<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, 1996
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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 13, 1996.
<PAGE> 2
EQK REALTY INVESTORS I
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 1996
INDEX
<TABLE>
<CAPTION>
Page
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<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Balance Sheets as of September 30, 1996 3
and December 31, 1995
Statements of Operations for the three 4
and nine months ended September 30, 1996 and
September 30, 1995
Statements of Cash Flows for the nine 5
months ended September 30, 1996 and
September 30, 1995
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis
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
1996 1995
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ASSETS
<S> <C> <C>
Investment in Harrisburg East Mall-held for sale, at lower of cost
or net realizable value: $ 52,223 $ 52,033
Less accumulated depreciation 14,886 13,446
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37,337 38,587
Cash and cash equivalents:
Cash Management Agreement 2,212 2,360
Other 894 612
Accounts receivable and other assets 6,059 6,650
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TOTAL ASSETS $ 46,502 $ 48,209
============= ===========
LIABILITIES AND DEFICIT IN SHAREHOLDERS' EQUITY
Liabilities:
Mortgage note payable $ 43,879 $ 44,125
Term loan payable to bank 1,587 1,587
Accounts payable and other liabilities (including amounts due
affiliates of $2,823 and $2,765, respectively) 3,498 4,030
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48,964 49,742
Deficit in 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 (138,337) (137,408)
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(2,462) (1,533)
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TOTAL LIABILITIES AND DEFICIT IN SHAREHOLDERS' EQUITY $ 46,502 $ 48,209
============= ===========
</TABLE>
See accompanying Notes to Financial Statements
3
<PAGE> 4
<TABLE>
<CAPTION>
===============================================================================================================================
EQK REALTY INVESTORS I
STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
- -------------------------------------------------------------------------------------------------------------------------------
Three months ended September 30, Nine months ended September 30,
1996 1995 1996 1995
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues from rental operations $ 1,576 $ 3,990 $ 4,705 $ 12,069
Operating expenses, net of tenant
reimbursements (including property
management fees earned by an affiliate
of $77, $67, $229 and $212,
respectively) 123 1,257 654 4,119
Write-down of investment in real estate -- 3,200 -- 3,200
Depreciation and amortization 585 1,321 1,781 3,765
- -------------------------------------------------------------------------------------------------------------------------------
Income (loss) from rental operations 868 (1,788) 2,270 985
Other income -- 400 264 400
Interest expense 971 2,173 2,924 6,469
Other expenses, net of interest income
(including portfolio management fees
earned by an affiliate of $65, $103,
$188, and $309, respectively) 158 241 539 736
- -------------------------------------------------------------------------------------------------------------------------------
Net loss $ (261) $(3,802) $ (929) $ (5,820)
===============================================================================================================================
Net loss per share $ (0.03) $ (0.41) $ (0.10) $ (0.63)
===============================================================================================================================
</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,
1996 1995
- ----------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (929) $ (5,820)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 1,781 3,765
Write-down of investment in real estate -- 3,200
Amortization of debt discount -- 366
Imputed and deferred interest 236 1,239
Changes in assets and liabilities:
Increase (decrease) in accounts
payable and other liabilities (767) 664
(Increase) decrease in accounts receivable
and other assets 249 (798)
- ----------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 570 2,616
- ----------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate investments (190) (4,895)
- ----------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of mortgage debt (246) (5)
- ----------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents 134 (2,284)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 2,972 4,701
- ----------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 3,106 $ 2,417
========================================================================================
Supplemental disclosure of cash flow information:
Interest paid $ 2,921 $ 5,031
========================================================================================
</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 for and elected
real estate investment trust ("REIT") status under the provisions of the
Internal Revenue Code.
At September 30, 1996, the Trust's remaining real estate investment is
Harrisburg East Mall ("Harrisburg" or the "Mall"), a regional shopping
center located in Harrisburg, Pennsylvania. On December 8, 1995, the
Trust sold its interest in Castleton Park ("Castleton"), an office park
located in Indianapolis, Indiana. During 1993, the Trust sold its two
remaining office buildings within its office complex located in Atlanta,
Georgia, formerly known as Peachtree-Dunwoody Pavilion ("Peachtree").
Prior to 1993, the Trust sold two office buildings at Castleton (1991) and
five office buildings at Peachtree (1992).
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 sale of Harrisburg.
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 the 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, 1995.
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, 1996, its results of operations for the three and nine
months ended September 30, 1996 and 1995 and its cash flows for the nine
months ended September 30, 1996 and 1995, have been included in the
accompanying unaudited financial statements.
6
<PAGE> 7
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
NOTE 2: BASIS OF PRESENTATION (CONTINUED)
Net loss per share for the three and nine months ended September 30,
1996 and 1995 have been computed on the basis of the 9,264,344 shares
outstanding during the periods. Stock warrants held by 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 calculation would be antidilutive.
NOTE 3: CASH MANAGEMENT AGREEMENT
In connection with the Trust's mortgage agreement, the Trust entered
into a Cash Management Agreement with the mortgage lender and 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, 1996, a balance of $166,000 was held by the third-party
escrow agent in accordance with the Cash Management Agreement. The
agreement also provides for the establishment of 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
September 30, 1996 the balance of the capital reserve account was
$2,046,000.
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 generally has been payable monthly
without subordination. In connection with the one year extension of its
existing mortgage debt, which now matures in December 1996, the Advisor
agreed to a partial deferral of payment of its 1996 fee. Whereas the fee
will continue to be computed as described, payments to the Advisor will be
limited to $37,500 per quarter. Accrued but unpaid amounts will be
eligible for payment upon the repayment of the mortgage note. For
7
<PAGE> 8
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
NOTE 4: ADVISORY AND MANAGEMENT AGREEMENTS (CONTINUED)
the nine months ended September 30, 1996 and 1995, portfolio management
fees amounted to $188,000 and $309,000, 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 Harrisburg. For financial reporting purposes, the deferred
balance is being discounted at the rate of 13% per year from December 1,
1996. As of September 30, 1996, the discounted liability for deferred
management fees was $2,654,000.
The Trust has also entered into an agreement with Compass Retail, Inc.
("Compass"), an affiliate of Equitable Real Estate, for the on-site
management of Harrisburg. Castleton Park was managed by an unaffiliated
third- party management company up until the time of its sale.
Management fees paid to Compass are generally based upon a percentage
of rents and certain other charges. Such fees and commissions are
comparable to those charged by unaffiliated third-party management
companies providing comparable services. For the nine months ended
September 30, 1996 and 1995, management fee expense attributable to
services rendered by Compass was $229,000 and $212,000, respectively.
NOTE 5: COMMITMENTS, CONTINGENCIES, AND OTHER MATTERS
Resolution of Anchor Department Store Vacancy
On May 13, 1996, the Trust and May Department Stores Company ("May
Company") executed a lease agreement that provides for the opening of a
Lord & Taylor department store (a division of May Company) in the anchor
space previously occupied by John Wanamaker. The John Wanamaker location
at Harrisburg East Mall has been closed since October 1995 following
Woodward & Lothrop's (the owner of John Wanamaker) sale of certain
department stores in this retail chain to May Company pursuant to an
August 1995 bankruptcy court auction. Given its existing presence at
Harrisburg East Mall through its recently-opened Hecht's department store,
May Company initially pursued an assignment of this leasehold interest to
other retail operators before deciding instead to open a Lord & Taylor
department store in this location. The execution of such lease agreement
has resulted in, among other things, the termination of the legal
proceedings initiated by the Trust against May Company in March 1996
following May Company's failure to open or cause
8
<PAGE> 9
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
NOTE 5: COMMITMENTS, CONTINGENCIES, AND OTHER MATTERS
(CONTINUED)
another retail operator to open for business once the John Wanamaker
store closed, which was a violation of a continuous operating covenant
contained in its lease agreement.
The new lease agreement with May Company has an initial term of nine
years (October 31, 2005), with three renewal options of ten years each.
The new lease agreement has a longer committed lease term than the John
Wanamaker lease agreement, which stipulated an initial lease term
expiration date of October 31, 1999. The financial terms are comparable to
those contained in the John Wanamaker lease, although minimum rent
payments during the first three years of the lease are anticipated to be
approximately $75,000 less per annum. Due to certain rent offsets that
John Wanamaker would have otherwise been entitled to, the revenue stream
after the third lease year is anticipated to be more favorable to the
Trust. In connection with the execution of this lease agreement, the
Trust received approval from May Company, on behalf of its Hecht's and
Lord & Taylor stores, of certain modifications to the Mall's site plan
which will give the Trust flexibility in future development planning. The
opening of a Lord & Taylor store is expected to have a positive impact on
the Trust's ability to lease space to new tenants and to renew leases with
existing tenants.
The Trust anticipates that Lord & Taylor will open its newly renovated
store in Spring 1997. Initially, Lord & Taylor had projected an opening
prior to the 1996 Holiday shopping season. However, issues affecting
construction scheduling have delayed the opening date. Until the Lord &
Taylor store opens, certain tenants will be permitted to pay, pursuant to
co-tenancy provisions provided for in their leases, percentage rent in
lieu of fixed minimum rentals. Based on the current sales volumes of
these tenants, the reduction in rental revenues from amounts that
otherwise would have been earned is estimated to be approximately $75,000
per quarter.
Debt Maturities
The Trust's mortgage note and term loan mature on December 15, 1996 in the
aggregate principal amount of $45,381,000. Given that the Trust expects
to hold its investment in Harrisburg beyond 1996 (see discussion in
Management's Discussion and Analysis), Management is in advanced
discussions regarding the refinancing of its debt with its existing
lenders in anticipation of the mortgage and term loan maturities. Based
on these discussions and its current assessment of the credit markets,
Management believes that it can extend or refinance its existing debt, 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 the sale of Harrisburg will be accelerated to
satisfy its debt obligations.
9
<PAGE> 10
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
NOTE 5: COMMITMENTS, CONTINGENCIES, AND OTHER MATTERS
(CONTINUED)
Other Income
In March 1996, the Trust was notified by the Fulton County (Georgia)
Tax Commissioner's office of a reduction in the assessed value of the real
estate underlying Peachtree Dunwoody Pavilion for tax years 1991 and 1992.
As previously disclosed in Note 1, the Trust completed the sale of
Peachtree Dunwoody Pavilion during the period 1992-1993. Such reduction in
assessed value resulted in a refund of previously paid real estate taxes
in the amount of $192,000 which the Trust recognized as other income
during the first quarter. In June 1996, the Trust was notified by the
Fulton County Tax Commissioner's office of an additional tax refund of
$72,000, which the Trust received in July 1996 and recognized as other
income in the second quarter.
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 3-10.
FINANCIAL CONDITION
CAPITAL RESOURCES
Background
As of September 30, 1996, the Trust's remaining real estate investment is
Harrisburg East Mall ("Harrisburg" or the "Mall"), a regional shopping center
located in Harrisburg, Pennsylvania. During the period 1992 to 1995, the Trust
completed the disposition of its two other real estate investments. Castleton
Park ("Castleton"), an office park located in Indianapolis, Indiana, was sold
in December 1995, and Peachtree Dunwoody Pavilion, an office park located in
Atlanta, Georgia, was sold in three separate transactions during 1992 and
1993. Consistent with the requirements of its charter, the Trust intends to
dispose of Harrisburg prior to March 1999. Management believes that it is
most likely that a prospective buyer will be willing to offer an amount that
approximates Harrisburg's stabilized value after Lord & Taylor opens for
business and operates for some period of time. Lord & Taylor is currently
scheduled to open in the Spring of 1997. In addition, Management believes that
Harrisburg's selling price can be further enhanced if Harrisburg is held for a
sufficient period of time to permit completion of certain ongoing leasing and
development initiatives. Therefore, Management anticipates that Harrisburg
will not be sold prior to the December 15, 1996 maturity date of the Trust's
mortgage debt (see discussion below).
Harrisburg Anchor Tenant Status
On May 13, 1996, the Trust and May Department Stores Company ("May Company")
executed a lease agreement that provides for the opening of a Lord & Taylor
department store (a division of May Company) in the anchor space previously
occupied by John Wanamaker. The John Wanamaker location at Harrisburg has been
closed since October 1995 following Woodward & Lothrop's (the owner of John
Wanamaker) sale of certain department stores in this retail chain to May
Company pursuant to an August 1995 bankruptcy court auction. Given its
existing presence at Harrisburg through its recently-opened Hecht's department
store, May Company initially pursued an assignment of this leasehold interest
to other retail operators before deciding instead to open a Lord & Taylor
department store in this location. The execution of such lease agreement has
resulted in, among other things, the termination of the legal proceedings
initiated by the Trust against the May Company in March 1996 following May
Company's failure to open or cause another retail operator to open for
11
<PAGE> 12
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
business once the John Wanamaker store closed, which was a violation of a
continuous operating covenant contained in its lease agreement.
The new lease agreement with May Company has an initial term of nine years
(October 31, 2005), with three renewal options of ten years each. The new
lease agreement has a longer committed lease term than the John Wanamaker lease
agreement, which stipulated an initial lease term expiration date of October
31, 1999. The financial terms are comparable to those contained in the John
Wanamaker lease, although minimum rent payments during the first three years of
the lease are anticipated to be approximately $75,000 less per annum. Due to
certain rent offsets that John Wanamaker would have otherwise been entitled to,
the revenue stream after the third lease year is anticipated to be more
favorable to the Trust. In connection with the execution of this lease
agreement, the Trust received approval from May Company on behalf of its
Hecht's and Lord & Taylor stores to certain modifications to the mall's site
plan which will give the Trust flexibility in future development planning. The
opening of a Lord & Taylor store is expected to have a positive impact on the
Trust's ability to lease space to new tenants and to renew leases with existing
tenants.
The Trust anticipates that Lord & Taylor will open its newly renovated store in
Spring 1997. Initially, Lord & Taylor had projected an opening prior to the
1996 Holiday shopping season. However, issues affecting construction
scheduling have delayed the opening date. Until the Lord & Taylor store
opens, certain tenants will be permitted to pay, pursuant to co-tenancy
provisions provided for in their leases, percentage rent in lieu of fixed
minimum rentals. Based on the current sales volumes of these tenants, the
reduction in rental revenues from amounts that otherwise would have been earned
is estimated to be approximately $75,000 per quarter.
Debt Maturities
The Trust's mortgage note and term loan mature on December 15, 1996 in the
aggregate principal amount of $45,381,000. Given that the Trust expects to
hold its investment in Harrisburg beyond 1996, Management is in advanced
discussions regarding the refinancing of its debt with its existing lenders in
anticipation of the mortgage and term loan maturities. Based on these
discussions and its current assessment of the credit markets, Management
believes that it can extend or refinance its existing debt, 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 the
sale of Harrisburg will be accelerated to satisfy its debt obligations.
12
<PAGE> 13
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY
The Trust experienced a net decline of $2,046,000 in cash flows from operating
activities during the nine months ended September 30, 1996 as compared to the
nine months ended September 30, 1995. This decline was primarily due to a
reduction in cash flows of $4,178,000 stemming from the December 1995 sale of
Castleton and by the repayment of a $300,000 loan to its Advisor. The proceeds
of this loan had been used to fund an escrow deposit that was released by
the lender in connection with the 1995 debt extension. The effect of these
reductions were partially offset by a reduction in interest payments of
$2,110,000 resulting from the partial repayment of mortgage debt following the
sale of Castleton, an increase in Harrisburg's cash flows for the nine months
ended September 30, 1996 as discussed under Results of Operations (page 14) and
a $264,000 refund of previously paid real estate taxes discussed in Note 5 to
the financial statements.
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 have had to implement, plans of
reorganization, including filing for protection under the U.S. Bankruptcy
Code. Certain of these tenants lease space at Harrisburg. Based on (i) the
bankruptcy filings of certain national retailers, (ii) unanticipated closings
of other financially-troubled retailers, and (iii) rent relief requests from
certain other tenants, Management believes that approximately $230,000 in
minimum rents earned in 1995 may not be achieved in 1996 (in addition to the
previously discussed decline in minimum rents due to the exercise of co-tenancy
provisions by certain tenants). The Trust has received lease termination fees
in certain situations that will partially offset this anticipated decline in
minimum rents. Further, approximately $200,000 of the $230,000 in minimum rent
shortfalls relate to short-term rent relief agreements that will expire once
the new Lord & Taylor store opens as currently scheduled in Spring 1997.
Management will continue to counter the negative trends associated with the
current retail economic climate with aggressive leasing and marketing programs.
Cash flows used in investing activities during the nine months ended September
30, 1996 and 1995 amounted to $190,000 and $4,895,000, respectively. The 1996
results reflect routine capital additions at Harrisburg while the 1995 results
reflect expenditures related to the outparcel building redevelopment and a
tenant allowance at Harrisburg, in addition to routine capital expenditures at
both Harrisburg and Castleton. The Trust anticipates capital expenditure
requirements of approximately $270,000 for the remainder of 1996 for tenant
alterations and routine capital additions, although certain of these
expenditures may be deferred into future periods at Management's discretion.
During both the nine month periods ended September 30, 1996 and 1995, cash
flows used in financing activities were limited to scheduled principal payments
on the Trust's debt. Pursuant to the
13
<PAGE> 14
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
terms of the one year mortgage debt extensions executed in December 1995, the
Trust is required to make principal payments on both the mortgage note and the
term loan in 1996, while 1995 scheduled principal payments were required for
the term loan only.
The Trust's liquidity requirements for the remainder of 1996 will also include
principal and interest payments of approximately $1,056,000 pursuant to the
existing loan agreements prior to such debt maturities in December 1996.
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 1996 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 will be limited by the terms of the Cash Management Agreement.
Management believes that the Trust's current cash reserves, coupled with
additional cash flow projected to be generated from operations, will permit the
Trust to meet its operating, capital and debt service requirements.
The Trust records its investments in real estate in accordance with the
historical cost accounting convention. Accordingly, the Trust has not written
up the cost basis of its investment in Harrisburg to its substantially higher
net realizable value. Therefore, Management does not believe that its deficit
in shareholders' equity of $2,462,000 at September 30, 1996 is indicative of
its current liquidity or the distribution that its shareholders will receive
upon liquidation.
RESULTS OF OPERATIONS
For the nine months ended September 30, 1996, the Trust reported a net loss of
$929,000 ($.10 per share) compared to a net loss of $5,820,000 ($.63 per share)
for the nine months ended September 30, 1995. For the third quarter of 1996, a
net loss of $261,000 ($.03 per share) was reported compared to a net loss of
$3,802,000 ($.41 per share) for the third quarter of 1995.
The Trust's revenues for the three and nine month periods ending September 30,
1996 were $1,576,000 and $4,705,000, respectively, representing decreases of
$2,411,000 and $7,364,000 over the comparable 1995 periods. The decline in
revenues was primarily due to the December 1995 sale of Castleton. For the
three and nine month periods ending September 30, 1995, Castleton accounted for
$2,561,000 and $7,625,000 in revenues, respectively. The decline was partially
offset by an increase in Harrisburg's revenues for the three and nine month
periods ending September 30, 1996 of $147,000 and $261,000, respectively, over
the same periods in 1995. The increase in Harrisburg's revenues is largely due
to the receipt of lease termination fees totalling $386,000 during 1996.
These
14
<PAGE> 15
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
fees were partially offset by a decrease in Harrisburg's rental revenues
associated with short-term rent relief agreements executed in 1996 that will
expire once Lord &Taylor opens as currently scheduled in Spring 1997.
Operating expenses for the three and nine month periods ending September 30,
1996 and 1995 were $123,000 and $654,000, respectively, representing decreases
of $1,134,000 and $3,465,000 over the comparable 1995 periods. The decline in
expenses was primarily due to the December 1995 sale of Castleton. For the
three and nine month periods ending September 30, 1995, Castleton accounted for
$1,118,000 and $3,603,000 in expenses, respectively. The decline was partially
offset by an increase in Harrisburg's operating expenses for the three and nine
month periods ending September 30, 1996 of $57,000 and $138,000, respectively,
over the same periods in 1995. The change was due to increases in
miscellaneous operating expenses, none of which was individually significant.
Interest expense for the three and nine month periods ending September 30, 1996
declined $1,202,000 and $3,545,000, respectively, over the comparable 1995
periods. The decline is due primarily to the mortgage debt reduction following
the sale of Castleton. Total debt outstanding at September 30, 1996 was
$45,466,000 as compared to $81,423,000 at September 30, 1995. Also, reductions
in interest rates applicable in 1996 for both the mortgage note and term loan
resulted in lower interest expense as compared to interest charges which would
have been incurred at interest rates in effect in 1995.
In March 1996, the Trust was notified by the Fulton County (Georgia) Tax
Commissioner's office of a reduction in the assessed value of the real estate
underlying Peachtree Dunwoody Pavilion for tax years 1991 and 1992. As
previously discussed, the Trust completed the sale of Peachtree Dunwoody
Pavilion during the period 1992-1993. Such reduction in assessed value resulted
in a refund of previously paid real estate taxes in the amount of $192,000,
which the Trust recognized as other income during the first quarter. In June
1996, the Trust was notified by the Fulton County Tax Commissioner's office of
an additional tax refund of $72,000 for tax year 1992, which the Trust received
in July 1996 and recognized as other income in the second quarter.
Other expenses consist of portfolio management fees and other costs related to
the operation of the Trust partially offset by interest income earned on cash
balances. The decrease in other expenses of $87,000 and $204,000 for the
three and nine month periods ending September 30, 1996 is primarily
attributable to a decrease in portfolio management and other professional fees.
15
<PAGE> 16
EQK REALTY INVESTORS I
PART II - OTHER INFORMATION
<TABLE>
<S> <C>
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
</TABLE>
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, 1996 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, 1996, 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-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 3,106
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 46,502
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 135,875
<OTHER-SE> (138,337)
<TOTAL-LIABILITY-AND-EQUITY> 46,502
<SALES> 0
<TOTAL-REVENUES> 4,705
<CGS> 0
<TOTAL-COSTS> 654
<OTHER-EXPENSES> 2,056
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,924
<INCOME-PRETAX> (929)
<INCOME-TAX> 0
<INCOME-CONTINUING> (929)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (929)
<EPS-PRIMARY> (.10)
<EPS-DILUTED> (.10)
</TABLE>
