<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[ X ] SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 1997
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[ ] SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _________to_________
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
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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 May 13,
1997.
<PAGE> 2
EQK REALTY INVESTORS I
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1997
INDEX
Page
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PART I - FINANCIAL INFORMATION
Item 1. Balance Sheets as of March 31, 1997 3
and December 31, 1996
Statements of Operations for the three 4
months ended March 31, 1997 and
March 31, 1996
Statements of Cash Flows for the three 5
months ended March 31, 1997 and
March 31, 1996
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 9
PART II - OTHER INFORMATION
Items 1 through 6. 13
SIGNATURES 14
2
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EQK REALTY INVESTORS I
BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
ASSETS ------------ ------------
<S> <C> <C>
Investment in Harrisburg East Mall, at cost $ 52,228 $ 52,228
Less accumulated depreciation 15,806 15,338
------------ ------------
36,422 36,890
Cash and cash equivalents:
Cash Management Agreement 2,788 2,667
Other 728 994
Deferred leasing costs (net of accumulated amortization 3,886 4,041
of $1,722 and $1,629, respectively)
Accounts receivable and other assets 2,077 2,011
------------ ------------
TOTAL ASSETS $ 45,901 $ 46,603
============ ============
LIABILITIES AND DEFICIT IN SHAREHOLDERS' EQUITY
Liabilities:
Mortgage Note payable $ 43,794 $ 43,794
Term Loan payable to bank 1,585 1,585
Accounts payable and other liabilities (including
amounts due affiliates of $3,003 and
$2,940, respectively) 4,021 4,245
------------ ------------
49,400 49,624
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 (139,374) (138,896)
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(3,499) (3,021)
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TOTAL LIABILITIES AND DEFICIT IN SHAREHOLDERS' EQUITY $ 45,901 $ 46,603
============ ============
</TABLE>
See accompanying Notes to Financial Statements
3
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===============================================================================
EQK REALTY INVESTORS I
STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three months ended March 31,
1997 1996
- -------------------------------------------------------------------------------
<S> <C> <C>
Revenues from rental operations $1,413 $1,714
Operating expenses, net of tenant
reimbursements (including property management
fees earned by an affiliate of $75 and $84,
respectively) 158 314
Other income -- 192
Depreciation and amortization 627 624
- -------------------------------------------------------------------------------
Income from rental operations 628 968
Interest expense 1,010 981
Other expenses, net of interest income
(including portfolio management fees earned by
an affiliate of $63 and $62, respectively) 96 180
- -------------------------------------------------------------------------------
Net loss ($478) ($193)
===============================================================================
Net loss per share ($0.05) ($0.02)
===============================================================================
</TABLE>
See accompanying Notes to Financial Statements
4
<PAGE> 5
EQK REALTY INVESTORS I
STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Three months ended March 31,
1997 1996
- -------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($478) ($193)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 627 624
Imputed and deferred interest -- 79
Changes in assets and liabilities:
Decrease in accounts
payable and other liabilit (229) (542)
Increase in accounts receivable
and other assets (65) (144)
- -------------------------------------------------------------------------------
Net cash used in operating activities (145) (176)
- -------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to real estate investment -- (10)
- -------------------------------------------------------------------------------
Cash flows from financing activities:
Repayments of mortgage debt -- (80)
- -------------------------------------------------------------------------------
Decrease in cash and cash equivalents (145) (266)
Cash and cash equivalents,
beginning of period 3,661 2,972
- -------------------------------------------------------------------------------
Cash and cash equivalents,
end of period $3,516 $2,706
===============================================================================
Supplemental disclosure of cash flow information:
Interest paid $1,004 $984
===============================================================================
</TABLE>
See accompanying Notes to Financial Statements
5
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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 March 31, 1997, the Trust's remaining real estate investment
is Harrisburg East Mall ("Harrisburg" or the "Mall"), a regional
shopping center located in Harrisburg, Pennsylvania. During
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 currently provides that actual
disposition of the remaining property, Harrisburg, may occur at
any time prior to March 1999. The precise timing of this
disposition or an alternative strategic transaction will be at
the discretion of the Trustees, depending on both the prevailing
conditions in the relevant real estate market and the ability of
the Trust to extend or refinance its debt maturing in June 1998.
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 and Amendment No. 1 to Form
10-K for the year ended December 31, 1996.
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, 1997, its results of
operations for the three months ended March 31, 1997 and 1996 and
its cash flows for the three months ended March 31, 1997 and
1996, have been included in the accompanying unaudited financial
statements.
6
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EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
NOTE 2: BASIS OF PRESENTATION (CONTINUED)
Net loss per share for the three months ended March 31, 1997 and
1996 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 (as amended and
extended), 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 March 31, 1997, a balance of $491,000 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
March 31, 1997 the balance of the capital reserve account was
$2,297,000.
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.
Commencing with the December 1995 debt extension of debt and
continuing with the December 1996 debt extension, the Mortgage
Note lender has requested, and the Advisor has agreed to, a
partial deferral of payment of its fee. Whereas
7
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EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
NOTE 4: ADVISORY AND MANAGEMENT AGREEMENTS (CONTINUED)
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 the three months ended March 31, 1997 and
1996, portfolio management fees amounted to $63,000 and $62,000,
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.
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. 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 three months ended March
31, 1997 and 1996, management fee expense attributable to
services rendered by Compass was $75,000 and $84,000,
respectively.
NOTE 5: 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 and subsequently received in
April 1996.
8
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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 3-8.
FINANCIAL CONDITION
CAPITAL RESOURCES
Background
As of March 31, 1997, the Trust's remaining real estate investment is
Harrisburg East Mall ("Harrisburg"), 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 in Indianapolis, Indiana was sold in 1995, and
Peachtree Dunwoody Pavilion was sold in three separate transactions during 1992
and 1993.
The Declaration of Trust currently provides that actual disposition of the
remaining property, Harrisburg East Mall, may occur at any time prior to March
1999. The precise timing of this disposition or an alternative strategic
transaction will be at the discretion of the Trustees, depending on both the
prevailing conditions in the relevant real estate market and the ability of the
Trust to extend or refinance its debt maturing in June 1998.
Over the past several years, the retail industry has experienced a large number
of retail store mergers and bankruptcies. Consolidations within the retail
industry and the financial difficulties experienced by individual retailers
have, in turn, led to a high level of unanticipated store closings and requests
for rent relief within regional shopping malls.
At Harrisburg, the current state of the retail industry has impacted both its
department stores and its smaller specialty stores. Two of the department
stores operating in 1994 have since closed, Hess's (November 1994) and John
Wanamaker (October 1995). These department store spaces remained "dark" for
substantial periods of time pending the opening of their replacements, Hecht's
(October 1995) and Lord & Taylor (March 1997).
The temporary closure of these department stores permitted certain tenants to
exercise co-tenancy provisions pursuant to their leases, which allowed them to
pay a lower amount of rent based on a percentage of sales volumes in lieu of
fixed minimum rents. Additionally, certain other tenants experienced financial
difficulties which led to requests for rent relief and unanticipated store
9
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EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
closings. As a result of these matters, the aggregate decline in rental
revenues from amounts otherwise provided for under the related lease agreements
amounted to approximately $600,000 in total, for 1995 and 1996, and $80,000 for
the 1st quarter of 1997.
These factors, as well as competitive pressures within the retail industry,
have adversely affected the value and marketability of regional shopping malls
in general and of Harrisburg in particular, and there is no assurance that such
adverse effects will not continue or increase in the future.
Debt Maturities
The Trust's Mortgage Note and Term Loan mature on June 15, 1998 in the
aggregate principal amount of $45,379,000. In the event that the Trust does
not sell Harrisburg or complete an alternative strategic transaction before the
Mortgage Note and Term Loan mature on June 15, 1998, Management will explore
its external financing alternatives, including the refinancing of its debt with
the existing lenders. 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 Harrisburg will be accelerated to satisfy its
debt obligations.
LIQUIDITY
The Trust's cash flows used in operating activities decreased $31,000 during
the three months ended March 31, 1997 as compared to the three months ended
March 31, 1996. The decrease in cash flows consumed in operations is
principally the result of the non-recurrence of a first quarter 1996 repayment
of a $300,000 loan to the Trust's Advisor, offset by decreases in Harrisburg's
net operating income in the first quarter of 1997 and the non-recurrence of
Castleton receivable collections in the first quarter of 1996. The decline in
Harrisburg's net operating income is attributable to decreases in rental
revenues of $298,000 as discussed below, which are partially offset by
decreases in operating expenses of $156,000 also as discussed below. The
Castleton receivable collections in the first quarter of 1996 related to
receivables due the Trust that originated prior to the 1995 sale of Castleton.
Cash flows used in investing activities during the three months ended March 31,
1996 amounted to $10,000. These results reflect modest capital additions at
Harrisburg in 1996. There were no cash flows from investing activities during
the first quarter of 1997. The Trust anticipates capital expenditure
requirements of approximately $1,200,000 for the remainder of 1997, which
include budgeted tenant allowances of $670,000. Certain of these expenditures
are discretionary in nature and may be deferred into future periods.
10
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EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
During the quarterly period ended March 31, 1996, cash flows used in financing
activities were limited to scheduled principal payments on the Trust's debt.
Pursuant to the mortgage debt extension effective December 15, 1996, the
Mortgage Note and Term loan generally require monthly payments of interest
only. Accordingly, there were no cash flows used in financing activities
during the first quarter of 1997.
The Trust's liquidity requirements for the remainder of 1997 also will include
debt service payments of approximately $3,015,000 pursuant to the existing loan
agreements.
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 1997 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.
As discussed above and in Note 1 to the financial statements, 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 $3,499,000 at March 31, 1997 is indicative of its
current liquidity or the net distribution that its shareholders would receive
upon liquidation.
RESULTS OF OPERATIONS
For the three months ended March 31, 1997, the Trust reported a net loss of
$478,000 ($.05 per share) compared to a net loss of $193,000 ($.02 per share)
for the three months ended March 31, 1996.
The Trust's revenues for the three months ended March 31, 1997 and 1996 were
$1,413,000 and $1,714,000, respectively. The decline in revenues was primarily
due to a decrease in Harrisburg's rental revenues of $298,000. The decline was
due to the non-recurrence of lease cancellation fees of $175,000 received in
the first quarter of 1996 and to a decrease in minimum rents of $138,000
related to tenant vacancies for the three months ended March 31, 1997.
11
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EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Trust's expenses for the three months ended March 31, 1997 and 1996 were
$158,000 and $314,000, respectively. The decline in expenses was due largely
to declines in Harrisburg's repairs and maintenance expenses of $51,000, bad
debt expense of $59,000, and insurance expenses of $23,000.
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 of 1996 and
subsequently received in April 1996.
Interest expense increased for the first quarter of 1997 by $29,000 from the
first quarter of 1996. The increase is primarily the result of an increase in
the mortgage note interest rate to 8.88% from 8.54% effective with the December
15, 1996 mortgage note extension agreement.
Other expenses consist of portfolio management fees, other costs related to the
operation of the Trust, and interest income earned on cash balances. The
decrease in other expenses of $84,000 for the quarter ended March 31, 1997 is
primarily attributable to the first quarter 1996 recognition of imputed
interest on deferred advisory fees. The imputed interest, which was fully
amortized as of December 31, 1996, relates to the 1989 amendment to the
advisory agreement (see note 4 to the Financial Statements).
12
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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
13
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EQK REALTY INVESTORS I
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 15, 1997 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)
14
<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,
1997, 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-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 3,516
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 45,901
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 135,875
<OTHER-SE> (139,374)
<TOTAL-LIABILITY-AND-EQUITY> 45,901
<SALES> 0
<TOTAL-REVENUES> 1,413
<CGS> 0
<TOTAL-COSTS> 158
<OTHER-EXPENSES> 723
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,010
<INCOME-PRETAX> (478)
<INCOME-TAX> 0
<INCOME-CONTINUING> (478)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (478)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>
