<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
-------------
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 check mark 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 file such filing
requirements for the past 90 days. [ X ] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark 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 the issuer's classes of common
stock, as of the latest practicable date: 9,632,212 as of August 14, 1998.
--------------------------------
<PAGE> 2
EQK REALTY INVESTORS I
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED JUNE 30, 1998
INDEX
<TABLE>
<CAPTION>
Page
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PART I - FINANCIAL INFORMATION
<S> <C>
Item 1. Balance Sheets as of June 30, 1998
and December 31, 1997 3
Statements of Operations for the three
and six months ended June 30, 1998 and
June 30, 1997 4
Statements of Cash Flows for the
six months ended June 30, 1998 and
June 30, 1997 5
Notes to the Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 11
PART II - OTHER INFORMATION
Items 1 through 6. 16
SIGNATURES 17
</TABLE>
2
<PAGE> 3
EQK REALTY INVESTORS I
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
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<S> <C> <C>
ASSETS
Investment in Harrisburg East Mall, at cost $ -- $ 58,466
Less accumulated depreciation and amortization -- 19,170
--------- ---------
Real estate held for sale (Notes 1 and 2) 39,019 --
Cash and cash equivalents:
Cash Management Agreement 2,126 2,486
Other 875 837
Accounts receivable and other assets (net of allowance of $213
and $214, respectively) 1,910 2,448
--------- ---------
TOTAL ASSETS $ 43,930 $ 45,067
========= =========
LIABILITIES AND DEFICIT IN SHAREHOLDERS' EQUITY
Liabilities:
Mortgage note payable $ 43,794 $ 43,794
Term loan payable to bank 1,582 1,585
Accounts payable and other liabilities (including amounts due
affiliates of $3,105 and $3,117, respectively) 4,016 4,670
--------- ---------
49,392 50,049
Commitments and Contingencies (Note 1 and 5)
Deficit in Shareholders' Equity:
Shares of beneficial interest, without par value: 10,055,555 shares
authorized, 9,632,212 shares issued and outstanding 135,875 135,875
Accumulated deficit (141,337) (140,857)
--------- ---------
(5,462) (4,982)
--------- ---------
TOTAL LIABILITIES AND DEFICIT IN SHAREHOLDERS' EQUITY $ 43,930 $ 45,067
========= =========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
3
<PAGE> 4
EQK REALTY INVESTORS I
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
1998 1997 1998 1997
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues from rental operations $ 1,337 $ 1,557 $ 2,890 $ 2,970
Operating expenses, net of tenant
reimbursements (including property
management fees earned by an affiliate of
$72, $73, $146 and $148, respectively) 281 201 439 359
Depreciation and amortization 88 629 723 1,256
- -------------------------------------------------------------------------------------------------------
Income from rental operations 968 727 1,728 1,355
Interest expense 1,011 1,012 2,023 2,022
Other expenses, net of interest income
(including portfolio management fees
earned by an affiliate of $55, $61
$118, and $124, respectively) 102 90 185 186
- -------------------------------------------------------------------------------------------------------
Net loss $ (145) $ (375) $ (480) $ (853)
=======================================================================================================
Net loss per share ($ 0.02) ($ 0.04) ($ 0.05) ($ 0.09)
=======================================================================================================
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
4
<PAGE> 5
EQK REALTY INVESTORS I
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Six months ended June 30,
1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (480) $ (853)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Depreciation and amortization 723 1,256
Changes in assets and liabilities:
Decrease in accounts payable
and other liabilities (654) (331)
Decrease in accounts receivable
and other assets 362 198
- --------------------------------------------------------------------------------
Net cash provided by (used in) operating activities (49) 270
- --------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to real estate investments (270) (336)
- --------------------------------------------------------------------------------
Net cash used in investing activities (270) (336)
- --------------------------------------------------------------------------------
Cash flows from financing activities:
Scheduled repayments of debt (3) --
- --------------------------------------------------------------------------------
Net cash used in financing activities (3) --
- --------------------------------------------------------------------------------
Decrease in cash and cash equivalents (322) (66)
Cash and cash equivalents
beginning of period 3,323 3,661
- --------------------------------------------------------------------------------
Cash and cash equivalents
end of period $ 3,001 $ 3,595
================================================================================
Supplemental disclosure of cash flow information:
Interest paid $ 2,023 $ 2,009
================================================================================
</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 ("EQK I" or "the Trust"), a Massachusetts
business trust, was formed pursuant to an Amended and Restated
Declaration of Trust dated February 24, 1985, as amended on March 5,
1986 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 June 30, 1998, the Trust's remaining real estate investment is
Harrisburg East Mall ("the Mall"), a regional shopping center located
in Harrisburg, Pennsylvania. During 1995, the Trust sold its remaining
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 the actual disposition
of the remaining property, Harrisburg East Mall, may occur at any time
prior to March 1999. The Declaration of Trust further provides that
this date may be extended by up to two years upon the recommendation of
the Trustees and the affirmative vote of a majority of its
shareholders. Based on the finite life provisions of the Declaration of
Trust, Management has been pursuing the disposition of its remaining
real estate investment and/or an alternative strategic transaction.
Effective December 23, 1997, the Trust entered into an Agreement and
Plan of Merger (the "Merger Agreement"), pursuant to which an affiliate
of American Realty Trust, Inc. ("ART") is to merge with and into the
Trust (the "Merger"), with the Trust being the surviving entity. The
Merger contemplates, among other things, a 20-year extension of the
life of the Trust.
Delays in completing the Merger as originally proposed required certain
revisions to the Merger Agreement, the most significant of which are
the right of Management to dispose of Harrisburg East Mall and to
distribute the proceeds of such sale to the Trust's shareholders prior
to completing the Merger and a corresponding reduction in the Merger
consideration to be paid to the Trust's shareholders. Management
commenced marketing and sales activities during the second quarter of
1998 including the retention of an outside broker, and anticipates that
a sale of the Mall will be completed prior to December 15, 1998, which
is the date the current forbearance agreement with the primary lender
of the Trust's mortgage indebtedness terminates.
6
<PAGE> 7
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
Upon completion of the sale of the Mall, and subject to shareholder
approval, the Merger would be effected according to the terms of an
Amended and Restated Agreement and Plan of Merger (the "Revised Merger
Agreement"). Pursuant to the Revised Merger Agreement, immediately
prior to the closing of the Merger, ART is expected to convey one of
its properties to EQK I. ART will provide 100% of the financing for
this property contribution via a non-recourse note. The Revised Merger
Agreement is in the final stages of negotiation. The description of the
Revised Merger Agreement herein reflects the terms as currently
contemplated.
ART has agreed to permit EQK I to continue to solicit, or respond to,
offers from third parties for the post-Mall sale entity. In the event
EQK I accepts an offer from a party other than ART and elects not to
proceed with the Merger, EQK I will pay ART a "break-up" fee of
$200,000 plus its share of transaction expenses.
The Revised Merger Agreement may be terminated by EQK I if any of the
following conditions exist: (i) the Merger has not been accomplished by
December 15, 1998; (ii) EQK I secures a more favorable offer from
another party subject to the payment of a break-up fee; or (iii) if the
Revised Merger Agreement in any way impairs or delays the sale of
Harrisburg East Mall, or is likely to result in a material reduction in
proceeds.
Proceeds from the sale of Harrisburg East Mall and, if applicable, the
completion of the Merger, will be distributed to the shareholders of
EQK I once the Trust's liabilities have been settled (including the
retirement of its mortgage note and term loan) and related transaction
costs have been paid.
The Merger is contingent upon, among other things, ART's registration
statement relating to ART Preferred Shares to be issued pursuant to the
Merger Agreement, as revised, being declared effective by the
Securities Exchange Commission, and the affirmative vote of the holders
of 75% of the outstanding shares of the Trust.
The Trust, its trustees, and its Advisor have been named as defendants
in a purported class action complaint filed in Massachusetts state
court, which seeks to enjoin the Merger. The complaint also seeks other
relief including unspecified damages. The Trust believes the action to
be without merit.
On April 23, 1998, the New York Stock Exchange ("NYSE") announced that
trading in the common stock of EQK I would be suspended prior to the
opening of the NYSE on May 4, 1998, as the Trust did not meet the
NYSE's continued listing criteria. Following suspension, application
was made by the NYSE to the Securities and Exchange Commission to
delist the issue. Subsequent to the delisting, a market for the EQK I
shares has been created on the OTC Bulletin Board System.
7
<PAGE> 8
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
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, 1997.
Certain amounts in the prior year have been reclassified from
previously issued financial statements to conform with current
presentation.
As discussed in Note 1, Management intends to dispose of Harrisburg
East Mall and as such, its investment in real estate is presented on
the balance sheet as held for sale. This asset includes deferred
leasing costs, and is carried at the lower of cost or fair value less
cost to sell. Depreciation and amortization of the investment ceased
beginning April 1, 1998. Amortization expense reflected on the
statements of operations for the three months ended June 30, 1998
represents amortization of refinancing costs. As of June 30, 1998,
these costs have been fully amortized.
On March 19, 1998, The Prudential Insurance Company of America
("Prudential") exercised its warrants for 367,868 shares of the Trust's
shares of beneficial interest at $.0001 per share. Such shares were
issued to Prudential on May 7, 1998 thus bringing the total number of
issued and outstanding shares of the Trust to 9,632,212. The net loss
per share, as reflected on the statements of operations, has been
calculated using the weighted average of the number of shares
outstanding during the periods presented.
In the opinion of the Trust, all other adjustments are normal recurring
adjustments necessary to present fairly its financial position as of
June 30, 1998, its results of operations for the three months and six
months ended June 30, 1998 and 1997 and its cash flows for the six
months ended June 30, 1998 and 1997.
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 June 30, 1998, a balance of
$691,000 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 are funded each
month with any excess operating cash flow, are limited to capital
expenditures approved by the lender. As of June 30, 1998 the balance of
the capital reserve account was $1,435,000.
8
<PAGE> 9
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
NOTE 4: ADVISORY AND MANAGEMENT AGREEMENTS
The Trust has entered into an agreement with Lend Lease Portfolio
Management, Inc. (formerly known as ERE Yarmouth Portfolio Management,
Inc.) to act as its "Advisor". The Advisor is a wholly owned subsidiary
of Lend Lease Real Estate Investments, Inc., formerly known as ERE
Yarmouth, Inc. 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 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 the fee
will continue to be computed as described, payments to the Advisor will
be limited to $37,500 per quarter. Deferred fees, which amounted to
$260,000 as of June 30, 1998, will be eligible for payment upon the
repayment of the Mortgage Note. Portfolio management fees amounted to
$118,000 and $124,000 for the six months ended June 30, 1998 and 1997,
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 East Mall.
The Trust has also entered into an agreement with ERE Yarmouth Retail,
Inc. (the "Property Manager", formerly Compass Retail, Inc.), for the
on-site management of Harrisburg East Mall. Management fees paid to the
Property Manager 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 six months ended June 30, 1998 and 1997,
management fee expense attributable to services rendered by ERE
Yarmouth Retail, Inc. were $146,000 and $148,000, respectively.
9
<PAGE> 10
EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
NOTE 5: DEBT MATURITIES
The Trust's debt instruments (aggregate principal outstanding of
$45,376,000) had scheduled maturity dates of June 15, 1998. While the
mortgage note holder has refused to grant an extension of this maturity
date, it has agreed to a forbearance arrangement wherein it will not
exercise remedies for non-repayment of the outstanding principal due
through December 15, 1998. The holder of the Trust's term loan has
agreed to an extension of the maturity date, also through December 15,
1998. The forbearance and extension arrangements are conditioned upon,
among other things, the Trust continuing to make timely debt service
payments in monthly amounts equal to those amounts stipulated in the
December 1996 debt extension agreements.
On June 15, 1998 the Trust paid deferred loan fees plus interest to the
mortgage note holder in the amount of $309,200 and deferred loan fees
to the term loan holder in the amount of $88,100.
As discussed in Note 1, the Trust has commenced efforts to sell the
Mall. Management anticipates that a sale of the Mall will be completed
prior to December 15, 1998, which is the date the current forebearance
agreement with the primary lender of the Trust's mortgage indebtedness
terminates. Proceeds from the sale of the Mall and, if applicable, the
completion of the Merger, will be distributed to the shareholders of
EQK I once the Trust's liabilities have been settled (including the
retirement of its mortgage note and term loan) and related transaction
costs have been paid.
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
Trust Background
At June 30, 1998, the Trust's remaining real estate investment is Harrisburg
East Mall ("the Mall"), a regional shopping center located in Harrisburg,
Pennsylvania. During 1995, the Trust sold its remaining 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 the actual disposition of the
remaining property, Harrisburg East Mall, may occur at any time prior to March
1999. The Declaration of Trust further provides that this date may be extended
by up to two years upon the recommendation of the Trustees and the affirmative
vote of a majority of its shareholders. Based on the finite-life provisions of
the Declaration of Trust, Management has been pursuing the disposition of its
remaining real estate investment and/or an alternative strategic transaction.
As discussed in Note 1 to the financial statements, effective December 23, 1997,
the Trust entered into an Agreement and Plan of Merger (the "Merger Agreement"),
pursuant to which an affiliate of American Realty Trust, Inc. ("ART") is to
merge with and into the Trust (the "Merger"), with the Trust being the surviving
entity. The Merger contemplates, among other things, a 20-year extension of the
life of the Trust.
Delays in completing the Merger as originally proposed required certain
revisions to the Merger Agreement, the most significant of which are the right
of Management to dispose of Harrisburg East Mall and to distribute the proceeds
of such sale to the Trust's shareholders prior to completing the Merger and a
corresponding reduction in the Merger consideration to be paid to the Trust's
shareholders. Management commenced marketing and sales activities during the
second quarter of 1998 including the retention of an outside broker, and
anticipates that a sale of the Mall will be completed prior to December 15,
1998, which is the date the forbearance agreement with the primary lender of the
Trust's mortgage indebtedness terminates.
11
<PAGE> 12
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Upon completion of the sale of the Mall, and subject to shareholder approval,
the Merger would be effected according to the terms of an Amended and Restated
Agreement and Plan of Merger (the "Revised Merger Agreement"). Pursuant to the
Revised Merger Agreement, immediately prior to the closing of the Merger, ART is
expected to convey one of its properties to EQK I. ART will provide 100% of the
financing for this property contribution via a non-recourse note. The Revised
Merger Agreement is in the final stages of negotiation. The description of the
Revised Merger Agreement herein reflects the terms as currently contemplated.
ART has agreed to permit EQK I to continue to solicit, or respond to, offers
from third parties for the post-Mall sale entity. In the event EQK I accepts an
offer from a party other than ART and elects not to proceed with the Merger, EQK
I will pay ART a "break-up" fee of $200,000 plus its share of transaction
expenses.
The Revised Merger Agreement may be terminated by EQK I if any of the following
conditions exist: (i) the Merger has not been accomplished by December 15, 1998;
(ii) EQK I secures a more favorable offer from another party subject to the
payment of a break-up fee; or (iii) if the Revised Merger Agreement in any way
impairs or delays the sale of Harrisburg East Mall, or is likely to result in a
material reduction in proceeds.
Proceeds from the sale of Harrisburg East Mall and, if applicable, the
completion of the Merger, will be distributed to the shareholders of EQK I once
the Trust's liabilities have been settled (including the retirement of its
mortgage note and term loan) and related transaction costs have been paid.
The Merger is contingent upon, among other things, ART's registration statement
relating to ART Preferred Shares to be issued pursuant to the Merger Agreement,
as revised, being declared effective by the Securities Exchange Commission, and
the affirmative vote of the holders of 75% of the outstanding shares of the
Trust.
The Trust, its trustees, and its Advisor have been named as defendants in a
purported class action complaint filed in Massachusetts state court, which seeks
to enjoin the Merger. The complaint also seeks other relief including
unspecified damages. The Trust believes the action to be without merit.
On April 23, 1998, the New York Stock Exchange ("NYSE") announced that trading
in the common stock of EQK Realty Investors I would be suspended prior to the
opening of the NYSE on May 4, 1998, as the Trust did not meet the NYSE's
continued listing criteria. Following suspension, application was made by the
NYSE to the Securities and Exchange Commission to delist the issue. Subsequent
to this delisting, a market for the EQK I shares has been created on the OTC
Bulletin Board System.
12
<PAGE> 13
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Mortgage Debt Extensions
The Trust's debt instruments (aggregate principal outstanding of $45,376,000)
had scheduled maturity dates of June 15, 1998. While the mortgage note holder
has refused to grant an extension of this maturity date, it has agreed to a
forbearance arrangement wherein it will not exercise remedies for non-repayment
of the outstanding principal due through December 15, 1998. The term loan holder
has agreed to an extension of the maturity date, also through December 15, 1998.
The forbearance and extension arrangements are conditioned upon, among other
things, the Trust continuing to make timely debt service payments in monthly
amounts equal to those amounts stipulated in the December 1996 debt extension
agreements.
On June 15, 1998 the Trust paid deferred loan fees plus interest to the mortgage
note holder in the amount of $309,200 and deferred loan fees to the term loan
holder in the amount of $88,100.
On March 19, 1998, The Prudential Insurance Company of America ("Prudential")
exercised its warrants for 367,868 shares of the Trust's shares of beneficial
interest at $.0001 per share. Such shares were issued to Prudential on May 7,
1998 thus bringing the total number of issued and outstanding shares of the
Trust to 9,632,212. The net loss per share as reflected on the statements of
operations has been calculated using the weighted average of the number of
shares outstanding during the periods presented.
LIQUIDITY
For the six months ended June 30, 1998, cash flows used in operating activities
primarily represent the payment of the deferred loan fees of $361,000 and
related accrued interest on the fees of $36,300. These fees were accrued and
paid in connection with the extension of the term loan agreement through June
15, 1998 (see Note 5 to the financial statements).
Cash flows used in investing activities for the six months ended June 30, 1998
and 1997 were for routine capital expenditures at Harrisburg East Mall. The
Trust anticipates capital expenditures of approximately $1,760,000 for the
remainder of 1998, which include budgeted tenant allowances of approximately
$1,330,000 and other expenditures of approximately $430,000. Certain of these
expenditures are discretionary in nature and may be deferred into future
periods.
The cash flows used in financing activities for the six months ended June 30,
1998 are limited to principal payments on the Trust's term loan. The mortgage
note requires monthly payments of interest only.
13
<PAGE> 14
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Trust's liquidity requirements for the remainder of 1998 also will include
principal and interest payments of approximately $2,015,000 pursuant to the
existing loan agreements. The loan agreements specify that the remaining loan
balances of $45,376,000 be paid in full by December 15, 1998.
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 1998 will be sufficient to fund its
various operating requirements, including budgeted capital expenditures and
monthly principal and interest payments, although its discretion with respect to
cash flow management will be limited by the terms of the cash management
agreement. 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 monthly debt service requirements.
The Trust has recorded its investments in real estate held for sale at the lower
of cost or fair value less cost to sell. 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 $5,462,000 at June 30, 1998 is indicative of its current
liquidity or the net distribution that its shareholders would receive upon
liquidation.
As discussed in Note 1, the Trust has commenced efforts to sell the Mall.
Management anticipates that a sale of the Mall will be completed prior to
December 15, 1998, which is the date the current forbearance agreement with the
primary lender of the Trust's mortgage indebtedness terminates. Proceeds
from the sale of the Mall and, if applicable, the completion of the Merger, will
be distributed to the shareholders of EQK I once the Trust's liabilities have
been settled (including the retirement of its mortgage note and term loan) and
related transaction costs have been paid.
The Trust recognizes that the arrival of the Year 2000 poses a unique worldwide
challenge to the ability of all systems to recognize the date change from
December 31, 1999 to January 1, 2000. Both the Advisor and property manager are
working diligently to assess and modify (as necessary) the computer applications
and business processes used to service the Trust to provide for their continued
functionality. If the sale of the Mall and the Merger with ART occur as
currently proposed, the current property manager and the Advisor will cease
providing services to the Trust by December 31, 1998. If, subsequent to the sale
of the Mall, the Merger is approved and the Trust continues as an operating
entity, affiliates of ART will provide property management and advisory services
on an ongoing basis. The Trust is not aware of any critical deficiencies with
respect to Year 2000 compliance in the business systems of these affiliates.
However, there can be no assurances that all business critical systems will be
fully Year 2000 compliant, or that the consequences of any systems deficiencies
will not have a material adverse affect on the Trust.
14
<PAGE> 15
EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For the six months ended June 30, 1998, the Trust reported a net loss of
$480,000 ($.05 per share) compared to a net loss of $853,000 ($.09 per share)
for the six months ended June 30, 1997. For the three months ended June 30,
1998, the Trust reported net loss of $145,000, while the three months ended June
30, 1997 reported a net loss of $375,000.
The Trust's revenues from rental operations for the three and six months ended
June 30, 1998 were $1,337,000 and $2,890,000 respectively. This represents a
decrease of $220,000 for the second quarter and $80,000 for the six month period
as compared to the prior periods presented. The decrease in revenues for the
quarter is attributable to the non-recurrence of a one-time adjustment made in
the second quarter of 1997 related to the recovery of income from one of the
Mall's department stores. For the six month period, this decrease is partially
offset by an increase in the Mall's fixed minimum rents. This increase is due to
increased rental payments from certain tenants whose payment obligations had
been reduced in prior years pursuant to the exercise of co-tenancy provisions
in their lease agreements associated with anchor store vacancies. With the
opening of Lord & Taylor on March 10, 1997, such provisions expired and these
tenants reverted to paying fixed minimum rent.
The Trust's expenses for three and six months ended June 30, 1998 were $281,000
and $439,000, respectively, representing an increase of $80,000 for both the
quarter and year to date as compared to the same periods in 1997. This variance
is attributable to the sum of several operating expense variances, none of which
are individually significant.
The decrease in the net loss between periods is primarily due to the cessation
of depreciation and amortization expense relating to the real estate investment
and deferred leasing costs.
15
<PAGE> 16
EQK REALTY INVESTORS I
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Trust, its trustees, and its Advisor have been
named as defendants in a purported class action
complaint filed in Massachusetts state court, which
seeks to enjoin the Merger. The complaint also seeks
other relief including unspecified damages. The Trust
believes the action to be without merit.
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. Material Contracts(1)
11. See Note 2 to 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
- --------------------------------------------------------------------------------
(1) Incorporated herein by reference to exhibit filed with Registrant's Form
10-Q dated for quarter ended March 31, 1998.
16
<PAGE> 17
SIGNATURES
Pursuant to 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: August 14, 1998 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 JUNE 30,
1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 3,001
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 43,930
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 135,875
<OTHER-SE> (141,337)
<TOTAL-LIABILITY-AND-EQUITY> 43,930
<SALES> 0
<TOTAL-REVENUES> 2,890
<CGS> 0
<TOTAL-COSTS> 439
<OTHER-EXPENSES> 908
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,023
<INCOME-PRETAX> (480)
<INCOME-TAX> 0
<INCOME-CONTINUING> (480)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (480)
<EPS-PRIMARY> (0.05)
<EPS-DILUTED> (0.05)
</TABLE>
