United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 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 Number: 0-16024
EASTPOINT MALL LIMITED PARTNERSHIP
Exact Name of Registrant as Specified in its Charter
Delaware 13-3314601
State or Other Jurisdiction of
Incorporation or Organization I.R.S. Employer Identification No.
3 World Financial Center, 29th Floor,
New York, NY Attn: Andre Anderson 10285-2900
Address of Principal Executive Offices Zip Code
(212) 526-3237
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 such filing
requirements for the past 90 days. Yes X No ____
Consolidated Balance Sheets (unaudited)
At March 31, At December 31,
1998 1997
Assets
Cash and cash equivalents $ 1,683,621 $ 1,815,888
Accounts receivable, net of allowance
of $296,268 in 1998 and 1997 81,301 81,301
Due from buyer 258,883 258,883
Total Assets $ 2,023,805 $ 2,156,072
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 66,481 $ 123,029
Due to affiliates 37,957 52,000
Total Liabilities 104,438 175,029
Partners' Capital:
General Partner 19,193 19,810
Limited Partners
(4,575 limited partnership units
authorized, issued and outstanding) 1,900,174 1,961,233
Total Partners' Capital 1,919,367 1,981,043
Total Liabilities and
Partners' Capital $ 2,023,805 $ 2,156,072
Consolidated Statement of Partners' Capital (unaudited)
For the three months ended March 31, 1998
General Limited
Partner Partners Total
Balance at December 31, 1997 $ 19,810 $ 1,961,233 $ 1,981,043
Net loss (617) (61,059) (61,676)
Balance at March 31, 1998 $ 19,193 $ 1,900,174 $ 1,919,367
Consolidated Statements of Operations (unaudited)
For the three months ended March 31, 1998 1997
Income
Rental income $ _ $ 1,792,051
Percentage rental income _ 276,548
Escalation income _ 896,738
Interest income 23,799 82,835
Miscellaneous income _ 36,091
Total Income 23,799 3,084,263
Expenses
Interest expense _ 1,021,275
Property operating expenses _ 817,458
Depreciation and amortization _ 511,394
Real estate taxes _ 154,248
General and administrative 85,475 67,993
Total Expenses 85,475 2,572,368
Income (loss) before minority interest (61,676) 511,895
Minority interest _ (48,478)
Net Income (Loss) $ (61,676) $ 463,417
Net Income (Loss) Allocated:
To the General Partner $ (617) $ 4,634
To the Limited Partners (61,059) 458,783
$ (61,676) $ 463,417
Per limited partnership unit
(4,575 outstanding) $ (13.35) $ 100.28
Consolidated Statements of Cash Flows (Unaudited)
For the three months ended March 31, 1998 1997
Cash Flows From Operating Activities:
Net income (loss) $ (61,676) $ 463,417
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Minority interest _ 48,478
Depreciation and amortization _ 511,394
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
Restricted cash _ (14,228)
Cash-held in escrow _ (216,724)
Accounts receivable _ 122,582
Deferred rent receivable _ 626
Deferred charges _ (32,516)
Prepaid expenses _ 165,321
Accounts payable and accrued expenses (56,548) (2,184)
Due to affiliates (14,043) 17,000
Security deposits payable _ (6,198)
Deferred income _ (27,892)
Net cash provided by (used for) operating activities (132,267) 1,029,076
Cash Flows From Investing Activities:
Additions to real estate _ (22,370)
Net cash used for investing activities _ (22,370)
Cash Flows From Financing Activities:
Distributions paid _ (288,826)
Distributions paid-minority interest _ (28,915)
Net cash used for financing activities _ (317,741)
Net increase (decrease) in cash and cash equivalents (132,267) 688,965
Cash and cash equivalents, beginning of period 1,815,888 6,362,256
Cash and cash equivalents, end of period $1,683,621 $ 7,051,221
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ _ $ 1,021,275
Notes to the Consolidated Financial Statements
The unaudited interim consolidated financial statements should be
read in conjunction with the Partnership's annual 1997 audited
consolidated financial statements within the Partnership's Annual
Report on Form 10-K.
The unaudited interim consolidated financial statements include
all normal and reoccurring adjustments which are, in the opinion
of management, necessary to present a fair statement of financial
position as of March 31, 1998 and the results of operations and
cash flows for the three months ended March 31, 1998 and 1997 and
the statement of partner's capital for the three months ended
March 31, 1998. Results of operations for the periods are not
necessarily indicative of the results to be expected for the full
year.
As a result of the sale of the Partnership's interest in the Mall
in December 1997, the General Partner is in the process of
winding up the affairs of the Partnership and expects to
liquidate the Partnership by June 30, 1998. The consolidated
financial statements of the Partnership include the accounts of
the Partnership and the Owner Partnership through
December 9, 1997.
No significant events have occurred subsequent to fiscal year
1997 that require disclosure in this interim report per
Regulation S-X, Rule 10-01, Paragraph (a)(5).
Part 1. Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
On December 9, 1997, the Partnership sold its interest in
Eastpoint Partners (the "Owner Partnership"), which owned
Eastpoint Mall. Net proceeds from the sale, after closing
adjustments and expenses relating to the sale, were $23,886,277.
The Partnership also received approximately $1,500,000 in return
of certain reserves and escrowed funds under the mortgage
indebtedness on the Mall. In addition, the General Partner sold
its general partnership interest in the Owner Partnership for a
purchase price of $1,362,761. The majority of these proceeds
were distributed to partners on December 29, 1997. The General
Partner of the Partnership is in the process of winding up the
affairs of the Partnership and expects to liquidate the
Partnership by June 30, 1998.
The Partnership had cash and cash equivalents of $1,683,621 at
March 31, 1998, compared with $1,815,888 at December 31, 1997.
The decrease was primarily due to cash used for operating
activities, which resulted from the payment of accrued expenses
and amounts due to affiliates. Due from buyer totaled $258,883
at March 31, 1998, unchanged from December 31, 1997. Due from
buyer consists of amounts due to the Partnership from the buyer
of Eastpoint Mall and primarily consists of percentage rents, an
insurance premium refund and an additional settlement payment
related to the Ames Bankruptcy (discussed below). Accounts
payable and accrued expenses totaled $66,481 at March 31, 1998,
compared with $123,029 at December 31, 1997. The decrease is
primarily due to the timing of payments and accruals. Due to
affiliates totaled $37,957 at March 31, 1998, compared with
$52,000 at December 31, 1997. The decrease represents amounts
paid to the General Partner and its affiliates for providing
administrative and accounting services to the Partnership.
Results of Operations
For the three months ended March 31, 1998, the Partnership
recognized a net loss of $61,676 compared to net income of
$463,417 for the three months ended March 31, 1997. The change
from net income to net loss is primarily attributable to the sale
of the Partnership's interest in the Owner Partnership, which
owned Eastpoint Mall, in December 1997.
Rental, percentage rental, escalation and miscellaneous income
decreased from $1,792,051, $276,548, $896,738, and $36,091,
respectively, for the three months ended March 31, 1997 to $0
during the same period in 1998 due to the sale of the
Partnership's interest in the Mall. Interest income decreased
from $82,835 for the three months ended March 31, 1997 to $23,799
for the same period in 1998, mainly due to lower average cash
balances.
Depreciation and amortization, real estate taxes, and interest
and property operating expenses decreased from $511,394,
$154,248, $1,021,275, and $817,458 for the three months ended
March 31, 1997 to $0 for the corresponding period in 1998, due to
the sale of the Partnerhip's interest in Eastpoint Mall. General
and administrative expenses for the three months ended
March 31, 1998 were $85,475, compared to $67,993 for the same
period in 1997. This increase is primarily attributable to an
increase in audit and tax preparation fees relating to the sale
of the Partnership's interest in the Mall.
Part II Other Information
Item 1-5 Not applicable
Item 6 Exhibits and Reports on Form 8-K.
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K - No reports on Form 8-K were
filed during the quarter ended March 31, 1998.
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.
EASTPOINT MALL LIMITED PARTNERSHIP
BY: EASTERN AVENUE INC.
General Partner
Date: May 13, 1998 BY: /s/ Robert J. Hellman
Robert J. Hellman
President & Director
Date: May 13, 1998 BY: /s/ Joan Berkowitz
Joan Berkowitz
Vice President & Chief Financial Officer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> March-31-1998
<CASH> 1,683,621
<SECURITIES> 000
<RECEIVABLES> 377,569
<ALLOWANCES> 296,268
<INVENTORY> 000
<CURRENT-ASSETS> 000
<PP&E> 000
<DEPRECIATION> 000
<TOTAL-ASSETS> 2,023,805
<CURRENT-LIABILITIES> 104,438
<BONDS> 000
<COMMON> 000
000
000
<OTHER-SE> 1,919,367
<TOTAL-LIABILITY-AND-EQUITY> 2,023,805
<SALES> 000
<TOTAL-REVENUES> 23,799
<CGS> 000
<TOTAL-COSTS> 000
<OTHER-EXPENSES> 85,475
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> 000
<INCOME-TAX> 000
<INCOME-CONTINUING> (61,676)
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> (61,676)
<EPS-PRIMARY> (13.35)
<EPS-DILUTED> (13.35)
</TABLE>
