1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15 (d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1999
[ ] Transition report under Section 13 or 15 (d) of the Exchange Act
For the transition period from ________ to ________
Commission file number: 000-24167
EBS Building, L.L.C.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 43-1794872
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
c/o PricewaterhouseCoopers, LLP, 800 Market Street,
St. Louis, Missouri 63101-2695
(Address of Principal Executive Offices)
(314)206-8500
(Issuer's Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 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 ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrants filed all documents and reports required
to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of March 31, 1999, there
were 10,000,000 Class A Membership Units outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
EBS BUILDING, L.L.C.
BALANCE SHEET
MARCH 31, 1999
- -------------------------------------------------------------------------------
MARCH 31, 1999 DECEMBER 31, 1998
(UNAUDITED)
ASSETS
Rental property $ 21,844,335 $ 19,683,977
Cash 28,813 512
Rents receivable 189,546 18,209
Prepaid expenses 6,241 19,931
Lease commissions (net) 880,183 884,766
Lease restructuring costs (net) 657,175 766,703
Other assets 202 202
------------ ------------
Total assets $ 23,606,495 $ 21,374,300
------------ ------------
LIABILITIES
Accounts payable $ 1,107,681 $ 180,061
Accrued professional fees 199,379 73,636
Accrued utilities 72,182 78,695
Accrued salaries 47,811 34,131
Accrued property taxes 121,879 --
Accrued payable - other 453,345 451,845
Note Payable 3,413,998 2,000,000
Other liabilities 10,812 11,262
------------ ------------
Total liabilities 5,427,087 2,829,630
------------ ------------
MEMBERS' EQUITY:
Membership Units (Class A - 10,000,000
authorized, issued and outstanding) -- --
Paid-in capital 19,810,522 19,810,522
Retained earnings (1,631,114) (1,265,852)
------------ ------------
Total members' equity 18,179,408 18,544,670
------------ ------------
Total liabilities and members' equity $ 23,606,495 $ 21,374,300
------------ ------------
The accompanying notes are an integral part of these financial statements.
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EBS BUILDING, L.L.C.
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED MARCH 31, 1999
- -------------------------------------------------------------------------------
FOR THE 3 MONTHS ENDED FOR THE 3 MONTHS ENDED
MARCH 31, 1999 MARCH 31, 1998
(UNAUDITED) (UNAUDITED)
Income:
Rent $ 763,714 $ 816,887
Other 30,420 30,318
----------- -----------
Total income 794,134 847,205
----------- -----------
Expenses:
Maintenance 217,107 295,354
Professional fees 148,494 197,187
Utilities 179,218 170,281
General and administrative 195,380 78,311
Depreciation & amortization 252,850 115,051
Property taxes 121,879 104,030
Other operating expenses 44,468 39,813
----------- -----------
Total expenses 1,159,396 1,000,027
----------- -----------
Net loss $ (365,262) $ (152,822)
----------- -----------
Net loss per Class A Unit - primary $ (0.04) $ (0.02)
Net loss per Class A Unit - fully diluted $ (0.04) $ (0.02)
The accompanying notes are an integral part of these financial statements.
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EBS BUILDING, L.L.C.
STATEMENT OF CHANGES IN MEMBERS' EQUITY
FOR THE PERIOD ENDED MARCH 31, 1999
- -------------------------------------------------------------------------------
CLASS A CLASS B
MEMBERSHIP MEMBERSHIP PAID IN RETAINED
UNITS UNITS CAPITAL EARNINGS TOTAL
Balance, December 31, 1998 10,000,000 - $ 19,810,522 $ (1,265,852) $ 18,544,670
Units transferred (unaudited) - - - - -
Year to date loss (unaudited) - - - (365,262) (365,262)
----------- -------- ------------- ------------- ------------
Balance, March 31, 1999 (unaudited) 10,000,000 - $ 19,810,522 $(1,631,114) $18,179,408
=========== ======== ============= ============= ============
The accompanying notes are an integral part of these financial statements.
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EBS BUILDING, L.L.C.
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED MARCH 31, 1999
- -------------------------------------------------------------------------------
FOR THE 3 MONTHS ENDED FOR THE 3 MONTHS ENDED
MARCH 31, 1999 MARCH 31, 1998
(UNAUDITED) (UNAUDITED)
Cash flows from operating activities:
Net loss $ (365,262) $ (152,822)
Reconciliation of net loss to cash flows
provided by operating activities:
Depreciation & amortization expense 252,850 115,051
Changes in operating assets and
liabilities:
Increase in assets, excluding cash
rental property and capitalized (167,569) (83,033)
lease costs
Increase in liabilities, excluding
note payable 1,183,460 233,650
----------- -----------
Cash flows provided by operating
activities 903,479 112,846
----------- -----------
Cash flows from investing activities:
Capital Expenditures (net) (2,289,176) (27,000)
----------- -----------
Cash flows provided by investing
activities (2,289,176) (27,000)
----------- -----------
Cash flows from financing activities:
Proceeds from note payable 1,413,998 --
----------- -----------
Cash flows (used) by financing
activities 1,413,998 --
----------- -----------
Net increase/(decrease) in cash 28,301 85,846
Cash, beginning of period 512 403,919
----------- -----------
Cash, end of period $ 28,813 $ 489,765
----------- -----------
The accompanying notes are an integral part of these financial statements.
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EBS BUILDING, L.L.C.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1999
- -------------------------------------------------------------------------------
1. The accompanying unaudited financial statements, in the opinion of the
Manager, include all adjustments necessary for a fair presentation of
the results for the interim periods presented. These adjustments
consist of normal recurring accruals. The financial statements are
presented in accordance with the requirements of Form 10-QSB and
consequently do not include all the disclosures required by generally
accepted accounting principles. For further information, refer to the
financial statements and notes thereto for the year ended December 31,
1998 included in the Company's Form 10-KSB filed on March 31, 1999.
2. The following table sets forth the computation of primary and fully
diluted earnings (loss) per unit for the periods ended
For the For the
3 Months Ended 3 Months Ended
March 31, 1999 March 31, 1998
(unaudited) (unaudited)
Numerator:
Net Earnings/(Loss) - Primary and Diluted $ (365,262) $ (152,822)
============ ==============
Denominator:
Weighted Average Units Outstanding - Primary 10,000,000 9,226,377
Effect of Potentially Dilutive Units -- 773,623
------------ --------------
Units Outstanding - Diluted 10,000,000 10,000,000
============ ==============
Primary Earnings/(Loss) per Unit $ (0.04) $ (0.02)
============ ==============
Diluted Earnings/(Loss) per Unit $ (0.04) $ (0.02)
============ ==============
The weighted average units outstanding - primary was calculated on a
daily outstanding unit basis. The outstanding units - diluted was
calculated assuming that all of the Class B Units issued and
outstanding will eventually be converted into an equal number of Class
A Units.
3. On March 23, 1999, the Company entered into a $5,200,000 revolving line
of credit with First Bank (the "Line of Credit"). The Line of Credit
replaces the $2,000,000 line of credit previously extended by First
Bank. The Company presently intends to use the Line of Credit for
working capital needs and tenant improvements. Borrowings under the
Line of Credit bear interest at a rate per annum equal to the publicly
announced Prime Rate plus 2.0%. A $26,000 fee was paid related to this
Line of Credit. In addition, a credit facility fee of 0.25% of the
outstanding balance of the Line of Credit as of the 1st day of each
month shall be paid. Payments due for borrowings on the Line of Credit
are for interest only until maturity (June 23, 1999), when all
outstanding principal and interest is due and payable. As of March 31,
1999, the Company had outstanding borrowings of $3,413,998 under the
Line of Credit.
4. On March 9, 1999, Edison Brothers Stores, Inc. ("Edison") filed
bankruptcy under Chapter 11 of the Bankruptcy Code. As of March 31,
1999, the Company had an outstanding receivable from Edison of
$157,106.50, which amount represents the March 1999 monthly rental
payment. Subsequent to March 31, 1999, Edison paid the post-petition
portion of this receivable and therefore, the Company currently holds
an unsecured claim against Edison for $28,343.52, which represents the
pre-petition portion of Edison's March 1999 rent. It is unknown at this
time how this will affect the lease agreement between Edison and
Company.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
During the forthcoming twelve months of operations, the Company intends to
continue owning, managing, maintaining, repairing, leasing, selling,
hypothecating, mortgaging or otherwise dealing with the building located at 501
North Broadway, St. Louis, Missouri (the "Building"). Further, the Company
intends to actively market the Building for sale during the forthcoming twelve
months as well as to continue to secure additional tenant leasing agreements.
On March 9, 1999, Edison, the Building's largest tenant, filed, together with
seven of its affiliates, for Chapter 11 bankruptcy in the U.S. Bankruptcy court
in Delaware. As of March 31, 1999, the Company had an account receivable from
Edison in an amount equal to $157,106.50, which is the amount of the monthly
rental payment that was due on March 1, 1999. Subsequent to the end of the first
quarter, Edison paid the post-bankruptcy filing portion of its March rent, and
has remained currently with all subsequent monthly rent payments. The Company
currently holds an unsecured claim against Edison for $28,343.52, which
represents the pre-petition portion of Edison's March 1999 rent. The ultimate
effect of the bankruptcy filing of Edison on the operating results of the
Company and its ability to sell the Building is not known at this time.
During March 1999, the Company entered into a $5,200,000 revolving line of
credit with First Bank to cover any shortfalls in cash flows (the "Line of
Credit"). As of March 31, 1999, the Company had drawn $3,413,998 upon its line
of credit. Such funds were used to repay an existing $2,000,000 facility with
First Bank, as well as to finance various other tenant improvements and lease
costs. The Line of Credit matures on June 23, 1999. Future advances under the
Line of Credit are only available to pay certain lienable expenses related to
the Building. Due to this restriction and the delinquency of Edison's March rent
payment, the accounts payable and accrued professional fees balances have risen
from $180,061 and $73,636 at December 31, 1998, respectively, to $1,107,681 and
$199,379 as of March 31, 1999, respectively. Management is currently seeking
additional financing to fund these expenses as well as to meet the maturity
payment due on the current line of credit.
First quarter 1999 rental revenue declined $53,173 versus first quarter 1998
primarily due to the give back of office space by Edison as a result of the
lease restructuring arrangement entered into on September 30, 1998. In addition,
general and administrative expenses increased $117,069 during the first quarter
of 1999 compared to the corresponding period during 1998. This increase relates
to increased salaries, advertising and office equipment rental costs that were
incurred as a result of the replacement of Edison as property manager by
Insignia/ESG, Inc. Further, the credit facility borrowings used to finance
tenant improvements resulted in additional interest expense charges and bank
fees, which are included in general and administrative expenses. Increased
leasing activity
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during fiscal 1998 resulted in additional tenant improvement and leasing costs
and a corresponding increase in depreciation and amortization of $137,799 during
the period ended March 31, 1999 as compared to the same period in the prior
year.
Year 2000 Compliance
The Company, through its Property Manager, utilizes computer software
for its corporate and real property accounting records and to prepare its
financial statements, as well as for internal accounting purposes. The current
principal accounting system software is not Year 2000 compliant. The Property
Manager has informed the Company that it plans to update and begin testing such
updates to the accounting systems by June 1999. The cost of such update will be
borne by the Property Manager. However, in the event that such systems should
fail, as a contingency plan, the Company could prepare all required accounting
entries manually, without incurring material additional operating expenses.
The Property Manager has also informed the Company that it has
completed a review of the major date-sensitive non-information technology
systems (such as the elevators, heating, ventilating, air conditioning and
cooling ("HVAC") systems, locks, and other like systems) in the Building and is
in the process of upgrading any systems that are not Year 2000 compliant. In
addition, the Property Manager has hired an outside consulting firm to test the
Year 2000 compliance of the Building. The Company expects to incur no more than
$100,000 in costs associated with upgrading the current systems. In the most
reasonably likely worst case scenario, the failure of the non-information
technology systems in the Building could lead tenants to withhold their rent
payments, which could have a material adverse effect on the Company's business,
results of operations and financial condition. However, the Company does not
believe that the Year 2000 issue will pose significant problems to the Company's
information technology and non-information technology systems, or that
resolution of any potential problems with respect to such systems will have a
material adverse effect on the Company's financial condition or results of
operations.
The Company has not endeavored to determine whether or not its tenants
are Year 2000 compliant. The most reasonably likely worst case scenario facing
the Company as a result of a failure of its tenant's (or their financial service
providers') computer systems would be such tenant's inability to pay rent on
time. Such delays in payment could have a material adverse effect on the
Company's financial condition or results of operations.
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601 of Regulation S-B)
3.1: Articles of Organization of the Issuer filed with the
Delaware Secretary of State on September 24, 1997
incorporated by reference to the Issuer's
Registration Statement on Form 10-SB filed on April
30, 1998, Exhibit 2.1.
3.2: Members Agreement of EBS Building, L.L.C. a Limited
Liability Company, dated as of September 26, 1997
incorporated by reference to the Issuer's
Registration Statement on Form 10-SB filed on April
30, 1998, Exhibit 2.2.
4: See the Members Agreement, referenced as Exhibit 3.2.
10.6: Lease by and among EBS Building, L.L.C., Stifel
Financial Corp. and Stifel, Nicolaus & Company,
Incorporated, dated September 30, 1998 incorporated
by reference to the Issuer's Registration Statement
on Form 10-QSB filed on November 13, 1998, Exhibit
10.6.
10.7: Lease by and between EBS Building, L.L.C. and Edison
Brothers Stores, Inc., dated September 30, 1998
incorporated by reference to the Issuer's
Registration Statement on Form 10-QSB filed on
November 13, 1998, Exhibit 10.7.
10.8: Assignment of Lease by and between EBS Building,
L.L.C. and Edison Brothers Stores, Inc., dated
September 30, 1998 incorporated by reference to the
Issuer's Registration Statement on Form 10-QSB filed
on November 13, 1998, Exhibit 10.8.
10.9: First Amendment to Lease by and among EBS Building,
L.L.C., Stifel Financial Corp. and Stifel, Nicolaus &
Company, Incorporated, dated December 1, 1998,
incorporated by reference to the Issuer's Annual
Report on Form 10-KSB, filed March 31, 1999.
10.10: Second Amendment to Lease by and among EBS Building,
L.L.C., Stifel Financial Corp. and Stifel, Nicolaus &
Company, Incorporated, dated
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February 1, 1999 incorporated by reference to the
Issuer's Annual Report on Form 10-KSB, filed March
31, 1999.
10.11: First Extension and Modification Agreement by and
between EBS Building, L.L.C. and First Bank dated
March 15, 1999 incorporated by reference to the
Issuer's Annual Report on Form 10-KSB, filed March
31, 1999.
10.12: Second Extension and Modification Agreement by and
between EBS Building, L.L.C. and First Bank dated
March 15, 1999 incorporated by reference to the
Issuer's Annual Report on Form 10-KSB, filed March
31, 1999.
10.13: Additional Promissory Note, by and between EBS
Building, L.L.C. and First Bank, dated March 23, 1999
incorporated by reference to the Issuer's Annual
Report on Form 10-KSB, filed March 31, 1999.
10.14: Amendment to Deed of Trust by and among EBS Building,
L.L.C., First Bank and First Land Trustee Corp.,
dated March 23, 1999 incorporated by reference to the
Issuer's Annual Report on Form 10-KSB, filed March
31, 1999.
10.15: Amendment to Assignment of Leases and Rents by and
between EBS Building, L.L.C. and First Bank, dated
March 23, 1999 incorporated by reference to the
Issuer's Annual Report on Form 10-KSB, filed March
31, 1999.
27: Financial Data Schedule.
(b) Reports on Form 8-K. The Issuer filed a reports on Form 8-K on
March 11, 1999.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
REGISTRANT:
EBS Building, L.L.C.
By: PricewaterhouseCoopers LLP, as Manager
By: /s/ Keith F. Cooper
--------------------------------------
Keith F. Cooper, Partner
Date: May 10, 1999
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Exhibit Index
3.1: Articles of Organization of the Issuer filed with the
Delaware Secretary of State on September 24, 1997
incorporated by reference to the Issuer's
Registration Statement on Form 10-SB filed on April
30, 1998, Exhibit 2.1.
3.2: Members Agreement of EBS Building, L.L.C. a Limited
Liability Company, dated as of September 26, 1997
incorporated by reference to the Issuer's
Registration Statement on Form 10-SB filed on April
30, 1998, Exhibit 2.2.
4: See the Members Agreement, referenced as Exhibit 3.2
10.6: Lease by and among EBS Building, L.L.C., Stifel
Financial Corp. and Stifel, Nicolaus & Company,
Incorporated, dated September 30, 1998 incorporated
by reference to the Issuer's Registration Statement
on Form 10-QSB filed on November 13, 1998, Exhibit
10.6.
10.7: Lease by and between EBS Building, L.L.C. and Edison
Brothers Stores, Inc., dated September 30, 1998
incorporated by reference to the Issuer's
Registration Statement on Form 10-QSB filed on
November 13, 1998, Exhibit 10.7.
10.8: Assignment of Lease by and between EBS Building,
L.L.C. and Edison Brothers Stores, Inc., dated
September 30, 1998 incorporated by reference to the
Issuer's Registration Statement on Form 10-QSB filed
on November 13, 1998, Exhibit 10.8.
10.9: First Amendment to Lease by and among EBS Building,
L.L.C., Stifel Financial Corp. and Stifel, Nicolaus &
Company, Incorporated, dated December 1, 1998,
incorporated by reference to the Issuer's Annual
Report on Form 10-KSB, filed March 31, 1999.
10.10: Second Amendment to Lease by and among EBS Building,
L.L.C., Stifel Financial Corp. and Stifel, Nicolaus &
Company, Incorporated, dated February 1, 1999
incorporated by reference to the Issuer's Annual
Report on Form 10-KSB, filed March 31, 1999.
10.11: First Extension and Modification Agreement by and
between EBS Building, L.L.C. and First Bank dated
March 15, 1999 incorporated by reference to the
Issuer's Annual Report on Form 10-KSB, filed March
31, 1999.
10.12: Second Extension and Modification Agreement by and
between EBS Building, L.L.C. and First Bank dated
March 15, 1999 incorporated by
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reference to the Issuer's Annual Report on Form
10-KSB, filed March 31, 1999.
10.13: Additional Promissory Note, by and between EBS
Building, L.L.C. and First Bank, dated March 23, 1999
incorporated by reference to the Issuer's Annual
Report on Form 10-KSB, filed March 31, 1999.
10.14: Amendment to Deed of Trust by and among EBS Building,
L.L.C., First Bank and First Land Trustee Corp.,
dated March 23, 1999 incorporated by reference to the
Issuer's Annual Report on Form 10-KSB, filed March
31, 1999.
10.15: Amendment to Assignment of Leases and Rents by and
between EBS Building, L.L.C. and First Bank, dated
March 23, 1999 incorporated by reference to the
Issuer's Annual Report on Form 10-KSB, filed March
31, 1999.
27: Financial Data Schedule.