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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
For the quarterly period ended June 30, 1997
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[ ] SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________to_________
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 August 13, 1997.
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EQK REALTY INVESTORS I
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED JUNE 30, 1997
INDEX
Page
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PART I - FINANCIAL INFORMATION
Item 1. Balance Sheets as of June 30, 1997 3
and December 31, 1996
Statements of Operations for the three 4
and six months ended June 30, 1997 and
June 30, 1996
Statements of Cash Flows for the six 5
months ended June 30, 1997 and
June 30, 1996
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 10
PART II - OTHER INFORMATION
Items 1 through 6. 14
SIGNATURES 15
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EQK REALTY INVESTORS I
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
June 30, December 31,
1997 1996
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ASSETS
Investment in Harrisburg East Mall, at cost $ 52,564 $ 52,228
Less accumulated depreciation 16,276 15,338
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36,288 36,890
Cash and cash equivalents:
Cash Management Agreement 2,678 2,667
Other 917 994
Deferred leasing costs (net of accumulated amortization of 3,899 4,041
$1,793 and $1,629, respectively)
Accounts receivable and other assets 1,637 2,011
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TOTAL ASSETS $ 45,419 $ 46,603
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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 $3,028 and $2,940, respectively) 3,914 4,245
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49,293 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 (139,749) (138,896)
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(3,874) (3,021)
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TOTAL LIABILITIES AND DEFICIT IN SHAREHOLDERS' EQUITY $ 45,419 $ 46,603
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
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EQK REALTY INVESTORS I
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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Three months ended June 30, Six months ended June 30,
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1997 1996 1997 1996
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Revenues from rental operations $1,557 $1,412 $2,970 $3,126
Operating expenses, net of tenant
reimbursements (including property
management fees earned by an affiliate
of $73, $68, $148 and $152,
respectively) 201 217 359 531
Other income -- 72 -- 264
Depreciation and amortization 629 572 1,256 1,196
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Income from rental operations 727 695 1,355 1,663
Interest expense 1,012 972 2,022 1,953
Other expenses, net of interest income
(including portfolio management fees
earned by an affiliate of $61, $62,
$124, and $123, respectively) 90 198 186 378
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Net loss $ (375) $ (475) $ (853) $ (668)
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Net loss per share $(0.04) $(0.05) $(0.09) $(0.07)
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
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EQK REALTY INVESTORS I
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
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Six months ended June 30,
1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (853) $ (668)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 1,256 1,196
Imputed and deferred interest -- 157
Changes in assets and liabilities:
Decrease in accounts
payable and other liabilities (331) (725)
Decrease in accounts receivable
and other assets 198 363
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Net cash provided by operating activities 270 323
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CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate investments (336) (99)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of mortgage debt -- (162)
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Increase (decrease) in cash and cash equivalents (66) 62
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 3,661 2,972
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CASH AND CASH EQUIVALENTS,
END OF PERIOD $3,595 $3,034
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Supplemental disclosure of cash flow information:
Interest paid $2,009 $1,949
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
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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 June 30, 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 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 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 June 30, 1997, its results of operations for the three
and six months ended June 30, 1997 and 1996 and its cash flows for the
six months ended June 30, 1997 and 1996, have been included in the
accompanying unaudited financial statements.
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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 and six months ended June 30, 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 June 30, 1997, a balance of
$738,000 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 June 30, 1997 the balance of
the capital reserve account was $1,940,000.
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". Equitable Real Estate was formerly a wholly owned subsidiary
of the Equitable Life Assurance Society of the United States
("Equitable"). Effective June 10, 1997, Equitable sold its interest in
Equitable Real Estate to Lend Lease Corporation, a real estate and
financial services company based in Australia. Going forward,
Equitable Real Estate and certain of its business units, including the
Advisor, will operate under the name ERE Yarmouth. 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
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EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
NOTE 4: ADVISORY AND MANAGEMENT AGREEMENTS (CONTINUED)
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. Accrued
but unpaid fees, which amounted to $211,000 as of June 30, 1997, will
be eligible for payment upon the repayment of the Mortgage Note. For
the six months ended June 30, 1997 and 1996, portfolio management fees
amounted to $124,000 and $123,000, 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"), which operates as a business unit of ERE Yarmouth, 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 six months ended June 30, 1997 and 1996, management
fee expense attributable to services rendered by Compass was $148,000
and $152,000, respectively.
NOTE 5: DEBT MATURITIES
The Trust's debt instruments mature on June 15, 1998 in the aggregate
principal amount of $45,379,000. In the event that the Trust does not
sell Harrisburg before the Mortgage Note and Term Loan mature,
Management will explore its external financing alternatives, including
the refinancing of the debt with its 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.
NOTE 6: 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 of 1996. In June 1996, the
Trust was notified by the Fulton County Tax Commissioner's office of an
additional tax refund of $72,000, which the Trust received in July 1996
and recognized
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EQK REALTY INVESTORS I
NOTES TO FINANCIAL STATEMENTS
NOTE 6: OTHER INCOME (CONTINUED)
as other income in the second quarter of 1996.
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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 3-9.
FINANCIAL CONDITION
CAPITAL RESOURCES
Background
As of June 30, 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 the 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
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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 for both 1995 and 1996, and $80,000 for the first
quarter of 1997.
Upon the opening of Lord & Taylor on March 10, 1997, substantially all of the
in-line tenants' co-tenancy provisions ceased being operable, and such tenants'
rent structures reverted back to fixed minimum rents. However, certain other
tenants have either closed or remained on rent relief, which resulted in a
shortfall of $60,000 for the second quarter of 1997 and will likely continue to
result in rent shortfalls from contractual amounts of approximately $50,000 to
$100,000 per quarter. Management will continue to seek new tenants to fill
existing vacancies and to replace such under-performing tenants. No assurances
can be given, however, that Management will succeed with such efforts, or that
such adverse effects will not continue beyond 1997 or increase in amount. 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.
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 provided by operating activities decreased by $53,000
during the six months ended June 30, 1997 as compared to the six months ended
June 30, 1996. The decrease in cash flows generated from operations is
principally the result of a 1996 refund of previously-paid real estate taxes at
Peachtree Dunwoody Pavilion as discussed in Note 6 to the financial statements
($264,000) and a decrease in Harrisburg's net operating income during the first
half of 1997 as discussed under Results of Operations ($56,000). Partially
offsetting these decreases was the repayment of a $300,000 loan to the Advisor
in 1996.
Cash flows used in investing activities during the six months ended June 30,
1997 and 1996 amounted to $336,000 and $99,000, respectively. The 1997 results
reflect a parking lot repaving
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EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
project and a tenant allowance at Harrisburg. The 1996 results reflect routine
capital additions at Harrisburg. The Trust anticipates capital expenditure
requirements of approximately $865,000 for the remainder of 1997, which include
budgeted tenant allowances of $620,000. Certain of these expenditures are
discretionary in nature and may be deferred into future periods.
During the six months ended June 30, 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 six months of 1997.
The Trust's liquidity requirements for the remainder of 1997 also will include
debt service payments of approximately $2,010,000 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 $3,874,000 at June 30, 1997 is indicative of its current liquidity or the net
distribution that its shareholders would receive upon liquidation.
RESULTS OF OPERATIONS
For the six months ended June 30, 1997, the Trust reported a net loss of
$853,000 ($.09 per share) compared to a net loss of $668,000 ($.07 per share)
for the six months ended June 30, 1996. For the second quarter of 1997, a net
loss of $375,000 ($.04 per share) was reported compared to a net loss of
$475,000 ($.05 per share) for the second quarter of 1996.
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EQK REALTY INVESTORS I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Trust's revenues for the three and six months ended June 30, 1997 were
$1,557,000 and $2,970,000, respectively, representing an increase of $145,000
for the second quarter and a decline of $156,000 for the six month period. The
increase for the second quarter of 1997 was largely due to the cessation of
certain tenants' co-tenancy provisions and a corresponding increase in their
rent obligations as discussed above. For the six month period, these increases
were offset primarily by the non-recurrence of lease cancellation fees received
in the first quarter of 1996.
The Trust's expenses for the three and six months ended June 30, 1997 and 1996
were $201,000 and $359,000, respectively, representing decreases of $16,000 and
$172,000 over the comparable 1996 periods. The decline in expenses for the six
month period was primarily attributable to a $74,000 decrease in Harrisburg's
bad debt expense in 1997 and to the non-recurrence of post-disposition expenses
related to Castleton of $73,000 during the first half of 1996.
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 of
1996. In June 1996, the Trust was notified by the Fulton County Tax
Commissioner's office of an additional tax refund of $72,000, which the Trust
received in July 1996 and recognized as other income in the second quarter of
1996. There were no such similar events during the first half of 1997.
Interest expense for the first six months of 1997 increased by $69,000 from the
first six months 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 $190,000 for the six months ended June 30, 1997 is
primarily attributable to the recognition of imputed interest on deferred
advisory fees in 1996. 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).
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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. Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K.
None
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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: August 13, 1997 EQK REALTY INVESTORS I
By: /s/Gregory R. Greenfield
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Gregory R. Greenfield
Executive Vice President and Treasurer
(Principal Financial Officer)
By: /s/William G. Brown, Jr.
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William G. Brown, Jr.
Vice President and Controller
(Principal Accounting Officer)
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