FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1995
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 0-13448
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
--------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
California 33-0058349
--------------------------- ---------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
400 South El Camino Real, Suite 1100 94402-1708
San Mateo, California ------------
-------------------------------------------- (Zip Code)
(Address of principal executive offices)
(415) 343-9300
-----------------------------------
(Registrant's telephone number)
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
---- ----
Total number of units outstanding as of March 31, 1995: 118,942
NO EXHIBIT INDEX REQUIRED
Page 1 of 15
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Balance Sheets
(in thousands, except units outstanding)
(Unaudited)
March 31, December 31,
1995 1994
Assets --------- ------------
-------
Real estate investments:
Land $ 8,312 $ 6,456
Buildings and improvements, net
of accumulated depreciation of
$1,567 and $1,366 in 1995 and
1994, respectively 15,000 12,958
-------- --------
Net real estate investments 23,312 19,414
Cash and cash equivalents 174 382
Accounts receivable 208 106
Prepaid expenses and other assets,
net of accumulated amortization
of $144 and $129 in 1995 and 1994,
respectively 563 510
-------- --------
Total assets $ 24,257 $ 20,412
======== ========
Liabilities and Partners'
Equity (Deficit)
-------------------------
Accounts payable and accrued
expenses $ 559 $ 559
Notes payable 3,908 -
-------- --------
Total liabilities 4,467 559
Partners' equity (deficit):
General Partner (55) (55)
Limited Partners - 118,942
limited partnership units
outstanding 19,845 19,908
-------- --------
Total partners' equity 19,790 19,853
-------- --------
Total liabilities and partners'
equity $ 24,257 $ 20,412
======== ========
See accompanying notes to consolidated financial statements.
Page 2 of 15
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Operations
(in thousands, except per unit amounts)
(Unaudited)
Three months ended
March 31,
------------------------
1995 1994
------ ------
Revenues:
Rental revenue $ 1,279 $ 1,028
Interest and other - 9
-------- --------
Total revenues 1,279 1,037
-------- --------
Costs and expenses:
Operating (including $231 paid
to an affiliate in the three
months ended March 31, 1995) 702 585
General and administrative
(including $67 paid to an
affiliate in the three months
ended March 31, 1995) 104 101
Depreciation and amortization 213 170
Interest 75 8
Other 23 -
-------- --------
Total expenses 1,117 864
-------- --------
Net income $ 162 $ 173
======== ========
Net income per limited
partnership unit $ 1.35 $ 1.44
======== ========
Distributions per limited
partnership unit:
From net income $ 1.35 $ 1.44
Representing return of capital 0.52 0.12
-------- --------
Total distributions per limited
partnership unit $ 1.87 $ 1.56
======== ========
See accompanying notes to consolidated financial statements.
Page 3 of 15
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Partners' Equity (Deficit)
(in thousands)
For the three months ended March 31, 1995 and 1994
(Unaudited)
Total
General Limited Partners'
Partner Partners Equity
--------- --------------------
Balance at December 31, 1993 $ (56) $ 19,874 $ 19,818
Distributions (2) (186) (188)
Net income 2 171 173
-------- -------- --------
Balance at March 31, 1994 $ (56) $ 19,859 $ 19,803
======== ======== ========
Balance at December 31, 1994 $ (55) $ 19,908 $ 19,853
Distributions (2) (223) (225)
Net income 2 160 162
-------- -------- --------
Balance at March 31, 1995 $ (55) $ 19,845 $ 19,790
======== ======== ========
See accompanying notes to consolidated financial statements.
Page 4 of 15
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows (in thousands)
(Unaudited)
Three months ended
March 31,
---------------
1995 1994
----- -----
Cash flows provided by operating activities:
Net income $ 162 $ 173
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 213 170
Other expenses 23 -
Changes in certain assets and liabilities:
Accounts receivable (102) (82)
Prepaid expenses and other assets (68) (13)
Accounts payable and accrued expenses - 18
-------- --------
Total adjustments 66 93
-------- --------
Net cash provided by operating activities 228 266
-------- --------
Cash flows used for investing activities:
Acquisitions of and additions to real estate (211) (43)
-------- --------
Net cash used for investing activities (211) (43)
-------- --------
Cash flows used for financing activities:
Distributions paid to partners (225) (188)
-------- --------
Net cash used for financing activities (225) (188)
-------- --------
Net increase (decrease) in cash and cash
equivalents (208) 35
Cash and cash equivalents at beginning
of period 382 342
-------- --------
Cash and cash equivalents at end
of period $ 174 $ 377
======== ========
Supplemental disclosure of cash flow
information:
Cash paid for interest $ - $ 8
======== ========
Supplemental disclosure of non cash
investing and financing activities:
Acquisition of real estate through
foreclosure and assumption of
first trust deed note payable $ 3,908 $ -
======== ========
See accompanying notes to consolidated financial statements.
Page 5 of 15
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
March 31, 1995
(Unaudited)
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
-----------------------------------------------------
POLICIES
--------
In the opinion of Glenborough Realty Corporation, the managing
General Partner, the accompanying unaudited financial statements
contain all adjustments (consisting of only normal accruals)
necessary to present fairly the financial position of Glenborough
Pension Investors, A California Limited Partnership (the
"Partnership") as of March 31, 1995 and December 31, 1994, the
related statements of operations for the three months ended March
31, 1995 and 1994, and the changes in partners' equity and cash
flows for the three months ended March 31, 1995 and 1994.
Note 2. REFERENCE TO 1994 AUDITED FINANCIAL STATEMENTS
----------------------------------------------
These unaudited financial statements should be read in
conjunction with the Notes to Financial Statements included in
the 1994 audited financial statements.
Note 3. TRANSACTIONS WITH AFFILIATES
----------------------------
In accordance with the limited partnership agreement, the
Partnership paid the General Partner and its affiliates
compensation for services provided to the Partnership.
Glenborough Corporation and Glenborough Hotel Group
("Glenborough"), affiliates of Glenborough Realty Corporation,
have been compensated for property management services. Included
in operating expenses for the three months ended March 31, 1995
are the following amounts paid to Glenborough:
March 31,
1995
---------
Property management fees $ 38,200
Property salaries (reimbursed) 27,300
Hotel management fees 20,700
Hotel salaries (reimbursed) 117,700
Property administrative services 26,800
The Partnership also reimbursed Glenborough for direct expenses
plus a 1.0% fee for general and administrative costs and services
provided to the Partnership such as accounting, investor
services, data processing, duplicating, office supplies, legal
and administrative services. Glenborough was paid $66,600 by the
partnership for these expenses in the three months ended March
31, 1995.
Page 6 of 15
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
March 31, 1995
(Unaudited)
Note 4. PROPERTY ACQUISITION
--------------------
On January 12, 1995, the Partnership acquired a property,
Summerbreeze Apartments (the "Property") (formerly owned by
Glenfed Summerbreeze Investors, Ltd., a California Limited
Partnership ("Summerbreeze Investors") by a deed-in-lieu of
foreclosure. Prior to January 12, 1995, the Partnership held a
note secured by a second deed of trust on the Property and an
unsecured note with unpaid balances of principal and accrued
interest as of September 30, 1993 aggregating approximately
$1,159,000. The Property was also encumbered by a first deed of
trust. Because the amount of the Summerbreeze Investors
partnership's total debt was approximately equal to the value of
its assets, the partnership had little or no net worth. Since
the limited partners of Summerbreeze Investors elected not to
contribute any capital to pay for new financing, they agreed to
give a deed-in-lieu of foreclosure to the Partnership in exchange
for $150,000.
The Partnership immediately began seeking new financing for the
Property while continuing to make payments on the first deed of
trust which matured on September 1, 1994 and was now in default.
The Partnership was informed by the first deed of trust lender
(Calfed Bank) that they were attempting to reduce their
commercial loan portfolio in accordance with federal regulations,
and that they therefore would not extend the loan and in fact had
scheduled a foreclosure sale to occur on March 29, 1995. The
General Partner had previously obtained a "term sheet" from a San
Francisco bank to provide the necessary financing to retire the
Calfed loan. However, on March 24, 1995, the San Francisco bank
advised the General Partner that an additional two weeks of time
was needed to close the loan, and there was no assurance of
closing. Given the foreclosure date of March 29, this approach
clearly was no longer viable, and the Partnership was facing the
possible loss of the property.
On March 28, 1995, the Partnership obtained short-term financing
from two sources to payoff Calfed. GPA West, a subsidiary of a
partnership whose general partner is also Glenborough Realty
Corporation, loaned the Partnership $1,908,000, secured by a
first deed of trust on the Property. In addition, the
Partnership obtained a short-term $2,000,000 bank loan,
guaranteed personally by Robert Batinovich and Glenborough Realty
Corporation, and secured by a second deed of trust on the
Property and a collateral assignment of the Partnership's
mortgage on Park Center. On May 18, 1995, subsequent to the
Partnership's quarter end, the debt will be totally refinanced
with a $4,000,000 first mortgage loan from Wells Fargo Bank,
Page 7 of 15
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
March 31, 1995
(Unaudited)
which will be additionally secured by a mortgage on the Park 100
buildings. This loan will mature on May 15, 1996, and bear
interest at prime plus 2.00%. The Partnership will pay an
initial loan fee of 1.00% and will pay an additional 1.00% fee if
the loan has not been paid off by November 17, 1995.
During negotiations with Calfed, $23,000 in costs were incurred
by Calfed and the Partnership in association with the potential
foreclosure proceedings, which the Partnership agreed to incur.
These costs are categorized as other expense on the Partnership's
1995 statement of operations.
Note 5. OTHER INFORMATION
-----------------
The Partnership has been named in a Registration Statement
proposing a consolidation by merger of several entities, which
has been filed with the Securities and Exchange Commission. In
that regard, as of March 31, 1995, the Partnership has advanced
and accrued $365,000 toward its pro rata share of the transaction
costs associated with the consolidation (included in prepaid
expense and other assets). An additional $6,000 in transaction
costs have been included in prepaid expenses and other assets and
was payable at March 31, 1995. In the event the proposal is not
approved by the Partnership's limited partners, and the
consolidation goes forward with any of the other entities, the
amounts advanced will be fully reimbursed by an affiliate of the
general partners of the Partnership. If the Consolidation,
itself, does not go forward with any of the other entities, the
Partnership will bear a proportion of the transaction costs based
upon the number of limited partners who voted for approval of the
transaction as compared to those who dissented or abstained. The
limited partners are expected to receive their solicitation
materials for the potential transaction in 1995.
Page 8 of 15
Item 2. Managements Discussion and Analysis of Financial
Conditions and Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
The Partnership maintains nominal cash reserves and distributes
the net cash flow from operations to the partners. Distributions
to the Limited Partners were paid at an annual rate of 2.5% for
the three months ended March 31, 1994. After reviewing the
effects of the implementation of the workout between the
Partnership and the Borrower, management increased the
distribution rate to 3% effective for the distribution paid
August 31, 1994. Of the distributions paid in the three months
ended March 31, 1994, $14,300 represented return of capital.
However, the total distributions paid by December 31, 1994 were
provided by net income since net income for the quarters ended
June 30 and September 30, 1994 exceeded the distribution. Of the
distributions paid in 1995, $61,800 were distributed in excess of
operational cash flow and therefore represented a return of
capital.
As discussed in Note 4 of the Notes to Consolidated Financial
Statements, the Partnership acquired the Summerbreeze property by
a deed-in-lieu of foreclosure on January 12, 1995 which primarily
accounts for the increase in net real estate investments from
December 31, 1994 to March 31, 1995. The cost basis of the
property when title transferred to the Partnership was the
equivalent of the note payable secured by a first deed of trust
and $150,000 that the Partnership paid for a deed-in-lieu of
foreclosure.
Accounts receivable increased approximately $102,000 from
December 31, 1994 to March 31, 1995 due to an increase in
accounts receivable at the Country Suites - DFW property.
Payments are currently being received and all accounts receivable
is expected to be collected.
Prepaid expenses and other assets increased approximately $53,000
from December 31, 1994 to March 31, 1995 due to the acquisition
of the Summerbreeze property whose balance sheet included $11,000
relating to a utility deposit, the payment of a deposit in
February 1995 in the amount of $25,000 to a lender that
management is currently working to refinance Summerbreeze and
$13,000 in advances made by the Partnership toward transaction
costs associated with the proposed consolidation by merger, as
discussed in Note 5 of the Consolidated Notes to Financial
Statements.
Notes payable in the amount of $3,908,000 at March 31, 1995
represents the new first and second trust deed notes secured by
the Summerbreeze property that the Partnership acquired on
January 12, 1995 (as discussed in Note 4 of the Notes to
Consolidated Financial Statements.)
RESULTS OF OPERATIONS
Page 9 of 15
Rental revenue increased $251,000 in the three months ended March
31, 1995 compared to the same period in 1994 primarily due to the
acquisition of the Summerbreeze property on January 12, 1995,
which accounted for $175,000 of the increase. The remaining
$76,000 increase in rental revenue was primarily due to the
improved operations at Park 100, Building 42 (as a result of
increased occupancy) and Country Suites - DFW (as a result of a
higher average daily room rate). The amounts by which Sea Tac,
Eagan, New Hope, College Park, Norcross, Smyrna and Snellville
1995 revenues exceeded 1994 revenues for the three months ended
March 31 were minimal, and were offset by the decrease in
revenues in 1995 from 1994 of the Park Center, Roswell and
Marietta properties which resulted in a combined total decrease
of $3,000.
Operating expenses increased $117,000 in 1995 over 1994, of which
$103,000 related to the Summerbreeze property. The remaining
$12,000 increase was primarily due to an increase in expenses at
the Sea Tac property relating to environmental surveys and
remediation in the amount of $40,000 and an increase at the
Country Suites - DFW property in the amount of $37,000 relating
to an increase in sales and administrative costs. These
increases were partially offset by a decrease in property
administrative services and operating expenses at the remaining
properties. See the discussion which follows regarding the
individual property operations.
Depreciation and amortization expense increased by approximately
$43,000 primarily due to the acquisition of the Summerbreeze
property on January 12, 1995.
Interest expense in the amount of $75,000 in the three months
ended March 31, 1995 is the interest relating to the first deed
of trust on the Summerbreeze property (see Note 4 of the Notes to
Consolidated Financial Statements).
Other expenses in the amount of $23,000 for the three months
ended March 31, 1995 were costs incurred by the original lender
on the Summerbreeze property relating to the potential
foreclosure proceedings before the note payable was refinanced
(as discussed in Note 4 of the Notes to Consolidated Financial
Statements). The Partnership agreed to assume these costs and
recognized them on the 1995 statement of operations.
Following is a discussion of the individual property operations.
ATLANTA AUTO CARE CENTERS: Occupancy Level
------------------------- Percentage
------------------
March 31, March 31,
1995 1994
--------- ---------
College Park 100% 100%
Marietta 100% 100%
Norcross 100% 91%
Page 10 of 15
Roswell 100% 76%
Smyrna 100% 80%
Snellville 100% 100%
The Auto Care Centers' occupancy rates are highly sensitive
because each of the centers consist of only a few units.
Therefore, if a single tenant vacates a space, occupancy can drop
substantially. Likewise, if a new tenant leases a vacant space,
there will be a dramatic increase in occupancy.
College Park: The College Park Auto Center remains 100% leased
with the next lease expiration in August 1995. This tenant, who
occupies 1,920 square feet, has informed management that he will
not renew his lease.
Marietta: The Marietta Auto Center remains 100% leased as a
result of successful renewals signed with two tenants whose
leases were due to expire March 1995. The next lease expiration
is November 1996.
Norcross: The increase in occupancy from 91% in 1994 to 100% in
1995 is due to the leasing of a 1,000 square foot unit in June
1994. The next lease expiration is September 1996 due to the
successful renewal of a 1,000 square foot lease which was due to
expire May 1995.
Roswell: The increase in occupancy from 76% in 1994 to 100% in
1995 is due to the leasing of a 1,400 square foot unit in March
1995. The next lease expiration is May 1998.
Smyrna: The increase in occupancy from 80% in 1994 to 100% in
1995 is due to the leasing of a 1,920 square foot unit in April
1994. Management currently has successfully negotiated a renewal
of 5,600 square feet. The next lease expiration is April 1997.
Snellville: The Snellville Auto Center remains 100% leased with
the next lease expiration in June 1995. Management has been
notified that this tenant will not renew and is working on
negotiations with a new tenant. This tenant currently occupies
2,520 square feet.
Park Center: The occupancy rate at March 31, 1995 and March 31,
1994 was 97%. Management is currently working on negotiating a
renewal of a 1,500 square foot unit.
Park Center compares favorably with the Tustin/Santa Ana
submarket which currently reflects a vacancy rate of
approximately 15% for retail shopping centers. Brokers are being
utilized to identify tenants in competing centers for a "cold-
call" program.
Income generated by this property has decreased approximately
$33,000 in the three months ended March 31, 1995 compared to the
same period in 1994 as a result of decreased market rates driven
by competition and credits given to tenants in the current year
Page 11 of 15
for recoveries collected in the prior year in excess of actual
expenses paid.
Park 100 - Building 42: The increase in occupancy from 89% in
1994 to 100% in 1995 is due to the leasing of two 2,400 square
foot units in March and June 1994, a 3,000 square foot unit in
April 1994, an 1,800 square foot unit in May 1994 and a 1,200
square foot unit in December 1994. Management is currently
negotiating renewals totaling 6,600 square feet for tenants whose
leases expire in the current year between April and November.
Marketing activity has been intensified and has proven
successful. Each week, flyers are sent out advertising
office/showroom space, and a space availability report is sent to
all brokers in the Indianapolis area each month. An extensive
data base which catalogs all industrial clients is being
utilized.
Income generated by this property in the three months ended March
31, 1995 increased by approximately $19,000 as a result of the
increase in occupancy.
Park 100 - Building 46: The occupancy rate at Park 100 Building
46 was 100% at March 31, 1995 and 1994. Since there are only two
tenants who occupy 100% of the square footage of this property, a
vacancy would dramatically affect the occupancy rate. However,
the next lease expiration date is not until July 1996.
Revenue generated by this property increased in the three months
ended March 31, 1995 compared to the same period in 1994 due to
an increase in market rates.
Sea Tac: The occupancy rate at Sea Tac was 100% at March 31,
1995
and 1994. Two tenants occupy 100% of the square footage of the
building. Both tenants' leases expire in December 1995.
Management is currently negotiating renewals for both of these
tenants.
Income generated by this property in the three months ended March
31, 1995 did not significantly fluctuate compared to the same
period in 1994.
Eagan and New Hope Mini Storages: The occupancy rates at Eagan
as
of March 31, 1995 and 1994 were 95% and 92%, respectively. The
occupancy rate at New Hope as of March 31, 1995 and 1994 was 91%
for both periods. Marketing for these properties is difficult
since other viable options for storage are competing with these
properties. In addition, the winter months brought a slight
decline in occupancy. Management is expecting the spring months
to bring an increase.
Income generated by the mini storages in the current period was
slightly higher than the prior period due to a rate increase
(partially offset by a decrease in occupancy) and an increase in
Page 12 of 15
income from the sale of abandoned property held in the mini
storages.
Country Suites - DFW: The occupancy and daily room rate for
Country Suites - DFW for the period ended March 31, 1995 was 76%
and $62.69, respectively, compared to 79% and $54.82 for the
period ended March 31, 1994. DFW's revenue increased
approximately $44,000 in the three months ended March 31, 1995
over the same period in 1994 due to an increase in a sector of
transient revenue (guests who stay from one to five days) which
is higher rated business. The increases are also attributable to
the maturity of the franchise reservation system and the
repositioning and marketing of the property taking hold.
DFW's operating expenses increased approximately $37,100 in the
three months ended March 31, 1995 over the same period in 1994
due to an increase in direct expenses associated with high
turnover of guests and an increase in indirect expenses such as
sales and administration costs.
Summerbreeze Apartments: The occupancy at Summerbreeze Apartments
at March 31, 1995 was 96%. An estimate of the occupancy in the
competitive area is approximately 92%. Summerbreeze consists of
104 units located in North Hollywood, California. Average rent
for the property ranges from $605.00 for a one-bedroom/one-
bathroom unit to $777.00 for a two-bedroom/two-bathroom unit, and
is comparable with market rent which ranges from $595.00 to
$805.00. The average turnover per month is five tenants. Rent
concessions are being given to increase occupancy and meet market
expectations.
Page 13 of 15
PART II.
Item 1. Legal Proceedings
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K.
No reports on Form 8-K were required to be filed
during this reporting period.
Page 14 of 15
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.
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
By: Glenborough Realty Corporation,
a California corporation
the Managing General Partner
Date: May 10, 1995 By:
----------------------------
Andrew Batinovich
Senior Vice President,
Chief Financial Officer
and Director
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.
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
By: Glenborough Realty Corporation,
a California corporation
the Managing General Partner
Date: May 10, 1995 By: /s/ Andrew Batinovich
----------------------------
Andrew Batinovich
Senior Vice President,
Chief Financial Officer
and Director
Page 15 of 15
