<PAGE>
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, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number: 0-14271
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP, A California Limited
Partnership
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(Exact name of Registrant as specified in its charter)
California 94-2949474
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(State or other jurisdiction
of incorporation or organization) (I.R.S. Employer Identification No.)
One Seaport Plaza, New York, N.Y. 10292-0116
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 214-1016
N/A
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Former name, former address and former fiscal year, if changed since last
report.
Indicate by check CK 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 _CK_ No __
<PAGE>
Part I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
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(in thousands)
<S> <C> <C>
ASSETS
Investment in property:
Land $ 10,842 $ 10,842
Buildings, improvements and equipment 40,764 40,545
Less: Accumulated depreciation (20,119 ) (19,634)
Allowance for loss on impairment of assets (500 ) (500)
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Net investment in property 30,987 31,253
Cash and cash equivalents 932 697
Prepaid expenses and other assets, net 1,288 1,396
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Total assets $ 33,207 $ 33,346
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--------- ------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Notes payable $ 26,650 $ 26,650
Due to affiliates 693 705
Accounts payable and accrued liabilities 366 266
Security deposits and deferred revenue 330 335
Real estate taxes payable 88 57
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Total liabilities 28,127 28,013
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Partners' capital
Unitholders (68,795 depositary units issued and outstanding) 5,337 5,587
General partners (257 ) (254)
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Total partners' capital 5,080 5,333
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Total liabilities and partners' capital $ 33,207 $ 33,346
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The accompanying notes are an integral part of these statements
</TABLE>
2
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PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the three
months ended
March 31,
-----------------------------
1997 1996
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(in thousands,
except for depositary
unit amounts)
<S> <C> <C>
REVENUES
Operating $1,601 $1,510
Recovery of expenses 91 120
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1,692 1,630
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EXPENSES
Property operating 663 704
Interest 596 609
Depreciation and amortization 615 543
General and administrative 71 74
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1,945 1,930
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Net loss $ (253) $ (300)
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ALLOCATION OF NET LOSS
Unitholders $ (250) $ (297)
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General partners $ (3) $ (3)
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Net loss per depositary unit $(3.64) $(4.32)
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</TABLE>
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
<TABLE>
<CAPTION>
GENERAL
UNITHOLDERS PARTNERS TOTAL
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(in thousands)
<S> <C> <C> <C>
Partners' capital (deficit)--December 31, 1996 $ 5,587 $ (254) $5,333
Net loss (250) (3) (253)
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Partners' capital (deficit)--March 31, 1997 $ 5,337 $ (257) $5,080
----------- -------- ------
----------- -------- ------
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The accompanying notes are an integral part of these statements
</TABLE>
3
<PAGE>
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the three
months ended
March 31,
-----------------------------
1997 1996
<S> <C> <C>
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(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (253) $ (300)
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Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 615 543
Lease concessions-effective rents 23 (95)
Leasing commissions paid (37) (26)
Changes in:
Prepaid expenses and other assets (8) 156
Due to affiliates (12) 2
Accounts payable and accrued liabilities 100 213
Security deposits and deferred revenue (5) 9
Real estate taxes payable 31 34
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Total adjustments 707 836
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Net cash provided by operating activities 454 536
CASH FLOWS FROM INVESTING ACTIVITIES
Building and tenant improvements (219) (138)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes -- (41)
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Net increase in cash and cash equivalents 235 357
Cash and cash equivalents at beginning of period 697 806
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Cash and cash equivalents at end of period $ 932 $1,163
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 472 $ 470
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The accompanying notes are an integral part of these statements
</TABLE>
4
<PAGE>
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(Unaudited)
A. General
These financial statements have been prepared without audit. In the opinion
of Prudential-Bache Properties, Inc. ('PBP') and Glenborough Corporation and
Robert Batinovich (together, 'Glenborough') (collectively, the 'General
Partners'), the financial statements contain all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the financial position
of Prudential-Bache/Equitec Real Estate Partnership, A California Limited
Partnership (the 'Partnership') as of March 31, 1997, and the results of its
operations and its cash flows for the three months ended March 31, 1997 and
1996. However, the operating results for the interim periods may not be
indicative of the results expected for the full year.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. It is suggested that these financial statements be
read in conjunction with the financial statements and notes thereto included in
the Partnership's Annual Report on Form 10-K filed with the Securities and
Exchange Commission for the year ended December 31, 1996.
B. Related Parties
The General Partners and their affiliates perform services for the
Partnership which include, but are not limited to: accounting and financial
management; registrar, transfer and assignment functions; property management;
investor communications; printing and other administrative services. The General
Partners and their affiliates receive reimbursements for costs incurred in
connection with these services, the amount of which is limited by the provisions
of the Partnership Agreement. The costs and expenses were:
<TABLE>
<CAPTION>
Three months
ended March 31,
-------------------------------------
1997 1996
<S> <C> <C>
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(in thousands)
PBP and affiliates:
General and administrative $ 24 $ 28
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Glenborough and affiliates:
Property management fee and expenses 134 160
Leasing commissions 28 11
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162 171
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$186 $199
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</TABLE>
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PBP is not being paid on a current basis for general and administrative
expenses other than printing costs. During the three months ended March 31,
1997, PBP was reimbursed $50,000 which was applied to prior years' general and
administrative expenses due. At March 31, 1997 and December 31, 1996, the total
liability outstanding to PBP was approximately $675,000 and $705,000,
respectively. At March 31, 1997, the total liability outstanding to Glenborough
was approximately $18,000.
The Partnership maintains an account with the Prudential Institutional
Liquidity Portfolio Fund, an affiliate of PBP, for investment of its available
cash in short-term instruments pursuant to the guidelines established by the
Partnership Agreement.
Prudential Securities Incorporated ('PSI'), an affiliate of PBP, owns 180
depositary units at March 31, 1997.
5
<PAGE>
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Partnership generated cash from operations of $454,000 for the three
months ended March 31, 1997. During the three months ended March 31, 1997, the
Partnership incurred approximately $219,000 for building and tenant
improvements, primarily at the Montrose Office Park, Poplar Towers and Park
Plaza properties. In order to keep the properties competitive, building and
tenant improvements will continue to be required.
The Partnership had cash of approximately $932,000 at March 31, 1997. PBP is
not being reimbursed for its general and administrative expenses (other than
printing) on a current basis; however, a payment for past due amounts of $50,000
was made in the first quarter of 1997. At March 31, 1997, the total liability
outstanding (including printing) was approximately $675,000. Cash on hand plus
any cash generated from operations may not be sufficient to fund building and
tenant improvements and to pay deferred general and administrative expenses.
The General Partners continue to evaluate all of the properties' prospects
for eventual sale. It is unlikely that investors will be returned a significant
portion of their original investment upon the sale of the properties and
ultimate dissolution of the Partnership.
Results of Operations
The Partnership's net loss decreased by approximately $47,000 for the three
months ended March 31, 1997 as compared to the corresponding period in 1996 for
the reasons discussed below.
Property operating revenues increased by approximately $91,000 for the three
months ended March 31, 1997 as compared to the corresponding period in 1996 as
increases in Montrose, Poplar Towers, Gateway, and Totem Valley more than offset
the decrease at the Park Plaza property. The increase in operating revenues were
primarily the result of increased occupancies at the properties.
Recovery of expenses decreased by approximately $29,000 for the three months
ended March 31, 1997 as compared to the corresponding period in 1996 primarily
due to lower tenant recoveries at the Montrose property as a result of new
tenant leases.
Property operating expenses decreased by $41,000 for the three months ended
March 31, 1997 as compared to the corresponding period in 1996 due primarily to
decreases in property taxes and general repairs and maintenance.
Depreciation and amortization increased by approximately $72,000 for the
three months ended March 31, 1997 as compared to the corresponding period in
1996 due to increased building and tenant improvement additions.
6
<PAGE>
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
Thomas F. Lynch, III ceased to serve as President, Chief
Executive Officer, Chairman of the Board of Directors
and Director of Prudential-Bache Properties, Inc. effective
May 2, 1997. Effective May 2, 1997, Brian J. Martin was
elected President, Chief Executive Officer, Chairman of
the Board of Directors and Director of Prudential-Bache
Properties, Inc.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3 and 4 Amended and Restated Limited Partnership Agreement of
Registrant dated February 11, 1985 (incorporated by
reference to Amendment No. 1 to the Registrant's Form S-11
Registration Statement filed on February 14, 1985) and
Amendment No. 1 thereto dated April 18, 1985 (incorporated
by reference to Form 8-A filed on February 28, 1986), as
amended on March 25, 1994 (incorporated by reference to
Registrant's 1994 Annual Report on Form 10-K)
Amended and Restated Agreement between General Partners
dated December 28, 1990 (incorporated by reference to
the Registrant's 1990 Annual Report filed on Form 10-K)
27 Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K--None
7
<PAGE>
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, hereunto duly authorized.
Prudential-Bache/Equitec Real Estate Partnership,
A California Limited Partnership
By: Prudential-Bache Properties, Inc.
A Delaware corporation, General Partner
By: /s/ Eugene D. Burak Date: May 14, 1997
----------------------------------
Eugene D. Burak
Vice President
Chief Accounting Officer for the Registrant
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial
information extracted from the financial
statements for Prudential-Bache Equitec Real Estate
and is qualified in its entirety by reference
to such financial statements
</LEGEND>
<RESTATED>
<CIK> 0000757191
<NAME> Prudential-Bache Equitec Real Estate
<MULTIPLIER> 1
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-START> Jan-1-1997
<PERIOD-END> Mar-31-1997
<PERIOD-TYPE> 3-Mos
<CASH> 932,000
<SECURITIES> 0
<RECEIVABLES> 1,288,000
<ALLOWANCES> 500,000
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 51,606,000
<DEPRECIATION> 20,119,000
<TOTAL-ASSETS> 33,207,000
<CURRENT-LIABILITIES> 28,127,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5,080,000
<TOTAL-LIABILITY-AND-EQUITY> 33,207,000
<SALES> 0
<TOTAL-REVENUES> 1,692,000
<CGS> 0
<TOTAL-COSTS> 1,349,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 596,000
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (253,000)
<EPS-PRIMARY> (3.64)
<EPS-DILUTED> 0
</TABLE>
