<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 September 30, 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 (I.R.S. Employer Identification No.)
of incorporation or organization)
One Seaport Plaza, New York, N.Y. 10292-0128
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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>
September 30, 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 41,137 40,545
Less: Accumulated depreciation (21,115) (19,634)
Allowance for loss on impairment of assets (500) (500)
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Net investment in property 30,364 31,253
Cash and cash equivalents 1,154 697
Prepaid expenses and other assets, net 1,341 1,396
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Total assets $ 32,859 $ 33,346
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Notes payable $ 26,650 $ 26,650
Due to affiliates 690 705
Accounts payable and accrued liabilities 308 266
Security deposits and deferred revenue 357 335
Real estate taxes payable 95 57
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Total liabilities 28,100 28,013
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Partners' capital
Unitholders (68,795 depositary units issued and outstanding) 5,019 5,587
General partners (260) (254)
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Total partners' capital 4,759 5,333
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Total liabilities and partners' capital $ 32,859 $ 33,346
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The accompanying notes are an integral part of these consolidated 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 nine months ended For the three months ended
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
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(in thousands, except for depositary unit amounts)
<S> <C> <C> <C> <C>
REVENUES
Operating $ 4,964 $ 4,517 $ 1,741 $ 1,462
Recovery of expenses 277 307 90 92
Gain on disposition of investment 82 -- 82 --
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5,323 4,824 1,913 1,554
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EXPENSES
Property operating 1,974 2,081 674 680
Interest 1,838 1,817 625 601
Depreciation and amortization 1,871 1,507 634 478
General and administrative 214 208 68 65
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5,897 5,613 2,001 1,824
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Net loss $ (574) $ (789) $ (88) $ (270)
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ALLOCATION OF NET LOSS
Unitholders $ (568) $ (781) $ (87) $ (267)
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General partners $ (6) $ (8) $ (1) $ (3)
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Net loss per depositary unit $ (8.26) $(11.35) $ (1.27) $ (3.88)
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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 (568) (6) (574)
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Partners' capital (deficit)--September 30, 1997 $5,019 $ (260) $4,759
-------------- -------- ------
-------------- -------- ------
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The accompanying notes are an integral part of these consolidated statements
</TABLE>
3
<PAGE>
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the nine For the nine
months ended months ended
September 30, September 30,
1997 1996
<S> <C> <C>
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(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (574) $ (789)
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Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 1,871 1,507
Lease concessions-effective rents 3 50
Leasing commissions paid (286) (148)
Gain on disposition of investment (82) --
Changes in:
Prepaid expenses and other assets, net (48) 34
Due to affiliates (15) 15
Accounts payable and accrued liabilities 42 91
Security deposits and deferred revenue 22 48
Real estate taxes payable 38 6
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Total adjustments 1,545 1,603
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Net cash provided by operating activities 971 814
CASH FLOWS FROM INVESTING ACTIVITIES
Building improvements (592) (392)
Proceeds from disposition of investment 140 --
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Net cash used in investing activities (452) (392)
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CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes -- (168)
Loan fees paid (62) --
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Net cash used in financing activities (62) (168)
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Net increase in cash and cash equivalents 457 254
Cash and cash equivalents at beginning of period 697 806
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Cash and cash equivalents at end of period $ 1,154 $ 1,060
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 1,716 $ 1,678
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The accompanying notes are an integral part of these consolidated statements
</TABLE>
4
<PAGE>
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 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 September 30, 1997, the results of its
operations for the nine and three months ended September 30, 1997 and 1996 and
its cash flows for the nine months ended September 30, 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>
Nine months Nine months
ended ended
September 30, 1997 September 30, 1996
<S> <C> <C>
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(in thousands)
PBP and affiliates:
General and administrative $ 72 $ 70
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Glenborough and affiliates:
Property management fee and expenses 502 443
Leasing commissions 96 103
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598 546
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$670 $616
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</TABLE>
<TABLE>
<CAPTION>
Three months Three months
ended ended
September 30, 1997 September 30, 1996
<S> <C> <C>
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(in thousands)
PBP and affiliates:
General and administrative $ 24 $ 17
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Glenborough and affiliates:
Property management fee and expenses 180 151
Leasing commissions 65 40
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245 191
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$269 $208
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</TABLE>
5
<PAGE>
PBP is not being paid on a current basis for general and administrative
expenses other than printing costs. During the nine months ended September 30,
1997, PBP was reimbursed $100,000 which was applied to prior years' general and
administrative expenses due. At September 30, 1997 and December 31, 1996, the
total liability outstanding to PBP was $667,000 and $705,000, respectively. At
September 30, 1997, the total liability outstanding to Glenborough was $23,000.
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, an affiliate of PBP, owns 180 depositary
units at September 30, 1997.
<PAGE>
6
<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 $971,000 for the nine
months ended September 30, 1997. During the nine months ended September 30,
1997, the Partnership disbursed $592,000 for building and tenant improvements,
primarily related to the Montrose, Poplar Towers and Totem Valley properties. In
order to keep the properties competitive, building and tenant improvements will
continue to be required.
The Partnership had cash of $1,154,000 at September 30, 1997. PBP is not
being reimbursed for its general and administrative expenses (other than
printing) on a current basis; however, payments for past due amounts of $100,000
were made in the nine months ended September 30, 1997. At September 30, 1997,
the total liability outstanding (including printing) was $667,000. 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 of the Partnership believe that now is the appropriate
time to sell the Partnership's properties given current market conditions,
increased availability of investor capital, increased purchasing activity and a
favorable interest rate environment, among other reasons.
The General Partners filed a revised preliminary proxy statement in October
1997 with the Securities and Exchange Commission that will be sent to limited
partners requesting, among other things, their consent to sell the Partnership's
properties to Glenborough Realty Trust Incorporated, an affiliated entity of the
Glenborough General Partner, at a price equal to the appraised value of the
Partnership's properties. Such sale will be subject to certain conditions which
are more fully discussed in the proxy statement. It is anticipated that the
proxy statement will be mailed to the limited partners in November 1997.
Results of Operations
The Partnership's net loss decreased $215,000 and $182,000, respectively, for
the nine and three months ended September 30, 1997 as compared to 1996 for the
reasons discussed below.
Property operating revenues increased $447,000 and $279,000, respectively,
for the nine and three months ended September 30, 1997 as compared to 1996
primarily due to increases at Montrose, Gateway and Totem Valley as a result of
increased occupancies at the properties.
Recovery of expenses decreased $30,000 for the nine months ended September
30, 1997 as compared to 1996 primarily due to lower tenant recoveries at the
Montrose property as a result of new tenant leases.
The Partnership recorded a gain of $82,000 from the disposition of an
investment in a captive insurance company for the nine and three months ended
September 30, 1997.
Property operating expenses decreased $107,000 for the nine months ended
September 30, 1997 as compared to 1996. The variance was mainly due to a
reversal of $68,000 relating to a prior period accrued expense; a $24,000
decrease at Montrose due to lower tenant work orders and real estate taxes; and
a $21,000 decrease at Park Plaza due to lower management salaries and utilities
expense.
Depreciation and amortization increased $364,000 and $156,000, respectively,
for the nine and three months ended September 30, 1997 as compared to 1996
primarily due to the amortization of loan fees relating to the December 1996
mortgage refinancing.
7
<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--None
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
<PAGE>
8
<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: November 14, 1997
-------------------------------
Eugene D. Burak
Vice President
Chief Accounting Officer for the Registrant
9
<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> Sep-30-1997
<PERIOD-TYPE> 9-Mos
<CASH> 1,154,000
<SECURITIES> 0
<RECEIVABLES> 1,341,000
<ALLOWANCES> 500,000
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 51,979,000
<DEPRECIATION> 21,115,000
<TOTAL-ASSETS> 32,859,000
<CURRENT-LIABILITIES> 28,100,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,759,000
<TOTAL-LIABILITY-AND-EQUITY> 32,859,000
<SALES> 0
<TOTAL-REVENUES> 5,323,000
<CGS> 0
<TOTAL-COSTS> 4,059,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,838,000
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (574,000)
<EPS-PRIMARY> (8.26)
<EPS-DILUTED> 0
</TABLE>
