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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, 1998
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 (I.R.S. Employer
incorporation or organization) Identification No.)
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) 214-3500
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 __
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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,
1998 1997
<S> <C> <C>
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(in thousands)
ASSETS
Investment in property:
Land $ 10,842 $ 10,842
Buildings, improvements and equipment 41,737 41,602
Less: Accumulated depreciation (22,118) (21,629)
Allowance for loss on impairment of assets (500) (500)
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Net investment in property 29,961 30,315
Cash and cash equivalents 1,548 1,106
Prepaid expenses and other assets, net 1,030 1,200
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Total assets $ 32,539 $ 32,621
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Note payable $ 26,650 $ 26,650
Due to affiliates 766 715
Accounts payable and accrued liabilities 690 664
Security deposits and deferred revenue 345 346
Real estate taxes payable 84 57
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Total liabilities 28,535 28,432
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Partners' capital
Unitholders (68,795 depositary units issued and outstanding) 4,271 4,454
General partners (267) (265)
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Total partners' capital 4,004 4,189
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Total liabilities and partners' capital $ 32,539 $ 32,621
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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,
-----------------------------
1998 1997
<S> <C> <C>
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(in thousands,
except for depositary
unit amounts)
REVENUES
Operating $1,787 $1,601
Recovery of expenses 99 91
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1,886 1,692
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EXPENSES
Property operating 614 663
Interest 613 596
Depreciation and amortization 592 615
General and administrative 252 71
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2,071 1,945
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Net loss $ (185) $ (253)
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ALLOCATION OF NET LOSS
Unitholders $ (183) $ (250)
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General partners $ (2) $ (3)
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Net loss per depositary unit $(2.66) $(3.64)
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CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
</TABLE>
<TABLE>
<CAPTION>
GENERAL
UNITHOLDERS PARTNERS TOTAL
<S> <C> <C> <C>
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(in thousands)
Partners' capital (deficit)--December 31, 1997 $ 4,454 $ (265) $4,189
Net loss (183) (2) (185)
----------- -------- ------
Partners' capital (deficit)--March 31, 1998 $ 4,271 $ (267) $4,004
----------- -------- ------
----------- -------- ------
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The accompanying notes are an integral part of these statements.
</TABLE>
3
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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,
-----------------------------
1998 1997
<S> <C> <C>
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(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (185) $ (253)
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Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 592 615
Lease concessions-effective rents 16 23
Leasing commissions paid (10) (37)
Changes in:
Prepaid expenses and other assets 79 (8)
Due to affiliates 51 (12)
Accounts payable and accrued liabilities 26 100
Security deposits and deferred revenue (1) (5)
Real estate taxes payable 27 31
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Total adjustments 780 707
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Net cash provided by operating activities 595 454
CASH FLOWS FROM INVESTING ACTIVITIES
Building and tenant improvements (135) (219)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan fees (18) --
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Net increase in cash and cash equivalents 442 235
Cash and cash equivalents at beginning of period 1,106 697
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Cash and cash equivalents at end of period $1,548 $ 932
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 538 $ 472
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The accompanying notes are an integral part of these statements.
</TABLE>
4
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PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(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, 1998, and the results of its
operations and its cash flows for the three months ended March 31, 1998 and
1997. 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 ('SEC') for the year ended December 31, 1997.
The Partnership was formed on June 19, 1984 and will terminate on December
31, 2009 unless ended sooner under the provisions of the Amended and Restated
Limited Partnership Agreement (the 'Partnership Agreement'). The Partnership was
formed for the purpose of purchasing, holding, operating, leasing and selling
various real properties. At March 31, 1998, the Partnership owned five
properties.
In April 1998, the Partnership entered into a purchase agreement, as amended
(the 'Purchase Agreement') with Glenborough Realty Trust Incorporated and a
subsidiary partnership, Glenborough Properties, L.P. , (together, the
'Purchaser'), which are affiliates of Glenborough. Pursuant to the Purchase
Agreement, the Partnership intends to sell to the Purchaser (the 'Sale') all of
the Properties of the Partnership for cash. The Purchase Agreement provides for
a purchase price equal to $47,145,000. This price will be reduced by certain
credits to the Purchaser, which, in addition to any credits for secured
obligations which are assumed by the Purchaser, approximates $690,000 as of
March 31, 1998, if certain items of deferred maintenance at the Properties are
not completed prior to the closing of the Sale. On May 4, 1998, the Partnership
filed a revised consent solicitation statement with the SEC describing the Sale.
If the Sale and plan of liquidation are approved by the Unitholders, the
Partnership intends to consummate the Sale, distribute the net proceeds and the
remaining net assets of the Partnership and liquidate the Partnership. The Sale
is required to be consummated not later than July 31, 1998.
Certain expenses relating to lease commissions, lease concessions and loan
fees have been deferred, although previously paid, and are amortized over the
terms of the respective leases or loans. At the closing of the Sale, the
remaining amount of these deferred items would be expensed. As of March 31,
1998, the amount of such deferred items approximates $950,000.
5
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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,
<S> <C> <C>
----------------------------------
1998 1997
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(in thousands)
PBP and affiliates:
General and administrative $ 31 $ 24
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Glenborough and affiliates:
Property management fee and expenses 147 134
Leasing commissions 10 28
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157 162
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$188 $186
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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. At March 31, 1998 and December 31, 1997, the
total liability outstanding to PBP was $744,000 and $715,000, respectively. At
March 31, 1998, the total liability outstanding to Glenborough was $22,000.
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, 1998.
6
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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 $595,000 for the three
months ended March 31, 1998. During the three months ended March 31, 1998, the
Partnership incurred $135,000 for building and tenant improvements, primarily at
the 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 $1,548,000 at March 31, 1998. PBP is not being
reimbursed for its general and administrative expenses (other than printing) on
a current basis. At March 31, 1998, the total liability outstanding (including
printing) was $744,000. 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.
In December 1996, the Partnership consolidated and refinanced all of the
existing notes on the five properties. The new note in the amount of $26,650,000
is secured by all of the properties and matured in December 1997.The lender has
agreed to several extensions of the note, mostly recently to extend the note to
July 31, 1998.
The Partnership has entered into a Purchase Agreement to sell all of its
Properties for cash. (See Note A to the Consolidated Financial Statements). 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 $68,000 for the three months ended
March 31, 1998 as compared to the corresponding period in 1997 for the reasons
discussed below.
Property operating revenues increased by $186,000 for the three months ended
March 31, 1998 as compared to the corresponding period in 1997 primarily due to
increases in the Montrose and Park Plaza properties. The increase in operating
revenues was primarily the result of increased occupancies at these two
properties.
Property operating expenses decreased by $49,000 for the three months ended
March 31, 1998 as compared to the corresponding period in 1997 due primarily to
decreases in property taxes and general repairs and maintenance at the Poplar
Tower property.
Depreciation and amortization decreased by $23,000 for the three months ended
March 31, 1998 as compared to the corresponding period in 1997 due to
fully-amortized loan fees during 1997.
General and administrative expenses increased $181,000 for the three months
ended March 31, 1998 as compared to the same period in 1997 due primarily to
professional fees incurred in connection with the Partnership preparing the
consent solicitation statement to the Unitholders.
7
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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)
10(a) Purchase Agreement, dated as of Effective Date, by and among
Registrant and Glenborough Realty Trust Incorporated and
Glenborough Properties, L.P.(1)
10(b) Amendment to Purchase Agreement dated December 19, 1997 by and
among Registrant and Glenborough Realty Trust Incorporated and
Glenborough Properties L.P.(1)
10(c) Second Amendment to Purchase Agreement dated April 27, 1998 by and
among Registrant and Glenborough Realty Trust Incorporated and
Glenborough Properties L.P.(1)
27 Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K--None
---------------
(1) Incorporated by reference to Amendment No. 4 to Preliminary
Proxy Statement on Schedule 14A as filed on May 4, 1998
8
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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, 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 15, 1998
----------------------------------------
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-31-1998
<PERIOD-START> Jan-1-1998
<PERIOD-END> Mar-31-1998
<PERIOD-TYPE> 3-Mos
<CASH> 1,548,000
<SECURITIES> 0
<RECEIVABLES> 1,030,000
<ALLOWANCES> 500,000
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 52,579,000
<DEPRECIATION> 22,118,000
<TOTAL-ASSETS> 32,539,000
<CURRENT-LIABILITIES> 28,535,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,004,000
<TOTAL-LIABILITY-AND-EQUITY> 32,539,000
<SALES> 0
<TOTAL-REVENUES> 1,886,000
<CGS> 0
<TOTAL-COSTS> 1,458,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 613,000
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (185,000)
<EPS-PRIMARY> (2.66)
<EPS-DILUTED> 0
</TABLE>
