<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 June 30, 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
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
California 94-2949474
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation
or organization) (I.R.S. Employer Identification No.)
One Seaport Plaza, New York, N.Y. 10292-0128
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 214-3500
N/A
- --------------------------------------------------------------------------------
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>
June 30, December 31,
1998 1997
- ----------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
ASSETS
Investment in property:
Land $ 10,842 $ 10,842
Buildings, improvements and equipment 41,822 41,602
Less: Accumulated depreciation (22,611) (21,629)
Allowance for loss on impairment of assets (500) (500)
--------- ------------
Net investment in property 29,553 30,315
Cash and cash equivalents 1,809 1,106
Prepaid expenses and other assets, net 1,034 1,200
--------- ------------
Total assets $ 32,396 $ 32,621
--------- ------------
--------- ------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Notes payable $ 26,650 $ 26,650
Due to affiliates 807 715
Accounts payable and accrued liabilities 733 664
Security deposits and deferred revenue 369 346
Real estate taxes payable 57 57
--------- ------------
Total liabilities 28,616 28,432
--------- ------------
Contingencies
Partners' capital
Unitholders (68,795 depositary units issued and outstanding) 4,049 4,454
General partners (269) (265)
--------- ------------
Total partners' capital 3,780 4,189
--------- ------------
Total liabilities and partners' capital $ 32,396 $ 32,621
--------- ------------
--------- ------------
</TABLE>
- -------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
2
<PAGE>
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended For the three months ended
June 30, June 30, June 30, June 30,
1998 1997 1998 1997
- -------------------------------------------------------------------------------------------------------
(in thousands, except for depositary unit amounts)
<S> <C> <C> <C> <C>
REVENUES
Operating $3,623 $3,223 $1,836 $1,622
Recovery of expenses 225 187 126 96
------------ ------------ ------------ ------------
3,848 3,410 1,962 1,718
------------ ------------ ------------ ------------
EXPENSES
Property operating 1,299 1,300 685 637
Interest 1,232 1,213 619 617
Depreciation and amortization 1,174 1,237 582 622
General and administrative 552 146 300 75
------------ ------------ ------------ ------------
4,257 3,896 2,186 1,951
------------ ------------ ------------ ------------
Net loss $ (409) $ (486) $ (224) $ (233)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
ALLOCATION OF NET LOSS
Unitholders $ (405) $ (481) $ (222) $ (231)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
General partners $ (4) $ (5) $ (2) $ (2)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Net loss per depositary unit $(5.89) $(6.99) $(3.23) $(3.35)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
- -------------------------------------------------------------------------------------------------------
</TABLE>
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
<TABLE>
<CAPTION>
GENERAL
UNITHOLDERS PARTNERS TOTAL
- ----------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Partners' capital (deficit)--December 31, 1997 $4,454 $ (265) $ 4,189
Net loss (405) (4) (409)
-------------- -------- -------
Partners' capital (deficit)--June 30, 1998 $4,049 $ (269) $ 3,780
-------------- -------- -------
-------------- -------- -------
</TABLE>
- -------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
3
<PAGE>
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the six For the six
months ended months ended
June 30, June 30,
1998 1997
- ---------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (409) $ (486)
------------ ------------
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 1,174 1,237
Lease concessions-effective rents 34 38
Leasing commissions paid (67) (133)
Changes in:
Prepaid expenses and other assets, net 60 107
Due to affiliates 92 (22)
Accounts payable and accrued liabilities 69 99
Security deposits and deferred revenue 23 13
Real estate taxes payable -- 8
------------ ------------
Total adjustments 1,385 1,347
------------ ------------
Net cash provided by operating activities 976 861
CASH FLOWS FROM INVESTING ACTIVITIES
Building improvements (220) (336)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan fees (53) --
------------ ------------
Net increase in cash and cash equivalents 703 525
Cash and cash equivalents at beginning of period 1,106 697
------------ ------------
Cash and cash equivalents at end of period $1,809 $1,222
------------ ------------
------------ ------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $1,242 $1,091
------------ ------------
------------ ------------
</TABLE>
- -------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
4
<PAGE>
PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP,
A California Limited Partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 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 June 30, 1998, and the results of its
operations for the six and three months ended June 30, 1998 and 1997 and its
cash flows for the six months ended June 30, 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 June 30, 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 $664,000 as of June
30, 1998, if certain items of deferred maintenance at the Properties are not
completed prior to the closing of the Sale. On May 28, 1998, a consent
solicitation statement was sent to Unitholders ('Consent Solicitation'), who
owned interests in the Partnership on April 1, 1998, seeking approval for the
Sale. As of the termination of the consent solicitation period on July 13, 1998,
the requisite vote of Unitholders had consented to the Sale and the liquidation
of the Partnership.
On June 26, 1998, a purported class action entitled Arthur Unger v.
Prudential-Bache Properties, Inc., Glenborough Corporation, et.al., was filed in
the Supreme Court of the State of New York, County of New York. The action
claims, among other things, that the General Partners of the Partnership
breached their fiduciary duty to the Unitholders of the Partnership by, among
other things, failing to act reasonably to maximize the distributions to be made
to Unitholders pursuant to the proposed liquidation of the Partnership.
In particular, the action claims that in considering the advisability of
offers made for one or more of the Partnership's real properties (the
'Properties') and direct and indirect interests in a joint venture whose sole
asset is one real property (the 'Interests,' and, together with the Properties,
the 'Assets'), the General Partners failed to use their best efforts to obtain
the highest possible bid from Hallwood Realty Partners L.P., which submitted an
unsolicited offer to the Partnership in November 1995 to purchase all of the
Assets. The action also claims that the consideration for which the General
Partners have agreed to sell the Assets pursuant to the Purchase Agreement to
the Purchaser is inadequate in that it is $2,000,000 less than the appraised
fair market value of the Assets. Moreover, the action alleges that the Consent
Solicitation disseminated by the General Partners in connection with the
proposed liquidation of the Partnership, contains certain representations which
are materially false and misleading. The complaint seeks declaratory and
compensatory relief and attorneys' fees and experts' fees. The General Partners
do not believe there is merit to these allegations and intend to vigorously
defend against such action.
5
<PAGE>
<PAGE>
The sale of the Partnership's Assets was scheduled to close on July 31, 1998.
However, the Purchaser advised the Partnership that, since the litigation could
not be resolved, it had elected not to proceed with the purchase of the Assets.
The Partnership intends to enforce the provisions of the Purchase Agreement in
response to the Purchaser's default, which may result in the payment of the
earnest money deposit held in escrow ($1 million plus interest) to the
Partnership. The Purchaser has advised the Partnership that it will oppose a
release of these funds to the Partnership.
This impasse over entitlement to the earnest money deposit finds the
Partnership and the Purchaser as potential adversaries. Nevertheless, each of
your general partners, Prudential-Bache Properties, Inc., Glenborough
Corporation and Robert Batinovich, are cooperating and will continue to work
together to protect the interests of the Unitholders. Mr. Robert Batinovich, who
played a key role in ensuring that mortgage financing was available to the
Partnership under difficult conditions a few years ago by providing certain
personal guarantees, has expressed a willingness, at least temporarily, to
continue to provide his personal guarantees to ensure the continuation of the
Partnership's mortgage financing. However, the Partnership may be required to
refinance the mortgage shortly.
During the past month, despite the General Partners' view that the lawsuit is
without merit, a number of discussions were held between counsel representing
the plaintiff and counsel for each of the General Partners in an attempt to
resolve the litigation. The General Partners are continuing to work with the
Purchaser in an attempt to resolve the litigation and to close the Sale of the
Partnership's Assets pursuant to the Purchase Agreement. Based upon discussions
to date, the General Partners are hopeful that a settlement will be achieved.
In the event a settlement is not achieved, the Partnership will review
alternatives for a disposition of its Assets. It is anticipated that any
alternative liquidation plan will entail additional costs that the Sale to the
Purchaser would not have required. There can be no assurance that the
Partnership will be able to sell all of its Assets, or that any sales will
exceed the prices offered by the Purchaser pursuant to the Purchase Agreement.
As a result of this situation, it is uncertain whether the Partnership will
be able to liquidate prior to the end of the year.
Certain expenses relating to lease commissions, lease concessions and loan
fees have been deferred, although previously paid, and are being amortized over
the terms of the respective leases or loans. At the closing of the Sale, the
remaining amount of these deferred items will be expensed. As of June 30, 1998,
the amount of such deferred items approximates $933,000 which is reflected in
'Prepaid expenses and other assets, net' in the Consolidated Statements of
Financial Condition.
6
<PAGE>
<PAGE>
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>
Six months Six months
ended ended
June 30, 1998 June 30, 1997
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------
(in thousands)
PBP and affiliates:
General and administrative $ 75 $ 48
------ ------
Glenborough and affiliates:
Property management fee and expenses 309 322
Leasing commissions 15 31
------ ------
324 353
------ ------
$ 399 $ 401
------ ------
------ ------
</TABLE>
<TABLE>
<CAPTION>
Three months Three months
ended ended
June 30, 1998 June 30, 1997
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------
(in thousands)
PBP and affiliates:
General and administrative $ 44 $ 24
------ ------
Glenborough and affiliates:
Property management fee and expenses 162 188
Leasing commissions 5 3
------ ------
167 191
------ ------
$ 211 $ 215
------ ------
------ ------
</TABLE>
PBP is not being paid on a current basis for general and administrative
expenses other than printing costs. At June 30, 1998 and December 31, 1997, the
total liability outstanding to PBP was approximately $785,000 and $715,000,
respectively. At June 30, 1998, the total liability outstanding to Glenborough
was approximately $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, an affiliate of PBP, owns 180 depositary
units at June 30, 1998.
C. Contingencies
See discussion in Note A to the Consolidated Financial Statements.
7
<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 $976,000 for the six months
ended June 30, 1998. During the six months ended June 30, 1998, the Partnership
disbursed $220,000 for building and tenant improvements, primarily at the Park
Plaza, Poplar Towers and Gateway properties. In order to keep the properties
competitive, building and tenant improvements will continue to be required.
The Partnership had cash of $1,809,000 at June 30, 1998. PBP is not being
reimbursed for its general and administrative expenses (other than printing) on
a current basis. However, partial payments against deferred amounts are
periodically made. At June 30, 1998, the total liability outstanding (including
printing) was approximately $785,000. 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
August 31, 1998.
The Partnership has entered into a Purchase Agreement to sell all of its
Properties for cash and the Unitholders have approved the sale and plan of
liquidation of the Partnership. (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 $77,000 and $9,000, respectively, for
the six and three months ended June 30, 1998 as compared to the corresponding
periods in 1997 for the reasons discussed below.
Property operating revenues increased by $400,000 and $214,000, respectively,
for the six and three months ended June 30, 1998 as compared to the
corresponding periods in 1997 primarily due to increases at the Montrose and
Park Plaza properties. The increase in operating revenues was primarily the
result of increased occupancies at these two properties.
Recovery of expenses increased by $38,000 and $30,000, respectively, for the
six and three months ended June 30, 1998 as compared to the corresponding
periods in 1997 primarily due to increased escalation charges at the Montrose
property.
Property operating expenses increased by $48,000 for the three months ended
June 30, 1998 as compared to the corresponding period in 1997 primarily due to
increased maintenance expenses at Montrose.
Depreciation and amortization decreased by $63,000 and $40,000, respectively,
for the six and three months ended June 30, 1998 as compared to the
corresponding periods in 1997 primarily due to fully amortized loan fees during
1997.
General and administrative expenses increased $406,000 and $225,000,
respectively, for the six and three months ended June 30, 1998 as compared to
the same periods in 1997 due primarily to professional fees incurred in
connection with the Partnership's preparation of the Consent Solicitation to the
Unitholders.
8
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings--This information is incorporated by reference to
Note A to the Consolidated Financial Statements in Part I.
Item 2. Changes in Securities--None
Item 3. Defaults Upon Senior Securities--None
Item 4. Submission of Matters to a Vote of Security Holders
Pursuant to the Consent Solicitation dated May 28, 1998, the
Unitholders of the Registrant approved, on July 13, 1998, the sale
of all the properties and plan of liquidation of the Registrant.
The vote was 38,193 Units or 55.5% in favor, 1,514 Units or 2.2%
against and 680 Units or 1.0% abstaining. Reference is made to the
Consent Solicitation dated May 28, 1998 which is incorporated by
reference.
Item 5. Other Information--None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2 Consent Solicitation Statement dated May 28, 1998 filed on the
Registrant's Proxy Statement on Schedule 14A and incorporated by
reference.
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) Filed as an exhibit to Registrant's Proxy Statement on
Schedule 14A dated May 28, 1998 and incorporated by reference.
9
<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: August 19, 1998
-----------------------------------------------------------------------
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-31-1998
<PERIOD-START> Jan-1-1998
<PERIOD-END> Jun-30-1998
<PERIOD-TYPE> 6-Mos
<CASH> 1,809,000
<SECURITIES> 0
<RECEIVABLES> 1,034,000
<ALLOWANCES> 500,000
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 52,664,000
<DEPRECIATION> 22,611,000
<TOTAL-ASSETS> 32,396,000
<CURRENT-LIABILITIES> 28,616,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,780,000
<TOTAL-LIABILITY-AND-EQUITY> 32,396,000
<SALES> 0
<TOTAL-REVENUES> 3,848,000
<CGS> 0
<TOTAL-COSTS> 3,025,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,232,000
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (409,000)
<EPS-PRIMARY> (5.89)
<EPS-DILUTED> 0
</TABLE>
