<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, 1999
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. 10292-0128
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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 __
<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,
1999 1998
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(in thousands)
<S> <C> <C>
ASSETS
Investment in property:
Land $ 10,842 $ 10,842
Buildings, improvements and equipment 42,062 42,009
Less: Accumulated depreciation (24,083) (23,587)
Allowance for loss on impairment of assets (500) (500)
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Net investment in property 28,321 28,764
Cash and cash equivalents 1,701 1,896
Prepaid expenses and other assets, net 973 1,019
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Total assets $ 30,995 $ 31,679
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Notes payable $ 26,650 $ 26,650
Due to affiliates 99 635
Accounts payable and accrued liabilities 870 1,003
Security deposits and deferred revenue 365 335
Real estate taxes payable 90 68
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Total liabilities 28,074 28,691
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Partners' capital
Unitholders (68,795 depositary units issued and outstanding) 3,199 3,265
General partners (278) (277)
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Total partners' capital 2,921 2,988
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Total liabilities and partners' capital $ 30,995 $ 31,679
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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,
----------------------------
1999 1998
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(in thousands, except
for depositary unit amounts)
<S> <C> <C>
REVENUES
Operating $1,747 $ 1,787
Recovery of expenses 96 99
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1,843 1,886
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EXPENSES
Property operating 717 614
Interest 570 613
Depreciation and amortization 590 592
General and administrative 33 252
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1,910 2,071
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Net loss $ (67) $ (185)
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ALLOCATION OF NET LOSS
Unitholders $ (66) $ (183)
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General partners $ (1) $ (2)
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Net loss per depositary unit $(0.96) $ (2.66)
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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, 1998 $3,265 $ (277) $ 2,988
Net loss (66) (1) (67)
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Partners' capital (deficit)--March 31, 1999 $3,199 $ (278) $ 2,921
-------------- -------- -------
-------------- -------- -------
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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,
-----------------------
1999 1998
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(in thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (67) $ (185)
--------- ---------
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization 590 592
Lease concessions-effective rents 24 16
Leasing commissions paid (28) (10)
Changes in:
Prepaid expenses and other assets, net 56 79
Due to affiliates (536) 51
Accounts payable and accrued liabilities (133) 26
Security deposits and deferred revenue 30 (1)
Real estate taxes payable 22 27
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Total adjustments 25 780
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Net cash provided by (used in) operating activities (42) 595
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CASH FLOWS FROM INVESTING ACTIVITIES
Building and tenant improvements (53) (135)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Loan fees (100) (18)
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Net increase (decrease) in cash and cash equivalents (195) 442
Cash and cash equivalents at beginning of period 1,896 1,106
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Cash and cash equivalents at end of period $ 1,701 $ 1,548
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--------- ---------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 584 $ 538
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--------- ---------
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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, 1999
(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, 1999, and the results of its
operations and its cash flows for the three months ended March 31, 1999 and
1998. 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, 1998.
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, 1999, the Partnership owned five
properties.
On October 13, 1997, the Partnership entered into a purchase agreement with
affiliates of the Glenborough general partners (the 'Purchaser'). Pursuant to
the purchase agreement, the Partnership intends to sell to the Purchaser all of
the Properties of the Partnership for cash in the amount of $47,145,000. The
gross proceeds will be reduced by the mortgage debt, as well as certain credits
to the Purchaser, which, in addition to any credits for secured obligations
which are assumed by the Purchaser, approximates $629,000 as of April 30, 1999,
if certain items of deferred maintenance at the Properties are not completed
prior to the closing of the Sale.
On July 13, 1998, the requisite vote of Unitholders had consented to the sale
of the properties and the liquidation of the Partnership. However, a purported
class action was initiated in June 1998 which resulted in a delay of the sale of
the properties until the litigation could be resolved. A settlement of the
litigation was reached and recently approved by the court. The sale of the
properties will now proceed in accordance with the plan of liquidation. It is
currently anticipated that the sale will be closed by approximately mid-year and
a distribution of substantially all of the proceeds will be made as soon as
practicable after the sale. Prior to December 31, 1999, the Partnership expects
to distribute any cash remaining after resolving all of its liabilities and then
dissolve.
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 would be expensed. As of March 31,
1999, the amount of such deferred items approximates $560,000 which is reflected
in 'Prepaid expenses and other assets, net' in the Consolidated Statements of
Financial Condition.
5
<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>
Three months ended
March 31,
-------------------------
1999 1998
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(in thousands)
<S> <C> <C>
PBP and affiliates:
General and administrative $ 30 $ 31
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Glenborough and affiliates:
Property management fee and expenses 168 147
Leasing commissions 13 10
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181 157
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$ 211 $ 188
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--------- ---------
</TABLE>
At March 31, 1999 and December 31, 1998, the total liability outstanding to
PBP was approximately $99,000 and $540,000, respectively. In February 1999, PBP
was fully reimbursed for general and administrative expenses (except printing)
due as of December 31, 1998.
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 March 31, 1999.
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 a negative cash flow from operations of $42,000 for
the three months ended March 31, 1999. During the three months ended March 31,
1999, the Partnership disbursed $53,000 for building and tenant improvements,
primarily at the 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 $1,701,000 at March 31, 1999. In February 1999,
PBP was fully reimbursed for general and administrative expenses (except
printing) due as of December 31, 1998. 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
November 1, 1999.
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 $118,000 for the three months ended
March 31, 1999 as compared to 1998 for the reasons discussed below.
Property operating revenues decreased $40,000 for the three months ended
March 31, 1999 as compared to 1998 primarily due to a decrease at Park Plaza as
a result of the loss in the fourth quarter of 1998 of a major tenant which
represented 24% of the rentable square footage.
Property operating expenses increased $103,000 for the three months ended
March 31, 1999 as compared to 1998 primarily due to increases at the Montrose
and Poplar Towers properties. The increase at Montrose was due to a general
increase in maintenance costs and at Poplar Towers due to higher property taxes.
General and administrative expenses decreased $219,000 for the three months
ended March 31, 1999 as compared to 1998 due primarily to professional fees
incurred in the prior year in connection with the Partnership's Consent
Solicitation.
Year 2000 Risk
As the Partnership is expected to be liquidating in 1999 and will not have
operations in the year 2000, the General Partners do not believe it is
appropriate to include a discussion of the Year 2000.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
7
<PAGE>
PART II. OTHER INFORMATION
<TABLE>
<S> <C>
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--None
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(k) Purchase Agreement, dated as of Effective Date, by and among the Registrant,
Glenborough Realty Trust Incorporated and Glenborough Properties, L.P.(1)
10(l) Amendment to Purchase Agreement, dated December 19, 1997 by and among the Registrant,
Glenborough Realty Trust Incorporated and Glenborough Properties, L.P.(1)
10(m) Second Amendment to Purchase Agreement, dated April 27, 1998 by and among the
Registrant, Glenborough Realty Trust Incorporated and Glenborough Properties, L.P.(1)
10(n) Third Amendment to Purchase Agreement, dated November 16, 1998 by and among the Regis-
trant, Glenborough Realty Trust Incorporated and Glenborough Properties, L.P.
(incorporated by reference to the Registrant's Quarterly Report for the period ended
September 30, 1998 filed on Form 10-Q)
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.
</TABLE>
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: May 17, 1999
-----------------------------------------------
Eugene D. Burak
Vice President
Chief Accounting Officer for the Registrant
9
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<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-31-99
<PERIOD-START> Jan-1-99
<PERIOD-END> Mar-31-99
<PERIOD-TYPE> 3-mos
<CASH> 1,701,000
<SECURITIES> 0
<RECEIVABLES> 973,000
<ALLOWANCES> (500,000)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 52,904,000
<DEPRECIATION> (24,083,000)
<TOTAL-ASSETS> 30,995,000
<CURRENT-LIABILITIES> 28,074,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,921,000
<TOTAL-LIABILITY-AND-EQUITY> 30,995,000
<SALES> 0
<TOTAL-REVENUES> 1,843,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,340,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 570,000
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (67,000)
<EPS-PRIMARY> (0.96)
<EPS-DILUTED> 0
</TABLE>
