SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 33-3657
GLENBOROUGH PARTNERS
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
California 94-3193010
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 South El Camino Real, Suite 1100
San Mateo, California 94402-1708
(Address of principal executive offices) (Zip Code)
(415) 343-9300
(Registrant's telephone number)
Indicate by check mark 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 X No
--- ---
Total number of units outstanding as of September 30, 1996: 2,827,352
Page 1 of 17
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Balance Sheets
(in thousands, except units outstanding)
(Unaudited)
September 30, December 31,
1996 1995
Assets
Real estate investments, at cost:
Land $ -- $ 483
Building and improvements -- 2,778
------- -------
-- 3,261
Less:
Accumulated depreciation -- (75)
------- -------
Net real estate investments -- 3,186
Real estate held for sale, net 4,315 4,307
Cash and cash equivalents 892 812
Notes receivable 307 14
Due from affiliate -- 235
Deferred financing costs and other
fees, net of accumulated
amortization of $219 at
September 30, 1996 and
December 31, 1995 33 64
Prepaid expenses and other assets 20 151
Investment in unconsolidated joint
ventures 1,033 1,063
Investment in affiliated partnerships 420 --
------- -------
Total assets $ 7,020 $ 9,832
======= =======
- continued -
Page 2 of 17
<PAGE>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Balance Sheets - continued
(in thousands, except units outstanding)
(Unaudited)
September 30, December 31,
1996 1995
Liabilities and Partners' Equity
Liabilities:
Notes payable $ 2,200 $ 5,035
Accrued interest 15 34
Accounts payable and accrued expenses 321 155
------- -------
Total liabilities 2,536 5,224
------- -------
Partners' equity:
General partner 421 420
Limited Partners, 2,910,899 and
2,961,853 units outstanding at
September 30, 1996 and December
31, 1995, respectively 4,063 4,188
------- -------
Total partners' equity 4,484 4,608
------- -------
Total liabilities and partners' equity $ 7,020 $ 9,832
======= =======
See accompanying notes to consolidated financial statements.
Page 3 of 17
<PAGE>
<TABLE>
<CAPTION>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Operations
(in thousands, except per unit amounts)
(Unaudited)
Three Months Ended Nine
Months Ended
September 30,
September 30,
1996 1995 1996
1995
--------- ---------
- - --------- ---------
<S> <C> <C> <C>
<C>
Revenues:
Rental income $ 153 $ 735 $
538 $ 2,224
Income from investment in
affiliated partnership 167 --
329 --
Gain on debt forgiveness 125 --
125 --
Interest and other income (loss) 182 (28)
424 247
--------- ---------
- - --------- ---------
Total revenues 627 707
1,416 2,471
--------- ---------
- - --------- ---------
Expenses:
Operating, including $44 and $94
paid to affiliates during the nine
months ended September 30, 1996
and 1995, respectively 122 168
423 497
General and administative, including
$165 and $219 paid to affiliates during
the nine months ended September 30,
1996 and 1995, respectively 72 98
226 330
Depreciation and amortization 18 168
73 484
Interest expense 127 417
362 1,390
--------- ---------
- - --------- ---------
Total expenses 339 851
1,084 2,701
--------- ---------
- - --------- ---------
Income/(loss) before other income/(loss) 288 (144)
332 (230)
Other income/(loss):
Equity income (loss) on investment in
unconsolidated joint ventures 10 --
44 (58)
--------- ---------
- - --------- ---------
Net income (loss) $ 298 $ (144) $
376 $ (288)
========= =========
========= =========
Net income (loss) per limited
partnership unit $ 0.10 $ (0.05) $
0.13 $ (0.10)
========= =========
========= =========
Weighted average number of limited
partnership units outstanding during
the period used to compute net income
(loss) per limited partnership unit 2,910,899 2,961,853
2,944,868 2,961,853
========= =========
========= =========
See accompanying notes to consolidated financial statements.
Page 4 of 17
</TABLE>
<PAGE>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Partners' Equity
(in thousands)
For the nine months ended September 30, 1996 and 1995
(Unaudited)
Total
General Limited Partners'
Partner Partners Equity
Balance at December 31, 1995 $ 420 $ 4,188 $ 4,608
Redemption of units -- (127) (127)
Distribution of receivables (8) (365) (373)
Net income 9 367 376
------- ------- -------
Balance at September 30, 1996 $ 421 $ 4,063 $ 4,484
======= ======= =======
Balance at December 31, 1994 $ 435 $ 4,854 $ 5,289
Net loss (6) (282) (288)
------- ------- -------
Balance at September 30, 1995 $ 429 $ 4,572 $ 5,001
======= ======= =======
See accompanying notes to consolidated financial statements.
Page 5 of 17
<PAGE>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows (in thousands)
(Unaudited)
Nine months ended
September 30,
1996 1995
Cash flows from operating activities:
Net income (loss) $ 376 $ (288)
Adjustments to reconcile net income (loss) to
net cash provided by (used for) operating activities:
Gain from debt forgiveness (125) --
Depreciation and amortization 73 484
Amortization of loan fees, included in interest
expense 9 13
Equity (income) loss on investment in unconsolidated
joint ventures (44) 58
Changes in certain assets and liabilities:
Deferred financing costs and other fees (43) (105)
Prepaid expenses and other assets 123 81
Accounts payable and accrued expenses 213 (387)
Accrued interest payable (2) 31
------- -------
Net cash provided by (used for) operating activities 580 (113)
------- -------
Cash flows from investing activities:
Distribution from unconsolidated joint venture 76 --
Investment in unconsolidated joint venture -- (1,108)
Investment in affiliated partnership (352) --
Additions to real estate investments (26) (106)
Increase in notes receivable (293) (460)
------- -------
Net cash used for investing activities $ (595) $(1,674)
------- -------
- continued -
Page 6 of 17
<PAGE>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows - continued (in thousands)
(Unaudited)
Nine months ended
September 30,
1996 1995
Net cash flows from financing activities:
Due from affiliate $ 235 $ --
Proceeds from notes payable 2,200 1,200
Principal payments on notes payable (2,213) (1,775)
Redemption of limited partnership units (127) --
------- -------
Net cash provided by (used for) financing activities 95 (575)
Net increase (decrease) in cash and cash equivalents 80 (2,362)
Cash and cash equivalents at beginning of period 812 2,604
------- -------
Cash and cash equivalents at end of period $ 892 $ 242
======= =======
Supplemental disclosure of cash flow information:
Cash paid for interest $ 357 $ 1,346
======= =======
Supplemental disclosure of non cash transaction:
Sale of subsidiary partnership to an affiliated
partnership:
Sale of real estate, net $ 3,146 $ --
Assumption of debt by acquiring partnership
(including accrued interest) (2,714) --
Other assets and liabilities (364) --
------- -------
Net investment in affiliated partnership $ 68 $ --
======= =======
See accompanying notes to consolidated financial statements.
Page 7 of 17
<PAGE>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
September 30, 1996
(Unaudited)
Note 1. SUMMARY OF PARTNERSHIP AND SIGNIFICANT ACCOUNTING
POLICIES
Glenborough Partners, A California Limited Partnership ("Partnership" or
"Partners"), is the successor to Glenborough Limited, A California Limited
Partnership pursuant to section 15d-5 of the Securities Exchange Act of 1934.
On May 21, 1992, GOCO Realty Fund I, the partnership holding and operating the
Partnership's real property, filed a petition in the United States Bankruptcy
Court for the Northern District of California for reorganization under Chapter
11 of the Federal Bankruptcy Code. On January 13, 1994, a plan of reorganization
was filed with the Bankruptcy court which became effective January 24, 1994.
This partnership has since been renamed, GPA Ltd., A California Limited
Partnership ("GPA").
The general partners of both Partners and GPA are Glenborough Corporation, a
California corporation (formerly known as Glenborough Realty Corporation) and
Robert Batinovich (collectively "Glenborough" or "General Partner"). Glenborough
Corporation is the managing general partner of the Partnership. Glenborough
Partners is the sole limited partner of GPA.
To facilitate the Partnership's holding and transfer of real property as set
forth under the plan of reorganization, two partnerships were created in
February, 1994: (i) GPA West, L.P. ("West"); and (ii) GPA Industrial, L.P.
("Industrial"). A third subsidiary partnership, GPA Bond L.P.("Bond"), was
created in December, 1994 to hold and operate a property purchased on December
29, 1994.
Through December 31, 1995, all three partnerships were subsidiaries of GPA. The
general partners of each of these partnerships were Glenborough Corporation and
Robert Batinovich while the sole limited partner of each was GPA. On December
31, 1995, the Partnership contributed Industrial and its four properties to an
affiliated partnership, Glenborough Properties, L.P. ("Properties"), the
operating partnership of Glenborough Realty Trust Incorporated ("GRTI"), a real
estate investment trust managed by affiliates of the Partnership, in exchange
for 542,333 limited partnership units in Properties. The debt securing the
properties owned by Industrial was assumed by the acquiring partnership. As a
result, Industrial ceased to be a subsidiary at the end of calendar year 1995.
On July 15, 1996, the Partnership contributed its 45% non-voting limited partner
interest in UCT (see Note 7) to Properties, in exchange for 10,606 limited
partnership units in Properties. This transaction gave the Partnership a
cumulative total of 552,939 units in Properties.
Page 8 of 17
<PAGE>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
September 30, 1996
(Unaudited)
On September 24, 1996, the partners of Bond sold their respective ownership
interests in Bond to Properties and GRT Corporation, a wholly owned subsidiary
of GRTI. Properties issued 26,067 limited partnership units having an initial
redemption value of $400,000 (based on a $15 per unit value) and repaid
approximately $2,800,000 of indebtedness secured by the property in exchange for
the interests in Bond. As of September 24, 1996, as a result of the sale, Bond
is no longer a subsidiary of the Partnership.
The exchanges described above eliminated the Partnership's real estate
investments, reducing the Partnership's real estate holding to one property held
for sale.
In the opinion of Glenborough Corporation, the managing general partner, the
accompanying unaudited financial statements contain all adjustments (consisting
of only normal accruals) necessary to present fairly the financial position of
Glenborough Partners, A California Limited Partnership, at September 30, 1996
and December 31, 1995, the related statements of operations for the three and
nine months ended September 30, 1996 and 1995, and the statements of partners'
equity and cash flows for the nine months ended September 30, 1996 and 1995.
Consolidation - The accompanying consolidated financial statements of
Glenborough Partners, A California Limited Partnership include the accounts of
Glenborough Partners and its majority owned partnerships GPA Ltd., GPA West, and
GPA Bond (through September 24, 1996). All significant intercompany balances and
transactions have been eliminated in the consolidation.
Allocation of net income (loss) - Pursuant to the partnership agreements of
Partners and GPA Ltd., the general partners held a 2.27% share of the
Partnership's net income or loss and distributions during the period ended
September 30, 1996. This percentage is derived from the general partners' 1%
direct interest in GPA Ltd. and a 1.27% indirect interest through their 1.28%
general partner interest in Glenborough Partners' 99% interest in GPA Ltd.
As a result of an offer made to all of the Partnership's investors in April,
1996, the Partnership paid $127,000, a substantial discount from the estimated
value of the units, to repurchase 50,954 limited partnership units from
investors. These units were cancelled with an effective date of June 30, 1996,
resulting in 2,910,899 limited partnership units outstanding as of June 30,
1996. The reduction in outstanding limited partnership units resulted in revised
ownership interests of 2.29% and 97.71% by the general partners and limited
partners, respectively.
Reclassifications - Certain items in the 1995 financial statements have been
reclassified to conform to the 1996 financial statement presentation.
Page 9 of 17
<PAGE>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
September 30, 1996
(Unaudited)
Note 2. REFERENCE TO 1995 AUDITED FINANCIAL STATEMENTS
These unaudited financial statements should be read in conjunction with the
Notes to Consolidated Financial Statements included in the 1995 audited
financial statements.
Note 3. RELATED PARTY TRANSACTIONS
In accordance with the Limited Partnership and Property Management Agreements,
the Partnership shall pay Glenborough compensation for services provided to the
Partnership and management of the Partnership's assets.
All fees and reimbursable expenses paid to Glenborough and included in the
Partnership's operating expenses for the nine months ended September 30, 1996
and 1995 are as follows (in thousands):
Nine months ended
September 30,
1996 1995
Property management fees $ 28 $ 81
Property management salaries (reimbursed) 16 13
--------- --------
Total property management fees and salaries $ 44 $ 94
========= ========
The Partnership also reimburses Glenborough for expenses incurred for services
provided to the Partnership such as accounting, investor services, data
processing, legal and administrative services, and the actual costs of goods and
materials used for or by the Partnership. Glenborough was reimbursed $165,000
and $219,000 for such expenses during the nine months ended September 30, 1996
and 1995, respectively.
Note 4. NOTES RECEIVABLE
On August 1, 1996, the Partnership purchased a $546,370 promissory note and a
$1,350,000 credit with the NuView Union School District ("School Credits") for
$300,000 from an unaffiliated partnership ($250,000 payable at September 30,
1996, paid in October, 1996). The note requires no accrual or payment of
interest, has a ten year term and provides for a discounted payoff of $246,000
in the first year increasing at increments of $30,000 in each subsequent year
through the ten year term. As of September 30, 1996, the note receivable is
recorded at its estimated fair value of $300,000. Due to the uncertainty of
realizing any value on the School Credits, the Partnership has not recorded an
asset for the School Credits. The School Credits represent prepaid property tax
assessments on specified parcels of land in the Tri-City area of San
Page 10 of 17
<PAGE>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
September 30, 1996
(Unaudited)
Bernardino, California. In order for the specified parcels to be developed, the
School Credits must first be repaid to the Partnership.
Note 5. PREPAID EXPENSES AND OTHER ASSETS
At December 31, 1995, the Partnership had incurred $3,000 in costs and $75,000
in purchase deposits for the potential acquisition of a lodging property.
Through May, 1996, costs had increased to $35,000 and purchase deposits to
$500,000. However, in May, 1996, the Partnership's offer was outbid in a
bankruptcy court action procedure and the $500,000 in purchase deposits plus
accrued interest was refunded to the Partnership. Additionally, in June, 1996,
the Partnership received a net breakup fee of $52,000 which is included in other
income on the 1996 statement of operations.
Note 6. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
GRC AIRPORT ASSOCIATES:
In September, 1995, the Partnership made a $1,050,000 investment in an
unconsolidated joint venture, GRC Airport Associates. The sole real estate asset
of GRC Airport Associates is a 216,000 square foot industrial warehouse in San
Bruno, California purchased in October, 1995 for $9,225,000. Since the
Partnership only owns a 25% interest in this joint venture and does not have a
controlling interest, the Partnership accounts for this joint venture by the
equity method.
In the nine months ended September 30, 1996, the Partnership received
distributions totaling $76,000. A third quarter 1996 distribution of $26,000 was
declared and paid to the Partnership in October, 1996.
UNIVERSITY CLUB TOWER:
In 1994, the Partnership made a $1,000,000 principal payment on a note payable
on behalf of an affiliated partnership, University Club Tower ("UCT"). The
payment assisted in obtaining free and clear title from Brazos (the previous
lender) on the four buildings acquired at a specified release price by
Industrial (see Note 1). Financing for the four buildings was extremely
difficult to find in the 1993/1994 market so as an inducement for the lender to
finance this release price purchase, the Partnership paid down a portion of
UCT's note payable in good faith.
In December, 1994, the Partnership and UCT agreed that the $1,000,000 paid by
the Partnership in 1994 on behalf of UCT would be treated as an investment in
UCT. This gave the Partnership a 45% non-voting limited partner interest, a 99%
allocation of future income and losses, and an economic interest in any future
upside of this partnership, without exposure to any loss beyond
Page 11 of 17
<PAGE>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
September 30, 1996
(Unaudited)
its investment by the Partnership. Under these circumstances, the Partnership
accounted for this investment in joint venture using the equity method.
On July 15, 1996, the Partnership contributed its 45% non-voting limited partner
interest in UCT to Properties, in exchange for 10,606 limited partnership units
in Properties (see Note 7).
Note 7. INVESTMENT IN AFFILIATED PARTNERSHIPS
GLENBOROUGH PROPERTIES:
As stated in Note 1, on December 31, 1995, the Partnership contributed
Industrial and its four properties including related debt, to an affiliated
partnership, Properties, in exchange for 542,333 limited partnership units. The
net assets contributed to the operating partnership had a net book value of
zero.
On July 15, 1996, the Partnership contributed its 45% non-voting limited partner
interest in UCT (see Note 6) to Properties, in exchange for 10,606 limited
partnership units in Properties. This transaction gave the Partnership a
cumulative total of 552,939 units in Properties.
On September 24, 1996, the Partnership sold its ownership interest in Bond to
Properties in exchange for 26,067 limited partnership units, giving the
Partnership a cumulative total of 579,006 units. Since the Partnership does not
possess significant influence over Properties and the owned units equate to only
an 8% ownership interest at September 30, 1996, the Partnership accounts for
this investment using the cost method.
Properties has paid $329,000 in distributions to the Partnership during the nine
months ended September 30, 1996. A third quarter 1996 distribution of $174,000
was declared by Properties' board of directors in October, 1996 and paid to the
Partnership in November, 1996.
GLENCO SQUAW ASSOCIATES:
In 1996, the Partnership purchased 131,347 units (13% of the total units) in
Glenco Squaw Associates ("Squaw") from investors for $352,000. Squaw is a
partnership whose sole asset is a promissory note from the sale of its indirect
interest in a resort in Squaw Valley, California. Since the Partnership does not
posses significant influence over Squaw and owns only a 13% interest, the
Partnership accounts for this investment in joint venture using the cost method.
Page 12 of 17
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
INTRODUCTION
The following discussion addresses the Partnership's financial condition at
September 30, 1996 and its results of operations for the three and nine months
ended September 30, 1996 and 1995. This information should be read in
conjunction with the Partnership's audited December 31, 1995 Consolidated
Financial Statements, notes thereto and other information contained elsewhere in
this report.
LIQUIDITY AND CAPITAL RESOURCES
On December 31, 1995, the Partnership contributed a subsidiary partnership, GPA
Industrial, L.P., and its four properties to an affiliated partnership,
Glenborough Properties L.P. ("Properties"), the operating partnership of
Glenborough Realty Trust Incorporated, a real estate investment trust managed by
affiliates of the Partnership, in exchange for 542,333 limited partnership units
or 13% of the units in that partnership. The debt securing the properties owned
by GPA Industrial, L.P. was assumed by Properties. As a result, Industrial
ceased to be a subsidiary of the Partnership at the end of 1995. The net assets
contributed to Properties had a net book value of zero.
On July 15, 1996, the Partnership contributed its 45% non-voting limited partner
interest in University Club Tower ("UCT") to Properties in exchange for 10,606
limited partnership units. The net investment contributed to Properties had a
net book value of zero. The contribution increased the Partnership's investment
in Properties to 552,939 limited partnership units or 14% of the outstanding
units in Properties.
On September 24, 1996, the Partnership sold GPA Bond L.P., a subsidiary
partnership, to Properties in exchange for 26,067 limited partnership units,
giving the Partnership a cumulative total of 579,006 limited partnership units
in Properties. Due to Properties' issuance of additional limited partnership
units to other investors, this equates to only 8% of the outstanding limited
partnership units in Properties as of September 30, 1996.
Properties has made and is projected to continue to make distributions at an
annual rate of $1.20 per limited partnership unit in 1996. The projected cash
flow to the Partnership is greater than the estimated cash flow (after debt
service payments) that the Partnership would have received had it retained GPA
Industrial L.P., UCT and GPA Bond, L.P. Through September 30, 1996, Properties
has paid a total of $329,000 in 1996 distributions to the Partnership.
In June, 1996 the Partnership repurchased 50,954 units from its limited partners
at a price of $2.50 per unit, which due to the illiquidity of the units, is a
substantial discount from the estimated value of the units. These units have
been cancelled, which provides each remaining unitholder a slightly larger
interest in the Partnership's assets, allowing all investors to share in the
benefits from this purchase. Management believes that the limited partners
opting to sell their ownership units back to the Partnership did so based on a
desire to dispose of illiquid investments and eliminate the need for annual
processing of tax related information.
Page 13 of 17
<PAGE>
In 1996, the Partnership acquired 131,347 units of Glenco Squaw Associates
("Squaw"), an affiliated partnership, for $352,000. Squaw's sole asset is a
promissory note from the sale of its interest in a resort in Squaw Valley,
California. This was a result of a sale of its indirect interest in the resort,
which provided Squaw with: (i) $700,000 cash; (ii) a $2,300,000 promissory note
bearing interest at 8% per annum; (iii) additional payment contingent upon the
consideration received in excess of a stated price related to any future sale of
the resort; and (iv) any future benefits from its disputes with its joint
venture partners.
On August 1, 1996, the Partnership purchased a $546,370 promissory note and a
$1,350,000 Nuview Union School District Credit for $300,000 from an unaffiliated
partnership which is in the process of liquidation. Of the $300,000 purchase
price, $250,000 was payable at September 30, 1996 and subsequently paid in
October, 1996. The promissory note requires no accrual or payment of interest,
has a ten year term and provides for a discounted payoff of $246,000 in the
first year increasing at increments of $30,000 in each subsequent year through
the ten year term. The School Credits represent prepaid property tax assessments
on specified parcels of land in the Tri-City area of San Bernardino, California.
In order for the specified parcels to be developed, the School Credits must
first be repaid to the Partnership.
The Partnership's recent investments in real estate partnerships have either
generated positive cash flow for the Partnership or management believes have
substantial upside potential.
As of September 30, 1996, the only real estate directly owned by the Partnership
is a 129,500 square foot business center known as Rosemead Springs located in El
Monte, California, consisting of seven, one and two story buildings. On
September 9, 1996, the Partnership refinanced its $2,200,000 debt secured by the
Rosemead property with a $3,400,000 promissory note. As of September 30, 1996,
$1,200,000 of the total $3,400,000 remains undrawn on the line of credit. This
new loan is secured by the Partnership's interest in Properties, accrues
interest at a rate of 1 percentage point over the lender's index rate and
requires monthly interest only payments. The Rosemead property was under
contract to be sold but, the sale fell through and the Partnership has resumed
its quest for another suitable buyer.
The Partnership's $892,000 cash and cash equivalents balance at September 30,
1996 is believed by management to be sufficient to meet near term operating
requirements. The Partnership suspended its distributions in 1990 in an attempt
to increase liquidity and improve its capital resources after paying for tenant
and capital improvements, leasing commissions, refinancing costs, and increasing
debt service payments. As of November 13, 1996, distributions remain suspended
and management is unable to predict when they may be resumed.
RESULTS OF OPERATIONS
Rental revenues decreased $582,000 and $1,686,000 or 79% and 76% in the three
and nine months ended September 30, 1996 from the three and nine months ended
September 30, 1995 due to the contribution of GPA Industrial and its four
properties into an affiliated partnership at December 31, 1995, as discussed
above.
Income from investment in affiliated partnerships during the three and nine
months ended September 30, 1996 of $167,000 and $329,000, respectively,
represent dividends received from GRTI.
Page 14 of 17
<PAGE>
The Partnership recognized $125,000 in gain from debt forgiveness after the
lender on the loan secured by the Bond Street Building (GPA Bond) had forgiven
$125,000 in debt, prior to the sale of GPA Bond discussed above.
Interest and other revenue increased during the three and nine months ended
September 30, 1996 over the three and nine months ended September 30, 1995 due
to the recognition as other income, the $125,000 non-refundable deposit received
from the purchaser after the Rosemead sale fell through. Additionally, in 1996
the Partnership received prior year property tax refunds for the Rosemead
property.
Operating, general and administrative, depreciation and amortization and
interest expenses decreased during the three and nine months ended September 30,
1996 compared to the same periods in 1995 due again to the contribution of GPA
Industrial and its related properties, along with its debt, to Properties.
Page 15 of 17
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Partnership is not a party to, nor any of its assets the
subject of any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
#27 - Financial Data Schedule
(b) Reports on Form 8-K.
Registrant filed a Current Report on Form 8-K, dated September
24, 1996, reporting that Glenborough Partners, A California
Limited Partnership (the Registrant) sold a subsidiary
partnership, GPA Bond, L.P. to the operating partnership of a
real estate investment trust managed by affiliates of the
Partnership. Also included were the pro-forma balance sheets
and income statements.
Page 16 of 17
<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 thereunto duly authorized:
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ Robert Batinovich By: Glenborough Corporation,
Robert Batinovich a California corporation,
General Partner (formerly known as
Glenborough Realty Corporation)
its Managing General Partner
By:/s/Andrew Batinovich
Andrew Batinovich
Chief Executive Officer and
Chairman of the Board
By:/s/Terri Garnick
Terri Garnick
Chief Financial Officer
Date: November 13, 1996
Page 17 of 17
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000790129
<NAME> GLENBOROUGH PARTNERS
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 892
<SECURITIES> 0
<RECEIVABLES> 307
<ALLOWANCES> 0
<INVENTORY> 4315
<CURRENT-ASSETS> 892
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7020
<CURRENT-LIABILITIES> 336
<BONDS> 2200
0
0
<COMMON> 0
<OTHER-SE> 4484
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<EPS-PRIMARY> 0.13
<EPS-DILUTED> 0.13
</TABLE>
