GLENBOROUGH PARTNERS A CALIFORNIA LP
10-Q, 1997-05-15
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                                    FORM 10-Q

                       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 March 31, 1997

                                       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                            94-3199021
     (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 March 31, 1997: 2,910,899


                                  Page 1 of 18
<PAGE>



Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

                              GLENBOROUGH PARTNERS,
                        A CALIFORNIA LIMITED PARTNERSHIP

                           Consolidated Balance Sheets
                    (in thousands, except units outstanding)
                                   (Unaudited)

                                                     March 31,     December 31,
                                                       1997            1996

Assets
Real estate held for sale, net                       $  3,225       $  3,225
Cash and cash equivalents                                 184            403
Notes receivable and other assets                         428            368
Deferred financing costs and other fees, net of
  accumulated amortization of $235 and $234
  at March 31, 1997 and December 31, 1996,
  respectively                                             49             33
Investment in affiliated partnerships                   1,793          2,004
Investment in unaffiliated partnerships                 1,536            ---
                                                     --------       --------

  Total assets                                       $  7,215       $  6,033
                                                     ========       ========

Liabilities and Partners' Equity
Liabilities:
  Notes payable                                      $  3,680       $  2,200
  Accounts payable and accrued expenses                    39             70
                                                     --------       --------

  Total liabilities                                     3,719          2,270
                                                     --------       --------

Partners' equity:
  General partner                                         401            404
  Limited Partners, 2,910,899 units outstanding at
    March 31, 1997 and December 31, 1996                3,095          3,359
                                                     --------       --------

  Total partners' equity                                3,496          3,763
                                                     --------       --------

  Total liabilities and partners' equity             $  7,215       $  6,033
                                                     ========       ========



          See accompanying notes to consolidated financial statements.



                                  Page 2 of 18
<PAGE>



                              GLENBOROUGH PARTNERS,
                        A CALIFORNIA LIMITED PARTNERSHIP

                      Consolidated Statements of Operations
                     (in thousands, except per unit amounts)
                                   (Unaudited)


                                                          Three months ended
                                                               March 31,
                                                          1997         1996
Revenue:
  Rental income                                         $     27     $    193
  Income from investment in affiliated partnership           185          ---
  Equity in earnings of affiliated partnership                30           31
  Interest and other income                                    2            5
                                                        --------     --------

     Total revenue                                           244          229
                                                        --------     --------

Expenses:
  Operating, including $4 and $15 paid to
    affiliates during the three months ended
    March 31, 1997 and 1996, respectively                     62          134
  General and administrative, including $43 and
    $55 paid to affiliates during the three months
    ended March 31, 1997 and 1996, respectively               88           70
  Depreciation and amortization                                1           24
  Interest expense                                            65          121
                                                        --------     --------

     Total expenses                                          216          349
                                                        --------     --------

Net income (loss)                                       $     28     $  (120)
                                                        ========     ========


Net income (loss) per limited partnership unit          $   0.01     $ (0.04)
                                                        ========     ========

Distributions per limited partnership unit              $   0.10     $    ---
                                                        ========     ========

Weighted average number of limited partnership units
  outstanding during the period used to compute net
  income (loss) and distribution per limited
  partnership unit                                     2,910,899    2,961,853
                                                       =========    =========





          See accompanying notes to consolidated financial statements.




                                  Page 3 of 18
<PAGE>



                              GLENBOROUGH PARTNERS,
                        A CALIFORNIA LIMITED PARTNERSHIP

                         Statements of Partners' Equity
               For the three months ended March 31, 1997 and 1996
                                 (in thousands)
                                   (Unaudited)



                                                                 Total
                                  General       Limited        Partners'
                                  Partner       Partners        Equity

Balance at December 31, 1996      $   404        $ 3,359        $ 3,763

Cash distributions                     (4)          (291)          (295)

Net income                              1             27             28
                                  -------        -------        -------

Balance at March 31, 1997         $   401        $ 3,095        $ 3,496
                                  =======        =======        =======



Balance at December 31, 1995      $   420        $ 4,188        $ 4,608

Net loss                               (3)          (117)          (120)
                                  -------        -------        -------

Balance at March 31, 1996         $   417        $ 4,071        $ 4,488
                                  =======        =======        =======
















          See accompanying notes to consolidated financial statements.




                                  Page 4 of 18
<PAGE>

                              GLENBOROUGH PARTNERS,
                        A CALIFORNIA LIMITED PARTNERSHIP

              Consolidated Statements of Cash Flows (in thousands)
                                   (Unaudited)
                                                           Three months ended
                                                                 March 31,
                                                             1997       1996
Cash flows from operating activities:
  Net income (loss)                                        $    28     $  (120)
Adjustments to reconcile net income (loss) to
 net cash used for operating activities:
  Depreciation and amortization                                  1          24
  Amortization of loan fees, included in interest expense      ---           3
  Equity income from investment in affiliated partnership      (30)        (31)
Changes in certain assets and liabilities:
  Deferred financing costs and other fees                      (17)         (1)
  Notes receivable and other assets                            (10)        (30)
  Accounts payable and accrued expenses                        (31)         (8)
                                                           -------     -------

Net cash used for operating activities                         (59)       (163)
                                                           -------     -------

Cash flows from investing activities:
  Distribution from investment in affiliated partnership       526          23
  Investment in affiliated partnership                        (285)        ---
  Investment in unaffiliated partnerships                   (1,536)        ---
  Additions to real estate investments                         ---         (11)
  Increase in notes receivable and other assets                (50)       (173)
                                                           -------     -------

Net cash used for investing activities                      (1,345)       (161)
                                                           -------     -------

Net cash flows from financing activities:
  Proceeds from notes payable                                2,180         ---
  Principal payments on notes payable                         (700)        ---
  Distributions to partners                                   (295)        ---
                                                           -------     -------

Net cash provided by financing activities                    1,185         ---
                                                           -------     -------

Net decrease in cash and cash equivalents                     (219)       (324)

Cash and cash equivalents at beginning of period               403         812
                                                           -------     -------

Cash and cash equivalents at end of period                 $   184     $   488
                                                           =======     =======

Supplemental disclosure of cash flow information:
  Cash paid for interest                                   $    54     $   119
                                                           =======     =======
          See accompanying notes to consolidated financial statements.


                                  Page 5 of 18
<PAGE>


                              GLENBOROUGH PARTNERS,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                 March 31, 1997
                                   (Unaudited)


Note 1.  SUMMARY OF PARTNERSHIP AND SIGNIFICANT ACCOUNTING POLICIES

In the opinion of Glenborough  Corporation,  the managing general  partner,  the
accompanying unaudited consolidated 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 March 31,
1997 and December 31, 1996, the related statements of operations,  statements of
partners'  equity and  statements  of cash flow for the three months ended March
31, 1997 and 1996.

Consolidation  -  The   accompanying   consolidated   financial   statements  of
Glenborough  Partners,  A California Limited Partnership include the accounts of
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 March
31,  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 canceled  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 1996  financial  statements  have been
reclassified to conform to the 1997 financial statement presentation.

Note 2.  REFERENCE TO 1996 AUDITED FINANCIAL STATEMENTS

These  unaudited  financial  statements  should be read in conjunction  with the
Notes  to  Consolidated  Financial  Statements  included  in  the  1996  audited
financial statements.







                                  Page 6 of 18
<PAGE>



                              GLENBOROUGH PARTNERS,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                 March 31, 1997
                                   (Unaudited)


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 three  months  ended March 31, 1997 and 1996 are as
follows (in thousands):

                                                      Three months ended
                                                           March 31,
                                                      1997          1996

Property management fees                            $     1       $    10
Property management salaries (reimbursed)                 3             5
                                                    -------       -------
Total property management fees and salaries         $     4       $    15
                                                    =======       =======

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 $43,000 and
$55,000 for such expenses during the three months ended March 31, 1997 and 1996,
respectively.

Note 4.  INVESTMENT IN AFFILIATED PARTNERSHIPS

GLENBOROUGH PROPERTIES L.P.:
The Partnership received $185,000 in the first quarter of 1997 which represented
the  fourth  quarter  1996  distributions  from its  investment  in  Glenborough
Properties L.P. This has been recognized as income on the accompanying March 31,
1997 consolidated statement of operations.

OUTLOOK INCOME/GROWTH FUND VIII:
On February 14, 1997, the Partnership  purchased 1,022 limited partnership units
in Outlook  Income/Growth Fund VIII, a California Limited Partnership  ("Outlook
VIII") (a partnership with the same general partner as the Partnership), from an
unaffiliated limited partner for $179,000. This provided the Partnership a total
of 1,953 limited partnership units (a 5.6% interest) in Outlook VIII as of March
31, 1997. The Partnership accounts for this investment in Outlook VIII using the
cost method.





                                  Page 7 of 18
<PAGE>



                              GLENBOROUGH PARTNERS,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                 March 31, 1997
                                   (Unaudited)


At March 31, 1997,  Outlook  VIII owned  interests  in three  properties:  (i) a
shopping  center in San Jose,  California,  consisting  of 83,000 square feet of
ground  leases  and  71,000  square  feet of  leasable  retail  space,  which is
currently held for sale; (ii) a 96,206 square foot retail shopping center in San
Marcos,  Texas;  and (iii) a 50%  interest  in a 342-unit  apartment  complex in
Huntington Beach, California.

In April 1997, the Partnership  purchased an additional 813 limited  partnership
units (equal to a 2.3% interest) from another  unaffiliated  limited  partner in
Outlook VIII for $138,000, resulting in a 7.9% interest in Outlook VIII.

OUTLOOK INCOME FUND 9:
On February 14, 1997, the Partnership  purchased  1,386,746 limited  partnership
units (equal to a 3.9% interest) in Outlook Income Fund 9, a California  Limited
Partnership  ("Outlook 9") (a partnership  with the same general  partner as the
Partnership), from an unaffiliated limited partner for $106,000. The Partnership
accounts for the investment in Outlook 9 using the cost method.

At March 31,  1997,  Outlook 9 owned  interests  in:  (i) a  160-unit  apartment
complex in Las Vegas, Nevada; (ii) a 171,743 square foot business center in Eden
Prairie,  Minnesota;  (iii) a 121-suite hotel in Memphis,  Tennessee; and (iv) a
139-suite hotel in Tempe, Arizona.

In  April  1997,  the  Partnership   purchased  an  additional  256,000  limited
partnership units (equal to a 0.7% interest) from another  unaffiliated  limited
partner in Outlook 9 for $18,000, resulting in a 4.6% interest in Outlook 9.

GRC AIRPORT ASSOCIATES:
The  Partnership  owns a 25%  interest in GRC Airport  Associates,  a California
Limited  Partnership.  The sole real estate asset of GRC Airport Associates is a
216,000  square  foot  industrial  warehouse  in  San  Bruno,  California.   The
Partnership accounts for its investment in GRC Airport using the equity method.

In January, 1997, the Partnership received a fourth quarter 1996 distribution of
$26,500 plus a return of capital distribution of $500,000 from GRC Airport.





                                  Page 8 of 18
<PAGE>




                              GLENBOROUGH PARTNERS,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                 March 31, 1997
                                   (Unaudited)


GRC  Airport  has  been  determined  to  be  a  significant  subsidiary  of  the
Partnership.  As such,  summary  condensed balance sheet information as of March
31, 1997,  and the condensed  statement of operations for the three months ended
March 31, 1997 are as follows (in thousands):

                                   GRC Airport
                       Balance Sheet as of March 31, 1997

Investment in real estate, net                             $     9,254
Cash and cash equivalents                                          244
Other assets                                                       292
                                                           -----------
       Total assets                                        $     9,790
                                                           ===========

Note payable                                               $     7,493
Other liabilities                                                   88
                                                           -----------
       Total liabilities                                         7,581
Partners' equity                                                 2,209
                                                           -----------
       Total liabilities and partners' equity              $     9,790
                                                           ===========

                                   GRC Airport
                             Statement of Operations
                    For the three months ended March 31, 1997

Revenue                                                    $       430
Expenses                                                           312
                                                           -----------
       Net income                                          $       118
                                                           ===========

The Partnership's share of GRC Airport's net income was $30,000 during the three
months ended March 31, 1997.

Note 5.  INVESTMENT IN UNAFFILIATED PARTNERSHIPS

On February 14, 1997, the Partnership purchased limited partnership units in the
following unaffiliated real estate partnerships:






                                  Page 9 of 18
<PAGE>



                              GLENBOROUGH PARTNERS,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                 March 31, 1997
                                   (Unaudited)

                                                   Ownership
       Partnership                   Units             %             Amount
   --------------------             ------         --------         --------
   Rancon Pacific Realty, LP        40,093           1.9%           $120,279
   Rancon Income Fund I                715           4.9%           $214,500
   Rancon Realty Fund IV             2,537           3.2%           $587,747
   Rancon Realty Fund V              2,491           2.5%           $613,334

Note 6.  NOTES PAYABLE

In January 1997, the Partnership  paid down $700,000 on the  Mid-Peninsula  Bank
line of  credit.  The funds  used to pay down the line of  credit  came from the
January 1997  distributions  from GRC Airport and Partnership cash reserves.  In
February 1997, the Partnership drew $1,900,000 on the line of credit to fund the
purchase of  partnership  units in various  affiliated and  non-affiliated  real
estate  partnerships.  On March 6, 1997, the Partnership obtained an increase on
its line of credit  from  $3,400,000  to  $5,000,000  and  subsequently  drew an
additional $280,000 to fund a special distribution to its partners (see below).

Note 7.  DISTRIBUTIONS

On March 26, 1997, the Partnership made a special $295,000 cash  distribution to
help  alleviate  its  partners'  tax burden  arising  from their  portion of the
undistributed 1996 taxable income of the Partnership.

Note 8.  SUBSEQUENT EVENTS

On April 18, 1997, the Partnership sold its Rosemead Springs property, a 129,500
square foot multi-tenant office building located in El Monte, California,  to an
unaffiliated entity. Total consideration of $2,675,000 was paid in cash and used
by the Partnership to pay down its line of credit with  Mid-Peninsula  Bank. The
Partnership still owns 1.16 acres of land which is held for sale.

In May 1997,  the  Partnership  purchased a total of 6,000 shares of Glenborough
Realty Trust  Incorporated  ("GLB"),  a real estate  investment trust managed by
affiliates of the Partnership,  for $120,000.  GLB is publicly traded on the New
York Stock Exchange.

The  following  pro  forma  consolidated   financial  statements  represent  the
Partnership's   consolidated   balance  sheet  and  consolidated   statement  of
operations as of and for the three months ended March 31, 1997, and for the year
ended December 31, 1996, as if the Rosemead Springs property was sold on January
1, 1996.


                                 Page 10 of 18
<PAGE>


                              GLENBOROUGH PARTNERS,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                 March 31, 1997
                                   (Unaudited)



                      Pro forma Consolidated Balance Sheet
                              As of March 31, 1997
                    (in thousands, except units outstanding)
                                   (Unaudited)

                                                           Pro forma
                                             Historical   Adjustments  Pro forma
Assets
Real estate held for sale, net                $  3,225     $ (2,675)   $   550

Cash and cash equivalents                          184          ---        184
Notes receivable and other assets                  428          (21)       407
Deferred financing costs and other fees, net        49          ---         49
Investment in affiliated partnerships            1,793          ---      1,793
Investment in unaffiliated partnerships          1,536          ---      1,536
                                              --------     --------    -------

Total assets                                  $  7,215     $ (2,696)   $ 4,519
                                              ========     ========    =======

Liabilities and Partners' Equity
Liabilities:
   Notes payable                              $  3,680     $ (2,682)   $   998
   Accounts payable and accrued expenses            39          (10)        29
                                              --------     --------    -------

Total liabilities                                3,719       (2,692)     1,027
                                              --------     --------    -------

Partners' equity:
   General partner                                 401          ---        401
   Limited partners, 2,910,899 units
     outstanding                                 3,095           (4)     3,091
                                              --------     --------    -------

Total partners' equity                           3,496           (4)     3,492
                                              --------     --------    -------

Total liabilities and partners' equity        $  7,215     $ (2,696)   $ 4,519
                                              ========     ========    =======





                                 Page 11 of 18
<PAGE>


                              GLENBOROUGH PARTNERS,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                 March 31, 1997
                                   (Unaudited)


                 Pro forma Consolidated Statement of Operations
                    For the three months ended March 31, 1997
          (in thousands, except units outstanding and per unit amounts)
                                   (Unaudited)

                                                           Pro forma
                                             Historical   Adjustments  Pro forma
Revenue:
   Rental income                              $     27     $    (27)   $   ---
   Income from investment in affiliated
     partnership                                   185          ---        185
   Equity in earnings of affiliated partnership     30          ---         30
   Interest and other income                         2          ---          2
                                              --------     --------    -------

Total revenue                                      244          (27)       217
                                              --------     --------    -------

Expenses:
   Operating                                        62          (62)       ---
   General and administrative                       88           (2)        86
   Depreciation and amortization                     1           (1)       ---
   Interest expense                                 65          (47)        18
                                              --------     --------    -------

Total expenses                                     216         (112)       104
                                              --------     --------    -------

Net income                                    $     28     $     85    $   113
                                              ========     ========    =======



Net income per limited partnership unit       $   0.01     $   0.03    $  0.04
                                              ========     ========    =======

Weighted average number of limited
  partnership units outstanding during
  the period used to compute net income
  per limited partnership unit               2,910,899    2,910,899   2,910,899
                                             =========    =========   =========





                                 Page 12 of 18
<PAGE>




                              GLENBOROUGH PARTNERS,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                 March 31, 1997
                                   (Unaudited)


                 Pro forma Consolidated Statement of Operations
                      For the year ended December 31, 1996
          (in thousands, except units outstanding and per unit amounts)
                                   (Unaudited)

                                                           Pro forma
                                             Historical   Adjustments  Pro forma
Revenue:
   Rental income                              $    563     $   (168)   $   395
   Income from investment in affiliated
     partnership                                   502          ---        502
   Equity in earnings of affiliated partnership     86          ---         86
   Interest and other income                       430         (276)       154
                                              --------     --------    -------

Total revenue                                    1,581         (444)     1,137
                                              --------     --------    -------

Expenses:
   Operating                                       517         (329)       188
   General and administrative                      316           (6)       310
   Depreciation and amortization                    74           (4)        70
   Interest expense                                427         (237)       190
   Provision for impairment of real estate
     held for sale                               1,090       (1,090)       ---
                                              --------     --------    -------

Total expenses                                   2,424       (1,666)       758
                                              --------     --------    -------

Loss before extraordinary items                   (843)       1,222        379

Extraordinary item:
   Gain on forgiveness of debt                     125          ---        125
                                              --------     --------    -------

Net income (loss)                             $   (718)    $  1,222    $   504
                                              ========     ========    =======




                                  - continued -



                                 Page 13 of 18
<PAGE>




                              GLENBOROUGH PARTNERS,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                 March 31, 1997
                                   (Unaudited)


           Pro forma Consolidated Statement of Operations - continued
                      For the year ended December 31, 1996
          (in thousands, except units outstanding and per unit amounts)
                                   (Unaudited)


                                                           Pro forma
                                             Historical   Adjustments  Pro forma

Loss before extraordinary items per
   limited partnership unit                   $   (.28)    $    .41    $   .13
Extraordinary item per limited
   partnership unit                                .04          ---        .04
                                              --------     --------    -------

Net income per limited partnership unit       $   (.24)    $    .41    $   .17
                                              ========     ========    =======

Weighted average number of limited
  partnership units outstanding during
  the period used to compute net income
  per limited partnership unit               2,936,376    2,936,376   2,936,376
                                             =========    =========   =========






                                 Page 14 of 18
<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
March 31, 1997 and its results of  operations  for the three  months ended March
31,  1997 and 1996.  This  information  should be read in  conjunction  with the
Partnership's audited December 31, 1996 Consolidated Financial Statements, notes
thereto and other information contained elsewhere in this report.

LIQUIDITY AND CAPITAL RESOURCES

In January 1997, the  Partnership  received a fourth  quarter 1996  distribution
from  operations  of $26,500 plus a return of capital  distribution  of $500,000
from GRC Airport.  These funds, plus the Partnership's cash reserves,  were used
to pay down $700,000 on its  Mid-Peninsula  Bank  ("Mid-Pen")  revolving line of
credit.

On February 14, 1997, the Partnership drew the remaining $1,900,000 available on
the Mid-Pen revolving line of credit to fund the $1,821,000  purchase of limited
partnership   units  in  various   affiliated  and   unaffiliated   real  estate
partnerships.

On March 6, 1997,  Mid-Pen increased the Partnership's  revolving line of credit
from $3,400,000 to $5,000,000 and  subsequently  drew an additional  $280,000 to
fund a special  $295,000  distribution  to its partners on March 26, 1997.  This
distribution  was to help  alleviate its partners' tax burden arising from their
portion of the undistributed taxable income of the Partnership in 1996.

The  Partnership  also  received  $185,000  in the first  quarter  of 1997 which
represented  the  fourth  quarter  1996  distribution  from  its  investment  in
Glenborough Properties L.P. Management believes that the quarterly distributions
will continue throughout 1997.

As of March 31, 1997, the Partnership's cash balance was $184,000. The remainder
of the  Partnership's  assets consisted  primarily of its investment in the real
estate  held  for  sale  (referred  to as  the  Rosemead  Springs  property)  of
$3,225,000 and investments in various partnerships of $3,329,000.

On April 18, 1997, the Partnership sold its Rosemead Springs property, a 129,500
square foot multi-tenant office building located in El Monte, California,  to an
unaffiliated  third party.  Total  consideration of $2,675,000 was paid in cash.
Net proceeds from the sale of $2,682,000 were used to pay down the Partnership's
revolving line of credit with Mid-Pen.  The  Partnership  still owns a parcel of
land which is held for sale.

Also in April 1997, the Partnership  drew an additional  $460,000 on the Mid-Pen
line of credit to fund the purchases of additional limited  partnership units in
Outlook Income/Growth Fund VIII and Outlook Income Fund 9.



                                 Page 15 of 18
<PAGE>




In May 1997,  the  Partnership  purchased a total of 6,000 shares of Glenborough
Realty Trust  Incorporated  ("GLB"),  a real estate  investment trust managed by
affiliates of the Partnership,  for $120,000.  GLB is publicly traded on the New
York Stock Exchange.

Based on the program financial information,  hereby incorporated by reference to
the Notes to the  Consolidated  Financial  Statement  included in Item 1 of this
Form 10-Q, the  Partnership's  liquidity and capital resources at March 31, 1997
should be  sufficient  to meet near term  operating  requirements.  As of May 9,
1997,  approximately $3,500,000 of the $5,000,000 Mid-Pen line of credit remains
available  for future  investments  if  suitable  real  estate  investments  are
identified.

RESULTS OF OPERATIONS

Rental  revenues  decreased  $166,000 or 86% during the three months ended March
31, 1997  compared to the three  months  ended March 31, 1996 due to the sale of
the Bond Street property,  a 40,600 square foot  multi-tenant  office complex in
Farmington Hills, Michigan on September 24, 1996.

Income from investment in affiliated  partnership  during the three months ended
March 31, 1997 of $185,000  represent  dividends received from the Partnership's
investment in Glenborough Properties L.P..

Operating  expenses and depreciation and amortization  have decreased $72,000 or
54% and  $23,000  or 96%,  respectively,  due to the  sale  of the  Bond  Street
property discussed above.

General and administrative expenses increased $18,000 or 26% in the three months
ended  March 31,  1997  compared  to the three  months  ended March 31, 1996 due
primarily  to one-time  professional  tax  services  to provide a 1996  year-end
analysis to its partners of the impact of the Partnership's 1996 activities.

Interest  expense  decreased  $56,000 or 46% during the three months ended March
31, 1997  compared to the three  months  ended March 31, 1996 as a result of the
debt eliminated in connection with the sale of the Bond Street property in 1996.




                                 Page 16 of 18
<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 May 5,  1997,
         reporting that Glenborough  Partners,  A California Limited Partnership
         (the  Registrant) sold on April 18, 1997, the Rosemead Springs property
         to an unaffiliated third party for $2,675,000.




                                 Page 17 of 18
<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                       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: May 15, 1997



                                 Page 18 of 18
<PAGE>


<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000790129
<NAME>                        GLENBOROUGH PARTNERS
<MULTIPLIER>                  1,000
       
<S>                             <C>
<PERIOD-TYPE>                  3-MOS
<FISCAL-YEAR-END>              DEC-31-1997
<PERIOD-START>                 JAN-01-1997
<PERIOD-END>                   MAR-31-1997
<CASH>                            184
<SECURITIES>                        0
<RECEIVABLES>                     428
<ALLOWANCES>                        0
<INVENTORY>                     3,225
<CURRENT-ASSETS>                  184
<PP&E>                              0
<DEPRECIATION>                      0
<TOTAL-ASSETS>                  7,215
<CURRENT-LIABILITIES>              39
<BONDS>                         3,680
               0
                         0
<COMMON>                            0
<OTHER-SE>                      3,496
<TOTAL-LIABILITY-AND-EQUITY>    7,215
<SALES>                             0
<TOTAL-REVENUES>                  244
<CGS>                               0
<TOTAL-COSTS>                       0
<OTHER-EXPENSES>                  151
<LOSS-PROVISION>                    0
<INTEREST-EXPENSE>                 65
<INCOME-PRETAX>                    28
<INCOME-TAX>                        0
<INCOME-CONTINUING>                28
<DISCONTINUED>                      0
<EXTRAORDINARY>                     0
<CHANGES>                           0
<NET-INCOME>                       28
<EPS-PRIMARY>                     .01
<EPS-DILUTED>                     .01
        


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