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Previous: GLENBOROUGH PARTNERS A CALIFORNIA LP, 10-Q/A, 1999-02-05 |
Next: PUTNAM HIGH QUALITY BOND FUND, 497, 1999-02-05 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report February 5, 1999
(Date of earliest event reported) (January 21, 1999)
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
California 33-3657 94-3199021
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
400 South El Camino Real, Suite 1100, San Mateo, California 94402
(Address of principal executive offices)
Registrant's Telephone number, including area code: (650) 343-9300
--------------
This Form 8-K contains a total of 7 pages.
No exhibit required.
Page 1 of 7
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 21, 1999, Glenborough Partners, a California Limited Partnership (the
"Registrant") purchased 16.23 acres of unimproved land in Burlingame, San Mateo
County, California (the "Burlingame land") for a purchase price of $14,000,000.
The Registrant funded the acquisition by obtaining the following financing
arrangements from a single lender: (i) a $9,688,500 loan which is secured by a
first deed of trust on the Burlingame land ("Real Estate Loan"); (ii) a
$2,211,500 loan which is secured by securities owned by the Registrant ("Stock
Secured Loan"); and (iii) an increase of $2,100,000 in the Registrant's existing
line of credit ("Line of Credit"). The Real Estate Loan and the Stock Secured
Loan require monthly interest only payments with interest accruing at a rate of
1 percentage point over the lender's index rate (effective rate of 8.75% on
January 21, 1999) and mature on July 19, 1999 and January 19, 2000,
respectively.
Item 7. FINANCIAL STATEMENTS.
(b) The following unaudited pro forma financial statements represent the
Partnership's consolidated balance sheet as of September 30, 1998 and
the consolidated statements of operations for the nine months ended
September 30, 1998 and for the year ended December 31, 1997, as if the
acquisition of the Burlingame land (discussed above) had occurred on
January 1, 1997.
The pro forma consolidated financial information is unaudited and is
not necessarily indicative of the results which would have occurred if
the acquisition of the Burlingame land had been consummated in the
periods presented, or on any particular date in the future, nor does it
purport to represent the financial position, results of operations, or
cash flows for future periods.
Page 2 of 7
<PAGE>
<TABLE>
<CAPTION>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Pro Forma Consolidated Balance Sheet
As of September 30, 1998
(in thousands)
(Unaudited)
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Assets Real estate investments:
Rental property, net $ 2,184 $ -- $ 2,184
Land held for sale 265 18,284 18,549
Cash and cash equivalents 137 -- 137
Marketable securities of affiliate, at fair
value (cost basis of $3,361) 2,977 -- 2,977
Securities of unaffiliated entity, at cost 400 -- 400
Deposits in escrow 311 -- 311
Notes receivable 520 -- 520
Investment in affiliated partnership 973 -- 973
Investments in unaffiliated entities 2,751 -- 2,751
Investment in management contracts, net 1,708 -- 1,708
Minority interest 148 -- 148
Other assets 820 -- 820
------------ ------------ ------------
Total assets $ 13,194 $ 18,284 $ 31,478
============ ============ ============
Liabilities and Partners' Equity
Liabilities:
Notes payable $ 7,887 $ 16,122 $ 24,009
Due to affiliate -- 2,144 2,144
Accounts payable and other liabilities 1,123 -- 1,123
Reservation deposits 311 -- 311
------------ ------------ ------------
Total liabilities 9,321 18,266 27,587
------------ ------------ ------------
Partners' equity:
General partner, 34,577 units outstanding 425 -- 425
Limited partners, 2,806,764 units
outstanding 3,448 18 3,466
------------ ------------ ------------
Total partners' equity 3,873 18 3,891
------------ ------------ ------------
Total liabilities and partners' equity $ 13,194 $ 18,284 $ 31,478
============ ============ ============
</TABLE>
Page 3 of 7
<PAGE>
<TABLE>
<CAPTION>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Pro Forma Consolidated Statement of Operations
For the nine months ended September 30, 1998
(in thousands, except units outstanding and per unit
amounts)
(Unaudited)
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Revenue:
Rental income $ 283 $ -- $ 283
Income from management contracts 2,273 -- 2,273
Income from investments in partnerships 881 -- 881
Gain on liquidation of investment in
unaffiliated entity 246 -- 246
Equity in earnings of investments in
unaffiliated entities 92 -- 92
Dividend, interest and other income 262 -- 262
------------ ------------ ------------
Total revenue 4,037 -- 4,037
------------ ------------ ------------
Expenses:
Operating 857 -- 857
General and administrative, including $153
paid to an affiliate 1,617 -- 1,617
Depreciation and amortization 296 -- 296
Interest expense 509 -- 509
------------ ------------ ------------
Total expenses 3,279 -- 3,279
------------ ------------ ------------
Income from operations before minority
interest 758 -- 758
Minority interest 27 -- 27
------------ ------------ ------------
Net income $ 785 $ -- $ 785
============ ============ ============
Other comprehensive income/loss:
Unrealized holding loss on
marketable securities (918) -- (918)
------------ ------------ ------------
Comprehensive loss $ (133) $ -- $ (133)
============= ============ ============
Net income per limited partnership unit $ 0.27 $ -- $ 0.27
=========== ============ ============
Weighted average number of limited
partnership units outstanding 2,849,962 2,849,962 2,849,962
============ ============ ============
</TABLE>
Page 4 of 7
<PAGE>
<TABLE>
<CAPTION>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Pro Forma Consolidated Statement of Operations
For the year ended December 31, 1997 (in
thousands, except units outstanding and per unit
amounts)
(Unaudited)
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Revenue:
Rental income $ 28 $ -- $ 28
Income from management contracts 924 -- 924
Income from investments in partnerships 742 -- 742
Gain on liquidation of investments in
unaffiliated entities 1,420 -- 1,420
Equity in earnings of affiliated partnerships 377 -- 377
Interest and other income 183 -- 183
------------ ------------ ------------
Total revenue 3,674 -- 3,674
------------ ------------ ------------
Expenses:
Operating, including $5 paid to affiliate 684 -- 684
General and administrative, including
$172 paid to affiliate 934 -- 934
Depreciation and amortization 66 -- 66
Interest expense 441 -- 441
Provision for impairment of real estate
held for sale 252 -- 252
Loss on sale of rental property 95 -- 95
------------ ------------ ------------
Total expenses 2,472 -- 2,472
------------ ------------ ------------
Income from operations before
minority interest 1,202 -- 1,202
Minority interest 111 -- 111
------------ ------------ ------------
Net income $ 1,313 $ -- $ 1,313
============ ============ ============
Net income per limited partnership unit $ 0.44 $ -- $ 0.44
=========== ============ ============
Weighted average number of limited
partnership units outstanding 2,905,400 2,905,400 2,905,400
============ ============ ============
</TABLE>
Page 5 of 7
<PAGE>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Pro Forma Financial Statements
The accompanying Pro Forma Consolidated Balance Sheet as of September 30, 1998
and the Pro Forma Consolidated Statements of Operations for the nine months
ended September 30, 1998 and the year ended December 31, 1997, reflect the
acquisition of the Burlingame land (as discussed in Item 2 on page 2) and
include the following pro forma adjustments.
The $18,284,000 increase in land held for sale reflects the acquisition price of
the Burlingame land ($14,018,000, including closing costs), $1,988,000 of
predevelopment costs and $2,278,000 of capitalized interest.
The $16,122,000 increase in notes payable reflects the $14,000,000 of debt
related to the acquisition of the Burlingame land plus a $2,122,000 increase in
the Registrant's line of credit to fund interest costs.
The $2,144,000 due to affiliate represents the reimbursement of $1,988,000 of
predevelopment costs and $156,000 of interest on such costs.
There is an incidental land lease that expires on December 31, 1999 and provides
for $500 of rent per month plus the payment of property taxes by the lessee. The
revenue related to the lease as well as the property tax expense have been
excluded from the pro forma statements of operations.
Page 6 of 7
<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.
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Date: February 5, 1999 By: /s/ Robert Batinovich
---------------------
Robert Batinovich
Its General Partner
Page 7 of 7
<PAGE>
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