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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(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, 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: 0-17683
PRUDENTIAL-BACHE/A.G. SPANOS REALTY PARTNERS L.P., I
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 94-3069380
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(State or other jurisdiction of I.R.S. Employer Identification No.)
incorporation or organization)
1341 West Robinhood, B-9, Stockton, CA 95207
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (209) 478-0140
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 such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirement for the past 90 days. Yes _CK_ No__
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TABLE OF CONTENTS
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PAGE
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Part I. Financial Information
Item 1: Balance Sheets - March 31, 1997 and
December 31, 1996 . . . . . . . . . . . . . . . . . 3
Statements of operations for the three months ended
March 31, 1997 and 1996 . . . . . . . . . . . . . . 4
Statement of changes in partners' equity (deficit)
for the three months ended March 31, 1997 . . . . . 5
Statements of cash flows for the three months
ended March 31, 1997 and 1996 . . . . . . . . . . . 6
Notes to Financial Statements . . . . . . . . . . . 7
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . 12
Part II. Other Information . . . . . . . . . . . . . . . . . 13
</TABLE>
2
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PRUDENTIAL-BACHE/A.G. SPANOS REALTY PARTNERS L.P., I
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
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<S> <C> <C>
ASSETS
Property, net $76,877,447 $77,633,657
Cash and cash equivalents 4,300,568 3,946,802
Other assets (net of accumulated amortization
of $1,281,901 and $1,276,744, respectively) 434,614 420,690
---------- ----------
$81,612,629 $82,001,149
---------- ----------
---------- ----------
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Mortgage loans payable $65,046,212 $65,322,170
Accounts payable 796,264 603,086
Accounts payable, affiliate 200,138 200,389
Accrued distributions 394,418 394,418
Accrued interest 429,489 428,040
Unearned rent and tenant deposits 549,463 553,085
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67,415,984 67,501,188
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Partners' equity (deficit):
Limited partners' equity (316,828 units
authorized and outstanding) 6,632,029 6,929,279
Subordinated limited partners' equity (46,364 units
authorized and outstanding) 8,878,175 8,878,175
General partners' deficit (1,313,559) (1,307,493)
---------- ----------
14,196,645 14,499,961
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$81,612,629 $82,001,149
---------- ----------
---------- ----------
</TABLE>
See notes to financial statements.
3<PAGE>
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PRUDENTIAL-BACHE/A.G. SPANOS REALTY PARTNERS L.P., I
(A Limited Partnership)
STATEMENTS OF OPERATIONS
For the three months ended March 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
Revenues:
Rental $ 4,003,273 $ 3,935,491
Interest 32,021 24,982
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4,035,294 3,960,473
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Expenses:
Property operating expenses 1,327,288 1,335,349
Property taxes 264,749 267,811
Property management fees to affiliates 119,817 117,142
General and administrative expense 37,230 38,625
Interest expense 1,278,768 1,294,298
Management fees to General Partners 160,130 157,420
Depreciation 756,210 800,995
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3,944,192 4,011,640
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Net income (loss) $ 91,102 $ (51,167)
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Net income (loss) allocated to General Partners $ 1,822 $ (1,023)
---------- ----------
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Net income (loss) allocated to Limited Partners $ 89,280 $ (50,144)
---------- ----------
---------- ----------
Net income (loss) allocated to Subordinated
Limited Partners $ -0- $ -0-
---------- ----------
---------- ----------
Net income (loss) per unit of limited partnership
interest $ 0.28 $ (0.16)
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</TABLE>
See notes to financial statements.
4<PAGE>
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PRUDENTIAL-BACHE/A.G. SPANOS REALTY PARTNERS L.P., I
(A Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
For the three months ended March 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
Subordinated
Limited Limited General
Total Partners Partners Partners
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Partners' equity
(deficit)-
December 31, 1996 $14,499,961 $ 6,929,279 $ 8,878,175 $(1,307,493)
Net income 91,102 89,280 -0- 1,822
Distributions (394,418) (386,530) -0- (7,888)
---------- ---------- ---------- ----------
Partners' equity
(deficit)-
March 31, 1997 $14,196,645 $ 6,632,029 $ 8,878,175 $(1,313,559)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
See notes to financial statements.
5<PAGE>
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PRUDENTIAL-BACHE/A.G. SPANOS REALTY PARTNERS L.P., I
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
For the three months ended March 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 91,102 $ (51,167)
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Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 756,210 800,995
Amortization of loan fees included in
interest expense 5,157 5,157
Change in other assets (19,081) (18,779)
Change in accrued liabilities 194,627 209,414
Change in accounts payable, affiliate (251) (1,217)
Change in unearned rent and tenant deposits (3,622) (1,457)
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Total adjustments 933,040 994,113
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Net cash provided by operating activities 1,024,142 942,946
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Cash flows from financing activities:
Mortgage loan principal amortization (275,958) (259,557)
Distributions to partners (394,418) -0-
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Net cash used in financing activities (670,376) (259,557)
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Net increase in cash and cash equivalents 353,766 683,389
Cash and cash equivalents, beginning of period 3,946,802 3,262,675
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Cash and cash equivalents, end of period $ 4,300,568 $ 3,946,064
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</TABLE>
See notes to financial statements.
6<PAGE>
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PRUDENTIAL-BACHE/A. G. SPANOS REALTY PARTNERS L.P., I
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS(Unaudited)
NOTE A - FINANCIAL STATEMENT PREPARATION
The March 31, 1997 financial statements have been prepared without audit.
In the opinion of management, the financial statements contain all
adjustments (consisting of normal recurring accruals) necessary to present
fairly the Partnership's financial position, results of operations and cash
flows. The operating results for the three months ended March 31, 1997 may
not necessarily 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. These financial statements must
be read in conjunction with the financial statements and notes thereto
included in the Partnership's annual report for the year ended December 31,
1996.
NOTE B - PROPERTY
Property is comprised of the following:
<TABLE>
<CAPTION>
March 31,1997 December 31, 1996
-----------------------------------
<S> <C> <C>
Apartment buildings $ 83,030,825 $ 83,030,825
Equipment 4,369,974 4,369,974
Land 18,053,226 18,053,226
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105,454,025 105,454,025
Less: Accumulated depreciation (28,576,578) (27,820,368)
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$ 76,877,447 $ 77,633,657
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</TABLE>
7
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NOTE C - RELATED PARTY TRANSACTIONS
Set forth below are the fees and other amounts relating to transactions
between the Partnership and the General Partners and their affiliates for
the three months ended March 31, 1997 and 1996.
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
Expensed to the General Partners:
Supervisory management fee $ 80,065 $ 78,710
Special distribution 66,230 64,875
Administrative expense reimbursements 13,835 13,835
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$160,130 $157,420
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------- -------
Expensed to A.G. Spanos Management, Inc.:
Property management fees $119,817 $117,142
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</TABLE>
Accruals of $40,008 and $41,315 for property management fees and $160,130
and $159,074 for General Partner fees were outstanding at March 31, 1997
and December 31, 1996, respectively. The General Partners' capital account
deficit for financial accounting purposes exceeds the amount the General
Partners would be obligated to restore if the Partnership were to dissolve.
Prudential Securities Incorporated ("PSI"), an affiliate of the Bache
General Partner, owned 4,663 Units at March 31, 1997.
8
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NOTE D - CONTINGENCIES
On or about October 18, 1993 a putative class action, captioned Kinnes et
al. v. Prudential Securities Group Inc. et al. (93 Civ. 654) was filed in
the United States District Court for the District of Arizona, purportedly
on behalf of investors in the Partnership against the Partnership, the
Bache General Partner, PSI and a number of other defendants. On or about
November 16, 1993, a putative class action captioned Connelly et al. v.
Prudential-Bache Securities Inc. et al. (93 Civ. 713) was filed in the
United States District Court for the District of Arizona, purportedly on
behalf of investors in the Partnership against the Partnership, the Bache
General Partner, PSI and a number of other defendants. On or about July
23, 1993 a putative class action, captioned Kahn v. Prudential-Bache
Properties, Inc. et al. (Index No. 11867/93) was filed in the Supreme Court
of the State of New York, County of New York, purportedly on behalf of
investors in the Partnership against the General Partners, PSI, The
Prudential Insurance Company of America and certain of their affiliates and
officers. The case was subsequently removed to the United States District
Court for the Southern District of New York (93 Civ. 5976).
On or about February 13, 1995 an individual action, captioned Estate of
Jean Adams v. Prudential Securities, Inc. et al. (Case No. 1995 CV 00265)
was filed in the Court of Common Pleas in Stark County, Ohio against PSI,
The Prudential, the General Partners, the Partnership and affiliates of the
Spanos General Partner. The action was removed to the United States
District Court for the Northern District of Ohio (Eastern Division) on
March 15, 1995. Plaintiff alleged misrepresentations, breach of fiduciary
duties and civil conspiracy by defendants in connection with the sale of
units of the Partnership. Plaintiff sought unspecified damages, including
punitive damages.
By order of the Judicial Panel on Multidistrict Litigation dated April 14,
1994, the Kinnes and Kahn cases, by order dated June 8, 1994, the Connelly
case, and by order dated April 7, 1995, the Adams case, were transferred to
a single judge of the United States District Court for the Southern
District of New York and consolidated for pretrial proceedings under the
caption In re Prudential Securities Incorporated Limited Partnerships
Litigation (MDL Docket 1005). On June 8, 1994, plaintiffs in the
transferred cases filed a complaint that consolidated the previously filed
complaints and named as defendants, among others, PSI, certain of its
present and former employees and the General Partners. The Partnership is
not named a defendant in the consolidated complaint, but the name of the
Partnership is listed as being among the limited partnerships at issue in
the case. The consolidated complaint alleges violations of the federal and
New Jersey Racketeer Influenced and Corrupt Organizations Act ("RICO")
statutes, fraud, negligent misrepresentation, breach of fiduciary duties,
breach of third- party beneficiary contracts and breach of implied
covenants in connection with the marketing and sales of limited partnership
interests. Plaintiffs request relief in the nature of rescission of the
purchase of securities and recovery of all consideration and expenses in
connection therewith, as well as compensation for lost use of money
9 <PAGE>
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invested less cash distributions; compensatory damages; consequential
damages; treble damages for defendants' RICO violations (both federal and
New Jersey); general damages for all injuries resulting from negligence,
fraud, breaches of contract, and breaches of duty in an amount to be
determined at trial; disgorgement and restitution of all earnings, profits,
benefits, and compensation received by defendants as a result of their
unlawful acts; and costs and disbursements of the action. On November 28,
1994 the transferee court deemed each of the complaints in the constituent
actions (including Kinnes and Kahn) amended to conform to the allegations
of the consolidated complaint. On August 9, 1995 the Bache General
Partner, PSI and other Prudential defendants entered into a Stipulation and
Agreement of Partial Compromise and Settlement with legal counsel
representing plaintiffs in the consolidated actions. The court
preliminarily approved the settlement agreement by order dated August 29,
1995 and, following a hearing held November 17, 1995, found that the
agreement was fair, reasonable, adequate and in the best interests of the
plaintiff class. The court gave final approval to the settlement,
certified a class of purchasers of specific limited partnerships, including
the Partnership, released all settled claims by members of the class
against the PSI settling defendants and permanently barred and enjoined
class members from instituting, commencing or prosecuting any settled claim
against the released parties. The full amount due under the settlement
agreement has been paid. The consolidated action remains pending against
the Spanos General Partner and certain of its affiliates. Although the
order approving the partial settlement agreement dismissed the consolidated
complaint on the merits and with prejudice as against the PSI settling
defendants, it expressly continued the action against all nonsettling
defendants, including the Spanos General Partner, and preserved all claims
against them. The Partnership is not named a defendant in the consolidated
complaint and the action is not expected to have a material effect on the
Partnership's financial statements ; accordingly, no provision for
any loss that may result upon resolution of this matter has been made in
the accompanying financial statements.
On May 12, 1997, the Spanos General Partner and certain of its affiliates
entered into a Stipulation of Settlement with legal counsel representing
the plaintiff class in the consolidated actions. The settlement
contemplates, among other things, the sale of all of the Partnership
Properties at public auction and the subsequent liquidation and dissolution
of the Partnership. If the settlement agreement is preliminarily approved
by the Court, detailed information about the proposed auction sale and
other terms of the settlement will be sent to the Limited Partners with
proxy solicitation materials seeking the Limited Partners' consent to the
auction sale. The settlement agreement contains numerous conditions and
must be finally approved by the Court at a fairness hearing at which
Limited Partners and other interested parties will have an opportunity to
be heard. There can be no assurance that the conditions to implementation
of the settlement will be satisfied.
10<PAGE>
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On or about April 15, 1994 a multiparty petition entitled Schreiber, et al.
v. Prudential Securities, Inc., et al. (Cause No. 94-17696) was filed in
the 189th Judicial District Court of Harris County, Texas, purportedly on
behalf of investors in the Partnership against the Partnership, the General
Partners, PSI, The Prudential Insurance Company of America and a number of
other defendants. The Petition alleges common law fraud, fraud in the
inducement and negligent misrepresentation in connection with the offering
of limited partnership interests and negligence, breach of fiduciary duty,
civil conspiracy, and violations of the federal Securities Act of 1933
(sections 11 and 12) and of the Texas Securities and Deceptive Trade
Practices statutes. The suit seeks, among other things, compensatory and
punitive damages, costs and attorneys' fees. Most of the plaintiffs have
released their claims against the defendants in exchange for monetary
payments by PSI. It is expected that the remaining claims will be resolved
by PSI at no cost to the Partnership. Accordingly, no provision for any
loss that may result upon resolution of this matter has been made in the
accompanying financial statements.
NOTE E - SUBSEQUENT EVENT
The Partnership paid accrued first quarter cash distributions of $386,530
to the Unitholders and $7,888 to the General Partners in May 1997.
11<PAGE>
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Capital Resources and Liquidity
The Partnership had cash of $4,301,000 at March 31, 1997. There are no
proposed programs for renovation, improvement or development of the
Properties other than maintenance and repairs (including major repairs) in
the ordinary course which will be paid from operations, and the
Partnership's liquidity position is considered satisfactory.
The Partnership's operating activities provided cash of $1,024,000 in the
first quarter of 1997, of which $172,000 reflects timing differences
related to current assets and liabilities. Of the balance, $276,000 was
applied to scheduled principal amortization on the Partnership's mortgage
debt, $394,000 was paid in cash distributions, and $182,000 was retained.
The Partnership resumed paying distributions in May 1996. Distributions
had been suspended following the second quarter of 1992. Future
distributions will be dependent on the operations of the Partnership.
On May 12, 1997, the Spanos General Partner and certain of its affiliates
entered into a Stipulation of Settlement with legal counsel representing
the plaintiff class in the consolidated actions. The settlement
contemplates, among other things, the sale of all of the Partnership
Properties at public auction and the subsequent liquidation and dissolution
of the Partnership. If the settlement agreement is preliminarily approved
by the Court, detailed information about the proposed auction sale and
other terms of the settlement will be sent to the Limited Partners with
proxy solicitation materials seeking the Limited Partners' consent to the
auction sale. The settlement agreement contains numerous conditions and
must be finally approved by the Court at a fairness hearing at which
Limited Partners and other interested parties will have an opportunity to
be heard. There can be no assurance that the conditions to implementation
of the settlement will be satisfied.
Results of Operations
Rental revenue was $4,003,000 for the first three months of 1997, an
increase of 1.7% over the same period last year, primarily due to increased
effective rental rates. Average occupancy was 94.5% for the first three
months of 1997 compared to 94.8% for the same period last year.
Property operating expenses were $1,327,000 for the first three months of
1997, virtually unchanged from the comparable period last year. Property
management fees, which are 3% of property revenue, increased with the
increase in revenue. Depreciation expense declined $45,000 because certain
personal property assets became fully depreciated in 1996.
12
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
This information is incorporated by reference to Note D to the financial
statements filed herewith in Item 1 of Part I of the Partnership's
Quarterly Report.
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
Thomas F. Lynch, III ceased to serve as President, Chief Executive Officer,
Chairman of the Board of Directors and Director of Prudential-Bache
Properties, Inc. Effective May 2, 1997. Effective May 2, 1997, Brian J.
Martin was elected President, Chief Executive Officer, Chairman of the
Board of Directors and Director of Prudential-Bache Properties, Inc.
Item 6. Exhibits and Reports on Form 8-K
Exhibits
4(a) Certificate of Limited Partnership of Registrant as
filed with the Secretary of State of Delaware,
incorporated by reference to Exhibit 4(a) to
Registration Statement on Form S-11, File No. 33-22613,
filed with the Securities and Exchange Commission on
October 14, 1988.
4(b) Amendment to Certificate of Limited Partnership of
Registrant as filed with the Secretary of State of
Delaware, incorporated by reference to Exhibit 4(b) to
Amendment No. 1 to Registration Statement on Form S-11,
File No. 33-22613, filed with the Securities and
Exchange Commission on October 14, 1988.
4(c) Amended and Restated Agreement of Limited Partnership of
Registrant, incorporated by reference to Exhibit 4(c) to
Amendment No. 1 to Registration Statement on Form S-11,
File No. 33-22613, filed with the Securities and
Exchange Commission on October 14, 1988.
13
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4(d) Amendments No. 1 through 7 dated November 21, and
December 30, 1988 and January 31, February 28, March 31,
April 28, and May 31, 1989 to the Amended and Restated
Agreement of Limited Partnership of Registrant,
incorporated by reference to Exhibit 4(d) to
Post-Effective Amendment No. 1 to Registration Statement
on Form S-11, File No. 33-22613, filed with the
Securities and Exchange Commission on June 30, 1989.
4(e) Amendments No. 8 through 14 dated June 30, August 11
and 31, September 29, October 31, and December 1 and 22,
1989 to the Amended and Restated Agreement of Limited
Partnership of Registrant, incorporated by reference to
Exhibit 4(e) to Annual Report on Form 10-K, File No.
0-17683, filed with the Securities and Exchange
Commission on March 28, 1991.
27 Financial Data Schedule (filed herewith)
Reports on Form 8-K
(None)
14
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
PRUDENTIAL-BACHE/A.G. SPANOS REALTY PARTNERS, L.P., I (Registrant)
By: A.G. Spanos Realty Partners, L.P., General Partner
By: AGS Financial Corporation, a general partner
By: /s/Arthur J. Cole Date: February 5, 1997
---------------------------------
Arthur J. Cole
President and Chief Accounting Officer
By: A.G. Spanos Realty Capital, Inc., a general partner
By: /s/Arthur J. Cole Date: February 5, 1997
---------------------------------
Arthur J. Cole
Vice President and Chief Accounting Officer
15
<TABLE> <S> <C>
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<ARTICLE> 5
<LEGEND> The Schedule contains summary financial
information extracted from the financial
statements for Prudential-Bache/A.G. Spanos
Realty Partners L.P., I, and is qualified
entirely by reference to such financial
statements.
</LEGEND>
<RESTATED>
<CIK> 000844159
<NAME> Prudential-Bache/A.G. Spanos Realty Partners L.P., I
<MULTIPLIER> 1
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-START> Jan-1-1997
<PERIOD-END> Mar-31-1997
<PERIOD-TYPE> 3-Mos
<CASH> 4300568
<SECURITIES> 0
<RECEIVABLES> 434614
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4735182
<PP&E> 105454025
<DEPRECIATION> 28576578
<TOTAL-ASSETS> 81612629
<CURRENT-LIABILITIES> 2369772
<BONDS> 65046212
0
0
<COMMON> 0
<OTHER-SE> 14196645
<TOTAL-LIABILITY-AND-EQUITY> 81612629
<SALES> 4003273
<TOTAL-REVENUES> 4035294
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2665424
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1278768
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 91102
<EPS-PRIMARY> 0.28
<EPS-DILUTED> 0
</TABLE>
