SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For Quarter Ended June 30, 2000 Commission File Number 0-17808
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts 04-2940131
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
World Trade Center East
Two Seaport Lane, 16th Fl.
Boston, Massachusetts 02210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 261-9000
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Former name, former address and former fiscal year if changed since last report
225 Franklin Street, 25th Fl.
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
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 twelve (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
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED JUNE 30, 2000
PART I
FINANCIAL INFORMATION
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2
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
BALANCE SHEETS
June 30, 2000 December 31, 1999
(Unaudited) (Audited)
------------- -----------------
ASSETS
Real estate investments:
Property, net $ 8,524,198 $ 8,695,906
Joint venture - 152,500
----------- -----------
8,524,198 8,848,406
Property held for disposition, net - 1,491,742
Cash and cash equivalents 6,442,943 12,026,888
----------- -----------
$14,967,141 $22,367,036
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 86,533 $ 93,275
Accrued management fee 3,368 16,963
Deferred management and
disposition fees 1,995,233 1,930,523
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Total liabilities 2,085,134 2,040,761
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Partners' capital (deficit):
Limited partners ($273 and
$367 per unit, respectively;
160,000 units authorized,
82,228 units issued and
outstanding) 12,892,244 20,339,363
General partners (10,237) (13,088)
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Total partners' capital 12,882,007 20,326,275
----------- -----------
$14,967,141 $22,367,036
=========== ===========
(See accompanying notes to unaudited financial statements)
3
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended Three Months Ended Six Months Ended
June 30, 2000 June 30, 2000 June 30, 1999 June 30, 1999
------------------ ---------------- ------------------ ----------------
INVESTMENT ACTIVITY
Property rentals $ 477,323 $ 998,387 $ 933,692 $1,944,408
Interest income on loan to
ground lessor 42,589 64,770 33,738 67,832
Property operating expenses (152,826) (202,094) (231,504) (499,721)
Ground rent expense (97,500) (195,000) (97,500) (195,000)
Depreciation and amortization (122,718) (239,852) (197,560) (485,180)
--------- ---------- --------- ----------
146,868 426,211 440,866 832,339
Joint venture earnings - - 118,693 218,952
--------- ---------- --------- ----------
Total real estate operations 146,868 426,211 559,559 1,051,291
Gain (loss) on sale of property (104) 556,164 107,705 107,705
--------- ---------- --------- ----------
Total real estate activity 146,764 982,375 667,264 1,158,996
Interest on cash equivalents 97,420 222,274 84,404 188,056
--------- ---------- --------- ----------
Total investment activity 244,184 1,204,649 751,668 1,347,052
--------- ---------- --------- ----------
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NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
Three Months Ended Six Months Ended Three Months Ended Six Months Ended
June 30, 2000 June 30, 2000 June 30, 1999 June 30, 1999
------------------ ---------------- ------------------ ----------------
Portfolio Expenses
Management fee 42,058 77,381 199,943 282,171
General and administrative 69,293 141,920 69,038 137,139
------- -------- -------- ---------
111,351 219,301 268,981 419,310
------- -------- -------- ---------
Net Income $132,833 $985,348 $482,687 $ 927,742
======== ======== ======== =========
Net income per
limited partnership unit $ 1.60 $ 11.86 $ 5.81 $ 11.17
======== ======== ======== =========
Cash distributions per
limited partnership unit $ 4.30 $ 102.43 $ 10.01 $ 18.87
======== ======== ======== =========
Number of limited
partnership units outstanding
during the period 82,228 82,228 82,228 82,228
======== ======== ======== =========
(See accompanying notes to unaudited financial statements)
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NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
Three Months Ended Six Months Ended Three Months Ended Six Months Ended
June 30, 2000 June 30, 2000 June 30, 1999 June 30, 1999
---------------------- ---------------------- ---------------------- ----------------------
General Limited General Limited General Limited General Limited
Partners Partners Partners Partners Partners Partners Partners Partners
-------- ----------- -------- ----------- -------- ----------- -------- -----------
Balance at
beginning of
period $ (7,993) $13,114,319 $(13,088) $20,339,363 $(30,740) $39,066,609 $(27,832) $39,354,545
Cash
distributions (3,572) (353,580) (7,002) (8,422,614) (8,314) (823,102) (15,673) (1,551,642)
Net income 1,328 131,505 9,853 975,495 4,826 477,861 9,277 918,465
-------- ----------- -------- ----------- -------- ----------- -------- -----------
Balance at
end of period $(10,237) $12,892,244 $(10,237) $12,892,244 $(34,228) $38,721,368 $(34,228) $38,721,368
======== =========== ======== =========== ======== =========== ========= ===========
(See accompanying notes to unaudited financial statements)
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NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
SUMMARIZED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
-------------------------
2000 1999
---- ----
Net cash provided by operating activities $ 698,953 $ 1,427,415
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Cash flows from investing activities:
Deferred disposition fees 66,600 353,100
Investment in property (10,265) (5,813)
Repayment of loan to ground lessor 42,477 38,931
Net proceeds from sale of property 2,047,906 11,214,285
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Net cash provided by
investing activities 2,146,718 11,600,503
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Cash flows from financing activities:
Distributions to partners (8,429,616) (1,567,315)
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Net cash used in financing
activities (8,429,616) (1,567,315)
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Net increase(decrease) in cash and
cash equivalents (5,583,945) 11,460,603
Cash and cash equivalents:
Beginning of period 12,026,888 7,220,155
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End of period $ 6,442,943 $18,680,758
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(See accompanying notes to unaudited financial statements)
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NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
NOTES TO UNAUDITED FINANCIAL STATEMENTS (Unaudited)
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the Partnership's
financial position as of June 30, 2000 and December 31, 1999 and the results of
its operations, and partners' capital (deficit) for the three and six month
periods ended June 30, 2000 and 1999 and its cash flows for the six month
periods ended June 30, 2000 and 1999. These adjustments are of a normal
recurring nature.
See notes to financial statements included in the Partnership's 1999 Annual
Report on Form 10-K for additional information relating to the Partnership's
financial statements.
NOTE 1 - ORGANIZATION AND BUSINESS
- ----------------------------------
New England Pension Properties V; A Real Estate Limited Partnership (the
"Partnership") is a Massachusetts limited partnership organized for the purpose
of investing primarily in newly constructed and existing income producing real
properties. It primarily serves as an investment for qualified pension and
profit sharing plans and other entities intended to be exempt from federal
income tax. The Partnership commenced operations in May, 1987 and acquired its
real estate investments prior to the end of 1989. The Partnership intends to
dispose of its investments within eight to twelve years of their acquisition,
and then liquidate. The Partnership has engaged AEW Real Estate Advisors, Inc.
(the "Advisor") to provide asset management services.
NOTE 2 - REAL ESTATE JOINT VENTURES
- -----------------------------------
On December 20, 1999, the Columbia Gateway Corporate Park joint venture
investment in which the Partnership and an affiliate were entitled to 30.5% and
69.5%, respectively, of the operating activity, sold its property to an
unaffiliated third party for gross proceeds of $19,850,000, of which the
Partnership's share was $6,054,250. The Partnership received its 30.5% share of
the net proceeds, $5,891,032 after closing costs, and recognized a gain of
$957,057 ($11.52 per limited partnership unit) on the sale. On January 27, 2000,
the Partnership made a capital distribution of $5,755,960 ($70 per limited
partnership unit) from the proceeds of the sale. In addition, a portion of the
proceeds was used to pay previously accrued but deferred management fees to the
Advisor of $23,617. At December 31, 1999, $500,000 remained in the joint
venture, of which the Partnership's 30.5% share, $152,500, was distributed to
the Partnership in February 2000.
Summarized Financial Information
The following summarized financial information is presented in the
aggregate for the Gateway Columbia joint venture:
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NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
Results of Operations
---------------------
Six Months Ended June 30,
-------------------------
1999
----
Revenue
Rental income $1,111,421
----------
1,111,421
----------
Expenses
Operating expenses 264,597
Depreciation and amortization 128,950
----------
393,547
----------
Net income $ 717,874
==========
Liabilities and expenses exclude amounts owed and attributable to the
Partnership and its affiliate on behalf of their financing arrangements with the
joint venture.
NOTE 3 - PROPERTY
- -----------------
On June 25, 1999, the Partnership sold the Puente Street property for
$11,770,000. The Partnership received net proceeds of $11,211,554 and
recognized a gain of $104,975 ($1.26 per limited partnership unit). A
disposition fee of $353,100 was accrued but not paid to the Advisor. On July
29, 1999, the Partnership made a capital distribution of $11,018,552 ($134 per
limited partnership unit) from the sale proceeds. In addition, a portion of the
proceeds was used to pay deferred management fees to the Advisor of $234,897.
On August 27, 1999, the Partnership sold the Dahlia property for $9,900,000.
The Partnership received net proceeds of $9,723,207 and recognized a gain of
$3,367,359 ($40.54 per limited partnership unit). A disposition fee of $297,000
was accrued but not paid to the Advisor. On September 22, 1999, the Partnership
made a capital distribution of $9,456,220 ($115 per limited partnership unit)
from the sale proceeds.
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NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
On February 17, 2000, the Partnership sold the Waters Landing II property
for $2,220,000. The Partnership received net proceeds of $2,114,506 and
recognized a gain of $556,164 ($6.70 per limited partnership unit). A
disposition fee of $66,600 was accrued but not paid to the Advisor. On March
15, 2000 the Partnership made a capital distribution of $1,973,472 ($24 per
limited partnership unit) from the sale proceeds.
The following is a summary of the Partnership's investments in property
(one at June 30, 2000 and two at December 31, 1999):
June 30, 2000 December 31, 1999
-------------- ------------------
Building and improvements $ 8,491,240 $ 8,480,975
Accumulated depreciation (1,883,991) (1,665,207)
Loan to ground lessor 1,402,842 1,445,320
Lease commissions and other
assets, net 234,887 249,698
Accounts receivable 374,447 311,195
Accounts payable (95,227) (126,075)
Property held for disposition - 1,491,742
----------- -----------
$ 8,524,198 $10,187,648
=========== ===========
The Partnership recognized a net loss of $22,217 for the year ended 1999
from the Waters Landing investment which was held for disposition at December
31, 1999.
NOTE 4 - SUBSEQUENT EVENT
- -------------------------
Distributions of cash from operations relating to the quarter ended
June 30, 2000 were made on July 27, 2000 in the aggregate amount of $425,260
($5.12 per limited partnership unit.)
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NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
- -------------------------------
The Partnership completed its offering of limited partnership units in
December 1988. A total of 83,291 units were sold. The Partnership received
proceeds of $74,895,253, net of selling commissions and other offering costs,
which have been used for investment in real estate, for the payment of related
acquisition costs and for working capital reserves. The Partnership made nine
real estate investments, eight of which have been sold: two in 1994, two in
1997, three in 1999, and one in 2000. As a result of the sales, capital of
$59,850,280 has been returned to the limited partners through June 30, 2000.
The adjusted capital contribution was reduced to $952 from $1,000 per unit in
1994, to $924 in 1995, to $616 in 1997, to $367 in 1999 and then to $273 in
2000.
At June 30, 2000, the Partnership had $6,442,943 in cash and cash
equivalents, of which $425,260 was used for operating cash distributions to
partners on July 27, 2000; the remainder will be retained as working capital
reserves. The source of future liquidity and cash distributions to partners
will be cash generated by the Partnership's invested cash and cash equivalents
and its last remaining real estate investment. Distributions of cash from
operations relating to the first quarter of 2000 were made at the annualized
rate of 5.50% on the weighted average adjusted capital contribution of $312.52,
while distributions of cash from operations relating to the second quarter of
2000 were made at the annualized rate of 7.50% on the adjusted capital
contribution of $273. The rate increase in the second quarter of 2000 is
primarily due to greater cash available for distribution due to timing of
distributions from the last remaining investment to the Partnership.
Distributions of cash from operations relating to the first two quarters of 1999
were made at the annualized rate of 6.50% on the adjusted capital contribution
of $616. At the time of the operating distribution related to the second
quarter of 1999, the Partnership also made a special distribution of $14.33 per
limited partnership unit from operating cash previously held in reserves.
The carrying value of real estate investments in the financial statements
is at depreciated cost, or if the investment's carrying value is determined not
to be recoverable through expected undiscounted future cash flows, the carrying
value is reduced to estimated fair market value. The fair market value of such
investments is further reduced by the estimated cost of sale for properties held
for sale. Carrying value may be greater or less than current appraised value.
At June 30, 2000, the appraised value of the remaining investment exceeded its
related carrying value by $245,000. The current appraised value of the real
estate investment has been estimated by the managing general partner and is
generally based on a combination of traditional appraisal approaches performed
by the Partnership's Advisor and independent appraisers. Because of the
subjectivity inherent in the valuation process, the estimated current appraised
value may differ significantly from that which could be realized if the real
estate were actually offered for sale in the marketplace.
11
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
Results of Operations
- ---------------------
Santa Rita Plaza is a wholly-owned property. Waters Landing II, Puente
Street and Dahlia, which were sold in February 2000, June 1999 and August 1999,
respectively, were also wholly-owned properties. Columbia Gateway Corporate
Park was structured as a joint venture with a real estate development/management
firm and an affiliate of the Partnership. Columbia Gateway was sold on
December 20, 1999.
Operating Factors
As mentioned above, the Columbia Gateway Corporate Park joint venture
investment in which the Partnership and an affiliate were entitled to 30.5% and
69.5% of the operating activity, respectively, sold its property on December 20,
1999. The Partnership recognized its 30.5% share of the gain of $957,057. The
property was 100% leased at the time of sale.
As mentioned above, the Puente Street property was sold on June 25, 1999
and the Partnership recognized a gain of $104,974. The property was 100% leased
at the time of sale.
As mentioned above, the Dahlia property was sold on August 27, 1999 and the
Partnership recognized a gain of $3,367,359. The property was 100% leased at
the time of sale.
As mentioned above, the Waters Landing II property was sold on February 17,
2000 and the Partnership recognized an initial gain of $556,268. During the
three months ended June 30, 2000, the Partnership incurred expenses of $104
relating to the sale of Waters Landing, which subsequently reduced the overall
gain to $556,164 for the six months ended June 30, 2000.
Occupancy at Santa Rita Plaza during the second quarter of 2000 was 97%
compared with 96% at June 30, 1999.
Investment Activity
Interest on cash equivalents for the three and six months ended June 30,
2000 was $97,420 and $222,274, respectively, compared to $84,404 and $188,056
for the same periods in 1999. The increases of $13,016 and $34,218 for the
respective three and six month periods are primarily due to higher average
investment balances due to the temporary investment of proceeds from the sales
of Columbia Gateway and Waters Landing II on December 20, 1999 and February 17,
2000, respectively, prior to distribution to the partners and to higher yields.
12
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
For the three and six month periods ended June 30, 2000, real estate
operations were $146,868 and $426,211, respectively, compared to $559,559 and
$1,051,291 for the same periods in 1999. The comparative three month and six
month decreases are due to the sales of Puente Street, Dahlia and Columbia
Gateway in June 1999, August 1999 and December 1999, respectively.
Cash flow from operations decreased by approximately $728,000 between the
first six months of 1999 and 2000. This decrease is due to the sales of Puente
Street, Dahlia and Columbia Gateway in June 1999, August 1999 and December 1999,
respectively.
Portfolio Expenses
The Partnership management fee is 9% of distributable cash flow from
operations after any increase or decrease in working capital reserves as
determined by the managing general partner. General and administrative expenses
consist primarily of real estate appraisal, printing, legal, accounting and
investor servicing fees.
The Partnership management fee decreased between both the three and six
month periods ended June 30, 1999 and 2000, due to the decrease in distributable
operational cash flow as a result of sales of Puente Street, Dahlia and Columbia
Gateway in June 1999, August 1999 and December 1999, respectively. The three
and six month management fees in 1999 also included fees incurred related to a
special distribution from operating reserves. During the respective three and
six month periods of 1999 and 2000, general and administrative expenses remained
relatively stable due to a decrease in legal and appraisal fees which were
offset by higher investor servicing fees in 2000.
13
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED JUNE 30, 2000
PART II
OTHER INFORMATION
-------------------
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits: (27) Financial Data Schedule
b. Reports on Form 8-K: No current reports on Form 8-K
were filed during the quarter ended June 30, 2000.
14
SIGNATURES
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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.
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
(Registrant)
August 9, 2000
/s/ Alison L. Husid
-------------------------------
Alison L. Husid
President, Chief Executive Officer
and Director of Managing General Partner
Fifth Copley Corp.
August 9, 2000
/s/ Karin J. Lagerlund
-------------------------------
Karin J. Lagerlund
Principal Financial and Accounting
Officer of Managing General Partner,
Fifth Copley Corp.
15