SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
Commission File No. 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
incorporation or organization) Identification No)
World Trade Center East
Two Seaport Lane, 16th Floor
Boston, Massachusetts 02210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 261-9000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
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 |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. |X|
No voting stock is held by nonaffiliates of the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
None
PART I
Item 1. Business.
New England Pension Properties V; A Real Estate Limited Partnership (the
"Partnership") was organized under the Uniform Limited Partnership Act of the
Commonwealth of Massachusetts on October 23, 1986, to invest primarily in
to-be-developed, newly-constructed and existing income-producing real
properties.
The Partnership was initially capitalized with contributions of $2,000 in
the aggregate from Fifth Copley Corp. (the "Managing General Partner") and ECOP
Associates Limited Partnership (the "Associate General Partner") (collectively,
the "General Partners") and $10,000 from Copley Real Estate Advisors, Inc. (the
"Initial Limited Partner"). The Partnership filed a Registration Statement on
Form S-11 (the "Registration Statement") with the Securities and Exchange
Commission on November 12, 1986, with respect to a public offering of 60,000
units of limited partnership interest at a purchase price of $1,000 per unit
(the "Units") with an option to sell up to an additional 60,000 Units (an
aggregate of $120,000,000). The Registration Statement was declared effective on
January 9, 1987.
The first sale of Units occurred on July 23, 1987, at which time the
Initial Limited Partner withdrew its contribution from the Partnership.
Investors were admitted to the Partnership thereafter at monthly closings; the
offering terminated and the last group of subscription agreements was accepted
by the Partnership on December 31, 1987. As of January 31, 1988, a total of
83,291 Units had been sold, a total of 12,900 investors had been admitted as
limited partners (the "Limited Partners") and a total of $82,761,530 had been
contributed to the capital of the Partnership. The remaining 36,709 Units were
de-registered on March 17, 1988.
At December 31, 2000, the Partnership owned one real property investment
described in B. below. Two investments were sold in 1994, two investments were
sold in 1997, three investments were sold in 1999 and one investment was sold in
2000 (see A. below). Sales proceeds were distributed in the amount of $48 per
Unit in 1994, $28 per Unit in 1995, $308 per Unit in 1997, $249 per Unit in 1999
and $94 per unit in 2000. The Partnership has no current plan to renovate,
improve or further develop any of its real property. In the opinion of the
Managing General Partner, the remaining property is adequately covered by
insurance.
The Partnership has no employees. Services are performed for the
Partnership by the Managing General Partner and affiliates of the Managing
General Partner.
As of December 31, 2000, the Partnership held the real property investment
described below (see B.). Additionally, the Partnership sold eight other real
estate investments between 1994 and 2000. The principal terms of these sales are
set forth in the following table:
Net Sale Distribution Distribution
Investment Date Sold Proceeds Per Unit Date
---------- --------- -------- -------- ----
Waters Landing II 2/00 $2,114,506 $24.00 3/00
Columbia Gateway Corporate Park 12/99 $5,891,032 $70.00 1/00
Dahlia 8/99 $9,723,207 $115.00 9/99
Puente Street 6/99 $11,211,554 $134.00 7/99
Palms Business Center III & IV 10/97 $17,823,259 $216.00 11/97
University Business Park 5/97 $7,994,130 $92.00 6/97
Lakewood 8/94 $4,297,367 $48.00(1) 9/94 (1)
C.S. Graham 6/94 $3,720,076 $48.00(1) 9/94 (1)
(1) The distributions per unit relating to Lakewood and C.S. Graham were not
calculated individually and the $48.00 per unit is an aggregate of the proceeds
from the two sales.
2
A. Land in Germantown, Maryland ("Waters Landing II").
On May 26, 1987, the Partnership acquired a 60% interest in a joint
venture with Waters Landing Two - Oxford Limited Partnership ("Oxford"). As of
April 1, 1996, the Partnership had contributed $1,403,112 to the capital of the
joint venture out of a maximum commitment of $4,682,400. The joint venture
agreement entitled the Partnership to receive a monthly preferred return on its
invested capital at the rate of 10.5% per annum. Prior to December 1, 1994, such
monthly preferred return was permitted to accrue to the extent that the joint
venture did not have sufficient cash to pay it. The joint venture agreement also
entitled the Partnership to receive 60% of all remaining cash flow from
operations and 60% of net sale and refinancing proceeds following the return of
the Partnership's equity. The Partnership also committed to make a loan of up to
$3,121,600 to Oxford for investment in the venture of which $935,408 had been
funded as of April 1, 1996. Interest only on the loan was payable monthly at the
rate of 10.5% per annum. The loan was due upon the sale of the joint venture's
assets or the sale of Oxford's interest in the joint venture. Oxford was
required to apply any cash flow received from operations of the joint venture to
interest payments on the loan and to apply proceeds of financings or sales
received from the joint venture to payments of the interest on and principal of
the loan. The loan was secured by Oxford's interest in the joint venture.
Effective April 1, 1996, Oxford's ownership interest was transferred and
assigned to the Partnership and a wholly-owned affiliate of the Partnership.
The joint venture owned approximately 8.5 acres of land in Germantown,
Maryland and originally intended to construct a 144-unit apartment complex
thereon. Development had been postponed due to the excess supply of apartment
units in the Germantown area. During 1995, after receiving a number of
feasibility studies of alternative development proposals for the site, the
Managing General Partner determined development would not yield a sufficient
return to justify the investment risk. In early November, 1998, a Purchase and
Sale Agreement was executed by the Partnership to sell the Waters Landing II
investment.
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. On March
15, 2000 the Partnership made a capital distribution of $1,973,472 ($24 per
limited partnership unit) from the sale proceeds.
B. Shopping Center in Salinas, California ("Santa Rita Plaza").
On February 1, 1989, the Partnership acquired a 60% interest in a joint
venture formed with Rodde McNellis/Salinas. On July 20, 1990, the Partnership
committed to increase its maximum contribution from $9,500,000 to $11,350,000,
of which $6,500,000 is characterized as Senior Capital and $4,850,000 is
characterized as Junior Capital. As of December 31, 2000, the Partnership had
contributed $11,263,539 to the capital of the joint venture. The Partnership
agreement entitles the Partnership to receive a monthly preferred return on its
Senior Capital at the rate of 10.5% per annum during months 1-24 of the joint
venture's operations and a monthly preferred return to reduce its outstanding
Senior Capital, together with a return at the rate of 10.5% per annum, based on
a 27-year amortization schedule, during months 25-120 of the joint venture's
operations. The entire outstanding Senior Capital is due and payable ten years
after the date of the Partnership's first investment of Senior Capital. It is
anticipated that the Senior Capital will be repaid in full in March 2001, upon
the sale of the property. The Partnership agreement also entitles the
Partnership to receive a priority return payment on its Junior Capital at the
rate of 10.5% per annum. Such junior priority return payment will accrue and
bear interest at the rate of 10.5% per annum, if sufficient cash is not
available therefor. At such time as the aggregate of accrued junior priority
return payments total $1,000,000, all junior priority return payments and the
return on the accrued junior priority return payments will thereafter be paid
currently; provided, however, that the $1,000,000 threshold will be increased by
each dollar of Junior Capital which the Partnership elects not to contribute to
fund its return. The Junior Capital will be due and payable after the fifteenth
year of the joint venture's operations. On August 1, 1995 the joint venture was
converted into a California limited partnership with the Partnership as the
general partner with a 63% ownership interest and an affiliate of Rodde/McNellis
Salinas as the limited partner with a 37% interest. The Partnership agreement
also entitles the Partnership to receive 63% of cash flow remaining after
payment of the preferred return and 63% of sale and refinancing proceeds
following the return of the Partnership's equity.
3
The limited partnership has a leasehold interest in approximately 10.56
acres of land in Salinas, California (the "Land") and had completed construction
thereon of five one-story retail buildings containing a total of approximately
125,247 square feet. The ground lease has a term of 75 years with two options to
extend, for ten years each. Under the ground lease, fixed rent of $390,000 per
annum is payable. A percentage rent equal to 11.55% of rents in excess of
$1,400,000 received by the ground lessee from subtenants, excluding expense
reimbursements, is also payable. As of December 31, 2000, the buildings were
100% leased.
On August 1, 1995 the Partnership made a $1,750,000 loan to Nielsen
Properties, Ltd., which is the ground lessor, for a term of 15 years. The loan
earns interest at the rate of 8.75% per annum. The note is secured by a deed of
trust on the Land. In conjunction with this loan, Nielsen Properties, Ltd.
repaid the limited partnership $1,299,052, representing full payment of two
outstanding notes receivable. The Partnership had the right to require full
payment of the note on or after August 1, 2000. On August 3, 2000, the
Partnership exercised this right and notified Nielsen Properties, Ltd. that the
maturity date had been accelerated to a date specified by the Partnership, not
less than 365 days from the date of notice. Accordingly, all amounts of
principal and interest then unpaid will be due and payable on August 6, 2001.
On October 13, 2000, the Partnership executed a Purchase and Sale
Agreement to sell the Santa Rita Plaza investment. Although there can be no
assurances that this sale will occur, it is expected to be concluded during the
first quarter of 2001.
4
Item 2. Properties
The following table sets forth the annual realty taxes for the
Partnership's last remaining property and information regarding tenants who
occupy 10% or more of gross leasable area (GLA) in the Partnership's property.
- ------------------------------------------------------------------------------------------------------------------------------------
Estimated Annual
2001 Number of Contract
Annual Tenants with Square Feet Rent
Realty 10% or More Name(s) of of Each Per Square
Property Taxes of GLA Tenant(s) Tenant Foot
- ------------------------------------------------------------------------------------------------------------------------------------
Shopping Ctr in Salinas, CA $132,270 2 Food Maxx 51,008 $7.73
Ross Dress for Less 17,068 $12.80
- ------------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
Lease Renewal Line of Business
Property Expiration Options of Principal Tenants
- -------------------------------------------------------------------------------------------
Shopping Ctr in Salinas, CA 8/2010 Three for 5 Supermarket
Years
6/2001 None Apparel Retailer
- -------------------------------------------------------------------------------------------
5
The following table sets forth for each of the last five years the gross
leasable area, occupancy rates, rental revenue, and net effective rent for the
Partnership's last remaining property:
- --------------------------------------------------------------------------------------------------
Property Gross Leasable Year-End Rental Net Effective
Area Occupancy Revenue Rent
Recognized ($/sf/yr)*
- --------------------------------------------------------------------------------------------------
Shopping Center in Salinas, CA
1996 125,247 98% $1,718,737 $14.56
1997 125,247 95% $1,759,594 $14.60
1998 125,247 98% $1,818,936 $14.97
1999 125,247 98% $1,717,471 $14.28
2000 125,247 100% $1,952,088 $15.76
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
* Net Effective Rent calculation is based on average occupancy during the
respective years.
6
Following is a schedule of lease expirations for each of the next ten
years for the Partnership's last remaining property based on the annual contract
rent in effect at December 31, 2000:
- -------------------------------------------------------------------------
TENANT AGING REPORT
- -------------------------------------------------------------------------
Property # of Lease Total Total Percentage of
Expirations Square Feet Annual Contract Gross Annual
Rent Rental*
- -------------------------------------------------------------------------
Shopping Center in Salinas, CA
2001 11 37,314 $519,598 33%
2002 2 1,760 $28,432 2%
2003 6 8,790 $169,443 11%
2004 2 6,526 $88,666 5%
2005 3 11,035 $219,706 14%
2006 1 4,999 $89,982 6%
2007 0 0 $0 0%
2008 0 0 $0 0%
2009 0 0 $0 0%
2010 3 54,823 $468,765 29%
- -------------------------------------------------------------------------
* Does not include expenses paid by tenants.
7
The following table sets forth for the Partnership's last remaining
property the: (i) federal tax basis, (ii) rate of depreciation, (iii) method of
depreciation, (iv) life claimed, and (v) accumulated depreciation, with respect
to such property or component thereof for purposes of depreciation:
- -----------------------------------------------------------------------------------------------------------------------------
Rate of Life Accumulated
Entity / Property Tax Basis Depreciation Method in years Depreciation
- -----------------------------------------------------------------------------------------------------------------------------
Shopping Center, Salinas, CA
Building & Improvements 559,531 2.5% SL 40 59,296
Building & Improvements 8,989,174 3.18% SL 31.5 3,238,145
--------- ---------
Total Depreciable Assets 9,548,705 3,297,441
Total Depreciable Assets $9,548,705 $3,297,441
========== ==========
- -----------------------------------------------------------------------------------------------------------------------------
SL= Straight Line
8
Following is information regarding the competitive market conditions for
the Partnership's last remaining property. This information has been gathered
from sources deemed reliable. However, the Partnership has not independently
verified the information and, as such, cannot guarantee its accuracy or
completeness.
Shopping Center in Salinas, California
Salinas has approximately 4,000,000 square feet of retail space with most
of it concentrated in northern Salinas, which has long been Monterey County's
regional shopping hub. Salinas' regional trade area frames Highway 101 and N.
Main St. with three large retail centers: the County's only enclosed regional
mall, the 1,100,000-square-foot Northridge Mall and the County's two largest
power centers-the 665,000-square-feet Harden Ranch Plaza and the
600,000-square-foot Westridge Center, which are within a short distance of each
other. Due to their regional draw, these centers have enjoyed low vacancy rates
since being built. Adding to the area's strong regional positioning is the new
Salinas Auto Mall, immediately west of Santa Rita Plaza, which will house 14
dealers on 100 acres.
Item 3. Legal Proceedings.
The Partnership is not a party to, nor are any of its properties subject
to, any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this Annual Report on Form 10-K.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
There is no active market for the Units. Trading in the Units is sporadic
and occurs solely through private transactions.
As of December 31, 2000, there were 11,856 holders of Units.
The Partnership's Amended and Restated Agreement of Limited Partnership
dated July 23, 1987, as amended to date (the "Partnership Agreement"), requires
that any Distributable Cash (as defined therein) be distributed quarterly to the
Partners in specified proportions and priorities. There are no restrictions on
the Partnership's present or future ability to make distributions of
Distributable Cash. Cash distributions paid in 2000 or distributed after year
end with respect to 2000 to the Limited Partners as a group totaled $6,788,744,
including $1,973,472 of returned capital from the proceeds of property sales and
$3,618,032 of returned capital previously held in reserves. Cash distributions
paid in 1999 or distributed after year end with respect to 1999 to the Limited
Partners as a group totaled $29,867,676 including $26,230,732 of returned
capital from the proceeds of property sales.
Cash distributions exceeded net income in 2000 and, therefore, resulted in
a reduction of partners' capital. Operating cash distributions exceeded net cash
provided by operating activities. Reference is made to the Partnership's
Statement of Partners' Capital (Deficit) and Statement of Cash Flows in Item 8
hereof.
9
Item 6. Selected Financial Data
For Year For Year For Year For Year For Year
Ended or Ended or Ended or Ended or Ended or
as of as of as of as of as of
12/31/00(1) 12/31/99(2) 12/31/98 12/31/97(3) 12/31/96
-------- -------- -------- -------- --------
Revenues $ 2,487,704 $ 3,709,675 $ 5,174,753 $17,197,366 $ 7,716,609
Net Income $ 1,360,398 $ 5,540,881 $ 2,175,480 $13,153,920 $ 3,392,534
Net Income
per Weighted
Average
Limited
Partnership
Unit $ 16.38 $ 66.71 $ 26.17 $ 158.07 $ 40.72
Total Assets $11,136,652 $22,367,036 $40,737,607 $42,788,822 $59,590,134
Total Cash
Distributions
per Limited
Partnership
Unit outstanding
for the entire
period, including
amounts distributed
after year end with
respect to
such year $ 82.56 $ 363.23 $ 48.78 $ 366.45 $ 55.44
(1) During 2000, net income includes a gain of $556,164 recognized on the sale
of one investment. Cash distributions include a return of capital of $68
per Unit.
(2) During 1999, net income includes gains of $4,429,391 recognized on the
sale of three investments. Cash distributions include a return of capital
of $319 per Unit.
(3) During 1997, net income includes a gain of $10,176,990 recognized on the
sale of two investments. Cash distributions include a return of capital of
$308 per Unit.
10
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
The Partnership completed its offering of units of limited partnership
interest 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. Eight investments
have been sold, one in each of June 1994, August 1994, May 1997, October 1997,
June 1999, August 1999, December 1999 and February 2000.
As a result of the sales and other capital transactions, capital of
$63,468,312 has been returned to the limited partners through December 31, 2000.
The adjusted capital contribution was reduced to $952 from $1,000 per Unit in
1994, then to $924 in July 1995, then to $616 in 1997, then to $367 in 1999 and
then to $229 in 2000. A portion of the sales proceeds was used to pay previously
accrued, but deferred, management fees to AEW Real Estate Advisors (the
"Advisor") ($40,580 in 2000, $234,897 in 1999, $447,745 in 1997, $183,426 in
1995 and $1,259,988 in 1994).
At December 31, 2000, the Partnership had $2,762,388 in cash and cash
equivalents, of which $200,171 was used for operating cash distributions to
partners on January 25, 2001; the remainder will be retained as working capital
reserves. The source of future liquidity or 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 and third quarters
of 2000 were made at the annualized rates of 7.50% and 4%, respectively, on the
adjusted capital contribution of $273. At the time of the operating distribution
relating to the third quarter of 2000, the Partnership also made a capital
distribution from unallocated original working capital reserves in the amount of
$3,618,032 ($44.00 per limited partnership unit). The rate decrease in the third
quarter of 2000 is primarily due to lower cash available for distribution due to
timing of distributions from the last remaining investment to the Partnership.
Distributions of cash relating the fourth quarter of 2000 were made at the
annualized rate of 4% on the weighted average capital contribution of $240.96.
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. Distributions of cash from operations relating to the third quarter of
1999 were made at the annualized rate of 4.50% on the weighted average adjusted
capital contribution of $511.53. Fourth quarter 1999 distributions of cash from
operations were made at the annualized rate of 4.50% on the adjusted capital
contribution of $367. The third and fourth quarter rate decreases were a result
of the sales of Puente Street and Dahlia and the consequent reduction in cash
flow.
The carrying value of real estate investments in the financial statements
at December 31, 2000 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 December 31, 2000, the appraised value of the last
remaining investment exceeded its related carrying value by approximately
$335,000. The current appraised value of the real estate investment has been
estimated by the Managing General Partner and is based on the amount negotiated
in the Purchase and Sale Agreement dated as of October 13, 2000.
11
Results of Operations
Form of Real Estate Investments
Effective April 1, 1996, the Waters Landing II joint venture was
restructured and the venture partner's ownership interest was assigned to the
Partnership. This investment was sold during 2000. Effective August 1, 1995 and
September 1, 1995, respectively, the Santa Rita Plaza and Dahlia joint venture
investments were restructured to grant the Partnership control over management
decisions. Accordingly, these investments have been accounted for as
wholly-owned properties since those dates. The Dahlia investment was sold during
1999. The Puente Street investment was a wholly-owned property and was also sold
during 1999. The Columbia Gateway Corporate Park investment, which was
originally structured as a joint venture with a real estate
development/management firm and an affiliate of the Partnership, was
restructured to give the Partnership and the affiliate of the Partnership full
control over the business of joint venture effective January 1, 1998. This
investment was also sold during 1999.
Operating Factors
As mentioned above, the Waters Landing II investment was sold on February
17, 2000 and the Partnership recognized a gain of $556,164.
As mentioned above, the Columbia Gateway Corporate Park joint venture
investment in which the Partnership and an affiliate owned a 30.5% and 69.5%
interest, respectively, sold its property on December 20, 1999. The Partnership
recognized its 30.5% share of the gain in the amount 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 $104,975. 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.
Occupancy at Santa Rita Plaza was 100% at December 31, 2000 compared to
98% at both December 31, 1999 and 1998. Although occupancy is strong at this
time, leases for another 30% of the space will expire during 2001. Renewals for
these leases are being actively pursued at this time.
On October 13, 2000, the Partnership executed a Purchase and Sale
Agreement to sell the Santa Rita Plaza investment. Although there can be no
assurances that this sale will occur, it is expected to be concluded during the
first quarter of 2001.
Investment Results
Interest on cash and cash equivalents decreased by approximately $47,000
in 2000 compared to 1999 as a result of lower investment balances due to the
sale of Waters Landing II in February 2000 as well as a capital distribution
made from unallocated original working capital reserves in 2000. Interest on
cash and cash equivalents decreased by approximately $58,000 in 1999 as compared
to 1998 as a result of lower investment balances due to the sale of Puente
Street in June 1999 and Dahlia in August 1999.
12
2000 Compared to 1999
Real estate operations decreased overall by approximately $469,000 between
2000 and 1999. This decrease is primarily due to the sale of Columbia Gateway
Corporate Park joint venture in December 1999. Operating results at Santa Rita
Plaza have increased due to 1) a higher yearly average occupancy between 2000
and 1999, 2) an increase in 2000 rental rates and 3) no depreciation and
amortization expense taken for the last quarter of 2000 due to the asset being
held for sale. This increase in operations is offset by the sales of Puente
Street in June 1999 and Dahlia in August 1999.
1999 Compared to 1998
Real estate operations decreased overall by approximately $1,022,105
between 1999 and 1998. This decrease is primarily due to lower operating results
from both Puente Street and Dahlia due to the sale of these assets during 1999
(partial year operations in 1999 versus full year operations in 1998). Operating
results at Santa Rita Plaza also decreased due to lower interest income and
higher depreciation expense.
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.
2000 Compared to 1999
The Partnership management fee decreased due to a decrease in
distributable cash flow from operations as a result of the sale of three assets
in 1999 and one asset in 2000. General and administrative expenses increased by
approximately $35,000 or 13%, primarily due to an increase in investor servicing
and legal fees which were partially offset by a decrease in appraisal fees due
to one less asset in 2000 compared to 1999.
1999 Compared to 1998
The Partnership management fee decreased due to a decrease in
distributable cash flow from operations as a result of the sale of two assets in
1999. General and administrative expenses increased by approximately $22,000 or
9%, primarily due to an increase in state taxes which was partially offset by a
decrease in appraisal fees due to three fewer assets in 1999 compared to 1998.
Inflation
By their nature, real estate investments tend not to be adversely affected
by inflation. Inflation may result in appreciation in the value of real estate
investments over time if rental rates and replacement costs increase. Declines
in real property values during the period of Partnership operations, due to
market and economic conditions, have overshadowed the positive effect inflation
may have on the value of the Partnership's investments.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The Partnership was not party to derivative financial instruments or
derivative commodity instruments at or during the year ended December 31, 2000.
13
Item 8. Financial Statements and Supplementary Data.
The independent auditor's reports, financial statements and financial
statement schedule listed in the accompanying index are filed as part of this
report. See Index to the Financial Statement and Schedule on page 19.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
The Partnership has had no disagreements with its accountants on any
matters of accounting principles or practices or financial statement disclosure.
PART III
Item 10. Directors and Executive Officers of the Registrant.
(a) and (b) Identification of Directors and Executive Officers.
The following table sets forth the names of the directors and executive
officers of the Managing General Partner and the age and position held by each
of them as of December 31, 2000.
Name Position(s) with the Managing General Partner Age
- ---- --------------------------------------------- ---
Alison L. Husid President, Chief Executive Officer and Director 38
Pamela J. Herbst Vice President and Director 45
J. Grant Monahon Vice President and Director 55
James J. Finnegan Vice President 40
Dana C. Spires Treasurer and Principal Financial and Accounting Officer 34
(c) Identification of Certain Significant Employees.
None.
(d) Family Relationships.
None.
(e) Business Experience.
The Managing General Partner was incorporated in Massachusetts on October
23, 1986. The background and experience of the executive officers and directors
of the Managing General Partner are as follows:
Alison L. Husid is a Portfolio Manager in the Direct Investments group of
AEW Capital Management, L.P. ("AEW"), the Advisor's parent, with responsibility
for several real estate equity portfolios representing approximately $700
million in client capital. She has over 15 years of experience in real estate
finance and investment management. Alison joined AEW in 1987 as Controller for a
portfolio management team responsible for the acquisition, management,
restructuring and disposition of client assets in New England and the western
U.S. She later served as Asset Manager for a portfolio of assets in Arizona and
the West Coast. Prior to joining AEW, Alison worked for several years as a
Senior Auditor with Peat Marwick, Main & Co. She is a Certified Public
Accountant and a graduate of the University of Massachusetts (B.A.).
14
Pamela J. Herbst is Head of AEW's Direct Investments group, with oversight
responsibility for approximately $4 billion of client assets. With over 20 years
of direct real estate experience, Pam is a Principal of AEW, and a member of
AEW's Management Committee, Investment Committee and Investment Policy Group.
Since joining AEW's predecessor in 1982, Pam has held various senior level
positions in investment management, acquisitions and corporate operations. In
addition to holding a number of industry certifications, she is a member of
various real estate industry trade organizations, and sits on the Board of
Directors of the National Association of Real Estate Investment Managers
(NAREIM). Pam is a graduate of the University of Massachusetts (B.A.) and Boston
University (M.B.A.).
J. Grant Monahon is AEW's Chief Operating Officer and a member of its
Management Committee, Investment Committee and Investment Policy Group. He has
over 25 years of experience in real estate law and investments and formerly
served as AEW's General Counsel. Prior to joining AEW in 1987, Grant was a
partner with a major Boston law firm. As the head of that firm's real estate
finance department, he represented a wide variety of institutional clients, both
domestic and international, in complex equity and debt transactions. He is the
former Chairman of the General Counsel section of the National Association of
Real Estate Investment Managers. Grant is a graduate of Dartmouth College (B.A.)
and Georgetown University Law Center (J.D.).
James J. Finnegan is AEW's General Counsel. He has over fifteen years of
experience in real estate, including seven years in private practice with major
New York City and Boston law firms. Jay has extensive experience in creating and
implementing real estate investment and portfolio management strategies for
institutional investors. Jay joined AEW in 1992 and has been actively involved
in various aspects of AEW's investment activities, including public and private
debt and equity investments. He also serves as AEW's securities and regulatory
compliance officer, and is the Principal of AEW Securities, L.P., AEW's
affiliated broker/dealer. Jay is a member of the General Counsel section of the
National Association of Real Estate Investment Managers. He is a graduate of the
University of Vermont (B.A.) and Fordham University School of Law (J.D.).
Dana C. Spires is a Controller in AEW's Direct Investment group, with
responsibility for overseeing the accounting and financial reporting for several
direct investment clients. Prior to joining AEW in 2000, he worked as a
Controller for both Finard & Company, LLC and Leggat McCall Retirement
Properties LLC. Mr. Spires has over twelve years of financial experience in the
real estate field. He is a graduate of Thiel College.
(f) Involvement in Certain Legal Proceedings.
None.
Item 11. Executive Compensation.
Under the Partnership Agreement, the General Partners and their affiliates
are entitled to receive various fees, commissions, cash distributions,
allocations of taxable income or loss and expense reimbursements from the
Partnership. See Note 1, Note 2 and Note 6 of Notes to Financial Statements.
The following table sets forth the amounts of the fees and cash
distributions and reimbursements for out-of-pocket expenses which the
Partnership paid to or accrued for the account of the General Partners and their
affiliates for the year ended December 31, 2000. Cash distributions to General
Partners include amounts distributed after year end with respect to 2000.
15
Amount of
Compensation and
Receiving Entity Type of Compensation Reimbursement
- ---------------- -------------------- -------------
General Partners Share of Distributable Cash $ 12,095
AEW Real Estate Advisors, Inc. Management Fees and 136,604
(formerly known as Copley Real Reimbursement of Expenses
Estate Advisors, Inc.)
New England Securities Corporation Servicing Fees plus out-of-
pocket reimbursements 23,061
------------------
TOTAL $ 171,760
==================
For the year ended December 31, 2000 the Partnership allocated $(5,940) of
taxable loss to the General Partners.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security Ownership of Certain Beneficial Owners
No person or group is known by the Partnership to be the beneficial owner
of more than 5% of the outstanding Units at December 31, 2000. Under the
Partnership Agreement, the voting rights of the Limited Partners are limited
and, in some circumstances, are subject to the prior receipt of certain opinions
of counsel or judicial decisions.
Except as expressly provided in the Partnership Agreement, the right to
manage the business of the Partnership is vested exclusively in the Managing
General Partner.
(b) Security Ownership of Management.
The General Partners of the Partnership owned no Units at December 31,
2000.
(c) Changes in Control.
There exists no arrangement known to the Partnership the operation of
which may at a subsequent date result in a change in control of the Partnership.
Item 13. Certain Relationships and Related Transactions.
The Partnership has no relationships or transactions to report other than
as reported in Item 11, above.
16
PART IV
Item 14. Exhibits, Financial Statements, and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
(1) Financial Statements--The Financial Statements listed on the
accompanying Index to Financial Statements and Schedule and
Financial Statements Index No. 2 are filed as part of this Annual
Report.
(2) Financial Statement Schedule - The Financial Statement Schedule
listed on the accompanying Index to Financial Statements and
Schedule are filed as part of this Annual Report.
(3) Exhibits--The Exhibits listed in the accompanying Exhibit Index
are filed as a part of this Annual Report and incorporated in this
Annual Report as set forth in said Index.
(b) Reports on Form 8-K. No current reports on Form 8-K were filed during
the fourth quarter ended December 31, 2000.
17
New England Pension Properties V;
A Real Estate Limited Partnership
Financial Statements
* * * * * * * *
December 31, 2000
18
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Report of Independent Accountants
Financial Statements:
Balance Sheets - December 31, 2000 and 1999
Statements of Operations - Years ended December 31, 2000, 1999 and 1998
Statements of Partners' Capital (Deficit) - Years ended December 31, 2000,
1999 and 1998
Statements of Cash Flows - Years ended December 31, 2000, 1999 and 1998
Notes to Financial Statements
Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation at December 31,
2000
All other schedules are omitted because they are not applicable
19
Report of Independent Accountants
To the Partners of New England Pension Properties V; A Real Estate Limited
Partnership:
In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the financial position of New England
Pension Properties V; A Real Estate Limited Partnership (the "Partnership") at
December 31, 2000 and 1999, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2000 in conformity
with accounting principles generally accepted in the United States of America.
In addition, in our opinion, the financial statement schedule listed in the
accompanying index presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related financial
statements. These financial statements and the financial statement schedule are
the responsibility of Fifth Copley Corp., the Managing General Partner of the
Partnership (the "Managing General Partner"); our responsibility is to express
an opinion on these financial statements and the financial statement schedule
based on our audits. We conducted our audits of these statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by the Managing General Partner, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
/s/ PriceWaterhouseCoopers LLP
Boston, MA
March 13, 2001
20
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
BALANCE SHEETS
December 31,
------------------------------------------
2000 1999
--------------- ----------------
Assets
Real estate investments:
Property, net $ -- $ 8,695,906
Joint venture -- 152,500
--------------- ----------------
-- 8,848,406
Property held for disposition, net 8,374,264 1,491,742
Cash and cash equivalents 2,762,388 12,026,888
--------------- ----------------
$ 11,136,652 $ 22,367,036
=============== ================
Liabilities and Partners' Capital
Accounts payable $ 123,393 $ 93,275
Accrued management fees 9,899 16,963
Deferred management and disposition fees 2,016,345 1,930,523
--------------- ----------------
Total liabilities 2,149,637 2,040,761
--------------- ----------------
Partners' capital (deficit):
Limited partners ($229 and $367 per unit;
respectively, 160,000 units authorized,
82,228 issued and outstanding,) 9,000,022 20,339,363
General partners (13,007) (13,088)
---------------- -----------------
Total partners' capital 8,987,015 20,326,275
--------------- ----------------
$ 11,136,652 $ 22,367,036
=============== ================
(See accompanying notes to financial statements)
21
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
Year ended December 31,
---------------------------------------------------------------
2000 1999 1998
--------------- --------------- ---------------
Investment Activity
Property rentals $ 1,976,430 $ 2,707,017 $ 4,103,360
Interest income on loan to ground lessor 127,688 135,330 142,492
Property operating expenses (499,211) (828,020) (949,126)
Ground rent expense (390,000) (390,000) (390,000)
Depreciation and amortization (362,570) (739,415) (1,003,722)
--------------- --------------- ---------------
852,337 884,912 1,903,004
Equity in joint venture earnings -- 436,427 440,440
-------------- -------------- --------------
Total real estate operations 852,337 1,321,339 2,343,444
Gain on sale of investment in joint venture -- 957,057 --
Gain on sales of property 556,164 3,472,334 --
-------------- -------------- --------------
Total real estate activity 1,408,501 5,750,730 2,343,444
Interest on cash equivalents
and short-term investments 383,586 430,901 488,461
-------------- -------------- --------------
Total investment activity 1,792,087 6,181,631 2,831,905
-------------- -------------- --------------
Portfolio Expenses
Management fee 119,604 363,331 401,138
General and administrative 312,085 277,419 255,287
-------------- -------------- --------------
431,689 640,750 656,425
-------------- -------------- --------------
Net Income $ 1,360,398 $ 5,540,881 $ 2,175,480
============== ============== ==============
Net income per weighted average limited
partnership unit $ 16.38 $ 66.71 $ 26.17
============== ============== ==============
Cash distributions per limited partnership
unit outstanding for the entire year $ 154.28 $ 297.96 $ 51.61
============== ============== ==============
Weighted average number of limited
partnership units outstanding during
the year 82,228 82,228 82,309
============== ============== ==============
(See accompanying notes to financial statements)
22
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
Year ended December 31,
--------------------------------------------------------------------------------
2000 1999 1998
-------------------------- ------------------------- ------------------------
General Limited General Limited General Limited
Partners Partners Partners Partners Partners Partners
Balance at beginning of year $ (13,088) $ 20,339,363 $ (27,832) $ 39,354,545 $ (6,663) $ 41,511,957
Repurchase of limited
partnership units -- -- -- -- -- (61,776)
Cash distributions (13,523) (12,686,135) (40,665) (24,500,654) (42,924) (4,249,361)
Net income 13,604 1,346,794 55,409 5,485,472 21,755 2,153,725
---------- ------------- --------- ------------- --------- ------------
Balance at end of year $ (13,007) $ 9,000,022 $ (13,088) $ 20,339,363 $ (27,832) $ 39,354,545
========== ============= ========= ============= ========= ============
(See accompanying notes to financial statements)
23
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
Year ended December 31,
-------------------------------------------------
2000 1999 1998
---- ---- ----
Cash flows from operating activities:
Net income $ 1,360,398 $ 5,540,881 $ 2,175,480
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 362,570 739,415 1,003,722
Gain on sale of investment in joint venture -- (957,057) --
Gain on sales of property (556,164) (3,472,334) --
Increase in property deferred lease commissions (48,175) (67,465) (224,692)
Equity in joint venture earnings -- (436,427) (440,440)
Cash distributions from joint
ventures 152,500 374,058 430,606
Decrease in investment
income receivable -- -- 64,217
Decrease (increase) in property
working capital (64,335) 598,955 (208,803)
Increase (decrease) of deferred
management fee 19,222 (153,203) -
Increase (decrease) in operating liabilities 23,054 (48,658) 127,366
------------- -------------- ------------
Net cash provided by operating
activities 1,249,070 2,118,165 2,927,456
------------- ------------- ------------
Cash flows from investing activities:
Net proceeds from sale of investments 2,047,906 26,347,165 --
Deferred disposition fees 66,600 831,728 --
Investments in property (15,265) (28,602) (2,027,390)
Repayments received on loan to ground lessor 86,847 79,596 72,951
Decrease in short-term investments, net -- -- 4,297,813
------------ ------------- -----------
Net cash provided by investing activities 2,186,088 27,229,887 2,343,374
------------- ------------- ------------
Cash flows from financing activities:
Distributions to partners (12,699,658) (24,541,319) (4,292,285)
Repurchase of limited partnership units - - (61,776)
------------- ------------- ------------
Net cash used in financing activities (12,699,658) (24,541,319) (4,354,061)
-------------- -------------- ------------
Net increase (decrease) in cash and cash
equivalents (9,264,500) 4,806,733 916,769
Cash and cash equivalents:
Beginning of year 12,026,888 7,220,155 6,303,386
------------- ------------- ------------
End of year $ 2,762,388 $ 12,026,888 $ 7,220,155
============= ============= ============
(See accompanying notes to financial statements)
24
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND BUSINESS
General
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 to-be-developed, 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 the last remaining real estate investment it currently owns prior
to the end of 1989. It intends to dispose of its investments within twelve years
of their acquisition, and then liquidate.
The Managing General Partner of the Partnership is Fifth Copley Corp., a
wholly-owned subsidiary of AEW Real Estate Advisors, Inc. (the "Advisor"),
formerly known as Copley Real Estate Advisors, Inc. ("Copley"). The associate
general partner is ECOP Associates Limited Partnership, a Massachusetts limited
partnership. Subject to the Managing General Partner's overall authority, the
business of the Partnership is managed by the Advisor pursuant to an advisory
contract.
The Advisor is a wholly-owned subsidiary of AEW Capital Management L.P., a
wholly-owned subsidiary of Nvest Companies, L.P. (the "Company"). On October 30,
2000, Paris-based CDC IXIS Asset Management ("CDCIAM") acquired the Company and
its affiliated partnership, Nvest, L.P. (the "Acquisition"). Subsequently, the
Company's name was changed to CDC IXIS Asset Management North America, LP.
CDCIAM is the investment management arm of France's CDC IXIS, a subsidiary of
Caisse des Depots Group ("CDC").
The Acquisition was accomplished through CDCIAM's wholly owned subsidiary,
CDC IXIS Asset Management US Corporation ("CDCIAM US Corp."), which has a 99%
direct limited partnership interest in the Company and is the sole owner of the
Company's 1% general partner, CDC IXIS Asset Management US, LLC.
Prior to the Acquisition, the Company was owned by Nvest, L.P. ("Nvest"),
a publicly traded limited partnership with an approximate 15 percent interest,
and by private unitholders. The general partner of Nvest and the managing
general partner of the Company was a wholly-owned subsidiary of Metropolitan
Life Insurance Company ("MetLife"). In total, MetLife owned approximately 48% of
the partnership units of the Company at October 30, 2000 (including those owned
indirectly through ownership of Nvest units). Upon the consummation of the
Acquisition on October 30, 2000, all unitholders received cash in exchange for
each unit owned. Nvest, whose primary asset was its ownership of Nvest
Companies' units, was merged with and into the Company on December 31, 2000,
with the Company as the surviving entity.
Management
The Advisor, is entitled to receive stipulated fees from the Partnership
in consideration of services performed in connection with the management of the
Partnership and the acquisition and disposition of Partnership investments in
real property. Partnership management fees are 9% of distributable cash flow
from operations, as defined, before deducting such fees. Payment of 50% of
management fees is deferred until cash distributions to limited partners exceed
a specified rate or until payable from sales proceeds. The Advisor is also
reimbursed for expenses incurred in connection with administering the
Partnership ($17,000 in 2000, 1999, and 1998, respectively). Acquisition fees
were based on 2% of gross proceeds from the offering. Disposition fees are
limited to the lesser of 3% of the selling price of property or 50% of the
standard real estate commission customarily charged by an independent real
estate broker. Payment of disposition fees are subject to the prior receipt by
the limited partners of their capital contributions plus a stipulated return
thereon. Deferred disposition fees were $1,956,543 and $1,889,943 at December
31, 2000 and 1999, respectively.
25
New England Securities Corporation, an indirect subsidiary of Met Life,
was engaged by the Partnership to act as its unit holder servicing agent. Fees
and out-of pocket expenses for such services totaled $23,061, $22,679 and
$20,852, in 2000, 1999 and 1998, respectively.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Managing General Partner to make
estimates affecting the reported amounts of assets and liabilities, and of
revenues and expenses. In the Partnership's business, certain estimates require
an assessment of factors not within management's control, such as the ability of
tenants to perform under long-term leases and the ability of the properties to
sustain their occupancies in changing markets. Actual results, therefore, could
differ from those estimates.
Real Estate Joint Ventures
Investments in joint ventures, including loans made to venture partners,
which are in substance real estate investments, are stated at cost plus (minus)
equity in undistributed joint venture income (losses). Allocations of joint
venture income (losses) were made to the Partnership's venture partners as long
as they had substantial economic equity in the project. Economic equity is
measured by the excess of the appraised value of the property over the
Partnership's total cash investment plus accrued preferential returns and
interest thereon. Currently, the Partnership has no joint ventures.
Property
Property includes land and buildings and improvements, which are stated at
cost, less accumulated depreciation, and other operating net assets
(liabilities). The initial carrying value of a property previously owned by a
joint venture equals the Partnership's carrying value of the predecessor
investment on the conversion date.
Capitalized Costs, Depreciation, and Amortization
Maintenance and repair costs are expensed as incurred. Significant
improvements and renewals are capitalized. Depreciation is computed using the
straight-line method based on estimated useful lives of the buildings and
improvements. Leasing costs are also capitalized and amortized over the related
lease terms.
Acquisition fees have been capitalized as part of the cost of real estate
investments. Amounts not related to land are amortized using the straight-line
method over the estimated useful lives of the underlying property.
Leases at the properties provide for rental increases over the respective
lease terms. Rental revenue is being recognized on a straight-line basis over
the lease terms.
Realizability of Real Estate Investments
The Partnership considers a real estate investment to be impaired when it
determines the carrying value of the investment is not recoverable through
expected undiscounted cash flows generated from the operations and disposition
of property. The impairment loss is based on the excess of the investment's
carrying value over its estimated fair market value. For investments being held
for sale, the impairment loss also includes estimated costs of sale. Property
held for sale is not depreciated during the holding period. Investments are
considered to be held for disposition at the time management commits the
Partnership to a plan to dispose of the investment.
Cash Equivalents
Cash equivalents are stated at cost, plus accrued interest. The
Partnership considers all highly liquid debt investments purchased with a
maturity of ninety days or less to be cash equivalents; otherwise, they are
classified as short-term investments.
26
Deferred Disposition Fees
As discussed in Note 1, disposition fees due to the Advisor related to
sales of investments are included in the determination of gains or losses
resulting from such transactions. According to the terms of the advisory
contract, payment of such fees has been deferred until the limited partners
first receive their capital contributions, plus a stipulated return thereon.
Income Taxes
A partnership is not liable for income taxes and, therefore, no provision
for income taxes is made in the financial statements of the Partnership. A
proportionate share of the Partnership's income is reportable on each partner's
tax return.
Per Unit Computations
Net income per unit is computed based on the weighted average number of
units of limited partnership interest outstanding during the year. The actual
per unit amount will vary by partner depending on the date of admission to, or
withdrawal from, the Partnership.
Segment Data
Effective January 1, 1998, the Partnership adopted Financial Accounting
Standards Board Statement No. 131, "Disclosure about Segments on an Enterprise
and Related Information" (FAS 131). Based on the criteria established in FAS
131, the Managing General Partner has determined that the Partnership operates
in one operating segment: investing in real estate properties which are
domiciled in the United States of America.
NOTE 3 - REAL ESTATE JOINT VENTURES
The Partnership had invested in nine real estate joint ventures, each
organized as a general partnership with a real estate development/management
firm and, in two cases, with an affiliate of the Partnership. Two joint venture
projects were sold in 1994, one joint venture project was sold in 1999, three
joint ventures were converted to wholly-owned investments in 1995 and two joint
ventures were converted to wholly-owned investments in 1996. Joint venture
investments are in either of two forms. In one form, the Partnership makes an
equity contribution which is subject to preferential cash distributions at a
specified rate and to priority distributions with respect to sale or refinancing
transactions. In the second form of joint venture, the Partnership makes an
equity contribution to the venture, subject to preferential returns, and also
makes a loan to its venture partner which, in turn, contributes the proceeds to
the venture. The loans bear interest at a specified rate, mature in full in ten
years, and are secured by the venture partner's interest in the venture. These
loans have been accounted for as a real estate investment due to the attendant
risks of ownership. The joint venture agreements provide for the funding of cash
flow deficits in proportion to ownership interests and for the dilution of
ownership share in the event a venture partner does not contribute
proportionately.
The respective real estate management/development firm is responsible for
day-to-day development and operating activities, although overall authority and
responsibility for the business is shared by the venturers. The real estate
development/management firms or their affiliates also provide various services
to the respective joint ventures for a fee.
The following is a summary of cash invested in the Partnership's joint
venture which was sold in 1999, net of returns of capital and excluding
acquisition fees:
Original December 31,
Investment/ Rate of Ownership ----------------------
Location Return/Interest Interest 2000 1999
- -------------- ----------------- ---------- --------- ---------
Columbia Gateway
Corporate Park
Columbia, MD 10.5% 29.89% $ 0 $ 152,500
27
Columbia Gateway Corporate Park
On December 21, 1987, the Partnership entered into a joint venture
agreement with an affiliate of the Partnership and an affiliate of Manekin
Corporation to construct and operate seven research and development /office
buildings, of which six had been constructed at the time of the sale of the
property. The Partnership committed to make a $6,402,000 equity contribution to
the joint venture. The Partnership and New England Life Pension Properties IV
(the "Affiliate") collectively had a 50% ownership interest in the joint
venture. Ownership of the Columbia Gateway Corporate Park joint venture was
restructured to give the Partnership and its Affiliate additional control over
the business of the joint venture effective January 1, 1998 and they became
entitled to 30.5% and 69.5%, respectively, of the operating activity of the
joint venture.
On December 20, 1999, the Columbia Gateway Corporate Park joint venture
investment in which the Partnership and an affiliate own a 29.89% and 68.11%
interest, respectively, 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 ($70.00 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.
Summarized Financial Information
The following summarized financial information is presented in the
aggregate for Columbia Gateway Corporate Park joint venture:
Assets and Liabilities
December 31,
--------------------------
2000 1999
------ ------
Assets
Other assets $ -- $ 539,968
--------- ---------
539,968
Liabilities -- (8,425)
--------- ---------
Net assets $ -- $ 531,543
========= =========
Result of Operations
Year ended December 31,
---------------------------------------
2000 1999 1998
------ ------ ------
Revenue
Rental income $ -- $ 1,994,186 $ 2,312,692
Other income -- 115,948 15,809
----------- ----------- -----------
-- 2,110,134 2,328,501
----------- ----------- -----------
Expenses
Operating expenses -- 485,802 560,829
Depreciation and amortization -- 193,425 323,605
----------- ----------- -----------
-- 679,227 884,434
----------- ----------- -----------
Net Income $ -- $ 1,430,907 $ 1,444,067
=========== =========== ===========
Liabilities and expenses exclude amounts owed and attributable to the
Partnership and its affiliate on behalf of its various financing arrangements
with the joint venture.
28
NOTE 4 - PROPERTY
Santa Rita Plaza
Effective August 1, 1995, the Santa Rita Plaza joint venture was
restructured into a limited partnership, giving the Partnership control over
management decisions. Accordingly, the investment is being accounted for as a
wholly-owned property as of that date. The carrying value of the joint venture
investment at conversion ($10,216,659) was allocated to building and
improvements, mortgage loan receivable from the ground lessor and other net
operating assets. On this same date, the Partnership made a fifteen-year loan in
the amount of $1,750,000 to the ground lessor, which used a portion of the
proceeds to repay a loan from the Santa Rita venture which, in turn, paid
approximately $1,300,000 to the Partnership as a partial return of its capital
investment in the venture. The Partnership had the right to require full payment
of the loan after August 1, 2000. On August 3, 2000, the Partnership exercised
this right and notified the ground lessor that the maturity date had been
accelerated to a date specified by the Partnership not less than 365 days from
the date of notice. Accordingly, all amounts of principal and interest then
unpaid will be due and payable on August 6, 2001. The ground lease requires an
annual base payment of $390,000 per year through 2063, plus 11.55% of excess
rents, as defined.
The buildings and improvements (a shopping center in Salinas, California)
are being depreciated over 25 years beginning August 1, 1995. The loan to the
ground lessor bears interest at 8.75%, with payments to be made monthly based on
a 15-year amortization schedule, and is collateralized by the ground lessor's
interest in the Santa Rita Plaza land.
On October 13, 2000, the Partnership executed a Purchase and Sale
Agreement to sell the Santa Rita Plaza investment. Although there can be no
assurances that this sale will occur, it is expected to be concluded during the
first quarter of 2001. This investment is classified as Property held for
disposition, net, on the balance sheet at December 31, 2000. During the year
ended December 31, 2000 and 1999, the Partnership recognized $824,132 and
$423,200 in net income from this investment, respectively.
Dahlia
Effective September 1, 1995, the Dahlia joint venture was restructured
into a limited partnership, giving the Partnership control over management
decisions. Accordingly, the investment was accounted for as a wholly-owned
property as of that date. The carrying value at conversion ($7,413,175) was
allocated to land, building and improvements, and other net operating assets.
The buildings and improvements (a warehouse facility in Fontana,
California) were being depreciated over 25 years beginning September 1, 1995.
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 21, 1999, the
Partnership made a capital distribution of $9,456,220 ($115 per Limited
Partnership Unit) from the sale proceeds.
Puente Street
Effective June 1, 1991, the Partnership assumed total ownership of this
property due to the venture partner's inability to fund its proportionate share
of operating deficits. The property originally included an industrial building,
together with a parking lot and storage area, in Brea, California. During the
fourth quarter of 1998, a 53,000 square-foot build-to-suit facility was
completed on Partnership land.
The original building and improvements were being depreciated over 30
years beginning June 1, 1991. The depreciation of the new building was also over
a 30-year period, commencing during the fourth quarter of 1998.
29
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 28, 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 AEW of $234,897.
Waters Landing II
In the second quarter of 1996, the Waters Landing II joint venture was
restructured and the venture partner's ownership interest was assigned to the
Partnership. Since April 1, 1996, the investment has been accounted for as a
wholly-owned property. The carrying value of the joint venture investment at
conversion ($1,491,742) was allocated to land and the investment valuation
allowance.
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 investment in property
(one at December 31, 2000 and two at December 31, 1999):
December 31,
-------------------------------
2000 1999
----------- ------------
Land $ -- $ --
Buildings and improvements -- 8,480,975
Accumulated depreciation -- (1,665,207)
Impairment provision -- --
Loan to ground lessor -- 1,445,320
Lease commissions and
other assets, net -- 249,698
Accounts receivable -- 311,195
Accounts payable -- (126,075)
Property held for disposition 8,374,264 1,491,742
----------- ------------
$ 8,374,264 $ 10,187,648
=========== ============
Tenant leases provide for minimum rents, subject to periodic adjustment.
Tenants are also generally obligated to reimburse their pro-rata share of
operating expenses. The minimum rents due under non-cancelable operating leases
at the Partnership's last remaining property are as follows: $1,207,564 in 2001;
$1,045,972 in 2002; $1,039,269 in 2003; $838,686 in 2004; $762,642 in 2005, and
$2,479,024 thereafter.
The Partnership recognized a net loss of $22,217 for the year ended
December 31, 1999 from the Waters Landing II investment, which was held for
disposition at December 31, 1999.
The Partnership recognized net income of $824,132 and $423,200 for the
years ended December 31, 2000 and 1999, respectively, from the Santa Rita Plaza
investment which was held for disposition at December 31, 2000.
30
NOTE 5 - INCOME TAXES
The Partnership's income for federal income tax purposes differs from that
reported in the accompanying statement of operations as follows:
Year ended December 31,
----------------------------------------
2000 1999 1998
------------- ----------- -----------
Net income per financial statements $ 1,360,398 $ 5,540,881 $ 2,175,480
Timing differences:
Joint venture earnings (loss) (6,761) 409,810 77,713
Property rentals (215,601) (44,057) 34,398
Expenses 84,170 (151,748) 147,427
Depreciation and amortization 29,715 (33,681) (64,957)
Gain (loss) on sale (1,845,968) 396,197 --
------------- ----------- -----------
Taxable income (loss) $ (594,047) $ 6,117,402 $ 2,370,061
============= =========== ===========
NOTE 6 - PARTNERS' CAPITAL
Allocation of net income from operations and distributions of
distributable cash from operations, as defined, are in the ratio of 99% to the
limited partners and 1% to the general partners. Cash distributions are made
quarterly.
Net sale proceeds and financing proceeds are allocated first to limited
partners to the extent of their contributed capital plus a stipulated return
thereon, as defined, second to pay disposition fees, and then 85% to the limited
partners and 15% to the general partners. The adjusted capital contribution per
limited partnership unit was reduced from $1,000 to $952 in 1994, then to $924
in 1995, then to $616 in 1997, then to $367 in 1999 and further reduced to $229
in 2000 as a result of the return of capital from the sale of eight investments
and other capital transactions. No capital distributions have been made to the
general partners. Income from a sale is allocated in proportion to the
distribution of related proceeds, provided that the general partners are
allocated at least 1%. Income or losses from a sale, if there are no residual
proceeds after the repayment of the related debt, will be allocated 99% to the
limited partners and 1% to the general partners.
NOTE 7 - SUBSEQUENT EVENT
Distributions of cash from operations relating to the quarter ended
December 31, 2000 were made on January 25, 2001 in the aggregate amount of
$200,171 ($2.41 per Limited Partnership Unit).
31
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
SCHEDULE III
AT DECEMBER 31, 2000
Initial Cost to the Partnership
----------------------------------------------------------------------------------
Lease Comm.
Buildings & & Other Other Net
Description Land Improvements Capital Costs Assets (Liabilities)
- ------------------------------------------------------------------------------------------------------------------------------------
Brea, CA.
- Puente Street (See Note A) $3,985,498 $8,542,701 $1,273,000 ($619)
Las Vegas, NV.
- Palms Business Center III and IV (See Note A) 2,195,482 7,783,981 115,493 213,309
Fontana, CA.
- Dahlia (See Note A) 1,367,969 5,471,878 227,625 345,703
Salinas, CA.
- Santa Rita Plaza (See Note A) 0 8,056,722 196,574 1,963,363
Germantown, MD
- Waters Landing II (See Note A) 2,091,742 0 0 0
Phoeniz, AZ
- University Business Park 1,834,355 3,724,297 86,200 (14,271)
----------------------------------------------------------------------------------
Total Wholly-Owned Property $11,475,046 $33,579,579 $1,898,892 $2,507,485
==================================================================================
29.89% interest in Columbia
Gateway Corporate Park ----------------------------------------------------------------------------------
Partnership. Develop and operate
office/R & D bldgs. in Columbia, MD.
----------------------------------------------------------------------------------
Total Joint Ventures
==================================================================================
Costs Subsequent to Acquisition
----------------------------------------------------------------------------------
Write off of
Buildings Write off of Lease Commissions Change in
and Tenant & Other Write down Other Net
Description Improvements Improvements Cap. Costs of Property Assets (Liabilities)
- ------------------------------------------------------------------------------------------------------------------------------------
Brea, CA.
- Puente Street (See Note A) $2,711,872 ($409,228) ($1,273,000) ($2,900,000) $1,299,583
Las Vegas, NV.
- Palms Business Center III and IV (See Note A) 65,573 0 0 0 (75,052)
Fontana, CA.
- Dahlia (See Note A) 194,540 0 0 0 (535,666)
Salinas, CA.
- Santa Rita Plaza (See Note A) 439,518 0 0 0 41,076
Germantown, MD
- Waters Landing II (See Note A) 0 0 0 (600,000) 0
Phoeniz, AZ
- University Business Park 121,932 0 0 0 101,692
-----------------------------------------------------------------------------------
Total Wholly-Owned Property $3,533,435 ($409,228) ($1,273,000) ($3,500,000) $831,633
===================================================================================
29.89% interest in Columbia
Gateway Corporate Park ---------------------------------- See Note B -----------------------------------
Partnership. Develop and operate
office/R & D bldgs. in Columbia, MD.
-----------------------------------------------------------------------------------
Total Joint Ventures
===================================================================================
Balance at end of year
-----------------------------------------------------------------------------------
Accumulated
Buildings & Other Disposal Depreciation
Description Land Improvements Net Assets of Asset Total and Amortization
- ------------------------------------------------------------------------------------------------------------------------------------
Brea, CA.
- Puente Street (See Note A) $3,985,498 $7,945,345 $1,298,964 ($13,229,807) $0 $0
Las Vegas, NV.
- Palms Business Center III and IV (See Note A) 2,195,482 7,849,554 253,750 (10,298,786) $0 $0
Fontana, CA.
- Dahlia (See Note A) 1,367,969 5,666,418 37,662 (7,072,049) $0 $0
Salinas, CA.
- Santa Rita Plaza (See Note A) 0 8,496,240 2,201,013 0 $10,697,253 ($2,322,988)
Germantown, MD
- Waters Landing II (See Note A) 1,491,742 0 0 (1,491,742) $0 $0
Phoeniz, AZ
- University Business Park 1,834,355 3,846,229 173,621 (5,854,205) $0 $0
----------------------------------------------------------------------------------
Total Wholly-Owned Property $10,875,046 $33,803,786 $3,965,010 ($37,946,589) $10,697,253 ($2,322,988)
==================================================================================
29.89% interest in Columbia
Gateway Corporate Park -------------------------------------- $0 N/A
Partnership. Develop and operate
office/R & D bldgs. in Columbia, MD.
------------------------------------------------------------------
Total Joint Ventures $0
==================================================================
Date of Date Depreciable
Description Construction Acquired Life
- -------------------------------------------------- -------------------------------------------------------------
Brea, CA.
- Puente Street (See Note A) 1989 6/1/91 30 Years
Las Vegas, NV.
- Palms Business Center III and IV (See Note A) Lease-up 03/07/1988 25 Years
Fontana, CA.
- Dahlia (See Note A) 1990 09/21/1987 25 Years
Salinas, CA.
- Santa Rita Plaza (See Note A) 1990 02/01/1989 25 Years
Germantown, MD To be
- Waters Landing II (See Note A) Constructed 05/26/1987 Land
Phoeniz, AZ
- University Business Park 1991 09/30/1987 30 Years
Total Wholly-Owned Property
29.89% interest in Columbia
Gateway Corporate Park Phase I - 1990 12/21/87 50 Years
Partnership. Develop and operate
office/R & D bldgs. in Columbia, MD. Phase II - Under Construction
Total Joint Ventures
32
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
SCHEDULE III - NOTE A
AT DECEMBER 31, 2000
Balance Conversion to Additions to Additions/ Change in
as of Wholly-Owned Lease Deletions to Write Down Property Working
Description 12/31/1997 Property Commissions Property of Property Capital
- ------------------------------------ -------------------------------------------------------------------------------------------
Brea, CA.
- Puente Street $11,424,653 $0 $73,988 $1,671,440 $0 $2,785
Las Vegas, NV.
- Palms Business Center III and IV (4,992) 0 0 0 0 4,992
Fontana, CA.
- Dahlia 7,125,302 0 129,939 187,813 0 89,160
Salinas, CA.
- Santa Rita Plaza 10,569,893 0 20,765 168,137 0 65,440
Germantown, MD
- Waters Landing II 1,491,742 0 0 0 0 0
Phoenix, AZ
- University Business Park 37,873 0 0 0 0 (26,525)
-------------------------------------------------------------------------------------------
Total Wholly-Owned Property $30,644,471 $0 $224,692 $2,027,390 $0 $135,852
===========================================================================================
12/31/1997 1998 1998
Balance Accumulated Depreciation Depreciation
Disposal as of Depreciation and and Amortization and Amortization
Description of Asset 12/31/1998 Amortization Expense Subtotal
- ------------------------------------ -----------------------------------------------------------------------------------------
Brea, CA.
- Puente Street $0 $13,172,866 $1,764,286 ($267,350) $2,031,636
Las Vegas, NV.
- Palms Business Center III and IV 0 0 0 0 $0
Fontana, CA.
- Dahlia 0 7,532,214 560,382 (291,033) $851,415
Salinas, CA.
- Santa Rita Plaza 0 10,824,235 1,032,436 (443,399) $1,475,835
Germantown, MD
- Waters Landing II 0 1,491,742 0 0 $0
Phoenix, AZ
- University Business Park 0 11,348 (1) 0 0 $0
-----------------------------------------------------------------------------------------
Total Wholly-Owned Property $0 $33,032,405 $3,357,104 ($1,001,782) $4,358,886
=========================================================================================
12/31/1998
Accumulated
Disposal Depreciation and
Description of Asset Amortization
- ------------------------------------ -----------------------------------
Brea, CA.
- Puente Street $2,031,636
Las Vegas, NV.
- Palms Business Center III and IV 0
Fontana, CA.
- Dahlia 851,415
Salinas, CA.
- Santa Rita Plaza 1,475,835
Germantown, MD
- Waters Landing II 0
Phoenix, AZ
- University Business Park 0
-----------------------------------
Total Wholly-Owned Property $0 $4,358,886
===================================
(1) Represents remaining working capital at 12/31/98
----------------------------------------------------------------------------
Balance Conversion to Additions to Additions/
as of Wholly-Owned Lease Deletions to Write Down
Description 12/31/1998 Property Commissions Property of Property
- -------------------------------------- ----------------------------------------------------------------------------
Brea, CA.
- Puente Street $13,172,866 $0 $11,131 $2,354 $0
Las Vegas, NV.
- Palms Business Center III and IV 0 0 0 0 0
Fontana, CA.
- Dahlia 7,532,214 0 0 0 0
Salinas, CA.
- Santa Rita Plaza 10,824,235 0 56,334 26,248 0
Germantown, MD
- Waters Landing II 1,491,742 0 0 0 0
Phoenix, AZ
- University Business Park (1) 11,348 0 0 0 0
----------------------------------------------------------------------------
Total Wholly-Owned Property $33,032,405 $0 $67,465 $28,602 $0
============================================================================
--------------------------------------------------------------------------------------------
12/31/1998 1999
Change in Balance Accumulated Depreciation
Property Working Disposal as of Depreciation and and Amortization
Description Capital of Asset 12/31/199 Amortization Expense
- -------------------------------------- --------------------------------------------------------------------------------------------
Brea, CA.
- Puente Street ($440) ($13,229,807) ($43,896) (1) $2,031,636 ($91,591)
Las Vegas, NV.
- Palms Business Center III and IV 0 0 0 0 0
Fontana, CA.
- Dahlia (417,847) (7,072,049) 42,318 (1) 851,415 (161,786)
Salinas, CA.
- Santa Rita Plaza (247,685) 0 10,659,132 1,475,835 (484,583)
Germantown, MD
- Waters Landing II 0 0 1,491,742 0 0
Phoenix, AZ
- University Business Park (12,578) 0 (1,230) (1) 0 0
--------------------------------------------------------------------------------------------
Total Wholly-Owned Property ($678,550) ($20,301,856) $12,148,066 $4,358,886 ($737,960)
============================================================================================
-----------------------------------------------------------------------
1999 12/31/1999
Depreciation Accumulated
and Amortization Disposal Depreciation and
Description Subtotal of Asset Amortization
- -------------------------------------- -------------------------------------------------------
Brea, CA.
- Puente Street $2,123,227 ($2,123,227) $0
Las Vegas, NV.
- Palms Business Center III and IV $0 0
Fontana, CA.
- Dahlia $1,013,201 (1,013,201) 0
Salinas, CA.
- Santa Rita Plaza $1,960,418 1,960,418
Germantown, MD
- Waters Landing II $0 0
Phoenix, AZ
- University Business Park $0 0
-------------------------------------------------------
Total Wholly-Owned Property $5,096,846 ($3,136,428) $1,960,418
=======================================================
(1) Represents remaining working capital at 12/31/99
---------------------------------------------------------------------------------------------
Balance Conversion to Additions to Additions/ Change in
as of Wholly-Owned Lease Deletions to Write Down Property Working
Description 12/31/1999 Property Commissions Property of Property Capital
- ------------------------------------ ---------------------------------------------------------------------------------------------
Brea, CA.
- Puente Street ($43,896) $0 $0 $0 $0 $43,896
Las Vegas, NV.
- Palms Business Center III and IV 0 0 0 0 0 0
Fontana, CA.
- Dahlia 42,318 0 0 0 0 (42,318)
Salinas, CA.
- Santa Rita Plaza 10,659,132 0 48,175 15,265 0 (25,319)
Germantown, MD
- Waters Landing II 1,491,742 0 0 0 0 0
Phoenix, AZ
- University Business Park (1,230) 0 0 0 0 1,230
---------------------------------------------------------------------------------------------
Total Wholly-Owned Property $12,148,066 $0 $48,175 $15,265 $0 ($22,511)
=============================================================================================
----------------------------------------------------------------------------------------
12/31/1999 2000 2000
Balance Accumulated Depreciation Depreciation
Disposal as of Depreciation and and Amortization and Amortization
Description of Asset 12/31/2000 Amortization Expense Subtotal
- ------------------------------------ ----------------------------------------------------------------------------------------
Brea, CA.
- Puente Street $0 ($0) $0 $0 $0
Las Vegas, NV.
- Palms Business Center III and IV 0 0 $0 0 $0
Fontana, CA.
- Dahlia 0 0 $0 0 $0
Salinas, CA.
- Santa Rita Plaza 0 10,697,253 $1,960,418 (362,570) $2,322,988
Germantown, MD
- Waters Landing II (1,491,742) 0 $0 0 $0
Phoenix, AZ
- University Business Park 0 0 $0 0 $0
----------------------------------------------------------------------------------------
Total Wholly-Owned Property ($1,491,742) $10,697,253 $1,960,418 ($362,570) $2,322,988
========================================================================================
---------------------------------------------
12/31/2000
Accumulated
Disposal Depreciation and
Description of Asset Amortization
- ------------------------------------ ------------------------------
Brea, CA.
- Puente Street $0
Las Vegas, NV.
- Palms Business Center III and IV 0
Fontana, CA.
- Dahlia 0
Salinas, CA.
- Santa Rita Plaza 2,322,988
Germantown, MD
- Waters Landing II 0
Phoenix, AZ
- University Business Park 0
------------------------------
Total Wholly-Owned Property $0 $2,322,988
==============================
33
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
SCHEDULE III - NOTE B
AT DECEMBER 31, 2000
BALANCE CASH EQUITY IN 1998 AMORTIZATION
PERCENT OF AS OF INVESTMENTS IN INCOME/ OF DEFERRED
DESCRIPTION OWNERSHIP 12/31/1997 JOINT VENTURES (LOSS) ACQUISITION FEES
- --------------------------------------------------------------------------------------------------------------------------------
Columbia Gateway Corporate Park 15.25% 4,836,039 0 440,440 (1,940)
-----------------------------------------------------------------
$4,836,039 $0 $440,440 ($1,940)
=================================================================
CASH
DISTRIBUTED CONVERSION TO BALANCE
FROM WRITE-DOWN DISPOSAL WHOLLY-OWNED AS OF
DESCRIPTION JOINT VENTURE OF PROPERTY OF PROPERTY PROPERTY 12/31/1998
- ----------------------------------------------------------------------------------------------------------------------
Columbia Gateway Corporate Park (430,606) 0 0 0 4,843,933
-----------------------------------------------------------------------
($430,606) $0 $0 $0 $4,843,933
=======================================================================
BALANCE CASH EQUITY IN 1999 AMORTIZATION
PERCENT OF AS OF INVESTMENTS IN INCOME/ OF DEFERRED
DESCRIPTION OWNERSHIP 12/31/1998 JOINT VENTURES (LOSS) ACQUISITION FEES
- -------------------------------------------------------------------------------------------------------------------------------
Columbia Gateway Corporate Park 29.89% 4,843,933 0 436,427 (1,455)
----------------------------------------------------------------
$4,843,933 $0 $436,427 ($1,455)
================================================================
CASH
DISTRIBUTED CONVERSION TO BALANCE
FROM WRITE-DOWN DISPOSAL WHOLLY-OWNED AS OF
DESCRIPTION JOINT VENTURE OF PROPERTY OF PROPERTY PROPERTY 12/31/1999
- ----------------------------------------------------------------------------------------------------------------------
Columbia Gateway Corporate Park (374,058) (4,752,347) 0 152,500
-----------------------------------------------------------------------
($374,058) $0 ($4,752,347) $0 $152,500
=======================================================================
BALANCE CASH EQUITY IN 2000 AMORTIZATION
PERCENT OF AS OF INVESTMENTS IN INCOME/ OF DEFERRED
DESCRIPTION OWNERSHIP 12/31/1999 JOINT VENTURES (LOSS) ACQUISITION FEES
- ----------------------------------------------------------------------------------------------------------------------------
Columbia Gateway Corporate Park 29.89% 152,500 0 0 0
-------------------------------------------------------------
$152,500 $0 $0 $0
=============================================================
CASH
DISTRIBUTED CONVERSION TO BALANCE
FROM WRITE-DOWN DISPOSAL WHOLLY-OWNED AS OF
DESCRIPTION JOINT VENTURE OF PROPERTY OF PROPERTY PROPERTY 12/31/2000
- ---------------------------------------------------------------------------------------------------------------------
Columbia Gateway Corporate Park (152,500) 0 0 0
----------------------------------------------------------------------
($152,500) $0 $0 $0 $0
======================================================================
34
FINANCIAL STATEMENTS
INDEX NO. 2
Auditor's Report and Financial Statements
of Gateway 51 Partnership
Independent Auditor's Report of Wolpoff and Company, LLP
Balance Sheet - December 31, 1998 and 1997
Statement of Income - For the Years ended December 31, 1998, 1997 and 1996
Statement of Partners' Capital - For the Years ended December 31, 1998,
1997 and 1996
Statement of Cash Flows - For the Years ended December 31, 1998, 1997 and
1996
Notes to Financial Statements
35
GATEWAY 51 PARTNERSHIP
(A MARYLAND GENERAL PARTNERSHIP)
FINANCIAL REPORT
DECEMBER 31, 1998
36
GATEWAY 51 PARTNERSHIP
(A MARYLAND GENERAL PARTNERSHIP)
CONTENTS
DECEMBER 31, 1998
INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS 1
FINANCIAL STATEMENTS
Balance Sheet 2-3
Statement of Income 4
Statement of Partners' Capital 5
Statement of Cash Flows 6
Notes to Financial Statements 7-10
INDEPENDENT AUDITOR'S REPORT ON SUPPLEMENTARY INFORMATION 11
SUPPLEMENTARY INFORMATION
Schedule of Partners' Capital 12
Schedule of Changes in Partners' Capital - Income Tax Basis 13
37
[LETTERHEAD OF WOLPOFF & COMPANY, LLP]
To the Partners
Gateway 51 Partnership (A Maryland General Partnership)
Columbia, Maryland
INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS
We have audited the balance sheet of Gateway 51 Partnership (A Maryland General
Partnership) as of December 31, 1998 and 1997, and the related statements of
income, partners' capital, and cash flows for each of the three years in the
period ended December 31, 1998, 1997, and 1996. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Gateway 51 Partnership (A
Maryland General Partnership) as of December 31, 1998 and 1997, and the results
of its operations and its cash flows for each of the three years in the period
ended December 31, 1998, 1997, and 1996, in conformity with generally accepted
accounting principles.
/s/ Wolpoff & Company, LLP
WOLPOFF & COMPANY, LLP
Baltimore, Maryland
January 13, 1999
38
GATEWAY 51 PARTNERSHIP
(A MARYLAND GENERAL PARTNERSHIP)
BALANCE SHEET
ASSETS
December 31,
--------------------------
1998 1997
----------- -----------
PROPERTY, AT COST - Note 1
Land $ 4,966,738 $ 4,966,738
Building and Improvements 11,892,943 11,614,717
Preliminary Development Costs 42,247 42,247
Deferred Costs - Note 3 809,323 663,719
----------- -----------
17,711,251 17,287,421
Less Accumulated Depreciation and Amortization 1,984,627 1,630,022
----------- -----------
PROPERTY, NET 15,726,624 15,657,399
----------- -----------
OTHER ASSETS
Cash and Cash Equivalents - Note 1 421,833 558,136
Receivables From Tenants
Rents and Expense Billings 106,282 -0-
Deferred Rent Receivable - Note 1 202,228 73,447
Allowance for Doubtful Accounts (95,174) -0-
----------- -----------
213,336 73,447
----------- -----------
Prepaid Expenses 107,644 107,442
----------- -----------
TOTAL OTHER ASSETS 742,813 739,025
----------- -----------
$16,469,437 $16,396,424
=========== ===========
- ----------
The notes to financial statements are an integral part of this statement.
39
GATEWAY 51 PARTNERSHIP
(A MARYLAND GENERAL PARTNERSHIP)
BALANCE SHEET
LIABILITIES AND PARTNERS' CAPITAL
December 31,
---------------------------
1998 1997
----------- -----------
LIABILITIES
Accounts Payable and Accrued Expenses $ 67,398 $ 34,935
Tenant Security Deposits 150,000 15,193
Prepaid Tenant Reimbursements 47,181 142,688
----------- -----------
TOTAL LIABILITIES 264,579 192,816
PARTNERS' CAPITAL - Notes 1 and 2 16,204,858 16,203,608
----------- -----------
$16,469,437 $16,396,424
=========== ===========
- ----------
The notes to financial statements are an integral part of this statement.
40
GATEWAY 51 PARTNERSHIP
(A MARYLAND GENERAL PARTNERSHIP)
STATEMENT OF INCOME
Year Ended December 31,
--------------------------------------
1998 1997 1996
---------- ---------- ----------
REVENUE - Notes 1 and 5
Gross Rent Potential $1,943,734 $1,775,359 $1,684,997
Less Vacancies and Free Rent 72,135 80,444 108,412
---------- ---------- ----------
Net Rental Income 1,871,599 1,694,915 1,576,585
Expense Reimbursements From Tenants 441,093 258,789 364,873
Other Income 15,809 20 18,163
---------- ---------- ----------
TOTAL REVENUE 2,328,501 1,953,724 1,959,621
---------- ---------- ----------
OPERATING EXPENSES
Real Property Taxes 211,009 211,967 207,855
Building and Grounds Maintenance 144,004 142,678 157,314
Bad Debts 95,174 -0- -0-
Management Fees - Note 3 62,338 61,036 57,542
Utilities 26,165 27,297 24,890
General and Administrative 17,966 12,229 25,856
Insurance 4,173 6,573 9,292
---------- ---------- ----------
TOTAL OPERATING EXPENSES 560,829 461,780 482,749
---------- ---------- ----------
OPERATING INCOME 1,767,672 1,491,944 1,476,872
---------- ---------- ----------
ADJUSTMENTS TO ARRIVE AT NET INCOME
Depreciation and Amortization (354,605) (315,417) (302,585)
Abandonment of Tenant Improvements - Note 1 -0- (80,178) (24,256)
---------- ---------- ----------
(354,605) (395,595) (326,841)
---------- ---------- ----------
NET INCOME - Note 4 $1,413,067 $1,096,349 $1,150,031
========== ========== ==========
- ----------
The notes to financial statements are an integral part of this statement.
41
GATEWAY 51 PARTNERSHIP
(A MARYLAND GENERAL PARTNERSHIP)
STATEMENT OF PARTNERS' CAPITAL
Year Ended December 31,
--------------------------------------------
1998 1997 1996
------------ ------------ ------------
CAPITAL CONTRIBUTIONS - Note 2
Prior Years $ 20,267,826 $ 20,267,826 $ 20,267,826
------------ ------------ ------------
CAPITAL PLACEMENT FEE - Notes 1 and 2
Prior Years (202,678) (202,678) (202,678)
------------ ------------ ------------
DISTRIBUTIONS
Prior Years (8,796,724) (8,048,893) (6,948,893)
Current Year (1,411,817) (747,831) (1,100,000)
------------ ------------ ------------
(10,208,541) (8,796,724) (8,048,893)
------------ ------------ ------------
ACCUMULATED INCOME
Prior Years 4,935,184 3,838,835 2,688,804
Current Year 1,413,067 1,096,349 1,150,031
------------ ------------ ------------
6,348,251 4,935,184 3,838,835
------------ ------------ ------------
TOTAL PARTNERS' CAPITAL $ 16,204,858 $ 16,203,608 $ 15,855,090
============ ============ ============
- ----------
The notes to financial statements are an integral part of this statement.
42
GATEWAY 51 PARTNERSHIP
(A MARYLAND GENERAL PARTNERSHIP)
STATEMENT OF CASH FLOWS
Year Ended December 31,
-----------------------------------------
1998 1997 1996
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 1,413,067 $ 1,096,349 $ 1,150,031
----------- ----------- -----------
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities
Depreciation and Amortization 354,605 315,417 302,585
Abandonment of Tenant Improvements -0- 80,178 24,256
Change in Receivables From Tenants (139,889) 8,667 (41,033)
Increase in Prepaid Expenses (202) (64,870) (6,302)
Change in Accounts Payable and Accrued Expenses 32,463 (6,176) 16,526
Change in Prepaid Tenant Reimbursements (95,507) 142,688 -0-
----------- ----------- -----------
Total Adjustments 151,470 475,904 296,032
----------- ----------- -----------
Net Cash Provided by Operating Activities 1,564,537 1,572,253 1,446,063
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Building and Improvement Costs (278,227) (359,189) (258,309)
Leasing Costs (145,603) (116,524) (80,786)
Increase in Tenant Security Deposits 134,807 12,784 -0-
Decrease in Tenant Improvement Loans -0- 688 32,057
----------- ----------- -----------
Net Cash Used by Investing Activities (289,023) (462,241) (307,038)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to Partners (1,411,817) (747,831) (1,100,000)
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (136,303) 362,181 39,025
CASH AND CASH EQUIVALENTS, BEGINNING 558,136 195,955 156,930
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, ENDING $ 421,833 $ 558,136 $ 195,955
=========== =========== ===========
- ----------
The notes to financial statements are an integral part of this statement.
43
GATEWAY 51 PARTNERSHIP
(A MARYLAND GENERAL PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Gateway 51 Partnership (A Maryland General Partnership) (the
Partnership) was formed on December 21, 1987, under the Maryland
Uniform Partnership Act. The agreement was amended and restated in 1989
to reflect changes in partner ownership percentages.
The partnership agreement was amended and restated effective January 1,
1998, whereby M.O.R. Gateway 51, Limited Partnership (M.O.R.)
transferred 34.055% and 14.945% to New England Life Pension Properties
IV (NELPP IV) and New England Pension Properties V (NEPP V),
respectively. Subsequently, NELPP IV transferred a 0.695% partnership
interest, NEPP V transferred a 0.305% partnership interest, and M.O.R.
transferred a 1% partnership interest to NE/Gateway 51 Limited
Partnership (NE/Gateway), bringing the ownership as of January 1, 1998,
to the following:
NELPP IV 68.11%
NEPP V 29.89%
NE/Gateway 2.00%
Property
The Partnership owns 21 acres of land in Howard County, Maryland. The
property has been developed with six office/research buildings. Plans
call for a seventh building with approximately 15,000 square feet of
space.
All property is recorded at cost. Information regarding the buildings
is as follows:
Occupancy
------------------------------
Square Date Placed
Building Footage Into Service Tenants 12/31/98 12/31/97 12/31/96
-------- ------- ------------ ---------------- -------- -------- --------
A 46,840 3/1/91 Multiple 100% 92% 92%
B 21,991 9/1/90 AVNET 100% 100% 100%
C 38,225 7/15/91 EVI, Inc. 100% 100% 100%
F 35,812 2/1/92 Multiple 100% 100% 82%
D-E 45,951 8/8/94 Columbia National 100% 100% 100%
-------
188,819 100% 98% 94%
=======
Carrying costs, operating expenses, and depreciation begin as a charge
against operations on the date the buildings were placed into service.
44
GATEWAY 51 PARTNERSHIP
(A MARYLAND GENERAL PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998
Note 1 - During 1997, tenant improvements completed in prior years were
(Cont.) demolished in order to build out the space for new tenants. The loss on
abandonment of tenant improvements is calculated as follows:
Cost $127,688
Accumulated Depreciation (47,510)
--------
Abandonment of Tenant Improvements $ 80,178
========
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Cash and Cash Equivalents
The Partnership considers all highly liquid debt instruments purchased
with a maturity of 3 months or less to be cash equivalents.
The majority of the Partnership's cash is held in financial
institutions with insurance provided by the Federal Deposit Insurance
Corporation (FDIC) up to $100,000. Periodically during the year, the
balance may have exceeded the FDIC insurance limitation.
Depreciation
Building costs are being depreciated using the straight-line method
over the estimated useful lives of 50 years. Beginning in January 1998,
the Partnership changed depreciation methods for tenant improvements.
Tenant improvements are being depreciated using the straight-line
method over the life of the tenants' lease; in prior years, the
improvements were depreciated over 50 years.
Rental Income
Rental income for major leases is being recognized on a straight-line
basis over the terms of the leases. The excess of the rental income
recognized over the amount stipulated in the lease is shown as deferred
rent receivable.
Amortization
Deferred costs are amortized as follows:
Amortization
Amount Period
-------- ------------
Organization Costs $ 13,555 Complete
Leasing Costs and Commissions 795,767 Lease Terms
--------
$809,322
========
45
GATEWAY 51 PARTNERSHIP
(A MARYLAND GENERAL PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998
Note 1 - Income Taxes
(Cont.)
Partnerships, as such, are not subject to income taxes. The partners
are required to report their respective shares of partnership income
and other tax items on their income tax returns (see Note 4).
Capital Placement Fee
Costs incurred for arranging the Partnership's equity have been treated
as a reduction of partners' capital (see Note 2).
Note 2 - PARTNERS' CAPITAL
Capital Investment
NELPP IV and NEPP V have agreed to provide equity of $14,598,000 and
$6,402,000, respectively, totaling $21,000,000. As of December 31,
1998, 1997, and 1996, total capital contributions amounted to
$20,267,826.
Cumulative Priority Return
NELPP IV and NEPP V are entitled to cumulative priority returns of
10.5%, compounded monthly on capital invested. The Partnership paid
priority returns totaling $1,411,817, $747,831, and $1,100,000 during
1998, 1997, and 1996, respectively. As of December 31, 1998, 1997, and
1996, unpaid priority returns amounted to $10,855,114, $9,127,936, and
$6,888,115, respectively.
Capital Placement Fee
The Partnership incurred fees of $202,678 with Paine Webber Mortgage
Finance, Inc. with respect to capital raised by the Partnership. This
amount has been charged against partners' capital.
Note 3 - RELATED PARTY TRANSACTIONS
Management Fees
The Partnership has entered into an agreement with Manekin Corporation,
a related entity, to act as management agent for the property. The
management agreement provides for a management fee equal to 3% of rent
and tenant expense billings.
Leasing Commissions
Leasing commissions in the amount of $145,603, $105,387, and $80,786
were paid to related parties during 1998, 1997, and 1996, respectively.
46
GATEWAY 51 PARTNERSHIP
(A MARYLAND GENERAL PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998
Note 4 - TAX ACCOUNTING
Tax accounting differs from financial accounting as follows:
Current Year Prior Years Total
------------ ----------- ----------
Financial Income $1,413,067 $4,935,184 $6,348,251
Additional Depreciation (87,820) (757,466) (845,286)
Lease-Up Period Items
Capitalized for GAAP -0- 4,264 4,264
Allowance for Doubtful Accounts 95,174 -0- 95,174
Deferred Rent Receivable (128,781) (73,447) (202,228)
Prepaid Property Taxes (956) (105,026) (105,982)
Prepaid Tenant Reimbursements (95,507) 142,688 47,181
---------- ---------- ----------
Taxable Income $1,195,177 $4,146,197 $5,341,374
========== ========== ==========
Note 5 - LEASES
The following is a schedule of future minimum lease payments to be
received under noncancelable operating leases at December 31, 1998:
Year Ending December 31, 1999 $1,524,603
2000 827,454
2001 726,557
2002 736,016
2003 745,758
----------
$3,814,630
==========
47
To the Partners
Gateway 51 Partnership (A Maryland General Partnership)
Columbia, Maryland
INDEPENDENT AUDITOR'S REPORT ON SUPPLEMENTARY INFORMATION
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information contained on pages 12 and 13 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements. Such information has not been subjected to the auditing procedures
applied in the audits of the basic financial statements, and accordingly, we
express no opinion on it.
/s/ Wolpoff & Company, LLP
WOLPOFF & COMPANY, LLP
Baltimore, Maryland
January 13, 1999
48
GATEWAY 51 PARTNERSHIP
(A MARYLAND GENERAL PARTNERSHIP)
SCHEDULE OF PARTNERS' CAPITAL
YEAR ENDED DECEMBER 31, 1998
NE/ M.O.R. 51
New England New England Gateway 51 Gateway
Life Pension Pension Limited Limited
Properties IV Properties V Partnership Partnership Total
------------- ------------ ------------ ------------ ------------
OWNERSHIP PERCENTAGE
Through December 31, 1997 34.75% 15.25% 0.00% 50.00% 100.00%
============ ============ ============ ============ ============
As of January 1, 1998 68.11% 29.89% 2.00% 0.00% 100.00%
============ ============ ============ ============ ============
CAPITAL CONTRIBUTIONS
Prior Years $ 14,086,139 $ 6,181,687 $ -0- $ -0- $ 20,267,826
------------ ------------ ------------ ------------ ------------
CAPITAL PLACEMENT FEE
Prior Years (106,427) (96,251) -0- -0- (202,678)
------------ ------------ ------------ ------------ ------------
DISTRIBUTIONS - Note 2
Prior Years (5,969,698) (2,827,026) -0- -0- (8,796,724)
Current Year (981,211) (430,606) -0- -0- (1,411,817)
------------ ------------ ------------ ------------ ------------
(6,950,909) (3,257,632) -0- -0- (10,208,541)
------------ ------------ ------------ ------------ ------------
ACCUMULATED INCOME
Prior Years 3,429,956 1,505,228 -0- -0- 4,935,184
Current Year 982,082 430,985 -0- -0- 1,413,067
------------ ------------ ------------ ------------ ------------
4,412,038 1,936,213 -0- -0- 6,348,251
------------ ------------ ------------ ------------ ------------
PARTNERS' CAPITAL, 12/31/98 $ 11,440,841 $ 4,764,017 $ -0- $ -0- $ 16,204,858
============ ============ ============ ============ ============
- ----------
See Independent Auditor's Report on Supplementary Information.
49
GATEWAY 51 PARTNERSHIP
(A MARYLAND GENERAL PARTNERSHIP)
SCHEDULE OF CHANGES IN PARTNERS' CAPITAL - INCOME TAX BASIS
YEAR ENDED DECEMBER 31, 1998
NE/ M.O.R. 51
New England New England Gateway 51 Gateway
Life Pension Pension Limited Limited
Properties IV Properties V Partnership Partnership Total
------------- ------------ ------------ ------------ ------------
OWNERSHIP PERCENTAGE
Through December 31, 1997 34.75% 15.25% 0.00% 50.00% 100.00%
============ ============ ============ ============ ============
As of January 1, 1998 68.11% 29.89% 2.00% 0.00% 100.00%
============ ============ ============ ============ ============
CAPITAL CONTRIBUTIONS
Prior Years $ 14,086,139 $ 6,181,687 $ -0- $ -0- $ 20,267,826
------------ ------------ ------------ ------------ ------------
CAPITAL PLACEMENT FEE
Prior Years (106,427) (96,251) -0- -0- (202,678)
------------ ------------ ------------ ------------ ------------
DISTRIBUTIONS - Note 2
Prior Years (5,969,698) (2,827,026) -0- -0- (8,796,724)
Current Year (981,211) (430,606) -0- -0- (1,411,817)
------------ ------------ ------------ ------------ ------------
(6,950,909) (3,257,632) -0- -0- (10,208,541)
------------ ------------ ------------ ------------ ------------
ACCUMULATED INCOME
Prior Years 2,883,779 1,262,418 -0- -0- 4,146,197
Current Year 830,648 364,529 -0- -0- 1,195,177
------------ ------------ ------------ ------------ ------------
3,714,427 1,626,947 -0- -0- 5,341,374
------------ ------------ ------------ ------------ ------------
PARTNERS' CAPITAL, 12/31/98 $ 10,743,230 $ 4,454,751 $ -0- $ -0- $ 15,197,981
============ ============ ============ ============ ============
- ----------
See Independent Auditor's Report on Supplementary Information.
50
EXHIBIT INDEX
Exhibit Page
Number Number
- ------ ------
10CC. $1,750,000 note secured by Deed of Trust between *
the Partnership, as Lender, and Nielsen Properties, Ltd,
as Borrower dated August 1, 1995.
10DD. Third Amendment to Agreement of Lease dated August *
1, 1995 by and between Nielsen Properties, Ltd., a
California limited partnership, R/M Salinas Venture,
a California general partnership, and R/M Salinas, L.P.,
a California limited partnership.
10EE. R/M Salinas L.P. Limited Partnership Agreement dated *
August 1, 1995 between Rodde McNellis/Salinas,
a California general partnership and Registrant.
27. Financial Data Schedule
- --------------------------------------------------------------------------------
* Previously filed and incorporated herein by reference.
51
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Date: March 26, 2001 By: /s/ Alison L. Husid
--------------------------------
Alison L. Husid
President of the
Managing General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
President
/s/ Alison L. Husid Chief Executive Officer March 26, 2001
- --------------------------- and Director of the Managing
Alison L. Husid General Partner
Vice President
/s/ Pamela J. Herbst and Director of the Managing March 26, 2001
- --------------------------- General Partner
Pamela J. Herbst
Vice President
/s/ J. Grant Monahon and Director of the Managing March 26, 2001
- --------------------------- General Partner
J. Grant Monahon
/s/ James J. Finnegan Vice President of the Managing March 26, 2001
- --------------------------- General Partner
James J. Finnegan
Treasurer and Principal
Financial and
/s/ Dana C. Spires Accounting Officer of the Managing March 26, 2001
- --------------------------- General Partner
Dana C. Spires
52