SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For Quarter Ended March 31, 2001 Commission File Number 0-17808
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts 04-2940131
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
World Trade Center East
Two Seaport Lane, 16th Floor
Boston, Massachusetts 02210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 261-9000
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Former name, former address and former fiscal year if changed since last report.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [_].
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED MARCH 31, 2001
PART I
FINANCIAL INFORMATION
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NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
BALANCE SHEETS
March 31, 2001 December 31, 2000
(Unaudited) (Audited)
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ASSETS
Other assets $ 1,627,414 $ -
Property held for disposition, net - 8,374,264
Cash and cash equivalents 10,978,878 2,762,388
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$12,606,292 $11,136,652
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LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 194,870 $ 123,393
Accrued management fee 42,305 9,899
Deferred management and
disposition fees 59,802 2,016,345
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Total liabilities 296,977 2,149,637
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Partners' capital (deficit):
Limited partners ($229 per
unit; 160,000 units
authorized, 82,228
units issued and outstanding) 12,289,099 9,000,022
General partners 20,216 (13,007)
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Total partners' capital 12,309,315 8,987,015
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$12,606,292 $ 11,136,652
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(See accompanying notes to unaudited financial statements)
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NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31,
---------------------------
2001 2000
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INVESTMENT ACTIVITY
Property rentals $ 164,932 $ 521,064
Interest income on loan to
ground lessor 30,737 22,181
Property operating expenses (87,783) (49,268)
Ground rent expense (109,748) (97,500)
Depreciation and amortization - (117,134)
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Total real estate operations (1,862) 279,343
Gain on sale of property 1,632,163 556,268
Reversal of deferred disposition fees 1,956,543 -
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Total real estate activity 3,586,844 835,611
Interest on cash equivalents 38,444 124,854
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Total investment activity 3,625,288 960,465
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PORTFOLIO EXPENSES
Management fee 42,305 35,323
General and administrative 60,512 72,627
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102,817 107,950
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Net Income $3,522,471 $ 852,515
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Net income per limited
partnership unit $ 42.41 $ 10.26
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Cash distributions per
limited partnership unit $ 2.41 $ 98.13
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Number of limited partnership
units outstanding during
the period 82,228 82,228
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(See accompanying notes to unaudited financial statements)
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NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
Three Months Ended March 31,
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2001 2000
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General Limited General Limited
Partners Partners Partners Partners
-------- -------- -------- --------
Balance at
beginning of
period $(13,007) $ 9,000,022 $(13,088) $20,339,363
Cash
distributions (2,002) (198,169) (3,430) (8,069,034)
Net income 35,225 3,487,246 8,525 843,990
-------- ---------- -------- -----------
Balance at
end of period $ 20,216 $12,289,099 $ (7,993) $13,114,319
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(See accompanying notes to unaudited financial statements)
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NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
SUMMARIZED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
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2001 2000
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Net cash provided by operating activities $ 75,026 $ 341,212
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Cash flows from (used in) investing activities:
Net proceeds from sale of investment 8,328,714 2,048,010
Deferred disposition fees - 66,600
Investment in property (10,000) (8,554)
Repayment received on loan to
ground lessor 22,921 13,954
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Net cash provided by investing activities 8,341,635 2,120,010
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Cash flows from financing activities:
Distributions to partners (200,171) (8,072,464)
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Net increase (decrease) in cash
and cash equivalents 8,216,490 (5,611,242)
Cash and cash equivalents:
Beginning of period 2,762,388 12,026,888
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End of period $10,978,878 $ 6,415,646
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(See accompanying notes to unaudited financial statements)
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NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (Unaudited)
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the Partnership's
financial position as of March 31, 2001 and December 31, 2000 and the results of
its operations, its cash flows and partners' capital (deficit) for the three
months ended March 31, 2001 and 2000. These adjustments are of a normal
recurring nature.
See notes to financial statements included in the Partnership's 2000 Annual
Report on Form 10-K for additional information relating to the Partnership's
financial statements.
NOTE 1 - ORGANIZATION AND BUSINESS
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New England Pension Properties V; A Real Estate Limited Partnership (the
"Partnership") is a Massachusetts limited partnership organized for the purpose
of investing primarily in newly constructed and existing income producing real
properties. It primarily serves as an investment for qualified pension and
profit sharing plans and other entities intended to be exempt from federal
income tax. The Partnership commenced operations in May, 1987 and has disposed
of all of its real estate investments as of March 31, 2001. The Partnership
intends to liquidate and dissolve in 2002.
NOTE 2 - PROPERTY
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On February 17, 2000, the Partnership sold the Waters Landing II property
for $2,220,000. The Partnership received net proceeds of $2,114,610 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. In
accordance with the Partnership agreement, this fee was reversed in 2001. On
March 15, 2000 the Partnership made a capital distribution of $1,973,472 ($24.00
per limited partnership unit) from the sale proceeds.
On March 27, 2001, the Partnership sold the Santa Rita Plaza property for
$8,850,000. The Partnership received net proceeds of $8,328,714 and recognized
a gain of $1,632,163 ($19.65 per limited partnership unit). Subsequent to the
sale date, the note receivable and accrued interest related to this property in
the amount of $1,338,797 was paid in full to the Partnership on April 10, 2001.
On April 26, 2001 the Partnership made a capital distribution of $9,373,992
($114.00 per limited partnership unit) consisting of the sale proceeds as well
as the note receivable and accrued interest.
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NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
The following is a summary of the Partnership's last remaining investment
in property (one at March 31, 2001 and one at December 31, 2000):
March 31, 2001 December 31, 2000
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Building and improvements $ - $ -
Accumulated depreciation - -
Loan to ground lessor - -
Lease commissions and other
assets, net - -
Accounts receivable - -
Accounts payable - -
Other Assets 1,627,414 -
Property held for disposition - 8,374,264
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$ 1,627,414 $ 8,374,264
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At March 31, 2001, Other Assets consists of a note receivable and property
working capital of $1,335,549 and $291,865, respectively. The note was
subsequently paid on April 10, 2001.
NOTE 3 - SUBSEQUENT EVENT
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On April 10, 2001, the note receivable and accrued interest related to the
Santa Rita Plaza was paid in full to the Partnership in the amount of
$1,338,797.
Distributions of cash from operations and operational cash previously held
in reserves relating to the quarter ended March 31, 2001 were made on April 26,
2001 in the aggregate amount of $427,752 ($5.15 per limited partnership unit.)
Also on that date, the Partnership made two capital distributions: one
consisting of original working capital previously held in reserves in the amount
of $1,562,332 ($19.00 per limited partnership unit) and the other consisting of
the proceeds from the sale of Santa Rita Plaza and the subsequent receipt of the
note receivable and accrued interest in the amount of $9,373,992.00 ($114.00 per
limited partnership unit).
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NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
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The Partnership completed its offering of limited partnership units in
December 1988. A total of 83,291 units were sold. The Partnership received
proceeds of $74,895,253, net of selling commissions and other offering costs,
which have been used for investment in real estate, for the payment of related
acquisition costs and for working capital reserves. The Partnership made nine
real estate investments, all of which have been sold: two in 1994, two in 1997,
three in 1999, one in 2000 and one in 2001. As a result of the sales, capital
of $63,468,312 has been returned to the limited partners through March 31, 2001.
The adjusted capital contribution was reduced to $952 from $1,000 per unit in
1994, to $924 in 1995, to $616 in 1997, to $367 in 1999 and to $229 in 2000.
At March 31, 2001, the Partnership had $10,978,878 in cash and cash
equivalents, of which $427,752 was used for operating cash distributions to
partners on April 26, 2001. Also on that date, the Partnership made two capital
distributions: one consisting of original working capital previously held in
reserves in the amount of $1,562,332 and the other consisting of the Santa Rita
Plaza sales proceeds in the amount of $9,373,992. The sale distribution also
includes the note receivable and accrued interest proceeds received subsequent
to quarter end in the amount of $1,338,797. The remainder of cash and cash
equivalents is being retained primarily as a reserve in the event of any claims
for breach of representations or warranties in connection with the sale of the
Santa Rita Plaza property on March 27, 2001 and as an additional reserve in
connection with the liquidation of the Partnership. Distributions of cash from
operations and operational cash previously held in reserves relating to the
first quarter of 2001 were made at an annualized rate of 9% on the adjusted
capital contribution of $229.00. Distributions of cash from operations relating
to the first quarter of 2000 were made at an annualized rate of 5.5% on the
weighted average adjusted capital contribution of $312.52.
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NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
Results of Operations
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Form of Real Estate Investment
Santa Rita Plaza was a wholly-owned property. Santa Rita Plaza was sold on
March 27, 2001.
Operating Factors
As mentioned above, the Santa Rita Plaza property was sold on March 27,
2001 and the Partnership recognized a gain of $1,632,163. At the time of the
sale, Santa Rita Plaza was 100% occupied as it was at March 31, 2000.
Investment Activity
Interest on cash equivalents for the first quarter of 2001 decreased
approximately $86,000 compared to the same period of 2000. This was primarily
due to higher average investment balances in 2000 as a result of the temporary
investment of Waters Landing sale proceeds prior to distributions in the first
quarter of 2000.
Real estate operations for the first quarters of 2001 and 2000 were
($1,862) and $279,343, respectively. The decrease is primarily due to the sale
of Santa Rita Plaza which resulted in the reversal of previously recognized
straight-line rental income of approximately $300,000.
Portfolio Expenses
The Partnership management fee is 9% of distributable cash flow from
operations after any increase or decrease in working capital reserves as
determined by the managing general partner. General and administrative expenses
consist primarily of real estate appraisal, printing, legal, accounting and
investor servicing fees.
The Partnership management fee increased between the first quarter of 2001
and 2000 due to higher distributions in 2001. General and administrative
expenses decreased approximately $12,000 between the first quarter of 2001 and
2000 due to a decrease in legal fees, appraisal fees and lower taxes.
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NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED MARCH 31, 2001
PART II
OTHER INFORMATION
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Item 6. Reports on Form 8-K
Reports on Form 8-K: No current reports on Form 8-K were filed during
the quarter ended March 31, 2001.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
(Registrant)
May 11, 2001
/s/ Alison L. Husid
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Alison L. Husid
President, Chief Executive Officer
and Director of Managing General Partner,
Fifth Copley Corp.
May 11, 2001
/s/ Jonathan Martin
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Jonathan Martin
Principal Financial and Accounting
Officer of Managing General Partner,
Fifth Copley Corp.
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