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, 1995
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)
399 Boylston Street, 13th FL.
Boston, Massachusetts 02116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 578-1200
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
Item 1. Business.
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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.
The Partnership makes available 2% of Cash Flow, as defined in the
Partnership's Amended and Restated Agreement of Limited Partnership dated July
23, 1987, for the purpose of repurchasing Units. See Note 1 of the Financial
Statements in Item 8 hereof.
As of December 31, 1995, the Partnership had invested, or had committed to
invest in nine real property investments; Two of these investments were sold in
1994. Sales proceeds were distributed in the amount of $48 per Unit in 1994 and
$28 per Unit in 1995, after the Partnership made its final strategic decisions
on projects yet to be developed. The Partnership has no current plan to
renovate, improve or further develop any of its real property other than as
described in E. below. In the opinion of the Managing General Partner, the
properties are 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.
A. Land in Germantown, Maryland ("Waters Landing II").
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On May 26, 1987, the Partnership acquired a 60% interest in a joint venture
with Waters Landing Two - Oxford Limited Partnership ("Oxford"). As of December
31, 1995, the Partnership had contributed $1,392,126 to the capital of the joint
venture out of a maximum obligation of $4,682,400. The joint venture agreement
entitles 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
entitles 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 $928,084 had been
funded as of December 31, 1995. Interest only on the loan is payable monthly at
the rate of 10.5% per annum. The loan will be due upon the sale of the joint
venture's assets or the sale of Oxford's interest in the joint venture. Oxford
must apply any cash flow received from operations of the joint venture to
interest payments on the loan and must apply proceeds of financings or sales
received from the joint venture to payments of the interest on and principal of
the loan. The loan is secured by Oxford's interest in the joint venture.
The joint venture owns approximately 8.5 acres of land in Germantown,
Maryland and originally intended to construct a 144-unit apartment complex.
Development had been postponed due to the excess supply of apartment units in
the Germantown area. During 1995, the joint venture undertook a
number of feasibility studies of alternative development proposals for the site
and determined development would not yield a sufficient return to justify the
investment risk. Accordingly, the Partnership intends to sell the land parcel
when market conditions improve.
B. Warehouse Building in Fontana, California ("Dahlia").
----------------------------------------------------
On September 21, 1987, the Partnership acquired a 60% interest in a joint
venture formed with an affiliate of Investment Building Group. As of December
31, 1995, the Partnership had contributed $7,081,593 to the capital of the joint
venture out of a maximum obligation of $7,250,000. The joint venture agreement
entitles the Partnership to receive a monthly preferred return on its invested
capital at the rate of 10% per annum. The joint venture agreement also entitles
the Partnership to receive 60% of the remaining cash flow and 60% of sale and
refinancing proceeds following the return of the Partnership's equity. On
September 1, 1995, the joint venture was converted into a California limited
partnership with the Partnership as the general partner and the affiliate of
Investment Building Group as the limited partner.
The limited partnership owns approximately 12.9 acres of land in Fontana,
California and has completed construction thereon of a one-story warehouse
building containing approximately 278,220 square feet of space. As of December
31, 1995, the building was 100% leased.
C. Office/Warehouse Buildings in Phoenix, Arizona (" University Business
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Park").
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On September 30, 1987, the Partnership acquired a 60% interest in a joint
venture formed with an affiliate of The Hewson Company. As of December 31, 1995,
the Partnership had contributed $7,976,784 to the capital of the joint venture
out of a maximum obligation of $9,450,000. The joint venture agreement entitles
the Partnership to receive a monthly preferred return on its invested capital at
the rate of 10% per annum. The joint venture agreement also entitles the
Partnership to receive 60% of the remaining cash flow and 60% of sale and
refinancing proceeds following return of the Partnership's equity. Effective
January 1, 1996, the joint venture was dissolved and ownership of the joint
venture assets was assigned to the Partnership.
The Partnership owns approximately 8.5 acres of land in Phoenix, Arizona
and has completed construction thereon of five warehouse buildings containing
approximately 109,930 square feet of space. As of December 31, 1995, the
buildings were 98% leased.
D. Office/Research and Development Buildings in Columbia, Maryland
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("Columbia Gateway Corporate Park").
-----------------------------------
On December 21, 1987, the Partnership acquired a 33% interest in a joint
venture formed with New England Life Pension Properties IV; A Real Estate
Limited Partnership, an affiliate of the Partnership (the "Affiliate"), which
had a 17% interest, and M.O.R. Gateway 51 Associates Limited Partnership.
As of April 20, 1989, the joint venture agreement was amended and restated
to reflect a decrease in the Partnership's interest in the joint venture to
15.25% and an increase in the Affiliate's interest in the joint venture to
34.75%. In addition, the amended and restated joint venture agreement increased
the Affiliate's maximum obligation to contribute capital to the joint venture
and reallocated the capital contributed to the joint venture by the Partnership
and the Affiliate. As of December 31, 1995, the Partnership had contributed
$6,181,690 to the capital of the joint venture out of a maximum obligation of
$6,402,000.
The joint venture agreement entitles the Partnership and the Affiliate to
receive a preferred return on their respective invested capital at the rate of
10.5% per annum. Such preferred return will be payable currently until the
Partnership and the Affiliate have received an aggregate of $8,865,000;
thereafter, if sufficient cash flow is not available therefor, the preferred
return will accrue and bear interest at the rate of 10.5% per annum, compounded
monthly. The joint venture agreement also entitles the Partnership to receive
15.25% of cash flow following payment of the preferred return and 15.25% of the
net proceeds of sales and refinancings following return of the Partnership's and
the Affiliate's equity.
The joint venture owns approximately 20.85 acres of land in the Columbia
Gateway Corporate Park in Columbia, Maryland. The intended development plan for
this land was for a two stage development of seven office and research and
development buildings. The first phase of this development was completed in 1992
and included the construction of four, one-story office and research and
development buildings containing 142,545 square feet. The second phase of this
development commenced in the spring of 1994 in which two buildings totaling
46,000 square feet were constructed and leased to a single tenant for a lease
term of ten years. As of December 31, 1995 the project was 92% occupied.
E. Industrial Building in Brea, California ("Puente Street").
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On April 28, 1988, the Partnership acquired a 60% interest in a joint
venture formed with an affiliate of The Muller Company. In April, 1990, the
Partnership increased its commitment to the joint venture by $625,000 to
$13,725,000 of which $13,475,000 had been contributed as of June 1, 1991. 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. The joint venture
agreement also entitled the Partnership to receive 60% of the remaining cash
flow and 60% of sale and refinancing proceeds following the return of the
Partnership's equity. As of June 1, 1991, because of the developer partner's
inability to fund its share of capital contributions, the Partnership assumed
100% ownership of the joint venture's assets.
The Partnership owns approximately 16.75 acres of land in Brea, California
and has completed renovation of an existing building thereon containing 181,200
square feet. Construction of an approximately 37,320 square foot addition was
completed during the first quarter of 1989. Construction of a parking lot and
storage area on the remaining vacant land was completed during 1990.
The building, including the addition, was 100% leased to Mark Industries;
however, the tenant declared bankruptcy on July 15, 1991. The tenant's business
was subsequently purchased by another company which leased the building on a
month-to-month basis. The tenant moved out of the space and stopped paying rent
as of October 31, 1992. The Partnership filed a claim against Mark Industries
for $160,000 in unpaid post-petition rent, $1,420,000 in unpaid future rental
obligations and $60,000 in legal expenses. In early 1994 the Partnership
received $160,000 in payment of the post-petition rent. On September 14, 1994
the Trustee for Mark Industries filed a claim against the Partnership contending
that $106,000 in rental payments made by the tenant prior to filing bankruptcy
was a preferential transfer. In early 1995 all parties agreed to a stipulated
settlement to include: 1) the dismissal of the preferential transfer claim; 2)
the payment by the Trustee to the Partnership of $23,000 in full settlement of
its administrative claim for attorney's fees relating to the tenant's post
petition lease obligations; and 3) the payment by the Trustee to the Partnership
of $20,000 in full settlement of its claim against the tenant for future rental
obligations. As of December 31, 1995, the building was 100% leased to two
tenants. The first tenant assumed occupancy of 152,576 square feet in December
1993 and has a lease whose term expires in February 2004. The remaining space
was leased in April 1994 for a term of five years.
On December 8, 1995 the Partnership was named as a defendant in a complaint
filed in the Superior Court of the State of California for the County of Orange
by an existing tenant, Bridgeport Management Services, Inc. alleging breach of
lease. On January 17, 1996 the Partnership filed an answer denying the
allegations presented by the plaintiff. The Partnership believes this suit is
without merit.
The Partnership continues to evaluate the alternatives of developing
additional space on the 2.8 acres of land currently improved with a parking lot,
or selling the land.
F. Shopping Center in Salinas, California ("Santa Rita Plaza").
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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 obligation 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, 1995, the Partnership had
contributed $10,950,840 to the capital of the joint venture. The joint venture
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. The joint venture 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 joint venture 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.
The limited partnership has a leasehold interest in approximately 10.56
acres of land in Salinas, California (the "Land") and has 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, 1995, the buildings were 91%
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 8.75% and the Partnership can require full payment of the note
on or after August 1, 2000. The note is secured by a deed of trust on the Land.
In conjunction with this loan, Nielsen Properties, Inc. repaid the limited
partnership $1,299,052, representing full payment of two outstanding notes
receivable.
G. Office/Retail/Industrial Buildings in Las Vegas, Nevada ("Palms
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Business Center III and IV").
----------------------------
On March 7, 1988, the Partnership acquired a 60% interest in a joint
venture formed with an affiliate of B.H. Miller Companies. As of January 1,
1995, the Partnership had contributed $11,589,888 to the capital of the joint
venture out of a maximum obligation of $11,700,000. The joint venture agreement
entitled the Partnership to receive a monthly preferred return at the rate of
11% per annum on the daily balance of its invested capital during each month, of
which 9.5% per annum was to be paid currently and up to 1.5% per annum will be
deferred if sufficient cash was not available therefor. All invested capital,
monthly payments of preferred return and deferred monthly payments of preferred
return were due and payable at the end of the tenth year of the joint venture's
operations. The joint venture agreement also entitled the Partnership to receive
60% of net cash flow and 60% of sale and refinancing proceeds following the
return of the Partnership's equity capital. Effective January 1, 1995, the joint
venture partner's ownership interest was transferred and assigned to the
Partnership.
The Partnership owns approximately 11.75 acres of land in Las Vegas, Nevada
and has completed construction thereon of twelve single-story office/industrial
buildings and one single-story retail building containing a total of
approximately 173,574 square feet. As of December 31, 1995, the buildings were
95% leased. In October 1994, the Clark County of Public Works paid the
Partnership $18,600 to acquire a necessary strip of land to widen the road that
fronts a portion of the property, in conjunction with planned road improvements
in the area.
Item 2. Properties
The following table sets forth the annual realty taxes for the
Partnership's properties and information regarding tenants who occupy 10% or
more of gross leasable area (GLA) in the Partnership's properties.
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Number
of Annual
Estimated Tenants Square Contract
1996 with Feet Rent
Annual 10% or of Per Line of
Realty More Name(s) of Each Square Lease Renewal Business of
Property Taxes of GLA Tenant(s) Tenant Foot Expiration Options Principal Tenants
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Office/R&D Bldgs in $213,284 4 Wiltel 23,760 $8.74 3/1997 One for Telecommunications
Columbia, MD 5 Years
Columbia National 45,951 $8.95 6/2004 Two for Home Mortgages
5 Years
EVI, Inc. 31,316 $9.00 6/2005 One for Environmental/Testing
5 Years
Coram 25,932 $8.87 1/1997 One for Medical Services
5 Years
Land in Germantown, MD $ 18,000 N/A N/A N/A N/A N/A N/A N/A
Warehouse Bldg in
Fontana, CA $ 85,121 3 M.W. Kasch 172,972 $3.21 5/2003 None Distribution
Aromatics Industries 84,660 $2.64 5/1998 None Distribution
Building Materials
Distributor 20,888 $3.56 12/1996 None Distribution
Office/Warehouse Buildings
in Phoenix, AZ $142,745 1 EMCON Southwest 11,303 $7.44 11/2000 None Telecommunications
Industrial Bldg in
Brea, CA $ 96,234 2 20th Century Plastics 152,576 $3.03 3/2004 None Plastics
Manuf./Assembler
Bridgeport Management 65,944 $3.36 4/1999 None Rec. Vehicle
Storage/Svc
Shopping Ctr in
Salinas, CA $149,103 2 Food Maxx 51,008 $7.32 8/2010 Three for Supermarket
5 Years
Ross Dress for Less 17,068 $11.04 1/2001 Three for Apparel Retailer
5 Years
Office/Retail/Industrial
Bldgs in Las Vegas, NV $ 85,916 2 Hospitality Trade Mart 20,531 $6.60 12/2000 N/A Convention Planners
Blublocker Corp. 19,133 $6.11 11/2000 N/A Distribution & Storage
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The following table sets forth for each of the last five years the gross
leasable area, occupancy rates, rental revenue, and net effective rent for the
Partnership's properties:
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Property Gross Leasable Occupancy Rental Net Effective
Area Revenue Rent
Recognized ($/sf/yr)*
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Office/ R&D Buildings in Columbia, MD
1991 107,310 57% $499,862 $ 9.13
1992 142,545 71% $1,225,076 $10.84
1993 142,545 73% $1,334,767 $13.01
1994 188,649 92% $1,496,175 $ 9.61
1995 188,649 92% $1,870,329 $10.78
Land in Germantown, MD
1991 N/A N/A N/A N/A
1992 N/A N/A N/A N/A
1993 N/A N/A N/A N/A
1994 N/A N/A N/A N/A
1995 N/A N/A N/A N/A
Warehouse Building in Fontana, CA
1991 278,220 100% $667,540 $ 2.44
1992 278,220 22% $400,496 $ 6.66
1993 278,220 89% $1,026,506 $ 4.59
1994 278,220 100% $990,796 $ 3.77
1995 278,220 100% $1,001,121 $ 3.60
Office/Warehouse Buildings in Phoenix, AZ
1991 109,930 88% $616,796 $ 6.78
1992 109,930 82% $586,336 $ 6.56
1993 109,930 80% $797,135 $ 8.90
1994 109,930 89% $799,675 $ 8.61
1995 109,930 98% $897,490 $ 8.40
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Industrial Building in Brea, CA
1991 218,520 100% $736,034 $ 3.39
1992 218,520 0% $790,986 $ 0.00
1993 218,520 70% $161,378 $ 4.25
1994 218,520 100% $882,870 $ 4.75
1995 218,520 100% $949,389 $ 4.34
Shopping Center in Salinas, CA
1991 125,247 94% $1,789,475 $15.29
1992 125,247 89% $1,748,287 $15.47
1993 125,247 92% $1,759,243 $10.72
1994 125,247 90% $1,874,676 $16.45
1995 125,247 91% $1,657,425 $14.31
Office/Retail/Industrial Buildings in Las Vegas, NV
1991 N/A N/A N/A N/A
1992 173,469 76% $654,064 $ 5.89
1993 173,469 98% $1,199,317 $ 7.13
1994 173,574 92% $1,453,205 $ 8.81
1995 173,574 95% $1,395,445 $ 8.35
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Note: N/A for commercial properties indicates property was not constructed as of
this date.
* Net Effective Rent calculation is based on average occupancy during the
respective years.
Following is a schedule of lease expirations for each of the next ten years
for the Partnership's properties based on the annual contract rent in effect at
December 31, 1995:
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TENANT AGING REPORT
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Property # of Lease Total Total Percentage of
Expirations Square Feet Annual Contract Gross Annual
Rent Rental*
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Office/ R&D Buildings in Columbia, MD
1996 1 6,909 $56,447 3%
1997 3 53,008 $466,595 30%
1998 1 8,781 $93,079 6%
1999 2 32,570 $270,248 17%
2000 0 0 $0 0%
2001 0 0 $0 0%
2002 0 0 $0 0%
2003 0 0 $0 0%
2004 1 45,951 $411,261 26%
2005 1 31,316 $281,844 18%
Land in Germantown, MD
1996 N/A N/A N/A N/A
1997 N/A N/A N/A N/A
1998 N/A N/A N/A N/A
1999 N/A N/A N/A N/A
2000 N/A N/A N/A N/A
2001 N/A N/A N/A N/A
2002 N/A N/A N/A N/A
2003 N/A N/A N/A N/A
2004 N/A N/A N/A N/A
2005 N/A N/A N/A N/A
Warehouse Building in Fontana, CA
1996 1 20,880 $74,400 9%
1997 0 0 $0 0%
1998 1 84,660 $223,200 26%
1999 0 0 $0 0%
2000 0 0 $0 0%
2001 0 0 $0 0%
2002 0 0 $0 0%
2003 1 172,972 $554,724 65%
2004 0 0 $0 0%
2005 0 0 $0 0%
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Office/Warehouse Buildings in Phoenix, AZ
1996 7 21,344 $140,089 17%
1997 2 8,415 $52,864 7%
1998 7 28,339 $227,445 28%
1999 2 15,745 $135,363 17%
2000 3 34,274 $250,490 31%
2001 0 0 $0 0%
2002 0 0 $0 0%
2003 0 0 $0 0%
2004 0 0 $0 0%
2005 0 0 $0 0%
Industrial Building in Brea, CA
1996 0 0 $0 0%
1997 0 0 $0 0%
1998 1 65,944 $221,572 32%
1999 0 0 $0 0%
2000 0 0 $0 0%
2001 0 0 $0 0%
2002 0 0 $0 0%
2003 0 0 $0 0%
2004 1 152,576 $461,960 68%
2005 0 0 $0 0%
Shopping Center in Salinas, CA (1)
1996 4 5,668 $87,500 6%
1997 2 3,590 $52,482 4%
1998 5 11,258 $161,727 12%
1999 1 1,140 $21,135 2%
2000 6 17,313 $336,296 25%
2001 2 19,648 $220,785 16%
2002 0 0 $0 0%
2003 0 0 $0 0%
2004 0 0 $0 0%
2005 0 0 $0 0%
Office/Retail/Industrial Buildings in Las Vegas, NV
1996 3 18,113 $122,673 9%
1997 2 16,043 $89,081 7%
1998 5 36,867 $431,382 33%
1999 1 13,513 $97,932 8%
2000 5 59,806 $402,039 31%
2001 2 20,301 $155,713 12%
2002 0 0 $0 0%
2003 0 0 $0 0%
2004 0 0 $0 0%
2005 0 0 $0 0%
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* Does not include expenses paid by tenants.
Note: N/A denotes that the disclosure is not applicable based on the nature of
the property.
(1) Remaining leases expire beyond 2005.
The following table sets forth for each of the Partnership's properties
the: (i) federal tax basis, (ii) rate of depreciation, (iii) method of
depreciation, (iv) life claimed, and (v) accumulated depreciation, with respect
to each property or component thereof for purposes of depreciation:
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Rate of Life Accumulated
Entity / Property Tax Basis Depreciation Method in years Depreciation
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Office/Research and Development Buildings,
Columbia, MD
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Land Improvements $ 94,022 10.00% 150% DB 15 $ 28,050
Land Improvements 3,092,260 2.56% SL 39 30,296
Building & Improvements 7,829,962 3.18% SL 31.5 1,282,640
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Total Depreciable Assets 11,016,244 1,340,986
Office/Warehouse Buildings, Phoenix, AZ
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Building & Improvements 4,325,469 3.18% SL 31.5 731,753
Building & Improvements 81,423 2.56% SL 39 627
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Total Depreciable Assets 4,406,892 732,380
Warehouse Building, Fontana, CA
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Building & Improvements 5,135,156 2.50% SL 40 717,576
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Total Depreciable Assets 5,135,156 717,576
Industrial Building, Brea, CA
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Building & Improvements 7,976,123 3.18% SL 31.5 1,808,668
Building Improvements 771,373 2.56% SL 39 38,109
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Total Depreciable Assets 8,747,496 1,846,777
Office/Industrial and Commercial
Buildings, Las Vegas, NV
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Building & Improvements 8,637,020 3.18% SL 31.5 1,349,431
Tenant Improvements 301,416 2.56% SL 39 24,086
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Total Depreciable Assets 8,938,436 1,373,517
Land, Germantown, MD
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No Depreciable Property 0 0.00% 0
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Total Depreciable Assets 0 0
Shopping Center, Salinas, CA
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Building & Improvements 8,989,174 3.18% SL 31.5 1,167,433
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Total Depreciable Assets 8,989,174 1,167,433
Total Depreciable Assets $47,233,398 $7,178,669
=========== ==========
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SL= Straight Line
DB= Declining Balance
Following is information regarding the competitive market conditions for
each of the Partnership's properties. 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.
Industrial Buildings in Brea, California
- ----------------------------------------
This property is located within the Orange County industrial market,
consisting of 230 million square feet. Brea is a desirable industrial location
due to its close proximity to Los Angeles County and the central portion of
Orange County. The property more specifically is located within the North Orange
County industrial submarket, which has an inventory of 101 million square feet,
or 44% of the total Orange County market. As of September 30, 1995 the North
Orange County vacancy rate was 8%, down slightly from the 11% vacancy rate
reported one year ago and 13% two years ago. While a small amount of speculative
construction occurred in 1995, most of the construction related to build-to-suit
contracts. As a result of the low vacancy and minimal speculative construction,
overall industrial rental rates have stabilized. Rental rates on quality
buildings have begun to increase.
Shopping Center in Salinas, California
- --------------------------------------
This property is located in Salinas, a strong retail community known as the
commercial center for much of Monterey County. There are nearly 3.6 million
square feet of major shopping centers in Salinas, and for the approximately 2
million square feet that directly competes with this property, overall vacancy
was 2% as of December 31, 1995, the same as one year ago. Occupancy and market
rents are stable, although an additional 1 million square feet currently under
construction in the Salinas area may negatively impact achievable rents at the
property until the newly completed space is leased.
Office/Research and Development Buildings in Columbia, Maryland
- ---------------------------------------------------------------
The Howard County R&D market contains approximately 3.2 million square feet
and exhibited a vacancy rate of 10% as of December 31, 1995. The 10% vacancy
rate is a strong improvement from the 1990-to-1993 period when the vacancy rate
hovered in the 22% to 24% range.
Office/Warehouse Buildings in Phoenix, Arizona
- ----------------------------------------------
This property is located in the metropolitan Phoenix market which has an
inventory of approximately 142 million square feet of industrial space, of which
6% was vacant as of year end 1995, compared to the 7% and 12% vacancy rates as
of December 31, 1994 and 1993, respectively. The office market, consisting of 39
million square feet, was 11% vacant at year end 1995 compared to 1993 and 1994
vacancies of 20% and 13%, respectively. Rental rates in the Phoenix area
continue to increase.
Warehouse Building in Fontana, California
- -----------------------------------------
This property is located within the greater Los Angeles industrial market,
consisting of 950 million square feet. More specifically, the property is
located within the Inland Empire industrial market, which consists of 113
million square feet, or 12% of the total Los Angeles industrial market. As of
September 30, 1995, the Inland Empire industrial vacancy rate was approximately
8% as compared to the 11% vacancy level reported a year earlier. Similar to
other areas of southern California, a small amount of speculative construction
occurred in 1995, although most of the construction related to build-to-suit
contracts. Low vacancy and minimal speculative construction have resulted in the
stabilization of rental rates. Rental rates on quality buildings have begun to
increase.
Office/Industrial/Retail Buildings in Las Vegas, Nevada
- -------------------------------------------------------
The healthy business climate of Las Vegas, fueled by the gaming and service
industries, is responsible for a strong industrial market, which exhibits a low
vacancy rate of approximately 2% on a base inventory of 38 million square feet.
Rental rates have increased over the past year and most free rent concessions
have been eliminated. Given the low vacancy level, new construction in all
product types and sizes is underway.
Item 3. Legal Proceedings.
-----------------
The Partnership is not a party to, nor are any of its properties subject
to, any material pending legal proceedings. A tenant of one of the Partnership's
properties has sued the Partnership for breach of the lease. See Item 1.E.
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, 1995, there were 13,127 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 1995 or distributed after year
end with respect to 1995 to the Limited Partners as a group totaled $6,389,408,
including $2,313,164 of returned capital from the proceeds of two property
sales. Cash distributions paid in 1994 or distributed after year end with
respect to 1994 to the Limited Partners as a group totaled $7,229,361, including
$3,968,640 of returned capital from the proceeds of property sales.
Cash distributions exceeded net income in 1995 and, therefore, resulted in
a reduction of partners' capital. However, operating cash distributions were
less than net cash provided by operating activities. Reference is made to the
Partnership's Statement of Changes in Partners' Capital (Deficit) and Statement
of Cash Flows in Item 8 hereof.
Item 6. Selected Financial Data
-----------------------
For Year For Year For Year For Year For Year
Ended or Ended or Ended or Ended or Ended
as of as of as of as of or as of
12/31/95(1) 12/31/94(2) 12/31/93(3) 12/31/92 12/31/91
----------- ----------- ----------- -------- --------
Revenues $ 5,522,086 $ 6,096,743 $ 3,190,972 $ 2,903,022 $ 3,694,781
Net Income $ 2,248,715 $ 3,375,406 $ 50,380 $ 1,523,145 $ 1,463,293
Net Income
per Weighted
Average
Limited
Partnership
Unit $ 26.96 $ 40.42 $ .60 $ 18.21 $ 17.43
Total Assets $60,535,231 $64,530,075 $69,345,524 $71,637,001 $72,837,931
Total Cash
Distributions
per Limited
Partnership
Unit outstanding
for the entire
period, including
amounts distributed
after year end with
respect to the
previous year $ 77.36 $ 87.44 $ 32.50 $ 28.75 $ 40.00
<FN>
(1) During 1995, the Partnership recorded a valuation provision on one property
totaling $600,000 ($7.19 per Weighted Average Limited Partnership Unit).
Cash distributions include a return of capital of $28 per Unit.
(2) During 1994, the Partnership recorded a valuation provision on one property
totaling $1,400,000 ($16.76 per Weighted Average Limited Partnership Unit).
Net income also includes a gain of $1,790,470 recognized on the sale of two
investments. Cash distributions include a return of capital of $48 per
Unit.
(3) During 1993, the Partnership recorded a valuation provision on two
properties totaling $2,000,000 ($23.93 per Weighted Average Limited
Partnership Unit).
</FN>
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. The Partnership made
the real estate investments described in Item 1 herein. Two investments have
been sold; one in June 1994 and the other in August 1994.
As a result of the sales, capital of $6,281,804 has been returned to the
limited partners through December 31, 1995. On September 15, 1994, the
Partnership made a capital distribution of $48 per limited partnership unit,
which reduced the adjusted capital contribution to $952 from $1,000 per unit. A
capital distribution in July 1995 of $28 per limited partnership unit further
reduced the adjusted capital contribution to $924. A portion of the sales
proceeds was used to pay previously accrued, but deferred, management fees to
the advisor ($183,426 in 1995 and $1,259,988 in 1994).
At December 31, 1995, the Partnership had $11,655,405 in cash, cash
equivalents and short-term investments, of which $1,011,274 was used for cash
distributions to partners on January 25, 1996; the remainder will be used to
complete the funding of real estate investments or be retained as working
capital reserves. The source of future liquidity or cash distributions to
partners will be cash generated by the Partnership's real estate and short-term
investments. Quarterly distributions of cash from operations relating to 1995
and 1994 were made at the annualized rate of 5.25% and 4%, respectively, on the
weighted average adjusted capital contribution during the period. The
distribution rate was increased due to the stabilization of property operations
and the attainment of appropriate cash reserve levels.
The Partnership maintains a fund for the purpose of repurchasing limited
partnership units pursuant to the terms and conditions set forth in the
Partnership Agreement. Two percent of cash flow, as defined, is designated for
this fund which had a balance of $32,572 and $4,447 at December 31, 1995 and
1994, respectively. Through December 31, 1995, the Partnership had repurchased
and retired 755 limited partnership units for an aggregate cost of $729,132.
The carrying value of real estate investments in the financial statements
at December 31, 1995 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, 1995, the appraised value of certain
investments exceeded the related carrying values by an aggregate of
approximately $4,900,000, and the remaining investments had carrying values
which exceeded their appraised values by a total of approximately $2,400,000.
The current appraised value of real estate investments has been estimated by the
Managing General Partner and is generally based on a combination of traditional
appraisal approaches performed by the Partnership's advisor and independent
appraisers. Because of the subjectivity inherent in the valuation process, the
estimated
current appraised value may differ significantly from that which could be
realized if the real estate were actually offered for sale in the marketplace.
Results of Operations
- ---------------------
Form of Real Estate Investments
Effective January 1, 1995, Palms Business Center joint venture was
restructured and the venture partner's ownership interest was assigned to the
Partnership. 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 Puente Street investment is also a wholly-owned property. The other
three investments in the portfolio are structured as joint ventures with real
estate development/management firms. The C.S. Graham and Lakewood Apartments
investments, which were sold in 1994, were also joint ventures.
Operating Factors
Occupancy at University Business Park was at 98% at December 31, 1995, an
increase from 89% at December 31, 1994 and 80% a year earlier. Rental rates are
increasing and occupancy levels have remained high as the Phoenix market appears
to have stabilized.
Overall occupancy at the Columbia Gateway Corporate Park remained at 92% at
December 31, 1995, unchanged from the preceding year end. Construction of a
46,000 square foot build-to-suit facility was completed during the third quarter
of 1994 and the tenant assumed occupancy on September 1, 1994. Occupancy was 73%
at December 31, 1993.
Occupancy at Puente Street has been 100% since the first quarter of 1994.
Prior to that date, occupancy was at 70%. Notwithstanding the improvement in
leasing, the carrying value of this investment was reduced in 1993 and 1994 to
estimated net realizable value, due to depressed market conditions.
During 1995, the joint venture undertook a number of feasibility studies of
alternative development plans for the Waters Landing II site. Based on the
results, it was determined that it is not in the best interest of the limited
partners to develop this site. Accordingly, the carrying value was reduced to
estimated fair market value less cost of sale.
Occupancy increased from 92% to 95% at the Palms Business Center III and IV
during 1995. Occupancy was 98% at December 31, 1993. The majority of the tenants
are renewing leases upon their expirations, and as a result of demand, rents are
increasing.
Occupancy at the Dahlia property remained at 100% during 1995. It was 89%
at December 31, 1993. The market conditions for industrial space in this area of
California are improving.
Santa Rita Plaza was 91% leased at December 31, 1995, which approximated
the occupancy over the past three years. While occupancy at the Plaza has been
high, performance has been affected by tenant delinquencies and turnover due to
business failures.
Investment Results
Interest on short-term investments and cash equivalents increased
significantly in 1994 as compared to 1993, and again in 1995, due to both an
increase in interest rates and a higher average investment balance resulting
from the temporary investment of proceeds from the C.S. Graham and Lakewood
sales.
Significant Transactions
The Managing General Partner determined during the second quarter of 1995
not to develop the Waters Landing II site. Accordingly, the carrying value of
this investment was reduced to its estimated fair market value less cost of sale
with a $600,000 charge to operations. As a result of depressed market
conditions, the Managing General Partner has determined that the carrying value
of the Puente Street investment should be reduced to estimated net realizable
value through a charge to operations of $1,500,000 in 1993 and further reduced
in 1994 by $1,400,000. During 1993, the Managing General Partner also reduced
the carrying value of Columbia Gateway Corporate Park to its estimated net
realizable value which resulted in an investment valuation allowance of
$500,000.
The gains recognized by the Partnership in 1994 on the sale of the C.S.
Graham and Lakewood properties were $409,982 and $1,380,488, respectively. An
additional $6,209 was received in 1995 in final settlement of the Lakewood sale.
1995 Compared to 1994
Exclusive of the investment valuation allowances, the gain on sales of
property by joint ventures and the operating results from C.S. Graham and
Lakewood Apartments recognized in 1994 ($273,429), total real estate operations
were $2,828,940 in 1995 and $2,733,686 in 1994. Operating income increased at
Puente Street ($303,000) and Columbia Gateway Park ($127,000). The improvement
at Puente Street results from the lease-up of the property during the first
quarter of 1994. The improvement at Columbia Gateway Park is due to improvements
in rental income. These increases were partially offset by a decline in net
operating income at Santa Rita Plaza ($275,000) due to tenant delinquencies and
turnover due to business failures. Net operating income also decreased at Palms
Business Center III and IV and at University Business Park due to costs
associated with tenant turnover in advance of lease expirations.
Exclusive of operating distributions from Lakewood Apartments and C.S.
Graham ($358,198) during 1994, cash flow from operations increased from
$2,128,608 to $4,738,007. Cash flow from operations in 1994 included two
significant transactions. The Partnership paid $1,259,988 of the previously
accrued, but deferred management fee to the advisor. In addition, the
Partnership granted rental concessions and paid a lease commission related to
the new tenant at Puente Street, which totalled $410,000. The balance of the
increase in cash flow from operations primarily stems from the assumption of
joint venture cash balances in connection with the three ownership
restructurings and from decreases in working capital items.
1994 Compared to 1993
Operating income from Puente Street increased significantly between 1994
and 1993, with the lease-up of the property.
Exclusive of the operating results from C.S. Graham, Lakewood and Puente
Street, joint venture earnings were $2,499,676 in 1994 and $2,126,010 in 1993.
This $373,666 or 18% increase resulted from improved operating results at all of
the joint venture projects. Columbia Gateway Corporate Park improved by
approximately $123,000, due to an increase in rental revenue of $50,000 and a
decrease in expenses of $73,000. Dahlia improved by approximately $62,000, due
to a decrease in property operating expenses of $103,000 which was partially
offset by a decrease in rental revenue of $42,000 (although rental revenue in
1993 included $300,000 from a settlement of past due rents from a former
tenant). Palms Business Center III and IV, Santa Rita Plaza and University
Business Park also improved by approximately $57,000, $68,000 and $62,000,
respectively.
Exclusive of operating cash flow from Lakewood and C.S. Graham of $358,198
in 1994 and $331,453 in 1993, operating cash flow increased by $713,946 or 50%
between the respective years. In addition to the effect of improved operating
results, cash flow increased during 1994 as a result of the timing of cash
distributions to the Partnership from certain joint ventures which had been
retaining additional working capital reserves. This reduction in working capital
reserves was most notable at Palms Business Center III and IV ($950,000), Dahlia
($630,000) and Columbia Gateway Corporate Park ($150,000). These increases were
partially offset by the payment of deferred, but previously accrued, management
fees to the advisor ($1,259,988). Operating cash flow at Puente Street declined
due primarily to the payment of lease commissions. Also, cash flow at University
Business Park declined by approximately $175,000 due to timing of distributions.
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.
1995 Compared to 1994
The Partnership management fee increased due to an increase in
distributable cash flow from operations. General and administrative expenses
increased $57,459 or 21%, primarily due to an increase in legal costs associated
with the various joint venture restructurings.
1994 Compared to 1993
The Partnership management fee increased due to an increase in
distributable cash flow. General and administrative expenses increased $30,453
or 13%, primarily due to professional and servicing fees.
Inflation
- ---------
By their nature, real estate investments tend not to be adversely affected
by inflation. Inflation may result in appreciation in the value of the
Partnership's 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 8. Financial Statements and Supplementary Data.
-------------------------------------------
See the Financial Statements of the Partnership included as a part of this
Annual Report on Form 10-K.
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, 1995.
Name Position(s) with the Managing General Partner Age
- ---- --------------------------------------------- ---
Joseph W. O'Connor President, Chief Executive Officer and Director 49
Daniel J. Coughlin Managing Director and Director 43
Peter P. Twining Managing Director, General Counsel and Director 49
Wesley M. Gardiner, Jr. Vice President 37
Daniel C. Mackowiak Principal Financial and Accounting Officer 44
Mr. O'Connor and Mr. Coughlin have served in an executive capacity since
the organization of the Managing General Partner on October 23, 1986. Mr.
Gardiner and Mr. Twining have served in their capacities since June 1994, and
Mr. Mackowiak has served in his capacity as of January 1, 1996. All of these
individuals will continue to serve in such capacities until their successors are
elected and qualified.
(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:
Joseph W. O'Connor has been President, Chief Executive Officer and a
Director of Copley Real Estate Advisors, Inc. ("Copley") since January, 1982. He
was a Principal of Copley from 1985 to 1987 and has been a Managing Director of
Copley since January 1, 1988. He has been active in real estate for 27 years.
From June, 1967, until December, 1981, he was employed by New England Mutual
Life Insurance Company ("The New England"), most recently as a Vice President in
which position he was responsible for The New England's real estate portfolio.
He received a B.A. from Holy Cross College and an M.B.A. from Harvard Business
School.
Daniel J. Coughlin was a Principal of Copley from 1985 to 1987 and has been
a Managing Director of Copley since January 1, 1988 and a Director of Copley
since July 1994. Mr. Coughlin has been active in financial management and
control for 21 years. From June, 1974 to December, 1981, he was a Real Estate
Administration Officer in the Investment Real Estate Department at The New
England. Since January, 1982, he has been in charge of the asset management
division of Copley. Mr. Coughlin is a Certified Property Manager and a licensed
real estate broker. He received a B.A. from Stonehill College and an M.B.A. from
Boston University.
Peter P. Twining is a Managing Director and General Counsel of Copley. As
such, he is responsible for general legal oversight and policy with respect to
Copley and its investment portfolios. Before being promoted to
this position in January 1994, he was a Vice President/Principal and senior
lawyer responsible for assisting in the oversight and management of Copley's
legal operations. Before joining Copley in 1987, he was a senior member of the
Law Department at The New England and was associated with the Boston law firm,
Ropes and Gray. Mr. Twining is a graduate of Harvard College and received his
J.D. in 1979 from Northeastern University.
Wesley M. Gardiner, Jr. joined Copley in 1990 and has been a Vice President
at Copley since January, 1994. From 1982 to 1990, he was employed by Metric
Realty, a nationally-known real estate investment advisor and syndication firm,
as a portfolio manager responsible for several public and private limited
partnerships. His career at Copley has included asset management responsibility
for the company's Georgia and Texas holdings. Presently, as a Vice President and
Team Leader, Mr. Gardiner has overall responsibility for all the partnerships
advised by Copley whose securities are registered under the Securities and
Exchange Act of 1934. He received a B.A. in Economics from the University of
California at San Diego.
Daniel C. Mackowiak has been a Vice President of Copley since January 1989
and has been a Vice President and the Principal Financial and Accounting Officer
of the Managing General Partner since January 1996. Mr. Mackowiak previously
held the offices of Chief Accounting Officer of Copley from January 1989 through
April 1994 and Vice President and Principal Financial and Accounting Officer of
the Managing General Partner between January 1989 and May 1994. From 1975 until
joining Copley, he was employed by the public accounting firm of Price
Waterhouse, most recently as a Senior Audit Manager. He is a certified public
accountant and has been active in the field of accounting his entire business
career. He received a B.S. from Nichols College and an M.B.A. from Cornell
University.
Mr. O'Connor is a director of Copley Properties, Inc., a Delaware
corporation organized as a real estate investment trust which is listed for
trading on the American Stock Exchange. None of the other directors of the
Managing General Partner is a director of a company with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934. All of
the directors and officers of the Managing General Partner also serve as
directors and officers of one or more corporations which serve as general
partners of publicly-traded real estate limited partnerships which are
affiliated with the Managing General Partner.
(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, 1995. Cash distributions to General Partners include
amounts distributed after year end with respect to 1995.
Amount of
Compensation
and
Receiving Entity Type of Compensation Reimbursement
- ---------------- -------------------- -------------
General Partners Share of Distributable Cash $ 41,174
Copley Real Estate Advisors, Inc. Management Fees and 427,298
Reimbursement of Expenses
New England Securities Corporation Servicing Fees plus out-of- 16,774
pocket reimbursements
---------
TOTAL $ 485,246
=========
For the year ended December 31, 1995 the Partnership allocated $31,706
taxable income 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, 1995. 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,
1995.
(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.
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 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. During the last quarter of the year ending
December 31, 1995, the Partnership filed no Current Reports on Form 8-K.
New England
Pension Properties V;
A Real Estate Limited Partnership
Financial Statements
* * * * * * * *
December 31, 1995
NEW ENGLAND PENSION PROPERTIES V;
---------------------------------
A REAL ESTATE LIMITED PARTNERSHIP
---------------------------------
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
------------------------------------------
Page
Report of Independent Accountants ................................................................
Financial Statements:
Balance Sheet - December 31, 1995 and 1994 ............................................
Statement of Operations - Years ended December 31, 1995, 1994
and 1993 ..........................................................................
Statement of Changes in Partners' Capital (Deficit) - Years ended
December 31, 1995, 1994 and 1993 ..................................................
Statement of Cash Flows - Years ended December 31, 1995, 1994
and 1993 ..........................................................................
Notes to Financial Statements .........................................................
Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation at
December 31, 1995 .................................................................
Report of Independent Accountants
---------------------------------
To the Partners
New England Pension Properties V;
A Real Estate Limited Partnership
In our opinion, based upon our audits and the reports of other auditors, 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, 1995 and
1994, and the results of its operation and its cash flows for each of the three
years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of Fifth Copley Corp., the Managing General Partner of the
Partnership; our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of the
Partnership's investments in Santa Rita Plaza, Palms Business Center III and IV,
and Dahlia for the years ended December 31, 1995, 1994 and 1993. Operating
income for these investments aggregated $1,594,233 for the year ended December
31, 1995, and equity in joint venture income aggregated $2,200,515 and
$2,014,952 for the years ended December 31, 1994 and 1993. We also did not audit
the financial statements of the Partnership's investment in Puente Street for
the year ended December 31, 1995. Operating income for this investment totalled
$784,895 for the year ended December 31, 1995. We also did not audit the
financial statements of the Partnership's Columbia Gateway Corporate Park joint
venture investee for the year ended December 31, 1995, which results of
operations are recorded using the equity method of accounting in the
Partnership's financial statements. Equity in joint venture income for this
venture was $371,986 for the year ended December 31, 1995. We also did not audit
the financial statements of the Partnership's Lakewood joint venture investee
for the year ended December 31, 1993, which results of operations are recorded
using the equity method of accounting in the Partnership's financial statements.
Equity in joint venture income for this venture was $274,968 for the year ended
December 31, 1993. Those statements were audited by other auditors whose reports
thereon have been furnished to us, and our opinion expressed herein, insofar as
it relates to the amounts included for operating income and equity in joint
venture income for Santa Rita Plaza, Palms Business Center III and IV, and
Dahlia for the years ended December 31, 1995, 1994 and 1993, for Puente Street
for the year ended December 31, 1995, and for Lakewood for the year ended
December 31, 1993, is based solely on the reports of the other auditors. We
conducted our audits of these statements in accordance with generally accepted
auditing standards 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 and the reports of other auditors for the years ended
December 31, 1995, 1994 and 1993 provide a reasonable basis for the opinion
expressed above.
/s/ Price Waterhouse LLP
- -------------------------
Price Waterhouse LLP
Boston, Massachusetts
March 11, 1996
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
BALANCE SHEET
December 31,
-----------------------------------------
1995 1994
---------------- ----------------
Assets
Real estate investments:
Property, net $ 37,058,053 $ 9,861,784
Joint ventures 11,821,773 40,779,263
---------------- ----------------
48,879,826 50,641,047
Cash and cash equivalents 3,790,598 8,975,244
Short-term investments 7,864,807 4,913,784
--------------- ----------------
$ 60,535,231 $ 64,530,075
=============== ================
Liabilities and Partners' Capital
Accounts payable $ 120,505 $ 116,660
Accrued management fees 50,008 39,295
Deferred management and disposition fees 368,161 347,978
--------------- ----------------
Total liabilities 538,674 503,933
--------------- ----------------
Commitments to fund real estate investments
Partners' capital (deficit):
Limited partners ($924 and $952 per unit,
respectively; 160,000 units authorized, 82,536
and 82,613 issued and outstanding, respectively) 60,073,461 64,086,525
General partners (76,904) (60,383)
--------------- ---------------
Total partners' capital 59,996,557 64,026,142
--------------- ----------------
$ 60,535,231 $ 64,530,075
=============== ================
(See accompanying notes to financial statements)
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
Year ended December 31,
--------------------------------------------------------------
1995 1994 1993
-------------- -------------- --------------
Investment Activity
Property rentals $ 3,400,015 $ 937,006 $ 161,378
Interest income on loan to ground lessor 63,455 -- --
Property operating expenses (839,565) (315,857) (332,190)
Ground rent expense (162,500) -- --
Depreciation and amortization (937,015) (410,119) (300,625)
-------------- -------------- --------------
1,524,390 211,030 (471,437)
Joint venture earnings 1,304,550 2,796,085 2,626,535
Investment valuation allowances (600,000) (1,400,000) (2,000,000)
-------------- -------------- --------------
Total real estate operations 2,228,940 1,607,115 155,098
Gain on sales of property by joint ventures 6,209 1,790,470 --
-------------- -------------- --------------
Total real estate activity 2,235,149 3,397,585 155,098
Interest on cash equivalents
and short-term investments 747,857 573,182 403,059
-------------- -------------- --------------
Total investment activity 2,983,006 3,970,767 558,157
-------------- -------------- --------------
Portfolio Expenses
Management fee 407,217 325,746 268,615
General and administrative 327,074 269,615 239,162
-------------- -------------- --------------
734,291 595,361 507,777
-------------- -------------- --------------
Net Income $ 2,248,715 $ 3,375,406 $ 50,380
============== ============== ==============
Net income per weighted average limited
partnership unit $ 26.96 $ 40.42 $ .60
============== ============== ==============
Cash distributions per limited partnership
unit outstanding for the entire year $ 74.75 $ 87.92 $ 28.75
============== ============== ==============
Weighted average number of limited
partnership units outstanding during
the year 82,582 82,675 82,735
============== ============== ==============
(See accompanying notes to financial statements)
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Year ended December 31,
-----------------------------------------------------------------------------------------------------
1995 1994 1993
---------------------------- ---------------------------- -----------------------------
General Limited General Limited General Limited
Partners Partners Partners Partners Partners Partners
-------- -------- -------- -------- -------- --------
Balance at beginning of year $(60,383) $ 64,086,525 $(60,791) $ 68,092,152 $(37,266) $ 70,476,074
Repurchase of limited
partnership units -- (64,360) -- (77,384) -- (54,944)
Cash distributions (39,008) (6,174,932) (33,346) (7,269,895) (24,029) (2,378,854)
Net income 22,487 2,226,228 33,754 3,341,652 504 49,876
-------- ------------ -------- ------------ -------- ------------
Balance at end of year $(76,904) $ 60,073,461 $(60,383) $ 64,086,525 $(60,791) $ 68,092,152
======== ============ ======== ============ ======== ============
(See accompanying notes to financial statements)
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
Year ended December 31,
-----------------------------------------------------------
1995 1994 1993
----------- ------------ -----------
Cash flows from operating activities:
Net income $ 2,248,715 $ 3,375,406 $ 50,380
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 937,015 410,119 300,625
Gain on sales of property by joint ventures (6,209) (1,790,470) --
Investment valuation allowances 600,000 1,400,000 2,000,000
Increase in deferred lease commissions (85,768) (649,813) (395,376)
Equity in joint venture earnings (1,304,550) (2,796,085) (2,626,535)
Cash distributions from joint
ventures 1,850,619 3,930,364 1,933,568
Decrease (increase) in investment
income receivable 16,323 44,546 (66,835)
Decrease (increase) in property
working capital 447,121 (359,316) 434,318
Payment of deferred management fee (183,426) (1,259,988) --
Increase in operating liabilities 218,167 182,043 115,970
----------- ------------ -----------
Net cash provided by operating
activities 4,738,007 2,486,806 1,746,115
----------- ------------ -----------
Cash flows from investing activities:
Return of capital from joint venture 1,305,765 -- 195,000
Net proceeds from sale of investments 6,209 7,749,728 --
Deferred disposition fees -- 267,715 --
Investment in joint ventures (138,242) (790,209) (318,206)
Investments in property (100,739) (292,614) (484,578)
Loan to ground lessor (1,750,000) -- --
Decrease (increase) in short-term
investments, net (2,967,346) 3,691,279 (1,888,745)
----------- ------------ -----------
Net cash provided by (used in)
investing activities (3,644,353) 10,625,899 (2,496,529)
----------- ------------ -----------
Cash flows from financing activities:
Distributions to partners (6,213,940) (7,303,241) (2,402,883)
Repurchase of limited partnership units (64,360) (77,384) (54,944)
----------- ------------ -----------
Net cash used in financing activities (6,278,300) (7,380,625) (2,457,827)
----------- ------------ -----------
Net increase (decrease) in cash and cash
equivalents (5,184,646) 5,732,080 (3,208,241)
Cash and cash equivalents:
Beginning of year 8,975,244 3,243,164 6,451,405
----------- ------------ -----------
End of year $ 3,790,598 $ 8,975,244 $ 3,243,164
=========== ============ ===========
Non-cash transactions:
Three of the Partnership's joint venture investments were converted to
wholly-owned properties in 1995. The carrying value of these investments at
their respective conversion dates totalled $27,938,099.
(See accompanying notes to financial statements)
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 seven real estate investments 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 Copley Real Estate Advisors, Inc. ("Copley"). The
associate general partner is ECOP Associates Limited Partnership, a
Massachusetts limited partnership, the general partners of which are managing
directors of Copley and/or officers of the Managing General Partner. Subject to
the Managing General Partner's overall authority, the business of the
Partnership is managed by Copley pursuant to an advisory contract. Copley is an
indirect wholly-owned subsidiary of New England Investment Companies, L.P.
("NEIC"), a publicly traded limited partnership. New England Mutual Life
Insurance Company ("The New England"), the parent of NEIC's predecessor, is
NEIC'S principal unitholder. In August 1995, The New England announced an
agreement to merge (the "Merger") with Metropolitan Life Insurance Company
("Metropolitan Life"), with Metropolitan Life to be the surviving entity. This
merger, which is subject to various policyholder and regulatory approvals, is
expected to take place in the first half of 1996. Metropolitan Life is the
second largest life insurance company in the United States in terms of total
assets, having assets of over $130 billion (and adjusted capital of over $8
billion) as of June 30, 1995 .
The Partnership maintains a repurchase fund for the purpose of repurchasing
limited partnership units. Two percent of cash flow, as defined, is designated
for this fund which had a balance of $32,572 and $4,447 at December 31, 1995 and
1994, respectively. Through December 31, 1995 and 1994, the Partnership had
repurchased and retired 755 units and 678 units, respectively.
Management
Copley, as 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.
Copley is also reimbursed for expenses incurred in connection with administering
the Partnership ($20,081 in 1995, $15,322 in 1994, and $8,696 in 1993).
Acquisition fees were based on 2% of gross proceeds from the offering.
Disposition fees are generally 3% of the selling price of property, but are
subject to the prior receipt by the limited partners of their capital
contributions plus a stipulated return thereon. Deferred disposition fees were
$267,715 at December 31, 1995 and 1994.
New England Securities Corporation, a direct subsidiary of The New England,
is engaged by the Partnership to act as its unit holder servicing agent. Fees
and out-of pocket expenses for such services totaled $16,774, $26,717, and
$19,122 in 1995, 1994 and 1993, 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 records an amount equal to 100% of
the operating results of each joint venture, after the elimination of all
inter-entity transactions, except for the one venture jointly owned by an
affiliate of the Partnership which has substantial economic equity in the
project.
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.
Tenant 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.
Capitalized Costs
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.
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
undiscounted cash flows generated from the operations and disposition of
property. Effective January 1, 1995, with its adoption of Statement of Financial
Accounting Standards No. 121 (SFAS 121) entitled, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," the
Partnership measures the impairment loss 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 is measured based on the excess of the
investment's carrying value over its estimated fair market value less estimated
costs of sale. Property held for sale is not depreciated during the holding
period. The Waters Landing II investment was reduced to its estimated fair
market value less the cost of sale during 1995. (See Note 3.) Prior to the
adoption of SFAS 121, the impairment loss was measured based on the excess of
the investment's carrying value over its net realizable value.
During 1993, the Managing General Partner determined that the carrying
value of the Puente Street and Columbia Gateway Corporate Park investments
should be reduced to their respective estimated net realizable values. During
1994, the Managing General Partner further reduced the carrying value of the
Puente Street investment. (See Notes 3 and 4.)
The carrying value of an investment may be more or less than its current
appraised value. At December 31, 1995 and 1994, the appraised values of certain
investments exceeded their related carrying values by an aggregate of $4,900,000
and $2,200,000, respectively, and the appraised values of the remaining
investments were less than their related carrying values by an aggregate of
$2,400,000 and $2,900,000, respectively.
The current appraised value of real estate investments has been estimated
by the Managing General Partner, and is generally based on a combination of
traditional appraisal approaches performed by the advisor and independent
appraisers. Because of the subjectivity inherent in the valuation process, the
estimated current appraised value may differ significantly from that which could
be realized if the real estate were actually offered for sale in the
marketplace.
Cash Equivalents and Short-Term Investments
Cash equivalents are stated at cost, plus accrued interest. The Partnership
considers all highly liquid debt instruments purchased with a maturity of ninety
days or less to be cash equivalents; otherwise, they are classified as
short-term investments.
The Partnership has the positive intent and ability to hold all short-term
investments to maturity; therefore, short-term investments are carried at cost
plus accrued interest which approximates market value. At December 31, 1995 and
1994, all investments were in commercial paper with less than seven months and
four months, respectively, remaining to maturity.
Deferred Disposition Fees
Disposition fees due to Copley 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.
Note 3 - Real Estate Joint Ventures
- -----------------------------------
The Partnership had invested in eight real estate joint ventures, each
organized as general partnership with a real estate development/management firm.
Two joint venture projects were sold in 1994, and three ventures were converted
to wholly-owned investments in 1995. 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 Partnership's venture partners are responsible for day-to-day
development and operating activities, although overall authority and
responsibility for the business is shared by the venturers. The respective real
estate development/management firms or their affiliates also provide various
services to the joint ventures for a fee.
The following is a summary of cash invested in joint ventures, net of
returns of capital and excluding acquisition fees:
December 31,
Investment/ Rate of Ownership ----------------------------
Location Return/Interest Interest 1995 1994
- -------------- ----------------- ---------- ------------ ------------
Waters Landing II 10.5% 60% (E) $ 1,338,998 $ 1,328,053
Germantown, MD 10.5% (L) $ 892,665 $ 885,369
Dahlia
Fontana, CA 10.0% 60% $ -- $ 7,081,593
University Business Park
Phoenix, AZ 10.0% 60% $ 7,858,213 $ 7,738,212
Columbia Gateway
Corporate Park
Columbia, MD 10.5% 15.25% $ 5,517,497 $ 5,517,497
Palms Business Center III
and IV
Las Vegas, NV 11.0% 60% $ -- $ 10,979,963
Santa Rita Plaza
Salinas, CA 10.5% 63% $ -- $ 10,753,645
(E) Equity (L) Loan
Waters Landing II
On May 26, 1987, the Partnership entered into a joint venture with an
affiliate of Oxford Development Corporation. The Partnership committed to make a
maximum equity contribution of $4,682,400 and a loan to the venture partner of
$3,121,600. The venture acquired land to develop an apartment complex.
During the second quarter of 1995, the Managing General Partner determined
that it was not in the best interest of the limited partners to develop the
Waters Landing II site. Accordingly, the carrying value of this investment has
been reduced to its estimated net fair market value with the recognition of an
investment valuation allowance of $600,000.
Dahlia
On September 21, 1987, the Partnership entered into a joint venture
agreement with an affiliate of Investment Building Group to construct and
operate an industrial facility. The Partnership committed to make a maximum
equity contribution of $7,250,000, of which $7,081,593 was funded as of December
31, 1995.
Effective September 1, 1995, this investment was converted to a
wholly-owned property for financial reporting purposes, pursuant to an amendment
to the joint venture agreement granting the Partnership control over management
decisions. (See Note 4.)
University Business Park
On September 30, 1987, the Partnership entered into a joint venture
agreement with an affiliate of The Hewson Company to construct and operate five
multi-tenant industrial buildings. The Partnership committed to make a maximum
equity contribution of $9,450,000. Subsequent to December 31, 1995, and
effective January 1, 1996, the joint venture was dissolved and the venture
partner's ownership interest was assigned to the Partnership. The minimum future
rental payments to the venture under non-cancelable operating leases are:
$653,000 in 1996; $596,000 in 1997; $508,000 in 1998; $434,000 in 1999; and
$203,000 in 2000.
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 have been constructed to date. The Partnership committed
to make a $6,402,000 equity contribution to the joint venture. The Partnership
and its affiliate collectively have a 50% ownership interest in the joint
venture. The minimum future rental payments to the venture under non-cancelable
operating leases are: $1,316,589 in 1996; $1,176,845 in 1997; $1,116,297 in
1998; $1,038,834 in 1999; $411,261 in 2000, and $1,507,959 thereafter.
At December 31, 1993, the Managing General Partner had determined that the
carrying value of this investment would not be recovered through estimated
undiscounted future cash flows. Accordingly, the carrying value was reduced by
$500,000 to estimated net realizable value.
Palms Business Center III and IV
On March 7, 1988, the Partnership entered into a joint venture with an
affiliate of B.H. Miller Companies to construct and operate thirteen commercial
buildings.
Effective January 1, 1995, the venture partner's ownership interest was
assigned to the Partnership. (See Note 4.)
Santa Rita Plaza
On February 1, 1989, the Partnership entered into a joint venture with an
affiliate of Rodde McNellis to acquire a ground leasehold interest and construct
and operate a shopping center. The Partnership committed to make a maximum
equity contribution of $11,350,000, of which $10,950,840 was funded as of
December 31, 1995. Capital contributions of $6,500,000, and accrued preferential
return related thereto, began amortizing over a 27-year period in February 1991,
with a balloon payment due on February 1, 1999. The remaining $4,850,000
contribution together with any accrued preferential return balance is payable in
full in 2004.
Effective August 1, 1995 this investment was converted to a wholly-owned
property for financial reporting purposes, pursuant to an admendment to the
joint venture agreement granting the Partnership control over management
decisions and increasing its ownership interest from 60% to 63%. (See Note 4.)
Sale of C.S. Graham and Lakewood
On June 30, 1987, the Partnership entered into a joint venture agreement
with an affiliate of Connell Scott and Associates to own and operate a warehouse
facility. The Partnership contributed a total of $3,185,246 to the venture. On
June 17, 1994, the joint venture sold its property. The total sales price was
$3,925,000. After closing costs, the Partnership received proceeds of $3,720,076
and recognized a gain of $409,982 ($4.91 per weighted average limited
partnership unit). A disposition fee of $117,750 was accrued but not paid to the
advisor.
On August 12, 1988, the Partnership entered into a joint venture with an
affiliate of the Partnership and with an affiliate of Evans Withycombe Company
to construct and operate an apartment complex. The Partnership's total equity
contribution was $ 3,167,615. On August 17, 1994, the joint venture sold its
property to a real estate investment trust sponsored by Evans Withycombe. After
closing costs, the payment of preferential returns to the Partnership, and the
allocation to the venture partner, the Partnership received its share of the
proceeds of $4,297,367 and recognized a gain of $1,380,488 ($16.53 per weighted
average limited partnership unit). A disposition fee of $149,965 was accrued but
not paid to the advisor. An additional $6,209 was received in 1995 in final
settlement of the Lakewood sale.
On September 15, 1994, the Partnership made a capital distribution of
$3,968,640 ($48 per limited partnership unit) from the proceeds of the C.S.
Graham and Lakewood sales. A second capital distribution of $2,313,164 ($28 per
limited partnership unit) was made in July, 1995. A portion of the proceeds was
used to pay previously accrued, but deferred, management fees due to the advisor
($183,426 in 1995 and $1,259,988 in 1994).
Summarized Financial Information
The following summarized financial information is presented in the
aggregate for the joint ventures:
Assets and Liabilities
----------------------
December 31,
-----------------------------
1995 1994
----------- -----------
Assets
Real property, at cost less accumulated
depreciation of $4,019,677 and $6,358,984,
respectively $22,312,780 $45,272,536
Other 484,715 3,525,687
----------- -----------
22,797,495 48,798,223
Liabilities 187,308 440,384
----------- -----------
Net assets $22,610,187 $48,357,839
=========== ===========
Result of Operations
--------------------
Year ended December 31,
--------------------------------------------
1995 1994 1993
---------- ---------- ----------
Revenue
Rental income $4,437,415 $8,058,767 $8,468,935
Other income 146,660 222,180 277,313
---------- ---------- ----------
4,584,075 8,280,947 8,746,248
---------- ---------- ----------
Expenses
Operating expenses 1,402,041 2,837,050 3,060,918
Depreciation and amortization 1,032,349 1,727,610 2,212,820
---------- ---------- ----------
2,434,390 4,564,660 5,273,738
---------- ---------- ----------
Net Income $2,149,685 $3,716,287 $3,472,510
========== ========== ==========
Liabilities and expenses exclude amounts owed and attributable to the
Partnership and (with respect to two joint ventures) its affiliates on behalf of
their various financing arrangements with the joint ventures.
The C.S. Graham and Lakewood investments were sold on June 17, 1994 and
August 17, 1994, respectively. The above amounts include their results of
operations through the respective sale dates. The Palms Business Center, Santa
Rita Plaza and Dahlia investments were converted to wholly-owned properties
effective January 1, 1995, August 1, 1995, and September 1, 1995, respectively.
The above amounts include their results of operations through their respective
conversion dates.
Note 4 - Property
Palms Business Center III and IV
Effective January 1, 1995, the Palms Business Center joint venture was
restructured and the venture partner's ownership interest was assigned to the
Partnership. Since that date, the investment is being accounted for as a
wholly-owned property. The carrying value at conversion ($10,308,265) was
allocated to land, building and improvements and other net operating assets.
The buildings and improvements of Palms Business Center are being
depreciated over 25 years, beginning January 1, 1995. The minimum future rental
payments venture under non-cancelable operating leases are: $1,230,644 in 1996;
$1,180,926 in 1997; $787,018 in 1998; $604,737 in 1999; $536,145 in 2000; and
$24,810 thereafter.
Santa Rita Plaza
Effective August 1, 1995, the Santa Rita Plaza joint venture was
restructured into a limited partnership, whereby the Partnership was granted
control over management decisions. Accordingly, as of such date, the investment
is being accounted for as a wholly-owned property. 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, who 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 can require full payment of the loan after August 1, 2000. The
ground lease requires an annual base payment of $390,000 per year through 2063,
plus 11.55% of rents, as defined.
The buildings and improvements of Santa Rita Plaza are being depreciated
over 25 years beginning August 1, 1995. The loan to ground lessor bears interest
at 8.75%, with payments to be made monthly based on a 15 year amortization
schedule, and is secured by the ground lessor's interest in the Santa Rita Plaza
land. The minimum future rental payments from tenants under non-cancelable
operating leases are: $1,239,214 in 1996; $1,178,683 in 1997; $1,069,823 in
1998; $951,248 in 1999; $846,850 in 2000; and $3,991,114 thereafter.
Dahlia
Effective September 1, 1995, the Dahlia joint venture was restructured into
a limited partnership, whereby the Partnership was granted control over
management decisions. Accordingly, as of this date, the investment is being
accounted for as a wholly-owned property. The carrying value at conversion
($7,413,175) was allocated to land, building and improvements, and other net
operating assets. During 1993, the joint venture agreed to a settlement with a
former tenant for past due rent. This settlement is secured by an attachment on
36 acres of land in Scottsdale, Arizona. The land is currently being marketed
for sale pursuant to the settlement agreement.
The buildings and improvements of Dahlia are being depreciated over 25
years beginning September 1, 1995. The minimum future rental payments due under
non-cancelable operating leases are: $852,324 in 1996; $777,924 in 1997;
$678,685 in 1998; $607,805 in 1999; $612,680 in 2000; and $1,610,370 thereafter.
Puente Street
On April 28, 1988, the Partnership entered into a joint venture with an
affiliate of The Muller Company. Effective June 1, 1991, in accordance with the
joint venture agreement, 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 includes an industrial building, together
with a parking lot and storage area in Brea, California.
The Managing General Partner determined that the carrying value of this
investment exceeded its estimated net realizable value because of the effect of
depressed market conditions on rental rates. Accordingly, the carrying value was
reduced to its estimated net realizable value by $1,500,000 in 1993. Due to a
further deterioration in market conditions, the carrying value was further
reduced during the fourth quarter of 1994 by $1,400,000.
The building and improvements at Puente Street are being depreciated over
30 years beginning June 1, 1991. The minimum future rentals under non-cancelable
operating leases are: $717,487 in 1996; $799,044 in 1997; $816,300 in 1998;
$707,683 in 1999; $644,220 in 2000; and $2,295,111 thereafter.
The following is a summary of the Partnership's investment in property
(four in 1995 and one in 1994):
December 31,
--------------------------------------
1995 1994
------------ -----------
Land $ 7,548,949 $ 3,985,498
Buildings and improvements 30,323,985 8,910,665
Accumulated depreciation (1,596,044) (874,768)
Investment valuation allowance (2,900,000) (2,900,000)
Loan to ground lessor 1,726,003 --
Lease commissions and
other assets, net 1,576,781 839,815
Accounts receivable 900,017 60,380
Accounts payable (521,638) (159,806)
------------ -----------
$ 37,058,053 $ 9,861,784
============ ===========
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,
------------------------------------------------
1995 1994 1993
----------- ----------- ----------
Net income per financial statements $ 2,248,715 $ 3,375,406 $ 50,380
Timing differences:
Joint venture earnings 1,532,140 329,584 644,139
Property rentals (1,844,941) (433,648) 572
Expenses 31,747 (1,107,117) 151,982
Depreciation and amortization 602,925 21 47,455
Investment valuation allowances 600,000 1,400,000 2,000,000
Gain on sale -- 483,030 --
----------- ----------- ----------
Taxable income $ 3,170,586 $ 4,047,276 $2,894,528
=========== =========== ==========
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, and further
reduced to $924 in 1995, as a result of the return of capital from the sale of
two
investments. 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, 1995 were made on January 25, 1996 in the aggregate amount of
$1,011,274 ($12.13 per limited partnership unit).
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
AT DECEMBER 31, 1995
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
-----------------------------------------------------------------------------
Total Wholly-Owned Property $7,548,949 $29,855,282 $1,812,692 $2,521,756
=============================================================================
60% interest in
Waters Landing II
joint venture. Owners of -----------------------------------------------------------------------------
land in Germantown, MD.
60% interest in
University Business Park
joint venture.
Develop and operate warehouse/ -----------------------------------------------------------------------------
office bldgs. in Phoenix, AZ.
15.25% 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 Comm. Change in
and Tenant & Other Write down Other Net
Description Improvements Improvements Capital Costs of Property Assets (Liabilities)
- ----------------------------------------- ------------ ------------ ------------- ------------ ---------------------
Brea, CA.
- Puente Street (See Note A) $776,766 ($409,228) ($1,273,000) ($2,900,000) $997,369
Las Vegas, NV.
- Palms Business Center III and IV
(See Note A) 48,665 0 0 0 (143,572)
Fontana, CA.
- Dahlia (See Note A) 0 0 0 0 (37,013)
Salinas, CA.
- Santa Rita Plaza (See Note A) 52,500 0 0 0 152,100
---------------------------------------------------------------------------------------
Total Wholly-Owned Property $877,931 ($409,228) ($1,273,000) ($2,900,000) $968,884
=======================================================================================
60% interest in
Waters Landing II
joint venture. Owners of --------------------------------- See Note B -----------------------------------------
land in Germantown, MD.
60% interest in
University Business Park
joint venture.
Develop and operate warehouse/ --------------------------------- See Note B -----------------------------------------
office bldgs. in Phoenix, AZ.
15.25% Interest in Columbia
Gateway Corporate Park
Partnership. Develop and operate --------------------------------- See Note B -----------------------------------------
office/R & D bldgs. in Columbia, MD.
---------------------------------------------------------------------------------------
Total Joint Ventures
=======================================================================================
Balance at end of year
---------------------------------------------------------------------------------------
Accumulated
Buildings & Other Depreciation
Description Land Improvements Net Assets Total and Amortization
- ----------------------------------------- ------------ ------------ ------------- ------------ ---------------------
Brea, CA.
- Puente Street (See Note A) $3,985,498 $6,010,239 $996,750 $10,992,487 ($1,267,937)
Las Vegas, NV.
- Palms Business Center III and IV
(See Note A) 2,195,482 7,832,646 185,230 10,213,358 (395,448)
Fontana, CA.
- Dahlia (See Note A) 1,367,969 5,471,878 536,315 7,376,162 (42,908)
Salinas, CA.
- Santa Rita Plaza (See Note A) 0 8,109,222 2,312,037 10,421,259 (238,920)
---------------------------------------------------------------------------------------
Total Wholly-Owned Property $7,548,949 $27,423,985 $4,030,332 $39,003,266 ($1,945,213)
=======================================================================================
60% interest in
Waters Landing II
joint venture. Owners of ----------------------------------------------- $1,491,742 N/A
land in Germantown, MD.
60% interest in
University Business Park
joint venture.
Develop and operate warehouse/ ----------------------------------------------- $5,630,581 N/A
office bldgs. in Phoenix, AZ.
15.25% Interest in Columbia
Gateway Corporate Park
Partnership. Develop and operate ----------------------------------------------- $4,699,450 N/A
office/R & D bldgs. in Columbia, MD.
--------------------------------------------------------------
Total Joint Ventures $11,821,773
==============================================================
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 3/7/88 25 Years
Fontana, CA.
- Dahlia (See Note A) 1990 9/21/87 25 Years
Salinas, CA.
- Santa Rita Plaza (See Note A) 1990 2/1/89 25 years
Total Wholly-Owned Property
60% interest in
Waters Landing II
joint venture. Owners of To be 5/26/87 Land
land in Germantown, MD. Constructed
60% interest in
University Business Park
joint venture.
Develop and operate warehouse/ 1991 9/30/87 30 Years
office bldgs. in Phoenix, AZ.
15.25% Interest in Columbia
Gateway Corporate Park
Partnership. Develop and operate Phase I - 1990 12/21/87 50 Years
office/R & D bldgs. in Columbia, MD. Phase II - Under Construction
Total Joint Ventures
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
-----------------------------------------
NOTE A TO SCHEDULE III
-----------------------------------------------------------------------------------------------------
Balance Conversion to Additions to
as of Wholly-Owned Lease Additions to Write Down
Description 12/31/94 Property Commissions Property of Property
- ---------------------------- -----------------------------------------------------------------------------------------------------
Brea, CA.
- Puente Street $10,881,546 $0 ($4,933) ($426) $0
Las Vegas, NV.
- Palms Business Center III
and IV 0 10,308,265 90,701 48,665 0
Fontana, CA.
- Dahlia 0 7,413,175 0 0 0
Salinas, CA.
- Santa Rita Plaza 0 10,216,659 0 52,500 0
-----------------------------------------------------------------------------------------------------
Total Wholly-Owned Property $10,881,546 $27,938,099 $85,768 $100,739 $0
=====================================================================================================
-----------------------------------------------------------------------------------------------------
12/31/94 1995 12/31/95
Change in Balance Accumulated Depreciation Accumulated
Property Working as of Depreciation and and Amortization Depreciation and
Description Capital 12/31/95 Amortization Expense Amortization
- ---------------------------- -----------------------------------------------------------------------------------------------------
Brea, CA.
- Puente Street $116,300 $10,992,487 $1,019,762 ($248,175) $1,267,937
Las Vegas, NV.
- Palms Business Center III
and IV (234,273) 10,213,358 0 (395,448) $395,448
Fontana, CA.
- Dahlia (37,013) 7,376,162 0 (42,908) $42,908
Salinas, CA.
- Santa Rita Plaza 152,100 10,421,259 0 (238,920) $238,920
-----------------------------------------------------------------------------------------------------
Total Wholly-Owned Property ($2,886) $39,003,266 $1,019,762 ($925,451) $1,945,213
=====================================================================================================
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
------------------------------------------
NOTE B TO SCHEDULE III
BALANCE CASH EQUITY IN 1995 AMORTIZATION
PERCENT OF AS OF INVESTMENTS IN INCOME/ OF DEFERRED
DESCRIPTION OWNERSHIP 12/31/94 JOINT VENTURES (LOSS) ACQUISITION FEES
- ------------------------------------ ----------------- ------------ --------------- ------------- -----------------
Waters Landing II 60% $2,073,501 $18,241 $0 $0
Dahlia (3) 60% 7,542,262 0 517,485 (1,572)
University Business Park 60% 5,802,686 120,001 89,582 (4,888)
Columbia Gateway Corporate Park 15.25% 4,695,528 0 371,986 (2,064)
Palms Business Center III and IV (1) 100% 10,308,265 0 0 0
Santa Rita Plaza (2) 63% 10,357,021 0 325,497 (3,040)
----------- -------- ---------- --------
$40,779,263 $138,242 $1,304,550 ($11,564)
=========== ======== ========== ========
CASH
DISTRIBUTED CONVERSION TO BALANCE
FROM WRITE-DOWN WHOLLY-OWNED AS OF
DESCRIPTION JOINT VENTURE OF PROPERTY PROPERTY 12/31/95
- ------------------------------------ ----------------- ------------ --------------- -------------
Waters Landing II $0 ($600,000) $0 $1,491,742
Dahlia (3) (645,000) 0 (7,413,175) 0
University Business Park (376,800) 0 0 5,630,581
Columbia Gateway Corporate Park (366,000) 0 0 4,699,450
Palms Business Center III and IV (1) 0 0 (10,308,265) 0
Santa Rita Plaza (2) (462,819) 0 (10,216,659) 0
---------- --------- ------------ -----------
$(1,850,619) ($600,000) ($27,938,099) $11,821,773
=========== ========= ============ ===========
(1) Effective January 1, 1995 converted to wholly-owned property.
(2) Effective August 1, 1995 the Joint Venture was restructured into a Limited Partnership.
(3) Effective September 1, 1995 the Joint Venture was restructured into a Limited Partnership.
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 11, 1996 By: /s/ Joseph W. O'Connor
--- ----------------------
Joseph W. O'Connor
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, Principal
Executive Officer and
Director of the
/s/ Joseph W. O'Connor Managing General Partner March 11, 1996
- ---------------------- ---
Joseph W. O'Connor
Principal Financial and
Accounting Officer of the
/s/ Daniel C. Mackowiak Managing General Partner March 11, 1996
- ----------------------- ---
Daniel C. Machowiak
Director of the
/s/ Daniel J. Coughlin Managing General Partner March 11, 1996
- ---------------------- ---
Daniel J. Coughlin
Director of the
/s/ Peter P. Twining Managing General Partner March 11, 1996
- -------------------- ---
Peter P. Twining
EXHIBIT INDEX
-------------
Exhibit Page
Number Exhibit Number
- ------ ------- ------
10A. Joint Venture Agreement of Waters Landing *
Partners Two, dated as of May 26, 1987 between
the Partnership and Waters Landing Two-Oxford
Limited Partnership, a Maryland limited partnership
("Oxford").
10B. Promissory Note dated May 26, 1987 from Oxford *
to the Partnership in the original principal
amount of $3,121,600.
10C. Joint Venture Interest Pledge and Security *
Agreement, dated as of May 26, 1987, between
the Partnership and Oxford.
10D. Joint Venture Agreement of Graham Road Joint *
Venture, dated as of June 30, 1987, between the
Partnership and Connell-Scott Ventures V.
10E. General Partnership Agreement of IBG Dahlia *
Associates, dated as of September 21, 1987,
between the Partnership and 20 Dahlia Partnership.
10F. General Partnership Agreement of Hewson University *
Associates, dated as of September 30, 1987, between
Hewson Properties, Inc. and the Partnership.
10G. General Partnership Agreement of Gateway 51 *
Partnership, dated as of December 21, 1987,
among M.O.R. Gateway 51 Associates Limited
Partnership, the Partnership and New England
Life Pension Properties IV; A Real Estate
Limited Partnership.
10H. Ground Lease dated January 23, 1988 between *
Nielson Properties, LTD., a California
limited partnership ("Landlord"), and Rodde
McNellis/Salinas, a California general partnership
("Tenant").
10I. Leasehold Indenture dated February 12, 1988 by *
Rodde McNellis/Salinas, Borrower, to Santa
Clara Land Title Company, Trustee, for New
England Pension Properties V, A Real Estate
Limited Partnership ("NEPP V"), Beneficiary.
- ----------
* Previously filed and incorporated herein by reference.
EXHIBIT INDEX
-------------
Exhibit Page
Number Exhibit Number
- ------ ------- ------
10J. Promissory Note dated February 12, 1988 in *
the principal amount of $1,800,000 by Rodde
McNellis/Salinas to NEPP V.
10K. Pledge of Note and Security Agreement dated as *
of February 12, 1988 by and between Rodde
McNellis/Salinas and NEPP V.
10L. R/M Salinas Predevelopment Agreement dated *
February 12, 1988 by and between NEPP V and
Rodde McNellis/Salinas.
10M. Joint Venture Agreement of Rancho Road *
Associates II dated as of March 7, 1988 by
and between NEPP V and Commerce Centre
Partners.
10N. Pledge and Security Agreement dated as of *
March 7, 1988 by and between Commerce Centre
Partners and NEPP V.
10O. General Partnership Agreement of Muller Brea *
Associates dated as of April 29, 1988 between
Tar Partners and the Registrant.
10P. Lakewood Associates General Partnership *
Agreement dated August, 1988 between EW
Lakewood Limited Partnership, Copley Pension
Properties VI; A Real Estate Limited Partnership
and Registrant.
10Q. First Amendment to Rancho Road Associates II Joint *
Venture Agreement dated as of May 31, 1988 by and
between the Registrant and Commerce Centre Partners.
10R. First Amendment to Pledge and Security Agreement *
dated as of May 31, 1988 by and between the
Registrant and Commerce Centre Partners.
10S. Joint Venture Agreement of R/M Salinas Venture dated *
as of February 1, 1989 by and between New England
Pension Properties V; A Real Estate Limited
Partnership and Rodde McNellis/Salinas.
- ----------
* Previously filed and incorporated herein by reference.
EXHIBIT INDEX
-------------
Exhibit Page
Number Exhibit Number
- ------ ------- ------
10T. First Amendment to Joint Venture Agreement of R/M *
Salinas Venture dated as of February 1, 1989
by and between New England Pension Properties V;
A Real Estate Limited Partnership and Rodde
McNellis/Salinas.
10U. Amended and Restated General Partnership Agreement *
of Gateway 51 Partnership dated as of April 20,
1989 between M.O.R. Gateway 51 Associates
Limited Partnership, New England Life Pension
Properties IV; a Real Estate Limited Partnership
and New England Pension Properties V; a Real
Estate Limited Partnership.
10V. Second Amendment to Pledge and Security *
Agreement dated as of June 20, 1990 by and
between Commerce Centre Partners, a
California general partnership and
Registrant.
10W. Second Amendment to Rancho Road Associates *
II Joint Venture Agreement dated as of June 20,
1990 by and between Registrant and Commerce
Centre Partners.
10X. Second Amendment to Joint Venture Agreement of *
R/M Salinas Venture dated as of July 20, 1990 by
and between the Registrant and Rodde McNellis/
Salinas.
10Y. Agreement for Dissolution, Distribution and *
Winding-up of Muller Brea Associates dated
May 31, 1991 by and between TAR Partners, a
California partnership, and the Registrant.
10Z. Property Management Agreement effective as of *
May 31, 1991 by and between TAR Partners, a
California general partnership, and the Registrant.
10AA. Asset Contribution Agreement by and among Evans
Withycombe Residential, Inc., a Maryland Corporation, *
and Evans Withycombe Residential, L.P., a Delaware
limited partnership, as Purchasers and Lakewood
Associates, an Arizona limited Partnership composed of
Registrant, Copley Pension Properties VI and EW
Lakewood L.P., as Sellers dated June 9, 1994.
10BB. Purchase and Sale Agreement between Graham Road *
Joint Venture and Prentiss Properties Atlanta Industrial
Properties, L.P., dated June 17, 1994.
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.
10FF. Limited Partnership Agreement of IBG Dahlia Associates
dated September 1, 1995 between Registrant and
20 Dahlia Partnership, a California limited partnership.
- ----------
* Previously filed and incorporated herein by reference.