SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For Quarter Ended September 30, 1998 Commission File Number 0-15429
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts 04-2893298
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
225 Franklin Street, 25th Fl.
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 261-9000
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Former name, former address and former fiscal year if changed since last report
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [ X ] No [ ]
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 1998
PART I
FINANCIAL INFORMATION
----------------------
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
BALANCE SHEETS
(Unaudited)
September 30, 1998 December 31, 1997
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ASSETS
Real estate investments:
Joint ventures $15,708,441 $15,879,130
Property, net - 15,139,147
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15,708,441 31,018,277
Property, held for disposition 9,328,061 -
Cash and cash equivalents 16,731,938 4,017,473
Short-term investments - 2,889,753
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$41,768,440 $37,925,503
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 117,030 $ 152,095
Accrued management fee 132,294 39,859
Deferred management and
disposition fees 4,571,413 4,205,989
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Total liabilities 4,820,737 4,397,943
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Partners' capital (deficit):
Limited partners ($524
per unit; 120,000 units
authorized, 94,997 units
issued and outstanding) 36,980,828 33,594,888
General partners (33,125) (67,328)
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Total partners' capital 36,947,703 33,527,560
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$41,768,440 $37,925,503
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(See accompanying notes to unaudited financial statements)
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended
September 30, 1998 September 30, 1998 September 30, 1997 September 30, 1997
------------------- ------------------- ------------------- -------------------
INVESTMENT ACTIVITY
Property rentals $ 818,051 $ 2,470,616 $1,374,798 $ 4,148,923
Property operating expenses (353,870) (1,056,101) (514,165) (1,572,417)
Depreciation and amortization (156,619) (465,430) (255,286) (760,523)
---------- ----------- ---------- -----------
307,562 949,085 605,347 1,815,983
Joint venture earnings 421,516 1,148,145 424,978 1,087,706
Amortization (1,327) (3,981) (1,327) (3,981)
---------- ----------- ---------- -----------
Total real estate operations 727,751 2,093,249 1,028,998 2,899,708
Gain on sale of Property 3,756,918 3,756,918 -- --
---------- ----------- ---------- -----------
Total real estate activity 4,484,669 5,850,167 1,028,998 2,899,708
Interest on cash equivalents
and short term investments 99,913 274,662 94,880 276,071
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Total investment activity 4,584,582 6,124,829 1,123,878 3,175,779
---------- ----------- ---------- -----------
Portfolio Expenses
Management fee 132,294 269,143 90,915 272,749
General and administrative 74,594 245,817 77,865 254,217
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206,888 514,960 168,780 526,966
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Net Income $4,377,694 $ 5,609,869 $ 955,098 $ 2,648,813
========== =========== ========== ===========
Net income per limited partnership
unit $ 45.62 $ 58.46 $ 9.95 $ 27.60
========== =========== ========== ===========
Cash distributions per
limited partnership unit $ 7.21 $ 22.82 $ 9.58 $ 31.02
========== =========== ========== ===========
Number of limited partnership
units outstanding during the period 94,997 94,997 94,997 94,997
========== =========== ========== ===========
(See accompanying notes to unaudited financial statements)
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL (Deficit)
(Unaudited)
Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended
September 30, 1998 September 30, 1998 September 30, 1997 September 30, 1997
----------------------- ----------------------- ----------------------- -----------------------
General Limited General Limited General Limited General Limited
Partners Partners Partners Partners Partners Partners Partners Partners
-------- -------- -------- -------- -------- -------- -------- --------
Balance at
beginning of
period $(69,984) $33,331,839 $(67,328) $33,594,888 $(164,117) $47,002,035 $(160,481) $47,361,993
Cash
distributions (6,918) (684,928) (21,896) (2,167,830) (9,193) (910,071) (29,766) (2,946,807)
Net income 43,777 4,333,917 56,099 5,553,770 9,551 945,547 26,488 2,622,325
-------- ----------- -------- ----------- --------- ----------- --------- -----------
Balance at
end of period $(33,125) $36,980,828 $(33,125) $36,980,828 $(163,759) $47,037,511 $(163,759) $47,037,511
======== =========== -======= =========== ========= =========== ========= ===========
(See accompanying notes to unaudited financial statements)
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
SUMMARIZED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30,
--------------------------------
1998 1997
--------------------------------
Net cash provided by operating activities $ 2,263,754 $ 2,979,988
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Cash flows from investing activities:
Net proceeds from sale of investment 9,433,100 --
Deferred Disposition fee 297,000 --
Payment of note payable to venture partner -- (64,000)
Loan repayment by joint venture partner 136,437 --
Investment in property (64,811) (213,778)
Decrease in short-term investments, net 2,838,711 339,085
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Net cash provided by
investing activities 12,640,437 61,307
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Cash flows from financing activity:
Distributions to partners (2,189,726) (2,976,573)
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Net increase in
cash and cash equivalents 12,714,465 64,722
Cash and cash equivalents:
Beginning of period 4,017,473 5,045,964
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End of period 16,731,938 5,110,686
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(See accompanying notes to unaudited financial statements)
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (Unaudited)
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the Partnership's
financial position as of September 30, 1998 and December 31, 1997 and the
results of its operations, its cash flows and partners' capital (deficit) for
the three and nine months ended September 30, 1998 and 1997. These adjustments
are of a normal recurring nature.
See notes to financial statements included in the Partnership's 1997 Annual
Report on Form 10-K for additional information relating to the Partnership's
financial statements.
NOTE 1 - ORGANIZATION AND BUSINESS
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New England Life Pension Properties IV; A Real Estate Limited Partnership
(the "Partnership") is a Massachusetts limited partnership organized for the
purpose of investing primarily in newly constructed and existing income
producing real properties. It primarily serves as an investment for qualified
pension and profit sharing plans and other organizations intended to be exempt
from federal income tax. The Partnership commenced operations in May 1986 and
acquired the three real estate investments it currently owns prior to the end of
1987. It intends to dispose of the investments within twelve years of their
acquisition, and then liquidate; however, the managing general partner could
extend the investment period if it is considered to be in the best interest of
the limited partners. The Partnership has engaged AEW Real Estate Advisors,
Inc. (the "Advisor") to provide asset management services.
NOTE 2 - REAL ESTATE JOINT VENTURES
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Ownership of the Columbia Gateway Corporate Park joint venture has been
restructured to give the Partnership and its affiliate full control over the
business of the joint venture effective January 1, 1998.
The following summarized financial information is presented in the
aggregate for the Partnership's joint ventures.
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
Assets and Liabilities
----------------------
September 30, 1998 December 31, 1997
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Assets
Real property, at cost less
accumulated depreciation
of $2,594,332 and
$2,321,074, respectively $19,984,213 $19,858,721
Other 856,613 958,432
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20,840,826 20,817,153
Liabilities 431,597 240,284
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Net Assets $20,409,229 $20,576,869
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Results of Operations
Nine Months ended September 30,
-------------------------------
1998 1997
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Revenue
Rental income $ 2,179,072 $ 2,100,155
Other income 16,652 11,217
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2,195,724 2,111,372
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Expenses
Operating expenses 461,612 441,071
Depreciation and amortization 280,977 280,977
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742,589 722,048
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Net income $ 1,453,135 $ 1,389,324
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Liabilities and expenses exclude amounts owed and attributable to the
Partnership and (with respect to one joint venture) its affiliate on behalf of
their various financing arrangements with the joint ventures.
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
NOTE 3 - PROPERTY
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Effective April 1, 1996, the Reflections joint venture was restructured
whereby the Partnership's venture partner became an indirect limited partner.
Accordingly, the investment has been accounted for as a wholly-owned property
since that date. The carrying value of the joint venture investment at
conversion was allocated to land, building and improvements and other net
operating assets.
In connection with the ownership restructuring, the Partnership agreed to
release the affiliate of the venture partner from its guarantee upon payment to
the Partnership of $650,000. The Partnership received $250,000 at the time the
agreement was executed. During the third quarter of 1996, the Partnership
received an additional $263,563. The final payment of $136,437 was received
during the first quarter of 1998. The first payment was accounted for as a
reduction of previously accrued investment income. The second and third
payments were accounted for as a reduction of the Partnership's investment in
the property.
In early November, 1998, a Purchase and Sale agreement was executed by the
Partnership to sell the Reflections investment. Although there can be no
assurance that this sale will occur, it is expected to be concluded during the
fourth quarter of 1998. This investment has been classified as Property Held
for Disposition at September 30, 1998.
Effective January 1, 1996, the Metro Business Center joint venture
agreement was amended to grant the Partnership full control over management
decisions, beginning July 1, 1996. The investment has been accounted for as a
wholly-owned property since July 1, 1996. The carrying value of the joint
venture investment at conversion was allocated to land, buildings and
improvements, and other net operating assets. Effective December 30, 1996, the
property owned by the joint venture was distributed to the venture partners as
tenants-in-common. The Partnership, however, retained its overall decision-
making authority.
On February 28, 1998, the Partnership executed a purchase and sale
agreement to purchase the tenancy-in-common interest of its former joint venture
partner (the "Developer") with regards to Metro Business Center. The
Partnership finalized the acquisition on July 17, 1998. The purchase price was
$7,113,255 and was paid by the Partnership as follows: (i) A portion of the
purchase price was paid through the discharge of all outstanding amounts,
including but not limited to accrued but unpaid interest, owed by the Developer
to the Partnership under the loan made by the Partnership to the Developer in
connection with the original acquisition of the property and (ii) the
Partnership paid the remainder of the purchase price in cash. The cash payment
was $2,210.
On September 23, 1998, the Metro Business Center in Phoenix Arizona was
sold to an institutional buyer which is unaffiliated with the Partnership. The
gross sale price was $9,900,000. The Partnership received net proceeds totaling
$9,730,100, after closing costs and recognized a gain of $3,756,918 ($39.15 per
limited partnership unit). A disposition fee of $297,000 was accrued but not
paid to the Advisor. On October 29, 1998, the Partnership
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
made a capital distribution of $9,689,694 ($102 per limited partnership unit)
from the proceeds of the sale.
The following is a summary of the Partnership's wholly-owned investments
(one in 1998 and two in 1997):
September 30,1998 December 31, 1997
----------------- ------------------
Land $ - $ 3,451,272
Buildings and improvements
and other capitalized costs - 12,648,418
Accumulated depreciation and
amortization - (886,418)
Net operating liabilities - (74,125)
Property, held for disposition 9,328,061 -
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$9,328,061 $15,139,147
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NOTE 4 - SUBSEQUENT EVENT
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Distributions of cash from operations relating to the quarter ended
September 30, 1998 were made on October 29, 1998 in the aggregate amount of
$754,219 ($7.86 per limited partnership unit). In addition, a special operating
distribution was made on October 29, 1998 funded from excess operating cash flow
and reserves totaling $583,416 ($6.08 per limited partnership unit). As
discussed above, the Partnership made a capital distribution of $9,689,694 ($102
per limited partnership unit) from the proceeds of the Metro Business Center
sale.
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial Condition and
- ---------------------------------------------------------------
Results of Operations
- ---------------------
Liquidity and Capital Resources
- -------------------------------
The Partnership completed its offering of units of limited partnership
interest in December, 1986. A total of 94,997 units were sold. The Partnership
received proceeds of $85,677,259, net of selling commissions and other offering
costs, which have been invested in real estate, used to pay related acquisition
costs, or retained as working capital reserves. The Partnership made nine real
estate investments. Six investments have been sold; one each in 1988, 1993,
1994, 1996, 1997 and 1998. As a result of the sales, capital of $45,218,572
($476 per limited partnership unit) has been returned to the limited partners
through September 30, 1998.
On September 23, 1998 the Metro Business Center, in Phoenix, Arizona was
sold to an institutional buyer which is unaffiliated with the Partnership. The
gross sale price was $9,900,000. The Partnership received net proceeds totaling
$9,730,100, after closing costs and recognized a gain of $3,756,918 ($39.15 per
limited partnership unit). A disposition fee of $297,000 was accrued but not
paid to the Advisor. On October 29, 1998, the Partnership made a capital
distribution of $9,689,694 ($102 per limited partnership unit) from the proceeds
of the sale.
At September 30, 1998, the Partnership had $16,731,938 in cash and cash
equivalents, of which $11,027,329 was used for cash distributions to partners on
October 29, 1998; the remainder will primarily be used for working capital
reserves. The source of future liquidity and cash distributions to partners
will be cash generated by the Partnership's real estate and invested cash and
cash equivalents. Distributions of cash from operations for the first and second
quarters of 1998 were made at the annualized rate of 5.5% on the adjusted
capital contribution. Distributions of cash for the third quarter of 1998 were
made at the annualized rate of 6% on the adjusted capital contribution.
Distributions of cash from operations relating to the first, second and third
quarters of 1997 were made at the annualized rate of 5% on the adjusted capital
contribution. The distribution rate was lower in 1997 in anticipation of cash
requirements related to lease rollovers.
The carrying value of real estate investments in the financial statements
is at depreciated cost, or if the investment's carrying value is determined not
to be recoverable through expected undiscounted future cash flows, the carrying
value is reduced to the estimated fair market value. The fair market value of
such investments is further reduced by the estimated cost
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
of sale for properties held for sale. Carrying value may be greater or less
than current appraised value. At September 30, 1998, appraised values exceeded
the related carrying values by an aggregate of approximately $5,400,000. 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 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.
The Year 2000 Issue is a result of computer programs being written using
two digits rather than four to define the applicable year. Computer programs
that have date-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions or engage in normal
business operations.
The Partnership relies on AEW Capital Management L.P. ("AEW Capital
Management"), the parent of AEW Real Estate Advisors, Inc., to generate
financial information and to provide other services which are dependent on the
use of computers. The Partnership has obtained assurances from AEW Capital
Management that:
. AEW Capital Management has developed a Year 2000 Plan (the "Plan")
consisting of five phases: inventory, assessment, testing,
remediation/repair and certification.
. As of September 30, 1998, AEW Capital Management had completed the
inventory and assessment phases of this Plan and had commenced the testing
and remediation/repair of internal systems.
. AEW Capital Management expects to conclude the internal testing,
remediation/repair and certifications of its Plan no later than
December 31, 1998.
The Partnership also relies on joint venture partners and/or property
managers to supply financial and other data with respect to its real properties.
The Partnership is in the process of surveying these third party providers and
assessing their compliance with Year 2000 requirements. To date, the
Partnership is not aware of any problems that would materially impact its
results of operations, liquidity or capital resources. However, the Partnership
has not yet obtained written assurances that these providers would be Year 2000
compliant.
The Partnership currently does not have a contingency plan in the event of
a particular provider or system not being Year 2000 compliant. Such a plan will
be developed if it becomes clear that a provider (including AEW Capital
Management) is not going to achieve its scheduled compliance
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
objectives. The inability of one of these providers to complete its Year 2000
resolution process could materially impact the Partnership. In addition, the
Partnership is also subject to external forces that might generally affect
industry and commerce, such as utility or transportation company Year 2000
compliance failures and related service interruptions.
Results of Operations
- ---------------------
At September 30, 1998, two of the investments in the portfolio are
structured as joint ventures, one with a real estate development/management
firm, and the other, with an affiliate of the Partnership. The Reflections
Apartments is a wholly-owned property as was Metro Business Center.
Operating Factors
Overall occupancy at Columbia Gateway Corporate Park was 100% during the
third quarter of 1998, compared to 99% at September 30, 1997. Ownership of the
Columbia Gateway Corporate Park joint venture has been restructured to give the
Partnership and its affiliate full control over the business of the joint
venture, effective January 1, 1998. One lease is due to expire in October, 1998
but an existing tenant has expressed an interest in exercising its right of
first refusal and expand into this space upon the lease expiration in the fourth
quarter.
Occupancy at Reflections Apartments ended the third quarter of 1998 at 92%,
up from 88% at September 30, 1997. Current rental rates are at the high end of
the market range. In early November, 1998, a Purchase and Sale agreement was
executed by the Partnership to sell the Reflections investment. Although there
can be no assurance that this sale will occur, it is expected to be concluded
during the fourth quarter of 1998.
At the time of the sale, occupancy at Metro Business Center was at 100%, up
from 92% at September 30, 1997. As discussed above, Metro Business Center was
sold on September 23, 1998, and the Partnership recognized a gain of $3,756,918.
Occupancy at Palms Business Center was 86% at September 30, 1997, This
property was sold on October 24, 1997, and the Partnership recognized a gain of
$10,482,458. At the time of sale, the property was 86% leased.
Occupancy at 270 Technology Center was 100% at September 30, 1998 compared
to 67% at September 30, 1997
Investment Activity
For the three and nine months ended September 30, 1998, operating results
from real estate operations were $727,751 and $2,093,249, respectively, compared
to $1,028,998 and $2,899,708 for the comparable periods in 1997. The decreases
of
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
$301,247 and $806,459 for the comparative three and nine month periods
respectively, are primarily due to the sale of Rancho Road in October, 1997,
partially offset by increases in operating performance by Reflections and Metro
Business Center as a result of higher occupancy and market rates.
Interest on cash equivalents and short-term investments for the three and
nine months ended September 30, 1998, was $99,913 and $274,662, respectively,
compared to $94,880 and $276,071 for the comparable periods in 1997. Interest
remained relatively unchanged for both comparable periods.
The decrease in operating cash flow of approximately $716,000 between the
first nine months of 1997 and 1998 is primarily due to the sale of Rancho Road
in October, 1997 consistent with the decrease in operations, discussed above.
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
primarily consist of real estate appraisal, printing, legal, accounting and
investor servicing fees.
For the three and nine months ended September 30, 1998, management fees
were $132,294 and $269,143, respectively, compared to $90,915 and $272,749 for
the comparable periods in 1997. The increase in management fees for the
respective three month periods is due to a special operating distribution for
the three months ended September 30, 1998. Management fees for the respective
nine month periods remained relatively unchanged.
General and administrative expenses for the three and nine months ended
September 30, 1998 were $74,594 and $245,817, respectively, compared to $77,865
and $254,217 for the comparable periods in 1997. Expenses remained relatively
unchanged for both comparable periods.
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 1998
PART II
OTHER INFORMATION
-------------------
Items 1-5. Not applicable.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits: (27) Financial Data Schedule
b. Reports on Form 8-K: No reports on Form 8-K were filed
during the quarter ended September 30, 1998.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
(Registrant)
November 13, 1998
/s/ J. Christopher Meyer III
-------------------------------
J. Christopher Meyer III
President, Chief Executive Officer
and Director of the Managing General Partner,
Fourth Copley Corp.
November 13, 1998
/s/ Karin J. Lagerlund
--------------------------------
Karin J. Lagerlund
Principal Financial and Accounting
Officer of Managing General Partner,
Fourth Copley Corp.