SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For Quarter Ended June 30, 1999 Commission File Number 0-17808
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts 04-2940131
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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 PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED JUNE 30, 1999
PART I
FINANCIAL INFORMATION
----------------------
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
BALANCE SHEET
June 30, 1999 December 31, 1998
(Unaudited) (Audited)
-------------- ------------------
ASSETS
Real estate investments:
Property, net $15,598,771 $27,181,777
Joint ventures 4,856,955 4,843,933
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20,455,726 32,025,710
Property held for disposition, net 1,491,742 1,491,742
Cash and cash equivalents 18,680,758 7,220,155
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$40,628,226 $40,737,607
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LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 94,931 $ 122,505
Accrued management fee 199,943 36,391
Deferred management and
disposition fees 1,646,212 1,251,998
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Total liabilities 1,941,086 1,410,894
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Commitments to fund real estate
investments
Partners' capital (deficit):
Limited partners ($616 per
unit; 160,000 units
authorized, 82,228
units issued and outstanding) 38,721,368 39,354,545
General partners (34,228) (27,832)
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Total partners' capital 38,687,140 39,326,713
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$40,628,226 $40,737,607
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(See accompanying notes to unaudited financial statements)
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended Three Months Ended Six Months Ended
June 30, 1999 June 30, 1999 June 30, 1998 June 30, 1998
------------------ ---------------- ------------------ ----------------
INVESTMENT ACTIVITY
Property rentals $ 933,692 $1,944,408 $1,094,393 $2,013,800
Interest income on loan to
ground lessor 33,738 67,832 35,634 71,890
Property operating expenses (231,504) (499,721) (223,951) (480,720)
Ground rent expense (97,500) (195,000) (97,500) (195,000)
Depreciation and amortization (197,560) (485,180) (237,868) (473,293)
--------- ---------- ---------- ----------
440,866 832,339 570,708 936,677
Joint venture earnings 118,693 218,952 113,062 199,434
--------- ---------- ---------- ----------
Total real estate operations 559,559 1,051,291 683,770 1,136,111
Gain on sale of wholly-owned property 107,705 107,705 - -
--------- ---------- ---------- ----------
Total real estate activity 667,264 1,158,996 683,770 1,136,111
Interest on cash equivalents
and short-term investments 84,404 188,056 133,195 268,071
--------- ---------- ---------- ----------
Total investment activity 751,668 1,347,052 816,965 1,404,182
--------- ---------- ---------- ----------
Three Months Ended Six Months Ended Three Months Ended Six Months Ended
June 30, 1999 June 30, 1999 June 30, 1998 June 30, 1998
------------------ ---------------- ------------------ ----------------
Portfolio Expenses
Management fee 199,943 282,171 72,877 145,754
General and administrative 69,038 137,139 73,958 141,638
-------- -------- -------- ----------
268,981 419,310 146,835 287,392
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Net Income $482,687 $927,742 $670,130 $1,116,790
======== ======== ======== ==========
Net income per weighted average
limited partnership unit $ 5.81 $ 11.17 $ 8.06 $ 13.43
======== ======== ======== ==========
Cash distributions per
limited partnership unit
outstanding for the entire
period $ 10.01 $ 18.87 $ 8.86 $ 20.55
======== ======== ======== ==========
Weighted average number of limited
partnership units outstanding
during the period 82,228 82,228 82,336 82,336
======== ======== ======== ==========
(See accompanying notes to unaudited financial statements)
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
Three Months Ended Six Months Ended Three Months Ended Six Months Ended
June 30, 1999 June 30, 1999 June 30, 1998 June 30, 1998
---------------------- ---------------------- ---------------------- ----------------------
General Limited General Limited General Limited General Limited
Partners Partners Partners Partners Partners Partners Partners Partners
-------- ----------- -------- ----------- -------- ----------- -------- -----------
Balance at
beginning of
period $(30,740) $39,066,609 $(27,832) $39,354,545 $(11,918) $40,991,642 $ (6,663) $41,511,957
Cash
distributions (8,314) (823,102) (15,673) (1,551,642) (7,369) (729,497) (17,091) (1,692,005)
Net income 4,826 477,861 9,277 918,465 6,701 663,429 11,168 1,105,622
-------- ----------- -------- ----------- -------- ---------- -------- -----------
Balance at
end of period $(34,228) $38,721,368 $(34,228) $38,721,368 $(12,586) $40,925,574 $(12,586) $40,925,574
======== =========== ======== =========== ======== =========== ======== ===========
(See accompanying notes to unaudited financial statements)
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
SUMMARIZED STATEMENT OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
-------------------------
1999 1998
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Net cash provided by operating activities $ 1,427,415 $ 1,630,404
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Cash flows from investing activities:
Deferred disposition fees 353,100 -
Investment in property (5,813) (344,698)
Decrease in short-term investments, net - 4,362,030
Repayment of loan to ground lessor 38,931 35,680
Net proceeds from sale of property 11,214,285 -
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Net cash provided by
investing activities 11,600,503 4,053,012
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Cash flows from financing activities:
Distributions to partners (1,567,315) (1,709,096)
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Net cash used in financing
activities (1,567,315) (1,709,096)
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Net increase in cash and
cash equivalents 11,460,603 3,974,320
Cash and cash equivalents:
Beginning of period 7,220,155 6,303,386
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End of period $18,680,758 $10,277,706
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(See accompanying notes to unaudited financial statements)
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
NOTES TO UNAUDITED FINANCIAL STATEMENTS (Unaudited)
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the Partnership's
financial position as of June 30, 1999 and December 31, 1998 and the results of
its operations, its cash flows and partners' capital (deficit) for the three and
six month periods ended June 30, 1999 and 1998. These adjustments are of a
normal recurring nature.
See notes to financial statements included in the Partnership's 1998 Annual
Report on Form 10-K for additional information relating to the Partnership's
financial statements.
NOTE 1 - ORGANIZATION AND BUSINESS
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New England Pension Properties V; A Real Estate Limited Partnership (the
"Partnership") is a Massachusetts limited partnership organized for the purpose
of investing primarily in newly constructed and existing income producing real
properties. It primarily serves as an investment for qualified pension and
profit sharing plans and other entities intended to be exempt from federal
income tax. The Partnership commenced operations in May, 1987 and acquired the
four real estate investments it currently owns prior to the end of 1989. The
Partnership intends to dispose of its investments within eight to twelve years
of their acquisition, and then liquidate. The Partnership has engaged AEW Real
Estate Advisors, Inc. (the "Advisor") to provide asset management services.
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 $187,007 and $124,302 at June 30, 1999 and
December 31, 1998, respectively.
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
NOTE 2 - REAL ESTATE JOINT VENTURES
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The following summarized financial information is presented in the
aggregate for the Partnership's remaining joint venture:
Assets and Liabilities
June 30, 1999 December 31, 1998
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Assets
Real property, at cost less
accumulated depreciation
of $1,958,577 and $1,829,627,
respectively $15,987,010 $15,881,624
Other 545,412 742,813
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16,532,422 16,624,437
Liabilities 126,690 264,579
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Net Assets $16,405,732 $16,359,858
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Results of Operations
Six Months Ended June 30,
------------------------
1999 1998
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Revenue
Rental income $1,111,421 $1,028,012
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1,111,421 1,028,012
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Expenses
Operating expenses 264,597 245,180
Depreciation and amortization 128,950 128,950
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393,547 374,130
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Net income $ 717,874 $ 653,882
========== ==========
Liabilities and expenses exclude amounts owed and attributable to the
Partnership and its affiliate on behalf of their financing arrangements with the
joint venture.
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
NOTE 3 - PROPERTY
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The Puente Street investment was sold on June 25, 1999. The buyer had been
employed by the Partnership as the property manager for this property at the
time of the sale. The Partnership received net proceeds of $11,567,385 and
recognized a gain of $107,705 ($1.30 per limited partnership unit). A
disposition fee of $353,100 was accrued but not paid to the Advisor. On July
29, 1999, the Partnership made a capital distribution of $11,018,552 ($134 per
limited partnership unit) from the proceeds. In addition, a portion of the
proceeds was used to pay previously accrued but deferred management fees of
$234,897 to the Advisor.
In early November 1998, a Purchase and Sale Agreement was executed by the
Partnership to sell the Waters Landing II investment. Although there can be no
assurance that this sale will occur, it is expected to be concluded during the
fourth quarter of 1999. This investment is classified as Property Held for
Disposition on the Balance Sheet.
In July 1999, a Purchase and Sale Agreement was executed by the Partnership
to sell the Dahlia investment. Although there can be no assurance that this
sale will occur, it is expected to be concluded during the third quarter of
1999.
The following is a summary of the Partnership's investments in property
(three at June 30, 1999 and four at December 31, 1998):
June 30, 1999 December 31, 1998
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Land $ 1,367,969 $ 5,953,466
Building and improvements 14,124,604 24,964,136
Accumulated depreciation (2,313,925) (3,664,791)
Investment valuation allowance - (3,500,000)
Loan to ground lessor 1,485,985 1,524,916
Lease commissions and other
assets, net 655,950 1,576,883
Accounts receivable 385,443 551,538
Accounts payable (107,255) (224,371)
Property held for disposition 1,491,742 1,491,742
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$17,090,513 $28,673,519
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At June 30, 1999, a reclassification adjustment was made between the "Land"
and "Investment valuation allowance" line items above from December 31. 1998.
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
NOTE 4 - SUBSEQUENT EVENT
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Distributions of cash from operations relating to the quarter ended June
30, 1999 were made on July 29, 1999 in the aggregate amount of $831,416.44
($10.01 per limited partnership unit.) In addition, a special operating
distribution was made at this time from operating cash flow reserves in the
amount of $1,190,230 ($14.33 per limited partnership unit).
As discussed above, on July 29, 1999, the Partnership made a capital
distribution of $11,018,552 ($134 per limited partnership unit) from the
proceeds of the Puente Street property. The Partnership also paid previously
accrued but deferred management fees to the Advisor in the amount of $234,897
from proceeds of the Puente Street property sale.
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
- -------------------------------
The Partnership completed its offering of limited partnership units in
December 1988. A total of 83,291 units were sold. The Partnership received
proceeds of $74,895,253, net of selling commissions and other offering costs,
which have been used for investment in real estate, for the payment of related
acquisition costs and for working capital reserves. The Partnership made nine
real estate investments, five of which have been sold: two in 1994, two in 1997
and one in 1999. As a result of the sales, capital of $31,646,076 has been
returned to the limited partners through June 30, 1999. The adjusted capital
contribution was reduced from $1,000 to $952 per unit in 1994, to $924 in 1995,
and then to $616 in 1997.
At June 30, 1999, the Partnership had $18,680,758 in cash and cash
equivalents, of which $831,416 was used for operating cash distributions to
partners on July 29, 1999. An operating distribution from cash previously held
in reserves of $1,190,230 and a capital distribution of $11,018,552 from the
sale of Puente Street were also made at this time. In addition, previously
accrued management fees of $234,897 were paid to the Advisor. 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 and cash
distributions to partners will be cash generated by the Partnership's invested
cash and cash equivalents and real estate investments. Distributions of cash
from operations relating to the first two quarters of 1999 were made at the
annualized rate of 6.50% on the adjusted capital contribution of $616.
Distributions of cash from operations relating to the first and second quarters
of 1998 were made at the annualized rate of 5.75% on the adjusted capital
contribution of $616. The distribution rate was increased due to the increase
in operational cash flow from properties in 1999.
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 $187,007 and $124,302 at June 30, 1999 and
December 31, 1998, respectively. Through June 30, 1999, the Partnership had
repurchased and retired 1,063 limited partnership units for an aggregate cost of
$942,188.
The carrying value of real estate investments in the financial statements
is at depreciated cost, or if the investment's carrying value is determined not
to be recoverable through expected undiscounted future cash flows, the carrying
value is reduced to estimated fair market value. The fair market value of such
investments is further reduced by the estimated cost of sale for properties held
for sale. Carrying value may be greater or less than current appraised value.
At June 30, 1999, the appraised values of certain investments exceeded their
related carrying values by an aggregate of $4,400,000. 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
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
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.
Year 2000 Readiness Disclosure
- ------------------------------
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 concluded the internal testing,
remediation/repair and certifications of its Plan in June 1999.
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 is developing a contingency plan in the event of a
particular provider or system not being Year 2000 compliant. 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. Given the nature of its operations, the Partnership will
not incur any costs associated with Year 2000 compliance. All such costs are
borne by AEW Capital Management and the property managers.
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
Results of Operations
- ---------------------
Santa Rita Plaza, Dahlia, and Waters Landing II are wholly-owned
properties. Puente Street, which was sold in June 1999, was also a wholly-owned
property. Columbia Gateway Corporate Park is structured as a joint venture with
an affiliate of the Partnership.
Operating Factors
Occupancy at Columbia Gateway Corporate Park has been 100% since the first
quarter of 1998.
The Puente Street investment was sold on June 25, 1999 and the Partnership
recognized a gain of $107,705. The property was 100% leased at the time of
sale.
In November 1998, a Purchase and Sale Agreement was executed by the
Partnership to sell the Waters Landing II investment. Although there can be no
assurance that this sale will occur, it is anticipated to be concluded during
the fourth quarter of 1999.
Occupancy at the Dahlia property has been 100% since the first quarter of
1994. In July 1999, a Purchase and Sale Agreement was executed by the
Partnership to sell this investment. Although there can be no assurance that
this sale will occur, it is anticipated to be concluded during the third quarter
of 1999.
Occupancy at Santa Rita Plaza during the second quarter of 1999 was 96%,
down slightly from 97% at June 30, 1998.
Investment Activity
Interest on cash equivalents and short-term investments for the three and
six months ended June 30, 1999 was $84,404 and $188,056, respectively, compared
to $133,195 and $268,071 for the same periods in 1998. The decreases of
approximately $48,791 and $80,015 for the respective three and six month periods
are due to lower average investment balances as a result of both cash
contributions to the investments throughout 1998 and the distribution of
operational cash reserves made in October 1998.
For the three and six month periods ended June 30, 1999, real estate
operations were $559,559 and $1,051,291, respectively, compared to $683,770 and
$1,136,111 for the same periods in 1998. The comparative three month decrease
of $124,211 is primarily due to a non-recurring payment of approximately
$153,000 received from a former tenant at Dahlia that was recorded as income in
1998. This decrease was offset by improved operating results at Puente Street
due to an increase in rents as a result of the commencement of a 10-year lease
in November 1998, as well as a decrease in depreciation and amortization expense
as a result of sale. The comparative overall six month decrease in real estate
operations of $84,820 is due to the three month decrease formerly mentioned,
offset by improved rental income at Dahlia that resulted from the re-lease of
space during second quarter of 1998 at a higher rate.
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
Cash flow from operations decreased by approximately $203,000 between the
first six months of 1998 and 1999. This decrease is attributable to both the
decrease in real estate operations discussed above and the sale of the Puente
Street investment in June 1999.
Portfolio Expenses
The Partnership management fee is 9% of distributable cash flow from
operations after any increase or decrease in working capital reserves as
determined by the managing general partner. General and administrative expenses
consist primarily of real estate appraisal, printing, legal, accounting and
investor servicing fees.
The Partnership management fee increased between both the three and six
month periods ended June 30, 1998 and 1999, due to both the increase in
distributable operational cash flow and the distribution from operational cash
reserves made in 1999. During the respective three and six month periods of
1998 and 1999, general and administrative expenses decreased approximately
$4,900 or 7% and $4,500 or 3%. The decreases are due primarily to lower
accounting fees as a result of price negotiations and lower appraisal expenses
resulting from the anticipated sales of three assets in 1999.
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED JUNE 30, 1999
PART II
OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K
a. Exhibits: (27) Financial Data Schedule
b. Reports on Form 8-K: No current reports on Form 8-K
were filed during the quarter ended June 30, 1999.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
(Registrant)
August 13, 1999
/s/ Alison Husid Cutler
-------------------------------
Alison Husid Cutler
President, Chief Executive Officer
and Director of Managing General Partner
Fifth Copley Corp.
August 13, 1999
/s/ Karin J. Lagerlund
--------------------------------
Karin J. Lagerlund
Principal Financial and Accounting
Officer of Managing General Partner,
Fifth Copley Corp.