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, 1999 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, 1999
PART I
FINANCIAL INFORMATION
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NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
BALANCE SHEETS
September 30, 1999 December 31, 1998
(Unaudited) (Audited)
------------------- ------------------
ASSETS
Real estate investments:
Joint ventures $ 4,301,103 $15,666,643
Property, net - 9,106,457
----------- -----------
4,301,103 24,773,100
Joint venture, held for disposition 11,506,397 -
Other net assets 146,489 -
Cash and cash equivalents 18,656,254 5,932,931
----------- -----------
$34,610,243 $30,706,031
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 155,839 $ 145,103
Accrued management fee 146,719 32,314
Deferred management and
disposition fees 4,680,003 4,229,398
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Total liabilities 4,982,561 4,406,815
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Partners' capital (deficit):
Limited partners ($422
per unit; 120,000 units
authorized, 94,997 units
issued and outstanding) 29,637,112 26,341,929
General partners (9,430) (42,713)
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Total partners' capital 29,627,682 26,299,216
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$34,610,243 $30,706,031
=========== ===========
(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, 1999 September 30, 1999 September 30, 1998 September 30, 1998
------------------ ------------------ ------------------ ------------------
INVESTMENT ACTIVITY
Property rentals $ 453,427 $1,480,349 $ 818,051 $ 2,470,616
Property operating expenses (336,881) (889,448) (353,870) (1,056,101)
Depreciation and amortization - (83,830) (156,619) (465,430)
---------- ---------- ---------- -----------
116,546 507,071 307,562 949,085
Joint venture earnings 610,712 1,430,398 421,516 1,148,145
Amortization (1,327) (3,981) (1,327) (3,981)
---------- ---------- ---------- -----------
Total real estate operations 725,931 1,933,488 727,751 2,093,249
Gain on sale of Property 3,474,005 3,474,005 3,756,918 3,756,918
---------- ---------- ---------- -----------
Total real estate activity 4,199,936 5,407,493 4,484,669 5,850,167
Interest on cash equivalents
and short term investments 80,065 220,374 99,913 274,662
---------- ---------- ---------- -----------
Total investment activity 4,280,001 5,627,867 4,584,582 6,124,829
---------- ---------- ---------- -----------
Portfolio Expenses
Management fee 146,719 261,930 132,294 269,143
General and administrative 72,468 219,092 74,594 245,817
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219,187 481,022 206,888 514,960
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Net Income $4,060,814 $5,146,845 $4,377,694 $ 5,609,869
========== ========== ========== ===========
Net income per limited partnership
unit $ 42.32 $ 53.64 $ 45.62 $ 58.46
========== ========== ========== ===========
Cash distributions per
limited partnership unit $ 6.07 $ 18.95 $ 7.21 $ 22.82
========== ========== ========== ===========
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, 1999 September 30, 1999 September 30, 1998 September 30, 1998
----------------------- -------------------------- ------------------------ -----------------------
General Limited General Limited General Limited General Limited
Partners Partners Partners Partners Partners Partners Partners Partners
-------- -------- -------- -------- -------- -------- -------- --------
Balance at
beginning of
period $(44,213) $26,193,538 $(42,713) $26,341,929 $ (69,984) $33,331,839 $(67,328) $33,594,888
Cash
distributions (5,825) (576,632) (18,185) (1,800,194) (6,918) (684,928) (21,896) (2,167,830)
Net income 40,608 4,020,206 51,468 5,095,377 43,777 4,333,917 56,099 5,553,770
-------- ----------- -------- ----------- -------- ----------- -------- -----------
Balance at
end of period $ (9,430) $29,637,112 $ (9,430) $29,637,112 $(33,125) $36,980,828 $(33,125) $36,980,828
======== =========== ======== =========== ======== =========== ======== ===========
(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,
--------------------------------
1999 1998
--------------------------------
Net cash provided by operating activities $ 1,768,650 $ 2,263,754
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Cash flows from investing activities:
Net proceeds from sale of investment 12,380,052 9,433,100
Deferred disposition fee 393,000 297,000
Loan repayment by joint venture partner -- 136,437
Investment in property -- (64,811)
Decrease in short-term investments, net -- 2,838,711
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Net cash provided by investing activities 12,773,052 12,640,437
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Cash flows from financing activity:
Distributions to partners (1,818,379) (2,189,726)
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Net increase in cash and cash equivalents 12,723,323 12,714,465
Cash and cash equivalents:
Beginning of period 5,932,931 4,017,473
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End of period 18,656,254 16,731,938
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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, 1999 and December 31, 1998 and the
results of its operations, its cash flows and partners' capital (deficit) for
the three and nine months ended September 30, 1999 and 1998. These adjustments
are of a normal recurring nature.
See notes to audited 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 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 two real estate investments it currently owns prior to the end of
1987. The Partnership intended to dispose of the investments within eight to
twelve years of their acquisition, and then liquidate; however, the managing
general partner has extended the investment period, having determined it 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 advisory
services.
NOTE 2 - REAL ESTATE JOINT VENTURES
- -----------------------------------
The following summarized financial information is presented in the
aggregate for the Partnership's two joint ventures.
Assets and Liabilities
----------------------
September 30, 1999 December 31, 1998
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Assets
Real property, at cost less
accumulated depreciation
of $1,001,601 and
$2,743,676, respectively $ 3,925,065 $19,830,637
Joint venture held for disposition 16,674,900 --
Other 50,123 888,075
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20,650,088 20,718,712
Liabilities 29,638 339,188
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Net Assets $20,620,450 $20,379,524
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NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
Results of Operations
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Nine Months ended September 30,
-------------------------------
1999 1998
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Revenue
Rental income $2,558,706 $2,179,072
Other income 74,655 16,652
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2,633,361 2,195,724
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Expenses
Operating expenses 518,458 461,612
Depreciation and amortization 280,977 280,977
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799,435 742,589
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Net income $1,833,926 $1,453,135
========== ==========
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.
In November 1999, a Purchase and Sale agreement was executed to sell the
Columbia Gateway Corporate Park. Although there can be no assurance that this
sale will occur, it is expected to be concluded during the first quarter of
2000. This investment has been classified as Joint Venture Held for Disposition
at September 30, 1999. Earnings recognized by the Partnership from this joint
venture for the three and nine month periods ended September 30, 1999 were
$420,592 and $919,514, respectively.
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 an 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.
On September 23, 1999, the Reflections Apartments in Fort Myers, Florida
was sold to a third party which is unaffiliated with the Partnership. The gross
sale price was $13,100,000. The Partnership received net proceeds totaling
$12,773,052, after closing costs and recognized a gain of $3,474,005 ($36.20 per
limited partnership unit). A disposition fee of $393,000 was accrued but not
paid to the Advisor. On October 28, 1999, the Partnership
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
made a capital distribution of $12,522,505 ($131.82 per limited partnership
unit) from the proceeds of the sale.
The following is a summary of the Partnership's wholly-owned investment:
September 30, 1999 December 31, 1998
------------------ ------------------
Land $ - $1,538,883
Buildings and improvements
and other capitalized costs - 8,383,001
Accumulated depreciation and
amortization - (932,007)
Net operating assets - 116,580
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$ - $9,106,457
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NOTE 4 - SUBSEQUENT EVENT
- -------------------------
Distributions of cash from operations relating to the quarter ended
September 30, 1999 were made on October 28, 1999 in the aggregate amount of
$632,354 ($6.59 per limited partnership unit). In addition, a special operating
distribution was made on October 28, 1999 funded from operating reserves
totaling $851,135 ($8.87 per limited partnership unit). In accordance with the
Partnership Agreement, the Partnership also paid previously accrued but deferred
management fees to the Advisor in the amount of $682,100, funded from operating
cash flow reserves. As discussed above, the Partnership also made a capital
distribution of $12,522,505 ($131.82 per limited partnership unit) from the
proceeds of the Reflections Apartments 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. Seven investments have been sold: one each in 1988, 1993,
1994, 1996, 1997, 1998 and 1999. As a result of the sales, capital of
$54,908,266 ($578 per limited partnership unit) has been returned to the limited
partners through September 30, 1999.
At September 30, 1999, the Partnership had $18,656,254 in cash and cash
equivalents, of which $14,005,994 was used for cash distributions to partners on
October 28, 1999; 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 1999 were made at the annualized rate of 5.75% on the
adjusted capital contribution of $422 per limited partnership unit.
Distributions of cash from operations for the third quarter of 1999 were made at
the annualized rate of 6.25% on the adjusted capital contribution of $422 per
limited partnership unit. Distributions of cash from operations relating to the
first and second quarters of 1998 were made at the annualized rate of 5.5% on
the adjusted capital contribution of $524 per limited partnership unit.
Distributions of cash from operations for the third quarter of 1998 were made at
the annualized rate of 6% on the adjusted capital contribution of $524 per
limited partnership unit. The fluctuation in distribution rates are a result of
both the sales of the Partnership's real estate investments and the timing of
cash flow from the Partnership's real estate investments held at the time of the
distributions.
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 of sale for properties
held for sale. Carrying value may be greater or less than current appraised
value. At September 30, 1999, appraised values exceeded the related carrying
values by an aggregate of approximately $2,200,000. 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.
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.
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
The Partnership relies on AEW Capital Management L.P. ("AEW Capital
Management"), the parent of the Advisor, 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.
. AEW Capital Management successfully participated in industry-wide testing
in August 1999.
. AEW Capital Management believes it is ready for Year 2000. AEW Capital
Management has advised the Partnership that being ready means that AEW
Capital Management has tested its internal mission critical systems and
software applications, and based upon testing conducted, AEW Capital
Management believes that such systems and applications are prepared to
process dates correctly through the Year 2000.
Based upon these assurances, the Partnership has determined that it is not
necessary for it to develop a Year 2000 contingency plan.
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 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.
Results of Operations
- ---------------------
At September 30, 1999, the two investments in the portfolio are structured
as joint ventures, one with a real estate development/management firm, the other
with an affiliate of the Partnership. Reflections Apartments, which was sold in
September 1999, was a wholly-owned property.
Operating Factors
In November 1999, a Purchase and Sale Agreement was executed by the
Partnership to sell the Columbia Gateway Corporate Park. Although there can be
no assurance that this sale will occur, it is anticipated to be concluded during
the first quarter of 2000. Columbia Gateway Corporate Park was 100% occupied at
September 30, 1999 and September 30, 1998.
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
Occupancy at 270 Technology Center was 100% at September 30, 1999 and
September 30, 1998.
At the time of the sale, occupancy at Reflections Apartments was 94%, up
from 92% at September 30, 1998. As discussed above, the Reflections Apartments
was sold on September 23, 1999, and the Partnership recognized a gain of
$3,474,005.
Metro Business Center was sold on September 23, 1998 and the Partnership
recognized a gain of $3,706,950. At the time of sale the property was 100%
leased.
Investment Activity
Interest on cash equivalents and short-term investments for the three and
nine months ended September 30, 1999, was $80,065 and $220,374, respectively,
compared to $99,913 and $274,662 for the same periods in 1998. The decreases of
approximately $20,000 and $54,000, or 20%, for the comparative three and nine
month periods are primarily due to lower average investment balances in 1999 as
a result of the sale of Metro Business Park in September 1998.
For the three and nine months ended September 30, 1999, operating results
from real estate operations were $725,931 and $1,933,488, respectively, compared
to $727,751 and $2,093,249 for the comparable periods in 1998. The decreases of
$1,820 and $159,761 for the comparative three and nine month periods are
primarily due to the sale of Metro Business Center in September 1998. These
decreases are partially offset by an increase in operating performance at
Columbia Gateway attributable to decreases in rent concessions and the recovery
of the prior year write off of bad debt. Operating performance at 270 Technology
Center improved as well due to fewer rent concessions in 1999 and higher
occupancy.
Operating cash flow decreased $495,104 between the nine months ended
September 30, 1998 and September 30, 1999 primarily as a result of the sale of
Metro Business Center in September 1998.
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, 1999, management fees
were $146,719 and $261,930, respectively, compared to $132,294 and $269,143 for
the comparable periods in 1998. The increase of approximately $14,000 for the
respective three month periods is due to a special distribution from operating
reserves for the three months ended September 30, 1999. Management fees
decreased during the respective nine month periods due to lower overall cash
distributions.
General and administrative expenses for the three and nine months ended
September 30, 1999 were $72,468 and $219,092, respectively, compared to $74,594
and $245,817 for the same periods in 1998. Expenses for the comparable three
month periods remained relatively unchanged. The decrease of approximately
$27,000, or 11%, for the comparable nine month periods is primarily due to
decreases in legal, printing and appraisal fees.
NEW ENGLAND LIFE PENSION PROPERTIES IV;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 1999
PART II
OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K
a. Exhibits: None.
b. Reports on Form 8-K: No Current Reports on Form 8-K were filed
during the quarter ended September 30, 1999.
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 12, 1999
/s/ Alison Husid Cutler
-------------------------------------------
Alison Husid Cutler
President, Chief Executive Officer
and Director of the Managing General Partner,
Fourth Copley Corp.
November 12, 1999
/s/ Karin J. Lagerlund
-------------------------------------------
Karin J. Lagerlund
Principal Financial and Accounting
Officer of Managing General Partner,
Fourth Copley Corp.