SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1995
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-13233
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BALCOR PENSION INVESTORS-V
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(Exact name of registrant as specified in its charter)
Illinois 36-3254673
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 267-1600
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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
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BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1995 and December 31, 1994
(Unaudited)
ASSETS
1995 1994
--------------- ---------------
Cash and cash equivalents $ 20,126,673 $ 16,045,584
Escrow deposits - restricted 402,284 384,625
Accounts and accrued interest receivable 742,833 604,189
Prepaid expenses 303,713
Deferred expenses, net of accumulated
amortization of $247,817 in 1995 and
$302,661 in 1994 163,331 349,054
--------------- ---------------
21,738,834 17,383,452
--------------- ---------------
Investment in loans receivable:
Loans receivable - wrap-around, first
and junior mortgages 33,134,096 45,975,827
Investment in acquisition loan 8,465,057 8,517,335
Less:
Loans payable - underlying mortgages 2,788,336 3,998,692
Allowance for potential loan losses 5,957,614 5,957,614
--------------- ---------------
Net investment in loans receivable 32,853,203 44,536,856
Real estate held for sale (net of
allowance of $5,737,890 in 1995
and $6,055,000 in 1994) 49,208,550 51,051,376
Investment in joint ventures - affiliates 4,524,519 5,004,625
--------------- ---------------
86,586,272 100,592,857
--------------- ---------------
$ 108,325,106 $ 117,976,309
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL
Accounts and accrued interest payable $ 179,057 $ 229,664
Due to affiliates 50,485 136,543
Other liabilities, principally escrow
deposits and accrued real estate taxes 1,253,209 998,713
Security deposits 484,325 356,629
--------------- ---------------
Total liabilities 1,967,076 1,721,549
Partners' capital (439,305 Limited
Partnership Interests issued
and outstanding) 106,358,030 116,254,760
--------------- ---------------
$ 108,325,106 $ 117,976,309
=============== ===============
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1995 and 1994
(Unaudited)
1995 1994
--------------- ---------------
Income:
Interest on loans receivable, and from
investment in acquisition loan $ 4,693,199 $ 6,351,967
Less interest on loans payable -
underlying mortgages 203,041 385,722
--------------- ---------------
Net interest income on loans receivable 4,490,158 5,966,245
Income from operations of real estate
held for sale 4,420,405 2,734,275
Interest on short-term investments 889,962 509,852
Participation income 859,526
Prepayment premiums 315,000
--------------- ---------------
Total income 10,975,051 9,210,372
--------------- ---------------
Expenses:
Participation in loss (income) of
joint ventures-affiliates 317,297 (371,412)
Amortization of deferred expenses 185,723 106,599
Administrative 822,079 938,543
--------------- ---------------
Total expenses 1,325,099 673,730
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Income before equity in loss from
investment in acquisition loan 9,649,952 8,536,642
Equity in loss from investment
in acquisition loan (52,278) (57,783)
--------------- ---------------
Net income $ 9,597,674 $ 8,478,859
=============== ===============
Net income allocated to General Partner $ 959,767 $ 847,886
=============== ===============
Net income allocated to Limited Partners $ 8,637,907 $ 7,630,973
=============== ===============
Net income per Limited Partnership
Interest (439,305 issued and outstanding)$ 19.66 $ 17.37
=============== ===============
Distributions to General Partner $ 1,561,974 $ 829,799
=============== ===============
Distributions to Limited Partners $ 17,932,430 $ 8,632,343
=============== ===============
Distributions per Limited
Partnership Interest $ 40.82 $ 19.65
=============== ===============
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1995 and 1994
(Unaudited)
1995 1994
--------------- ---------------
Income:
Interest on loans receivable, and from
investment in acquisition loan $ 1,091,281 $ 1,893,278
Less interest on loans payable -
underlying mortgages 40,234 88,829
--------------- ---------------
Net interest income on loans receivable 1,051,047 1,804,449
Income from operations of real estate
held for sale 1,242,818 894,927
Interest on short-term investments 261,703 179,493
Participation income 4,285
--------------- ---------------
Total income 2,559,853 2,878,869
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Expenses:
Participation in loss (income) of
joint ventures-affiliates 457,215 (90,270)
Amortization of deferred expenses 15,119 11,040
Administrative 282,406 309,200
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Total expenses 754,740 229,970
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Income before equity in loss from
investment in acquisition loan 1,805,113 2,648,899
Equity in loss from investment
in acquisition loan (17,426) (19,261)
--------------- ---------------
Net income $ 1,787,687 $ 2,629,638
=============== ===============
Net income allocated to General Partner $ 178,769 $ 262,964
=============== ===============
Net income allocated to Limited Partners $ 1,608,918 $ 2,366,674
=============== ===============
Net income per Limited Partnership
Interest (439,305 issued and outstanding)$ 3.66 $ 5.39
=============== ===============
Distribution to General Partner $ 1,122,668 $ 195,247
=============== ===============
Distribution to Limited Partners $ 13,978,685 $ 1,757,220
=============== ===============
Distribution per Limited
Partnership Interest $ 31.82 $ 4.00
=============== ===============
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1995 and 1994
(Unaudited)
1995 1994
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Operating activities:
Net income $ 9,597,674 $ 8,478,859
Adjustments to reconcile
net income to net cash
provided by operating activities:
Equity in loss from investment in
acquisition loan 52,278 57,783
Participation in loss (income) of
joint ventures - affiliates 317,297 (371,412)
Amortization of deferred expenses 185,723 106,599
Accrued interest income due at maturity (478,441) (662,301)
Collection of interest income due
at maturity 2,591,071 87,069
Net change in:
Escrow deposits - restricted (17,659) (621,475)
Accounts and accrued
interest receivable (277,826) 47,233
Prepaid expenses (303,713)
Accounts and accrued interest payable (50,607) (75,898)
Due to affiliates (86,058) 124,941
Other liabilities 254,496 988,051
Security deposits 127,696 62,126
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Net cash provided by operating activities 11,911,931 8,221,575
--------------- ---------------
Investing activities:
Capital contributions to joint
venture - affiliate (142,109)
Distributions from joint
ventures - affiliates 304,918 540,097
Collection of principal payments on
loans receivable 9,809,272 286,241
Improvements to real estate (412,704) (308,389)
Proceeds from sale of real estate 2,570,208
Costs incurred in connection with the
sale of real estate (175,495)
--------------- ---------------
Net cash provided by investing activities 11,954,090 517,949
--------------- ---------------
Financing activities:
Distributions to Limited Partners (17,932,430) (8,632,343)
Distributions to General Partner (1,561,974) (829,799)
Principal payments on loans payable -
underlying mortgages (290,528) (380,429)
Repayment of loans payable -
underlying mortgages (4,689,871)
Principal payments on mortgage notes
payable (4,004)
Repayment of mortgage note payable (2,241,349)
--------------- ---------------
Net cash used in financing activities (19,784,932) (16,777,795)
--------------- ---------------
Net change in cash and cash equivalents 4,081,089 (8,038,271)
Cash and cash equivalents at
beginning of period 16,045,584 23,623,906
--------------- ---------------
Cash and cash equivalents at end of period $ 20,126,673 $ 15,585,635
=============== ===============
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
Several reclassifications have been made to the previously reported 1994
statements to conform with the classifications used in 1995, including mortgage
servicing fees which have been reclassified and are included in administrative
expenses during 1995. These reclassifications have not changed the 1994
results. In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the nine months
and quarter ended September 30, 1995, and all such adjustments are of a normal
and recurring nature.
2. Interest Expense:
During the nine months ended September 30, 1994, the Partnership incurred and
paid interest expense on mortgage notes payable for properties held for sale of
$34,585.
3. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates for the
nine months and quarter ended September 30, 1995 are:
Paid
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Nine Months Quarter Payable
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Mortgage servicing fees $ 74,314 $18,510 $ 5,751
Reimbursement of expenses to
the General Partner, at cost: 266,836 27,148 44,734
4. Sale of Real Estate:
In March 1995, the Partnership sold the Comerica Office Building in an all cash
sale for $2,570,208, net of a $379,792 credit against the sale price for tenant
improvements to be completed by the purchaser. The carrying value of the
property was $2,711,823. From the proceeds of the sale, the Partnership paid
$147,500 to an unaffiliated party as a sales commission and $27,995 in other
closing costs. The Partnership recognized a loss of $317,110, which was
written-off against the Partnership's previously established allowance for
potential losses.
5. Real Estate Held for Sale:
The Partnership acquired the Villa Medici Apartments through foreclosure in
March 1995. The property was classified as real estate held for sale as of
December 31, 1994. The Partnership recorded the fair value of the property at
$9,382,780. In addition, the Partnership reduced the basis of the property by
$115,493 for certain receivables, escrows, and costs recognized in connection
with the foreclosure. The property was transferred to real estate held for sale
at its fair value.
6. Investment in Joint Venture - Affiliates:
The Partnership and three affiliates previously funded a $23,000,000 loan on
the 45 West 45th Street Office Building. In February 1995, the participants
received title to the property through foreclosure. The Partnership owns a
21.74% joint venture interest in the property.
7. Subsequent Event:
In October 1995, the Partnership made a distribution of $10,402,742 ($23.68 per
Interest) to the holders of Limited Partnership Interests representing a
regular quarterly distribution of available Cash Flow of $5.00 per Interest for
the third quarter of 1995, and a special distribution from Mortgage Reductions
of $18.68 per Interest from the Club Wildwood, Four Seasons and Pointe West
mobile home park loan prepayments.
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Pension Investors-V (the "Partnership") is a limited partnership formed
in 1983 to invest in wrap-around mortgage loans and first mortgage loans and,
to a lesser extent, other junior mortgage loans. The Partnership raised
$219,652,500 from sales of Limited Partnership Interests and utilized these
proceeds to fund thirty-four loans. Currently, there are five loans outstanding
in the Partnership's portfolio, and the Partnership is operating eight
properties acquired through foreclosure and two investments in joint ventures
with affiliates.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1994 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Net Income
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In connection with the repayment of three wrap-around mortgage loans in June
1995, the Partnership received additional interest and participation income.
This along with improved operations at certain of the Partnership's properties
resulted in increased net income for the nine months ended September 30, 1995
as compared to 1994. The Partnership recognized its share of the decline in
the fair value of the 45 West 45th Street Office Building during the quarter
ended September 30, 1995. This, along with the March 1995 foreclosure of Villa
Medici Apartments and the three loan repayments in June 1995, resulted in a
decrease in net income for the quarter ended September 30, 1995 as compared to
the same period in 1994. Further discussion of the Partnership's operations is
summarized below.
1995 Compared to 1994
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Unless otherwise noted, discussions of fluctuations between 1995 and 1994 refer
both to the quarter and nine months ended September 30, 1995 and 1994.
Interest income on loans receivable decreased in 1995 as compared to 1994 due
to the foreclosure of the Villa Medici Apartments in March 1995 and the final
interest income payments received on the Cinnamon Square Apartments loan in
1994. This decrease was partially offset by the receipt of additional interest
income in connection with the Club Wildwood, Four Seasons and Pointe West
mobile home park loan prepayments during the second quarter of 1995.
Interest expense on loans payable decreased during 1995 as compared to 1994 due
to the purchase of the Seven Trails West Apartments underlying loan in March
1994.
The Partnership currently has two loans on nonaccrual status which are
collateralized by Fairview Plaza I and II and the Seven Trails West Apartments.
For nonaccrual loans, income is recorded only as cash payments are received
from the borrowers. Original funds advanced by the Partnership for these
nonaccrual loans total approximately $15,080,000. During the nine months ended
September 30, 1995, the Partnership received cash payments totaling
approximately $1,461,000 of net interest income on these two loans. Under the
terms of the original loan agreements, the Partnership would have received
approximately $2,277,000 of net interest income during the nine months ended
September 30, 1995.
Income from operations of real estate held for sale represents net property
operations generated on nine of the properties the Partnership has acquired
through foreclosure. As mentioned below, the Partnership sold the Comerica
Office Building in March 1995. The original funds advanced by the Partnership
total approximately $69,545,000 for the eight remaining real estate
investments. The Partnership foreclosed on the Villa Medici Apartments in March
1995. Additionally, occupancy rates at several of the Partnership's properties
increased while leasing costs decreased at the Harbor Bay Office Building in
1995. As a result, income from operations of real estate held for sale
increased in 1995 as compared to 1994. See Liquidity and Capital Resources
below for further information.
Due to higher Partnership cash balances and interest rates during 1995,
interest income on short-term investments increased in 1995 as compared to
1994.
In connection with the June 1995 prepayments on the Club Wildwood, Four Seasons
and Point West mobile home park loans, the Partnership received participation
income in 1995.
Prepayment premiums totaling $315,000 were received during the second quarter
of 1995 in connection with the prepayments on the Club Wildwood, Four Seasons,
and Point West mobile home park loans.
Participation in joint ventures with affiliates represents the Partnership's
share of the property operations at the Whispering Hills Apartments and the 45
West 45th Street Office Building. The Partnership recognized its share of the
decline in the fair value of the 45 West 45th Street Office Building during the
quarter ended September 30, 1995 which was the primary reason the Partnership
recognized participation in loss of joint ventures during 1995 as compared to
participation in income of joint ventures in 1994.
Allowances are charged to income when the General Partner believes an
impairment has occurred, either in a borrower's ability to repay the loan or in
the value of the collateral property. Determinations of fair value are made
periodically on the basis of performance under the terms of the loan agreement
and assessments of property operations. Determinations of fair value represent
estimations based on many variables which affect the value of real estate,
including economic and demographic conditions. The Partnership did not
recognize a provision for potential losses on its loans or real estate held for
sale during 1995 or 1994. Allowances of $317,110 were written off in
connection with the sale of the Comerica Office Building in March 1995.
As a result of the sale of the Comerica Office Building and the full
amortization of the related deferred expenses, amortization expense increased
during the nine months ended September 30, 1995 as compared to 1994. This
increase was partially offset by the full amortization of deferred expenses
relating to the prepayment of the underlying mortgage loan on Glades on
Ulmerton Apartments in 1994.
Decreases in legal fees, bank charges, mortgage servicing fees and professional
fees resulted in a decrease in administrative expenses during 1995 as compared
to 1994.
Liquidity and Capital Resources
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The cash position of the Partnership increased as of September 30, 1995 as
compared to December 31, 1994. The increase resulted primarily from the
operation of the Partnership's properties held for sale and from the prepayment
of the Club Wildwood, Four Seasons, and Point West mobile home parks loans
receivable and the sale of the Comerica Office Building. These funds were
partially used to make distributions to Limited Partners and the General
Partner. The Partnership also made a special distribution in October 1995 as
described below and has retained cash reserves for anticipated capital
requirements at certain Partnership properties.
The Partnership classifies the cash flow performance of its properties as
either positive, a marginal deficit or a significant deficit. A deficit is
considered to be significant if it exceeds $250,000 annually or 20% of the
property's rental and service income. The Partnership defines cash flow
generated from its properties as an amount equal to the property's revenue
receipts less property related expenditures. None of the properties have any
underlying debt. During the nine months ended September 30, 1995 and 1994, all
of the Partnership's properties generated positive cash flow. The Comerica
Office Building generated positive cash flow prior to its sale in March 1995.
In addition, the properties in which the Partnership holds minority joint
venture interests, the Whispering Hills Apartments and the 45 West 45th Street
Office Building, generated positive cash flow during the nine months ended
September 30, 1995 and 1994. Significant leasing costs were incurred at the 45
West 45th Street Office Building in 1995 and at the Harbor Bay Office Building
in 1994. These items were not included in classifying the cash flow
performance of the properties since they are nonrecurring expenditures. Had
these costs been included, the 45 West 45th Street Office Building would have
generated a significant cash flow deficit in 1995 and the Harbor Bay Office
Building would have generated a marginal cash flow deficit in 1994. As of
September 30, 1995, the occupancy rates of the Partnership's residential
properties ranged from 92% to 98%, and the occupancy rates of the commercial
properties were 88% at the Harbor Bay Office Building and 95% at the Union
Tower Office Building. Many rental markets continue to remain extremely
competitive; therefore, the General Partner's goals are to maintain high
occupancy levels, while increasing rents where possible, and to monitor and
control operating expenses and capital improvement requirements at the
properties.
Because of the weak real estate markets in certain cities and regions of the
country, attributable to local and regional market conditions such as
over-building and recessions in local economies and specific industry segments,
certain borrowers have requested that the Partnership allow prepayment of
mortgage loans. The Partnership has allowed some borrowers to prepay such
loans, in some cases without assessing prepayment premiums, under circumstances
where the General Partner believed that refusing to allow such prepayment would
ultimately prove detrimental to the Partnership in light of the probable
inability of the properties to generate sufficient revenues to keep loan
payments current. In other cases, borrowers have requested prepayment in order
to take advantage of lower available interest rates. In these cases, the
General Partner evaluates the request for prepayment along with the market
conditions on a case by case basis, and in some cases the Partnership collects
substantial prepayment premiums.
Certain borrowers have failed to make payments when due to the Partnership for
more than ninety days and, accordingly, these loans have been placed on
nonaccrual status (income is recorded only as cash payments are received). The
General Partner has negotiated with some of these borrowers regarding
modifications of the loan terms and has instituted foreclosure proceedings
under certain circumstances. Such foreclosure proceedings may be delayed by
factors beyond the General Partner's control such as bankruptcy filings by
borrowers and state law procedures regarding foreclosures. Further, certain
loans made by the Partnership have been restructured to defer and/or reduce
interest payments where the properties collateralizing the loans were
generating insufficient cash flow to support property operations and debt
service. In the case of most loan restructurings, the Partnership receives
concessions, such as increased participations or additional interest accruals,
in return for modifications, such as deferral or reduction of basic interest
payments. There can be no assurance, however, that the Partnership will receive
actual benefits from the concessions.
In March 1995 the Partnership sold the Comerica Office Building in an all cash
sale for $2,570,208. See Note 4 of Notes to Financial Statements for additional
information.
During March 1995, the Partnership was the successful bidder for the Villa
Medici Apartments at a foreclosure sale. See Note 5 of Notes to Financial
Statements for additional information.
In June 1995, the borrower of the wrap-around mortgage loans collateralized by
the Club Wildwood, Four Seasons and Point West mobile home parks prepaid the
loans in full. The Partnership received proceeds of approximately $13,940,771,
consisting of funds advanced of $9,580,171, additional interest income of
$3,198,400, participation income of $847,200, and prepayment premiums totaling
$315,000.
The Partnership and three affiliates funded the $23,000,000 45 West 45th Street
Office Building mortgage loan. The Partnership funded $5,000,000 of the total
loan amount for a participating percentage of approximately 22%. In February
1995, the participants received title to the property through foreclosure.
The Noland Fashion Square Shopping Center loan is recorded by the Partnership
as an investment in an acquisition loan. The Partnership has recorded its share
of the property's operations as equity in loss from investment in acquisition
loan. The Partnership's share of operations has no effect on the cash flow of
the Partnership. Amounts representing contractually required debt service are
recorded as interest income.
In October 1995, the Partnership made a distribution of $10,402,742 ($23.68 per
Interest) to the holders of Limited Partnership Interests representing a
regular quarterly distribution of available Cash Flow of $5.00 per Interest for
the third quarter of 1995, and a special distribution from Mortgage Reductions
of $18.68 per Interest from the Club Wildwood, Four Seasons and Pointe West
mobile home parks loan prepayments. Including the October 1995 distribution,
Limited Partners have received cumulative cash distributions of $517.75 per
$500 Interest. Of this amount, $382.25 has been Cash Flow from operations and
$135.50 represents a return of Original Capital. The level of the regular
quarterly distribution remained the same as the second quarter of 1995. In
addition, during October 1995, the Partnership paid $183,044 to the General
Partner as its distributive share of the Cash Flow distributed for the third
quarter of 1995 and made a contribution of $61,015 to the Early Investment
Incentive Fund.
During 1995, the General Partner used amounts placed in the Early Investment
Incentive Fund to repurchase 3,576 Interests from Limited Partners at a cost of
$1,052,094.
The General Partner presently expects to continue making cash distributions
from the cash flow generated from property operations and by the receipt of
mortgage payments, less payments on the underlying loans, fees to the General
Partner and administrative expenses. The General Partner believes it has
retained, on behalf of the Partnership, an appropriate amount of working
capital to meet current cash or liquidity requirements which may occur.
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices,
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
(4) Form of Subscription Agreement set forth as Exhibit 4.1 to Amendment No. 1
dated January 16, 1984 to the Registrant's Registration Statement on Form S-11
(Registration No. 2-87662) and Form of Confirmation regarding Interests in the
Registrant set forth as Exhibit 4.2 to the Registrant's Report on Form 10-Q for
the quarter ended September 30, 1992 (Commission File No. 0-13233) are
incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for the nine month period ending
September 30, 1995 is attached hereto.
(b) Reports on form 8-K: A Current Report on Form 8-K dated September 14,
1995, as amended by Form 8-K/A dated October 27, 1995, was filed reporting a
change in the Registrant's certifying public accountants.
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.
BALCOR PENSION INVESTORS-V
By: /s/Thomas E. Meador
----------------------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Mortgage Advisors-V, the General Partner
By: /s/Brian D. Parker
----------------------------------------
Brian D. Parker
Senior Vice President, and Chief Financial
Officer (Principal Accounting and Financial
Officer) of Balcor Mortgage Advisors-V, the
General Partner
Date: November 13, 1995
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