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 March 31, 1998
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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 (847) 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
March 31, 1998 and December 31, 1997
(Unaudited)
ASSETS
1998 1997
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Cash and cash equivalents $ 2,597,738 $ 4,034,425
Accounts and accrued interest receivable 17,121 39,248
Prepaid expenses 3,106
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$ 2,617,965 $ 4,073,673
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LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 48,580 $ 43,862
Due to affiliates 73,622 62,317
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Total liabilities 122,202 106,179
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Commitments and contingencies
Limited Partners' capital (439,305
Interests issued and outstanding) 2,510,898 3,844,492
General Partner's capital (15,135) 123,002
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Total partners' capital 2,495,763 3,967,494
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$ 2,617,965 $ 4,073,673
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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 March 31, 1998 and March 31, 1997
(Unaudited)
1998 1997
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Income:
Interest on loan receivable $ 129,188
Interest on short-term investments $ 40,240 355,196
Participation in income of
joint venture-affiliate 92,699
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Total income 40,240 577,083
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Expenses:
Loss from operations of real
estate held for sale 101,944
Amortization of deferred expenses 196,549
Administrative 130,601 290,691
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Total expenses 130,601 589,184
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Net loss $ (90,361) $ (12,101)
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Net loss allocated to General Partner None $ (1,210)
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Net loss allocated to Limited Partners $ (90,361) $ (10,891)
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Net loss per Limited Partnership Interest
(439,305 issued and outstanding)
- Basic and Diluted $ (0.21) $ (0.02)
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Distribution to General Partner $ 138,137 $ 244,059
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Settlement distribution to Limited Partners None $ 99,534
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Distribution to Limited Partners $ 1,243,233 $ 55,352,430
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Distribution per Limited
Partnership Interest $ 2.83 $ 126.00
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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 quarters ended March 31, 1998 and March 31, 1997
(Unaudited)
1998 1997
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Operating activities:
Net loss $ (90,361) $ (12,101)
Adjustments to reconcile net loss to
net cash used in operating activities:
Participation in income of
joint ventures - affiliates (92,699)
Amortization of deferred expenses 196,549
Net change in:
Escrow deposits - restricted 41,908
Accounts and accrued
interest receivable 22,127 62,867
Prepaid expenses (3,106) 34,327
Accounts payable 4,718 (806,915)
Due to affiliates 11,305 (12,383)
Other liabilities (44,285)
Security deposits (81,774)
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Net cash used in operating activities (55,317) (714,506)
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Investing activities:
Proceeds from sale of real estate 6,900,000
Costs incurred in connection with
the sale of real estate (293,276)
Distributions from joint
ventures - affiliates 67,900
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Net cash provided by investing activities 6,674,624
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Financing activities:
Distribution to Limited Partners (1,243,233) (55,451,964)
Distribution to General Partner (138,137) (244,059)
Contribution from General Partner 183,043
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Net cash used in financing activities (1,381,370) (55,512,980)
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Net change in cash and cash equivalents (1,436,687) (49,552,862)
Cash and cash equivalents at
beginning of period 4,034,425 67,655,936
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Cash and cash equivalents at end of period $ 2,597,738 $ 18,103,074
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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 Policies:
(a) For financial statement purposes, the capital accounts of the General
Partner and Limited Partners have been adjusted to appropriately reflect their
remaining economic interests as provided for in the Partnership Agreement.
(b) In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the quarter
ended March 31, 1998, and all such adjustments are of a normal and recurring
nature.
2. Partnership Termination:
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1997, the Partnership sold its remaining property and its
remaining loan receivable was repaid. In addition, the loan in which the
Partnership held a minority joint venture interest was sold during 1997. The
Partnership has retained a portion of the cash from the sales to satisfy
obligations of the Partnership, as well as establish a reserve for
contingencies. The timing of the termination of the Partnership and final
distribution of cash will depend upon the nature and extent of liabilities and
contingencies which exist or may arise. Such contingencies may include legal
and other fees and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuit discussed in Note 4 of Notes to
Financial Statements. In the absence of any such contingency, the reserves will
be paid within twelve months of the last investment being sold. In the event a
contingency continues to exist or arises, reserves may be held by the
Partnership for a longer period of time.
3. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates for the
quarter ended March 31, 1998 are:
Paid Payable
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Reimbursement of expenses to
the General Partner, at cost $ 15,666 $ 73,622
During 1997, the General Partner made a contribution of $183,043 in connection
with the settlement of certain litigation.
4. Contingency:
The Partnership is currently involved in a lawsuit whereby the Partnership, the
General Partner and certain third parties have been named as defendants seeking
damages relating to tender offers to purchase interests in the Partnership and
nine affiliated partnerships initiated by the third party defendants in 1996.
The defendants continue to vigorously contest this action. The action has been
dismissed with prejudice and plaintiffs have filed an appeal, which is pending.
It is not determinable at this time whether or not an unfavorable decision in
this action would have a material adverse impact on the financial position,
operations or liquidity of the Partnership. The Partnership believes it has
meritorious defenses to contest the claims.
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, first mortgage loans and, to a
lesser extent, junior mortgage loans. The Partnership raised $219,652,500 from
sales of Limited Partnership Interests and utilized these proceeds to fund
thirty-five loans. As of March 31, 1998, the Partnership has no loans
outstanding or properties remaining in its portfolio.
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 1997 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
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Due primarily to a significant decrease in interest income earned on short-term
investments, the property sale, loan repayment and the sale of the loan in
which the Partnership held a minority joint venture interest during 1997, the
Partnership generated a higher net loss during 1998 as compared to 1997.
Further discussion of the Partnership's operations is summarized below.
1998 Compared to 1997
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Discussions of fluctuations between 1998 and 1997 refer to the quarters ended
March 31, 1998 and 1997.
Interest income on loan receivable ceased during 1997 due to the repayment of
the Meadow Run Apartments loan receivable.
Due to higher average cash balances in 1997 as a result of the investment of
proceeds received in connection with the late 1996 and 1997 property sales and
loan repayment prior to distribution to partners in 1997, interest on
short-term investments decreased during 1998 as compared to 1997.
Participation in joint venture with affiliate represented the Partnership's
share of the property operations from the Whispering Hills Apartments. Due to
the sale of the Whispering Hills Apartments loan in 1997, participation in
income of joint ventures with affiliates ceased during 1997.
Loss from operations of real estate held for sale represented net property
operations generated by the properties the Partnership had acquired through
foreclosure. Due to the sale of the Harbor Bay office building in January 1997,
which was the Partnership's last property, loss from operations of real estate
held for sale ceased during 1997.
In connection with the sale of the Harbor Bay office building in 1997 the
Partnership wrote-off the remaining unamortized leasing commissions related to
the property. As a result, amortization expense ceased during 1997.
During February 1997, the General Partner made a payment relating to the
settlement of certain litigation to original investors who previously sold
their Interests in the Partnership which was accounted for as an administrative
expense. In addition, the Partnership incurred lower legal, accounting and
professional fees during 1998. As a result, administrative expenses decreased
during 1998 as compared to 1997.
Liquidity and Capital Resources
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The cash position of the Partnership decreased by approximately $1,437,000 as
of March 31, 1998 when compared to December 31, 1997 primarily due to a
distribution made to Partners in January 1998 from available Cash Flow
reserves. The Partnership used cash of approximately $55,000 in its operating
activities to pay administrative expenses which were partially offset by
interest income earned on short-term investments. Cash of approximately
$1,381,000 was used in financing activities to pay a distribution to the
Partners.
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1997, the Partnership sold its remaining property and its
remaining loan receivable was repaid. In addition, the loan in which the
Partnership held a minority joint venture interest was sold during 1997. The
Partnership has retained a portion of the cash from the sales to satisfy
obligations of the Partnership, as well as establish a reserve for
contingencies. The timing of the termination of the Partnership and final
distribution of cash will depend upon the nature and extent of liabilities and
contingencies which exist or may arise. Such contingencies may include legal
and other fees and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuit discussed in Note 4 of Notes to the
Financial Statements. In the absence of any contingencies, the reserves will be
paid within twelve months of the last investment being sold. In the event a
contingency continues to exist or arises, reserves may be held by the
Partnership for a longer period of time.
To date, Limited Partners have received cash distributions totaling $784.93 per
$500 Interest. Of this amount, $427.95 has been Cash Flow from operations and
$356.98 represents a return of Original Capital. No additional distributions
are anticipated to be made prior to the termination of the Partnership.
However, after paying final partnership expenses, any remaining cash reserves
will be distributed.
In February 1997, the Partnership discontinued the repurchase of Interests from
Limited Partners. As of March 31, 1998, there were 28,466 Interests and cash of
$5,222,246 in the Early Investment Incentive Fund.
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits:
(4) Form of Subscription Agreement set forth as Exhibit 4.1 to Amendment No. 1
dated January 16, 1984 to the Partnership'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 Partnership's Report on Form 10-Q
for the quarter ended September 30, 1992 (Commission File No. 0-13233) are
incorporated herein by reference.
(10) Material Contracts:
(a)(i) Agreement of Sale and attachments thereto relating to the sale of the
Granada Apartments, Tampa, Florida previously filed as Exhibit (2)(a)(i) to the
Registrants Current Report on Form 8-K dated September 17, 1996 is incorporated
herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the Granada
Apartments, Tampa, Florida previously filed as Exhibit (2)(a)(ii) to the
Registrant's Current Report on Form 8-K dated September 17, 1996 is
incorporated herein by reference.
(iii) Letter Agreement dated October 7, 1996, relating to the sale of the
Granada Apartments, Tampa, Florida previously filed as Exhibit (99)(b) to the
Registrant's Current Report on Form 8-K dated October 3, 1996 is incorporated
herein by reference.
(iv) Second Amendment to Agreement of Sale relating to the sale of Granada
Apartments, Tampa, Florida previously filed as Exhibit (10)(a)(iv) to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30,
1996, is incorporated herein by reference.
(b)(i) Agreement of Sale and attachments thereto relating to the sale of the
Plantation Apartments, Tampa, Florida previously filed as Exhibit (2)(b)(i) to
the Registrant's Current Report on Form 8-K dated September 17, 1996 is
incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the
Plantation Apartments, Tampa, Florida previously filed as Exhibit (2)(b)(ii) to
the Registrant's Current Report on Form 8-K dated September 17, 1996 is
incorporated herein by reference.
(iii) Letter Agreement dated October 7, 1996, relating to the sale of the
Plantation Apartments, Tampa, Florida previously filed as Exhibit (99)(c) to
the Registrant's Current Report on Form 8-K dated October 3, 1996 is
incorporated herein by reference.
(iv) Second Amendment to Agreement of Sale relating to the sale of Plantation
Apartments, Tampa, Florida previously filed as Exhibit (10)(b)(iv) to the
Registrant's Report on Form 10-Q for the quarter ended September 30, 1996, is
incorporated herein by reference.
(c)(i) Agreement of Sale and attachments thereto relating to the sale of the
The Glades on Ulmerton Apartments, Largo, Florida previously filed as Exhibit
(2)(c)(i) to the Registrant's Current Report on Form 8-K dated September 17,
1996 is incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the The
Glades on Ulmerton Apartments, Largo, Florida previously filed as Exhibit
(2)(c)(ii) to the Registrant's Current Report on Form 8-K dated September 17,
1996 is incorporated herein by reference.
(iii) Letter Agreement dated October 7, 1996, relating to the sale of the The
Glades on Ulmerton Apartments, Largo, Florida previously filed as Exhibit
(99)(d) to the Registrant's Current Report on Form 8-K dated October 3, 1996 is
incorporated herein by reference.
(d)(i) Agreement of Sale and attachments thereto relating to the sale of the
Union Tower office building, Lakewood, Colorado previously filed as Exhibit (2)
to the Registrant's Current Report on Form 8-K dated October 10, 1996 is
incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the Union
Tower office building, Lakewood, Colorado previously filed as Exhibit
(10)(d)(ii) to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, is incorporated herein by reference.
(e) Purchase and Sale Agreement relating to the sale of first mortgage loan
secured by The Glen Apartments, Fairfax County, Virginia previously filed as
Exhibit (10)(e) to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996, is incorporated herein by reference.
(f)(i) Agreement of Sale and attachments thereto relating to the sale of the
1420 Harbor Bay Parkway, Alameda, California previously filed as Exhibit (2)(a)
to the Registrant's Current Report on Form 8-K dated December 6, 1996 is
incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the 1420
Harbor Bay Parkway, Alameda, California previously filed as Exhibit (2)(b) to
the Registrant's Current Report on Form 8-K dated December 6, 1996 is
incorporated herein by reference.
(iii) Second Amendment to Agreement of Sale relating to the sale of the 1420
Harbor Bay Parkway, Alameda, California previously filed as Exhibit
(10)(f)(iii) to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, is incorporated herein by reference.
(iv) Third Amendment to Agreement of Sale relating to the sale of the 1420
Harbor Bay Parkway, Alameda, California previously filed as Exhibit (10)(f)(iv)
to the Registrant's Annual Report on Form 10-K for the year ended December 31,
1996, is incorporated herein by reference.
(g)(i) Agreement to Purchase Loan Documents relating to the sale of the first
mortgage loan secured by the Whispering Hills Apartments, Overland Park, Kansas
previously filed as Exhibit (10)(g)(i) to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997, is incorporated herein by
reference.
(ii) First Amendment to Agreement to Purchase Loan Documents related to the
sale of the first mortgage loan secured by the Whispering Hills Apartments,
Overland Park, Kansas previously filed as Exhibit (10)(g)(ii) to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997,
is incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for the quarter ending March 31,
1998 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended March 31, 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.
BALCOR PENSION INVESTORS-V
By: /s/Thomas E. Meador
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Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Mortgage Advisors-V, the General Partner
By: /s/Jayne A. Kosik
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Jayne A. Kosik
Senior Managing Director and Chief
Financial Officer (Principal Accounting
Officer) of Balcor Mortgage Advisors-V,
the General Partner
Date: April 30, 1998
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