-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VTuFzHr6BUG5FA2OJKnu0O66T212aib2/jbgRZelVjH6jjQTFP28IJp1kLNqJzrz 7vHXP8EHzO65MryL+jhU6g== 0000927016-99-002823.txt : 19990809 0000927016-99-002823.hdr.sgml : 19990809 ACCESSION NUMBER: 0000927016-99-002823 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND LIFE PENSION PROPERTIES CENTRAL INDEX KEY: 0000711417 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 042774875 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-11884 FILM NUMBER: 99679638 BUSINESS ADDRESS: STREET 1: 225 FRANKLIN ST CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172619000 MAIL ADDRESS: STREET 1: 399 BOYLSTON ST STREET 2: 399 BOYLSTON ST CITY: BOSTON STATE: MA ZIP: 02116 10-Q 1 SECOND QUARTER FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________ FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 - -------------------------------------------------------------------------------- For Quarter Ended June 30, 1999 Commission File Number 0-11884 NEW ENGLAND LIFE PENSION PROPERTIES; A REAL ESTATE LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Massachusetts 04-2774875 (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 - -------------------------------------------------------------------------------- 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; A REAL ESTATE LIMITED PARTNERSHIP FORM 10-Q FOR QUARTER ENDED JUNE 30, 1999 PART I FINANCIAL INFORMATION --------------------- NEW ENGLAND LIFE PENSION PROPERTIES; A REAL ESTATE LIMITED PARTNERSHIP BALANCE SHEETS
June 30, 1999 December 31, 1998 (unaudited) (audited) ------------- ----------------- ASSETS Cash and cash equivalents $ 514,428 $ 820,108 Interest, rent and other receivables - 3,373 ------------- ------------- $ 514,428 $ 823,481 ============= ============= LIABILITIES AND PARTNERS' CAPITAL Accounts payable $ 19,513 $ 32,492 ------------- ------------- Total liabilities 19,513 32,492 ------------- ------------- Partners' capital (deficit): Limited partners ($0 per unit; 30,000 units authorized, issued and outstanding) 416,491 1,019,890 General partner 78,424 (228,901) ------------- ------------- Total partners' capital 494,915 790,989 ------------- ------------- $ 514,428 $ 823,481 ============= =============
(See accompanying notes to unaudited financial statements) NEW ENGLAND LIFE PENSION PROPERTIES; A REAL ESTATE LIMITED PARTNERSHIP STATEMENTS 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 $ - $ - $ 15,394 $ 153,809 Property operating expenses - - (1,415) (68,653) ------------- -------------- -------------- ------------- Total real estate operations 13,979 85,156 Gain on sale of investment - - - 655,710 ------------- -------------- ------------- ------------- Total real estate activity - - 13,979 740,866 Interest on cash equivalents and short term investments 6,216 16,464 118,034 178,702 ------------- -------------- ------------- ------------- Total investment activity 6,216 16,464 132,013 919,568 ------------- -------------- ------------- ------------- Portfolio Expenses General and administrative 13,747 33,812 18,921 43,287 ------------- -------------- ------------- ------------- 13,747 33,812 18,921 43,287 ------------- -------------- ------------- ------------- Net Income (loss) $ (7,531) $ (17,348) $ 113,092 $ 876,281 ============= ============== ============= ============= Net income (loss) per limited partnership unit $ (0.25) $ (0.57) $ 3.73 $ 28.92 ============= ============== ============= ============= Cash distributions per limited partnership unit $ - $ - $ - $ 5.91 ============= ============== ============= ============= Cash distributions per unit paid on certain limited partnership incentive units $ - $ 14.40 $ - $ - ============= ============== ============= =============
Number of limited partnership units outstanding during the period 30,000 30,000 30,000 30,000 ============= ============== ============= =============
(See accompanying notes to unaudited financial statements) NEW ENGLAND LIFE PENSION PROPERTIES; A REAL ESTATE LIMITED PARTNERSHIP STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) (Unaudited)
Three Months Ended Six Months Ended Three Months Ended June 30, 1999 June 30, 1999 June 30, 1998 ------------------ ---------------- ------------------ General Limited General Limited General Limited Partner Partners Partner Partners Partner Partners --------- ---------- --------- ---------- --------- ---------- Balance at beginning of period $ (228,999) $ 731,445 $ (228,901) $ 1,019,890 $ 71,853 $ 7,605,961 Cash distributions - - - (278,726) - - Capital allocation (See Note 2) 307,498 (307,498) 307,498 (307,498) - - Net income (loss) (75) (7,456) (173) (17,175) 1,131 111,961 ---------- ---------- ---------- ----------- --------- ----------- Balance at end of period $ 78,424 $ 416,491 $ 78,424 $ 416,491 $ 72,984 $ 7,717,922 ========== ========== ========== =========== ========= =========== Six Months Ended June 30, 1998 ---------------- General Limited Partner Partners -------- ---------- Balance at beginning of period $ 66,012 $ 7,027,704 Cash distributions (1,791) (177,300) Capital allocation (See Note 2) - - Net income (loss) 8,763 867,518 -------- ----------- Balance at end of period $ 72,984 $ 7,717,922 ======== ===========
(See accompanying notes to unaudited financial statements) NEW ENGLAND LIFE PENSION PROPERTIES; A REAL ESTATE LIMITED PARTNERSHIP SUMMARIZED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, ---------------------------- 1999 1998 ---------- ---------- Net cash provided by (used in) operating activities $ (26,954) $ 204,431 ---------- ------------ Cash flows from investing activities: Net proceeds from sale of property - 5,795,060 Deferred disposition fees - 95,625 Decrease in short-term investments, net - 1,543,736 ---------- ------------ Net cash provided by investing activities - 7,434,421 ---------- ------------ Cash flows from financing activity: Distributions to partners (278,726) (179,091) ---------- ------------ Net increase (decrease) in cash and cash equivalents (305,680) 7,459,761 Cash and cash equivalents: Beginning of period 820,108 1,309,837 ---------- ------------ End of period $ 514,428 $ 8,769,598 ========== ============ (See accompanying notes to unaudited financial statements) NEW ENGLAND LIFE PENSION PROPERTIES; 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 for the three and six months 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 - ---------------------------------- New England Life Pension Properties; 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 June, 1983 and acquired six real estate investments prior to the end of 1985. The Partnership sold its remaining investment in March 1998 and therefore intends to liquidate and dissolve in 1999. NOTE 2 - CAPITAL ALLOCATION - ---------------------------- In accordance with the Partnership Agreement, $307,498 was distributed to the General Partner during the fourth quarter of 1998 based on the Partnership's historical performance. Upon liquidation of the Partnership, the General Partner is not required to refund the Partnership for any negative capital balance related to such distribution. As the Partnership intends to liquidate and dissolve in 1999, $307,498 was allocated from the Limited Partners' capital balance to the General Partner's capital balance during the second quarter of 1999. NEW ENGLAND LIFE PENSION PROPERTIES; 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 June, 1983. A total of 30,000 units were sold. The Partnership received proceeds of $27,253,251, net of selling commissions and other offering costs, which were invested in real estate and the payment of related acquisition costs, or retained as working capital reserves. The Partnership made six real estate investments, all of which have been sold: one in each of 1985, 1991, 1994, 1996, 1997 and 1998. As a result of these sales and similar transactions, capital of $33,485,100 ($1,116.17 per limited partnership unit) has been returned to the limited partners through June 30, 1999. Additional capital of $586,224 has been returned to certain incentive unit holders. At June 30, 1999, the Partnership had $514,428 in cash and cash equivalents, which is being retained primarily as a reserve in connection with the liquidation of the Partnership. The Partnership distributed $278,726 in the first quarter of 1999 to certain incentive unit holders. The Partnership intends to liquidate and dissolve in late 1999. 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. Because the Partnership has sold all of its real property investments, the Partnership no longer relies on joint venture partners and/or property managers to supply financial and other data with respect to its real properties. Consequently, the Partnership does not have any material provider of data other than AEW Capital Management. NEW ENGLAND LIFE PENSION PROPERTIES; A REAL ESTATE LIMITED PARTNERSHIP 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. Because the Partnership plans to liquidate and dissolve in 1999, the Partnership does not believe its operations will be affected by the Year 2000 Issue. Results of Operations Operating Factors The Rivers Corporate Park was sold on March 4, 1998, and the Partnership recognized a gain of $751,335. At the time of sale, this property was 29% leased. Investment Results Real estate operating activity in 1998 was solely from Rivers Corporate Park, which was sold in March 1998, as discussed above. Interest on cash equivalents and short-term investments decreased substantially between both the three and six month periods of 1998 and 1999 due primarily to distributions of Corporate Rivers Park sale proceeds and operating reserves in late 1998 and during the first quarter of 1999. Operating cash flow decreased $231,385 between the first six months of 1998 and 1999. This decrease is primarily due to the sale of Rivers Corporate Park in March 1998. Portfolio Expenses General and administrative expenses primarily consist of printing, legal, accounting and investor servicing fees. General and administrative expenses decreased 27% and 22% between the three and six month periods of 1998 and 1999, respectively. These decreases are primarily due to lower overall expenses as a result of the sale of the Partnership's remaining asset in March 1998. NEW ENGLAND LIFE PENSION PROPERTIES; A REAL ESTATE LIMITED PARTNERSHIP FORM 10-Q FOR QUARTER ENDED JUNE 30, 1999 PART II OTHER INFORMATION ----------------- 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 ---------- 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; A REAL ESTATE LIMITED PARTNERSHIP (Registrant) August 6, 1999 /s/ Alison Husid Cutler ------------------------------- Alison Husid Cutler President, Chief Executive Officer and Director of General Partner Copley Properties Company, Inc. August 6, 1999 /s/ Karin J. Lagerlund -------------------------------- Karin J. Lagerlund Principal Financial and Accounting Officer of General Partner, Copley Properties Company, Inc. EX-27 2 FINANCIAL DATA SCHEDULE
5 6-MOS DEC-31-1999 JUN-30-1999 514,428 0 0 0 0 514,428 0 0 514,428 19,513 0 0 0 0 494,915 514,428 0 16,464 33,812 33,812 0 0 0 (17,348) 0 (17,348) 0 0 0 (17,348) (0.57) (0.57)
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