-----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, TDqanYl16RGHnvZyy72APa4fuDs3d7C6SfI2vtr+GGtj+lOPbxBf09lgERRWWFHg kVnVBlyYAtgTI5Ku6MUDKQ== /in/edgar/work/0000927016-00-003790/0000927016-00-003790.txt : 20001110 0000927016-00-003790.hdr.sgml : 20001110 ACCESSION NUMBER: 0000927016-00-003790 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND PENSION PROPERTIES V CENTRAL INDEX KEY: 0000806028 STANDARD INDUSTRIAL CLASSIFICATION: [6500 ] IRS NUMBER: 042940131 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-17808 FILM NUMBER: 756536 BUSINESS ADDRESS: STREET 1: 225 FRANKLIN ST 25TH FL CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6175781200 10-Q 1 0001.txt FORM 10-Q DTD 09/30/2000 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 September 30, 2000 Commission File Number 0-17808 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Massachusetts 04-2940131 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) World Trade Center East Two Seaport Lane, 16th Fl. Boston, Massachusetts 02210 (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 PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 2000 PART I FINANCIAL INFORMATION ---------------------- 2 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP BALANCE SHEETS September 30, 2000 December 31, 1999 (Unaudited) (Audited) ------------------- ------------------ ASSETS Real estate investments: Property, net $ - $ 8,695,906 Joint venture - 152,500 ----------- ----------- - 8,848,406 Property held for disposition, net 8,427,606 1,491,742 Cash and cash equivalents 6,245,865 12,026,888 ----------- ----------- $14,673,471 $22,367,036 =========== =========== LIABILITIES AND PARTNERS' CAPITAL Accounts payable $ 121,649 $ 93,275 Accrued management fee 11,213 16,963 Deferred management and disposition fees 2,006,447 1,930,523 ----------- ----------- Total liabilities 2,139,309 2,040,761 ----------- ----------- Partners' capital (deficit): Limited partners ($273 and $367 per unit, respectively; 160,000 units authorized, 82,228 units issued and outstanding) 12,547,877 20,339,363 General partners (13,715) (13,088) ----------- ---------- Total partners' capital 12,534,162 20,326,275 ----------- ---------- $14,673,471 $22,367,036 =========== =========== (See accompanying notes to unaudited financial statements) 3 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended September 30, 2000 September 30, 2000 September 30, 1999 September 30, 1999 ------------------ ------------------ ------------------ ------------------ INVESTMENT ACTIVITY Property rentals $ 444,313 $1,442,700 $ 239,544 $2,183,952 Interest income on loan to ground lessor 21,392 86,162 33,533 101,365 Property operating expenses (151,239) (353,333) (216,052) (715,773) Ground rent expense (97,500) (292,500) (97,500) (292,500) Depreciation and amortization (122,718) (362,570) (131,000) (616,180) --------- ---------- ---------- ---------- 94,248 520,459 (171,475) 660,864 Joint venture earnings - - 184,576 403,528 --------- ---------- ---------- ---------- Total real estate operations 94,248 520,459 13,101 1,064,392 Gain on sale of property - 556,164 3,367,372 3,475,077 --------- ---------- ---------- ---------- Total real estate activity 94,248 1,076,623 3,380,473 4,539,469 Interest on cash equivalents 99,691 321,965 128,911 316,967 --------- ---------- ---------- ---------- Total investment activity 193,939 1,398,588 3,509,384 4,856,436 --------- ---------- ---------- ----------
4 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP
Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended September 30, 2000 September 30, 2000 September 30, 1999 September 30, 1999 ------------------ ------------------ ------------------ ------------------ Portfolio Expenses Management fee 22,426 99,807 47,234 329,405 General and administrative 94,098 236,018 61,880 199,019 -------- ---------- ---------- ---------- 116,524 335,825 109,114 528,424 -------- ---------- ---------- ---------- Net Income $ 77,415 $1,062,763 $3,400,270 $4,328,012 ======== ========== ========== ========== Net income per limited partnership unit $ 0.93 $ 12.80 $ 40.94 $ 52.11 ======== ========== ========== =========== Cash distributions per limited partnership unit $ 5.12 $ 107.55 $ 273.34 $ 292.21 ======== ========== ========== =========== Number of limited partnership units outstanding during the period 82,228 82,228 82,228 82,228 ======== ========== ========== ===========
(See accompanying notes to unaudited financial statements) 5 NEW ENGLAND PENSION PROPERTIES V; 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, 2000 September 30, 2000 September 30, 1999 September 30, 1999 ---------------------- ---------------------- ---------------------- ---------------------- General Limited General Limited General Limited General Limited Partners Partners Partners Partners Partners Partners Partners Partners -------- ----------- -------- ----------- -------- ----------- -------- ----------- Balance at beginning of period $(10,237) $12,892,244 $(13,088) $20,339,363 $(34,228) $38,721,368 $(27,832) $39,354,545 Cash distributions (4,253) (421,007) (11,255) (8,843,621) (20,216) (22,476,201) (35,889) (24,027,843) Net income 775 76,640 10,628 1,052,135 34,003 3,366,267 43,280 4,284,732 --------- ----------- -------- ----------- ------- ----------- ------- ----------- Balance at end of period $(13,715) $12,547,877 $(13,715) $12,547,877 $(20,441) $19,611,434 $(20,441) $19,611,434 ========= =========== ======== =========== ======== =========== ======== ===========
(See accompanying notes to unaudited financial statements) 6 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP SUMMARIZED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, ------------------------- 2000 1999 ---- ---- Net cash provided by operating activities $ 912,559 $ 1,659,957 ----------- ------------ Cash flows from investing activities: Deferred disposition fees 66,600 650,100 Investment in property (10,265) (8,717) Repayment of loan to ground lessor 57,053 59,042 Net proceeds from sale of property 2,047,906 20,644,936 ----------- ------------ Net cash provided by investing activities 2,161,294 21,345,361 ----------- ------------ Cash flows from financing activities: Distributions to partners (8,854,876) (24,063,732) ----------- ------------ Net cash used in financing activities (8,854,876) (24,063,732) ----------- ------------ Net decrease in cash and cash equivalents (5,781,023) (1,058,414) Cash and cash equivalents: Beginning of period 12,026,888 7,220,155 ----------- ------------ End of period $ 6,245,865 $ 6,161,741 =========== ============ (See accompanying notes to unaudited financial statements) 7 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP NOTES TO UNAUDITED FINANCIAL STATEMENTS (Unaudited) In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the Partnership's financial position as of September 30, 2000 and December 31, 1999 and the results of its operations and partners' capital (deficit) for the three and nine month periods ended September 30, 2000 and 1999 and its cash flows for the nine month periods ended September 30, 2000 and 1999. These adjustments are of a normal recurring nature. See notes to financial statements included in the Partnership's 1999 Annual Report on Form 10-K for additional information relating to the Partnership's financial statements. We prepared the unaudited financial statements following the requirements of the SEC for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by generally accepted accounting principles can be condensed or omitted. NOTE 1 - ORGANIZATION AND BUSINESS - ---------------------------------- New England Pension Properties V; A Real Estate Limited Partnership (the "Partnership") is a Massachusetts limited partnership organized for the purpose of investing primarily in newly constructed and existing income producing real properties. It primarily serves as an investment for qualified pension and profit sharing plans and other entities intended to be exempt from federal income tax. The Partnership commenced operations in May, 1987 and acquired its real estate investments prior to the end of 1989. The Partnership intends to dispose of its investments within eight to twelve years of their acquisition, and then liquidate. The Partnership has engaged AEW Real Estate Advisors, Inc. (the "Advisor") to provide asset management services. NOTE 2 - REAL ESTATE JOINT VENTURES - ----------------------------------- On December 20, 1999, the Columbia Gateway Corporate Park joint venture investment in which the Partnership and an affiliate were entitled to 30.5% and 69.5%, respectively, of the operating activity, sold its property to an unaffiliated third party for gross proceeds of $19,850,000, of which the Partnership's share was $6,054,250. The Partnership received its 30.5% share of the net proceeds, $5,891,032 after closing costs, and recognized a gain of $957,057 ($11.52 per limited partnership unit) on the sale. On January 27, 2000, the Partnership made a capital distribution of $5,755,960 ($70 per limited partnership unit) from the proceeds of the sale. In addition, a portion of the proceeds was used to pay previously accrued but deferred management fees to the Advisor of $23,617. At December 31, 1999, $500,000 remained in the joint venture, of which the Partnership's 30.5% share, $152,500, was distributed to the Partnership in February 2000. 8 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP Summarized Financial Information The following summarized financial information is presented in the aggregate for the Columbia Gateway Corporate Park joint venture: Results of Operations --------------------- Nine Months Ended September 30, 1999 ------------------ Revenue Rental income $1,902,873 ---------- 1,902,873 ---------- Expenses Operating expenses 386,406 Depreciation and amortization 193,425 ---------- 579,831 ---------- Net income $1,323,042 ========== Expenses exclude amounts owed and attributable to the Partnership and its affiliate on behalf of their financing arrangements with the joint venture. NOTE 3 - PROPERTY - ----------------- On June 25, 1999, the Partnership sold the Puente Street property for $11,770,000. The Partnership received net proceeds of $11,211,554 and recognized a gain of $104,975 ($1.26 per limited partnership unit). A disposition fee of $353,100 was accrued but not paid to the Advisor. On July 29, 1999, the Partnership made a capital distribution of $11,018,552 ($134 per limited partnership unit) from the sale proceeds. In addition, a portion of the proceeds was used to pay deferred management fees to the Advisor of $234,897. On August 27, 1999, the Partnership sold the Dahlia property for $9,900,000. The Partnership received net proceeds of $9,723,207 and recognized a gain of $3,367,359 ($40.54 per limited partnership unit). A disposition fee of $297,000 was accrued but not paid to the Advisor. On September 22, 1999, the Partnership made a capital distribution of $9,456,220 ($115 per limited partnership unit) from the sale proceeds. 9 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP On February 17, 2000, the Partnership sold the Waters Landing II property for $2,220,000. The Partnership received net proceeds of $2,114,506 and recognized a gain of $556,164 ($6.70 per limited partnership unit). A disposition fee of $66,600 was accrued but not paid to the Advisor. On March 15, 2000 the Partnership made a capital distribution of $1,973,472 ($24 per limited partnership unit) from the sale proceeds. The following is a summary of the Partnership's investments in property (one at September 30, 2000 and two at December 31, 1999): September 30, 2000 December 31,1999 ------------------ ---------------- Building and improvements $ $ 8,480,975 Accumulated depreciation (1,665,207) Loan to ground lessor 1,445,320 Lease commissions and other assets, net 249,698 Accounts receivable 311,195 Accounts payable (126,075) Property held for disposition 8,427,606 1,491,742 ---------- ----------- $8,427,606 $10,187,648 ========== =========== On October 13, 2000, the Partnership executed a Purchase and Sale Agreement to sell the Santa Rita Plaza investment. Although there can be no assurances that this sale will occur, it is expected to be concluded during the fourth quarter of 2000. This investment is classified as Property held for disposition, net on the Balance Sheet at September 30, 2000. During the nine months ended September 30, 2000 and 1999, the Partnership recognized $478,081 and $210,539 in net income from this investment, respectively. The Partnership recognized a net loss of $22,217 for the year ended 1999 from the Waters Landing investment which was held for disposition at December 31, 1999. NOTE 4 - SUBSEQUENT EVENT - ------------------------- Distributions of cash from operations relating to the quarter ended September 30, 2000 were made on October 26, 2000 in the aggregate amount of $226,750 ($2.73 per limited partnership unit). Also at this time, a capital distribution was made from unallocated original working capital reserves in the amount of $3,618,032 ($44.00 per limited partnership unit). 10 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources - ------------------------------- The Partnership completed its offering of limited partnership units in December 1988. A total of 83,291 units were sold. The Partnership received proceeds of $74,895,253, net of selling commissions and other offering costs, which have been used for investment in real estate, for the payment of related acquisition costs and for working capital reserves. The Partnership made nine real estate investments, eight of which have been sold: two in 1994, two in 1997, three in 1999, and one in 2000. As a result of the sales, capital of $59,850,280 has been returned to the limited partners through September 30, 2000. The adjusted capital contribution was reduced from $1,000 to $952 per unit in 1994, to $924 in 1995, to $616 in 1997, to $367 in 1999 and then to $273 in 2000. At September 30, 2000, the Partnership had $6,245,865 in cash and cash equivalents, of which $226,750 was used for operating cash distributions and $3,618,032 was used for capital distributions to partners on October 26, 2000; the remainder will be retained as working capital reserves. The source of future liquidity and cash distributions to partners will be cash generated by the Partnership's invested cash and cash equivalents and its last remaining real estate investment. Distributions of cash from operations relating to the first quarter of 2000 were made at the annualized rate of 5.50% on the weighted average adjusted capital contribution of $312.52, while distributions of cash from operations relating to the second and third quarters of 2000 were made at the annualized rates of 7.50% and 4%, respectively, on the adjusted capital contribution of $273. At the time of the operating distribution relating the third quarter of 2000, the Partnership also made a capital distribution from unallocated original working capital reserves in the amount of $3,618,032 ($44.00 per limited partnership unit). The rate decrease in the third quarter of 2000 is primarily due to lower cash available for distribution due to timing of distributions from the last remaining investment to the Partnership. Distributions of cash from operations relating to the first two quarters of 1999 were made at the annualized rate of 6.50% on the adjusted capital contribution of $616. At the time of the operating distribution related to the second quarter of 1999, the Partnership also made a special distribution of $14.33 per limited partnership unit from operating cash previously held in reserves. Distributions of cash from operations relating to the third quarter of 1999 were made at an annualized rate of 4.50% on the weighted average adjusted capital contribution of $511.53. 11 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP The carrying value of real estate investments in the financial statements is at depreciated cost, or if the investment's carrying value is determined not to be recoverable through expected undiscounted future cash flows, the carrying value is reduced to estimated fair market value. The fair market value of such investments is further reduced by the estimated cost of sale for properties held for sale. Carrying value may be greater or less than current appraised value. At September 30, 2000, the appraised value of the last remaining investment exceeded its related carrying value by $340,000. The current appraised value of the real estate investment has been estimated by the managing general partner and is based on the amount negotiated in the Purchase and Sale Agreement executed on October 13, 2000. Results of Operations - --------------------- Santa Rita Plaza is a wholly-owned property. Waters Landing II, Puente Street and Dahlia, which were sold in February 2000, June 1999 and August 1999, respectively, were also wholly-owned properties. Columbia Gateway Corporate Park was structured as a joint venture with a real estate development/management firm and an affiliate of the Partnership. Columbia Gateway Corporate Park was sold on December 20, 1999. Operating Factors As mentioned above, the Columbia Gateway Corporate Park joint venture investment in which the Partnership and an affiliate were entitled to 30.5% and 69.5% of the operating activity, respectively, sold its property on December 20, 1999. The Partnership recognized its 30.5% share of the gain of $957,057. The property was 100% leased at the time of sale. As mentioned above, the Puente Street property was sold on June 25, 1999 and the Partnership recognized a gain of $104,975. The property was 100% leased at the time of sale. As mentioned above, the Dahlia property was sold on August 27, 1999 and the Partnership recognized a gain of $3,367,359. The property was 100% leased at the time of sale. 12 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP As mentioned above, the Waters Landing II property was sold on February 17, 2000 and the Partnership recognized an initial gain of $556,268. During the second quarter of 2000, the Partnership incurred expenses of $104 relating to the sale of Waters Landing, which subsequently reduced the overall gain to $556,164 for the nine months ended September 30, 2000. Occupancy at Santa Rita Plaza during the third quarter of 2000 was 100% compared to 99% at September 30, 1999. On October 13, 2000, the Partnership executed a Purchase and Sale Agreement to sell the Santa Rita Plaza investment. Although there can be no assurances that this sale will occur, it is expected to be concluded during the fourth quarter of 2000. This investment is classified as Property held for disposition, net on the Balance Sheet as of September 30, 2000. Investment Activity Interest on cash equivalents for the three and nine months ended September 30, 2000 was $99,691 and $321,965, respectively, compared to $128,911 and $316,967 for the same periods in 1999. Interest income for the three month period ended September 30, 1999 was $29,220 higher than the respective three month period of 2000 due to the temporary investment of sale proceeds prior to distribution from the sales of Puente Street and Dahlia in June and August 1999, respectively. The overall nine month balances remained relatively stable. For the three and nine month periods ended September 30, 2000, real estate operations were $94,248 and $520,459, respectively, compared to $13,101 and $1,064,392 for the same periods in 1999. The comparative three month increase is due to increased occupancy as well as lower operating expenses at Santa Rita Plaza in 2000 as well as a reversal of previously recognized straight-line rental revenue in prior year related to the sale of Dahlia in August 1999, which was recognized during the three months ended September 30, 1999. The overall nine month decrease is due to the sales of Puente Street, Dahlia and Columbia Gateway in June 1999, August 1999 and December 1999, respectively. Portfolio Expenses The Partnership management fee is 9% of distributable cash flow from operations after any increase or decrease in working capital reserves as determined by the managing general partner. General and administrative expenses consist primarily of real estate appraisal, printing, legal, accounting and investor servicing fees. The Partnership management fee decreased between both the comparative three and nine month periods ended September 30, 1999 and 2000, due to the decrease in distributable operational cash flow as a result of the sales of Puente Street, Dahlia and Columbia Gateway in June 1999, August 1999 and December 1999, respectively. The nine month management fees in 1999 also included fees recognized as a result of a special distribution from operating reserves. During the respective three and nine month periods of 1999 and 2000, general and administrative expenses increased by $32,218 and $36,999, respectively. The increases are primarily due to an increase in investor servicing fees which were offset by lower appraisal fees in 2000. 13 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 2000 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 September 30, 2000. 14 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 PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP (Registrant) November 9, 2000 /s/ Alison L. Husid ------------------------------- Alison L. Husid President, Chief Executive Officer and Director of Managing General Partner Fifth Copley Corp. November 9, 2000 /s/ Jem A. Hudgins -------------------------------- Jem A. Hudgins Principal Financial and Accounting Officer of Managing General Partner, Fifth Copley Corp. 15 EX-27 2 0002.txt EXHIBIT 27 - FINANCIAL DATA SCHEDULE
5 9-MOS DEC-31-2000 SEP-30-2000 6,245,865 0 0 0 0 6,245,865 8,427,606 0 14,673,471 132,862 2,006,447 0 0 0 12,534,162 14,673,471 1,528,862 2,406,991 645,833 645,833 698,395 0 0 1,062,763 0 1,062,763 0 0 0 1,062,763 12.80 12.80
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