-----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, Bib2wAfngUHy8goK7B5a1jJORuFhl6eZjKuGYYQV6xkesNyMlFIsHl7GjmaVvDUb lcPSD4n7Vt1m7Ny/of8nHQ== 0000927016-01-001504.txt : 20010327 0000927016-01-001504.hdr.sgml : 20010327 ACCESSION NUMBER: 0000927016-01-001504 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND PENSION PROPERTIES V CENTRAL INDEX KEY: 0000806028 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 042940131 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-17808 FILM NUMBER: 1579463 BUSINESS ADDRESS: STREET 1: 225 FRANKLIN ST 25TH FL CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6175781200 10-K 1 0001.txt FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 Commission File No. 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 incorporation or organization) Identification No) World Trade Center East Two Seaport Lane, 16th Floor Boston, Massachusetts 02210 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 261-9000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Units of Limited Partnership Interest (Title of Class) 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 |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| No voting stock is held by nonaffiliates of the Registrant. DOCUMENTS INCORPORATED BY REFERENCE ----------------------------------- None PART I Item 1. Business. New England Pension Properties V; A Real Estate Limited Partnership (the "Partnership") was organized under the Uniform Limited Partnership Act of the Commonwealth of Massachusetts on October 23, 1986, to invest primarily in to-be-developed, newly-constructed and existing income-producing real properties. The Partnership was initially capitalized with contributions of $2,000 in the aggregate from Fifth Copley Corp. (the "Managing General Partner") and ECOP Associates Limited Partnership (the "Associate General Partner") (collectively, the "General Partners") and $10,000 from Copley Real Estate Advisors, Inc. (the "Initial Limited Partner"). The Partnership filed a Registration Statement on Form S-11 (the "Registration Statement") with the Securities and Exchange Commission on November 12, 1986, with respect to a public offering of 60,000 units of limited partnership interest at a purchase price of $1,000 per unit (the "Units") with an option to sell up to an additional 60,000 Units (an aggregate of $120,000,000). The Registration Statement was declared effective on January 9, 1987. The first sale of Units occurred on July 23, 1987, at which time the Initial Limited Partner withdrew its contribution from the Partnership. Investors were admitted to the Partnership thereafter at monthly closings; the offering terminated and the last group of subscription agreements was accepted by the Partnership on December 31, 1987. As of January 31, 1988, a total of 83,291 Units had been sold, a total of 12,900 investors had been admitted as limited partners (the "Limited Partners") and a total of $82,761,530 had been contributed to the capital of the Partnership. The remaining 36,709 Units were de-registered on March 17, 1988. At December 31, 2000, the Partnership owned one real property investment described in B. below. Two investments were sold in 1994, two investments were sold in 1997, three investments were sold in 1999 and one investment was sold in 2000 (see A. below). Sales proceeds were distributed in the amount of $48 per Unit in 1994, $28 per Unit in 1995, $308 per Unit in 1997, $249 per Unit in 1999 and $94 per unit in 2000. The Partnership has no current plan to renovate, improve or further develop any of its real property. In the opinion of the Managing General Partner, the remaining property is adequately covered by insurance. The Partnership has no employees. Services are performed for the Partnership by the Managing General Partner and affiliates of the Managing General Partner. As of December 31, 2000, the Partnership held the real property investment described below (see B.). Additionally, the Partnership sold eight other real estate investments between 1994 and 2000. The principal terms of these sales are set forth in the following table:
Net Sale Distribution Distribution Investment Date Sold Proceeds Per Unit Date ---------- --------- -------- -------- ---- Waters Landing II 2/00 $2,114,506 $24.00 3/00 Columbia Gateway Corporate Park 12/99 $5,891,032 $70.00 1/00 Dahlia 8/99 $9,723,207 $115.00 9/99 Puente Street 6/99 $11,211,554 $134.00 7/99 Palms Business Center III & IV 10/97 $17,823,259 $216.00 11/97 University Business Park 5/97 $7,994,130 $92.00 6/97 Lakewood 8/94 $4,297,367 $48.00(1) 9/94 (1) C.S. Graham 6/94 $3,720,076 $48.00(1) 9/94 (1)
(1) The distributions per unit relating to Lakewood and C.S. Graham were not calculated individually and the $48.00 per unit is an aggregate of the proceeds from the two sales. 2 A. Land in Germantown, Maryland ("Waters Landing II"). On May 26, 1987, the Partnership acquired a 60% interest in a joint venture with Waters Landing Two - Oxford Limited Partnership ("Oxford"). As of April 1, 1996, the Partnership had contributed $1,403,112 to the capital of the joint venture out of a maximum commitment of $4,682,400. The joint venture agreement entitled the Partnership to receive a monthly preferred return on its invested capital at the rate of 10.5% per annum. Prior to December 1, 1994, such monthly preferred return was permitted to accrue to the extent that the joint venture did not have sufficient cash to pay it. The joint venture agreement also entitled the Partnership to receive 60% of all remaining cash flow from operations and 60% of net sale and refinancing proceeds following the return of the Partnership's equity. The Partnership also committed to make a loan of up to $3,121,600 to Oxford for investment in the venture of which $935,408 had been funded as of April 1, 1996. Interest only on the loan was payable monthly at the rate of 10.5% per annum. The loan was due upon the sale of the joint venture's assets or the sale of Oxford's interest in the joint venture. Oxford was required to apply any cash flow received from operations of the joint venture to interest payments on the loan and to apply proceeds of financings or sales received from the joint venture to payments of the interest on and principal of the loan. The loan was secured by Oxford's interest in the joint venture. Effective April 1, 1996, Oxford's ownership interest was transferred and assigned to the Partnership and a wholly-owned affiliate of the Partnership. The joint venture owned approximately 8.5 acres of land in Germantown, Maryland and originally intended to construct a 144-unit apartment complex thereon. Development had been postponed due to the excess supply of apartment units in the Germantown area. During 1995, after receiving a number of feasibility studies of alternative development proposals for the site, the Managing General Partner determined development would not yield a sufficient return to justify the investment risk. In early November, 1998, a Purchase and Sale Agreement was executed by the Partnership to sell the Waters Landing II investment. 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. On March 15, 2000 the Partnership made a capital distribution of $1,973,472 ($24 per limited partnership unit) from the sale proceeds. B. Shopping Center in Salinas, California ("Santa Rita Plaza"). On February 1, 1989, the Partnership acquired a 60% interest in a joint venture formed with Rodde McNellis/Salinas. On July 20, 1990, the Partnership committed to increase its maximum contribution from $9,500,000 to $11,350,000, of which $6,500,000 is characterized as Senior Capital and $4,850,000 is characterized as Junior Capital. As of December 31, 2000, the Partnership had contributed $11,263,539 to the capital of the joint venture. The Partnership agreement entitles the Partnership to receive a monthly preferred return on its Senior Capital at the rate of 10.5% per annum during months 1-24 of the joint venture's operations and a monthly preferred return to reduce its outstanding Senior Capital, together with a return at the rate of 10.5% per annum, based on a 27-year amortization schedule, during months 25-120 of the joint venture's operations. The entire outstanding Senior Capital is due and payable ten years after the date of the Partnership's first investment of Senior Capital. It is anticipated that the Senior Capital will be repaid in full in March 2001, upon the sale of the property. The Partnership agreement also entitles the Partnership to receive a priority return payment on its Junior Capital at the rate of 10.5% per annum. Such junior priority return payment will accrue and bear interest at the rate of 10.5% per annum, if sufficient cash is not available therefor. At such time as the aggregate of accrued junior priority return payments total $1,000,000, all junior priority return payments and the return on the accrued junior priority return payments will thereafter be paid currently; provided, however, that the $1,000,000 threshold will be increased by each dollar of Junior Capital which the Partnership elects not to contribute to fund its return. The Junior Capital will be due and payable after the fifteenth year of the joint venture's operations. On August 1, 1995 the joint venture was converted into a California limited partnership with the Partnership as the general partner with a 63% ownership interest and an affiliate of Rodde/McNellis Salinas as the limited partner with a 37% interest. The Partnership agreement also entitles the Partnership to receive 63% of cash flow remaining after payment of the preferred return and 63% of sale and refinancing proceeds following the return of the Partnership's equity. 3 The limited partnership has a leasehold interest in approximately 10.56 acres of land in Salinas, California (the "Land") and had completed construction thereon of five one-story retail buildings containing a total of approximately 125,247 square feet. The ground lease has a term of 75 years with two options to extend, for ten years each. Under the ground lease, fixed rent of $390,000 per annum is payable. A percentage rent equal to 11.55% of rents in excess of $1,400,000 received by the ground lessee from subtenants, excluding expense reimbursements, is also payable. As of December 31, 2000, the buildings were 100% leased. On August 1, 1995 the Partnership made a $1,750,000 loan to Nielsen Properties, Ltd., which is the ground lessor, for a term of 15 years. The loan earns interest at the rate of 8.75% per annum. The note is secured by a deed of trust on the Land. In conjunction with this loan, Nielsen Properties, Ltd. repaid the limited partnership $1,299,052, representing full payment of two outstanding notes receivable. The Partnership had the right to require full payment of the note on or after August 1, 2000. On August 3, 2000, the Partnership exercised this right and notified Nielsen Properties, Ltd. that the maturity date had been accelerated to a date specified by the Partnership, not less than 365 days from the date of notice. Accordingly, all amounts of principal and interest then unpaid will be due and payable on August 6, 2001. 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 first quarter of 2001. 4 Item 2. Properties The following table sets forth the annual realty taxes for the Partnership's last remaining property and information regarding tenants who occupy 10% or more of gross leasable area (GLA) in the Partnership's property.
- ------------------------------------------------------------------------------------------------------------------------------------ Estimated Annual 2001 Number of Contract Annual Tenants with Square Feet Rent Realty 10% or More Name(s) of of Each Per Square Property Taxes of GLA Tenant(s) Tenant Foot - ------------------------------------------------------------------------------------------------------------------------------------ Shopping Ctr in Salinas, CA $132,270 2 Food Maxx 51,008 $7.73 Ross Dress for Less 17,068 $12.80 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------- Lease Renewal Line of Business Property Expiration Options of Principal Tenants - ------------------------------------------------------------------------------------------- Shopping Ctr in Salinas, CA 8/2010 Three for 5 Supermarket Years 6/2001 None Apparel Retailer - -------------------------------------------------------------------------------------------
5 The following table sets forth for each of the last five years the gross leasable area, occupancy rates, rental revenue, and net effective rent for the Partnership's last remaining property:
- -------------------------------------------------------------------------------------------------- Property Gross Leasable Year-End Rental Net Effective Area Occupancy Revenue Rent Recognized ($/sf/yr)* - -------------------------------------------------------------------------------------------------- Shopping Center in Salinas, CA 1996 125,247 98% $1,718,737 $14.56 1997 125,247 95% $1,759,594 $14.60 1998 125,247 98% $1,818,936 $14.97 1999 125,247 98% $1,717,471 $14.28 2000 125,247 100% $1,952,088 $15.76 - -------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------
* Net Effective Rent calculation is based on average occupancy during the respective years. 6 Following is a schedule of lease expirations for each of the next ten years for the Partnership's last remaining property based on the annual contract rent in effect at December 31, 2000: - ------------------------------------------------------------------------- TENANT AGING REPORT - ------------------------------------------------------------------------- Property # of Lease Total Total Percentage of Expirations Square Feet Annual Contract Gross Annual Rent Rental* - ------------------------------------------------------------------------- Shopping Center in Salinas, CA 2001 11 37,314 $519,598 33% 2002 2 1,760 $28,432 2% 2003 6 8,790 $169,443 11% 2004 2 6,526 $88,666 5% 2005 3 11,035 $219,706 14% 2006 1 4,999 $89,982 6% 2007 0 0 $0 0% 2008 0 0 $0 0% 2009 0 0 $0 0% 2010 3 54,823 $468,765 29% - ------------------------------------------------------------------------- * Does not include expenses paid by tenants. 7 The following table sets forth for the Partnership's last remaining property the: (i) federal tax basis, (ii) rate of depreciation, (iii) method of depreciation, (iv) life claimed, and (v) accumulated depreciation, with respect to such property or component thereof for purposes of depreciation:
- ----------------------------------------------------------------------------------------------------------------------------- Rate of Life Accumulated Entity / Property Tax Basis Depreciation Method in years Depreciation - ----------------------------------------------------------------------------------------------------------------------------- Shopping Center, Salinas, CA Building & Improvements 559,531 2.5% SL 40 59,296 Building & Improvements 8,989,174 3.18% SL 31.5 3,238,145 --------- --------- Total Depreciable Assets 9,548,705 3,297,441 Total Depreciable Assets $9,548,705 $3,297,441 ========== ========== - -----------------------------------------------------------------------------------------------------------------------------
SL= Straight Line 8 Following is information regarding the competitive market conditions for the Partnership's last remaining property. This information has been gathered from sources deemed reliable. However, the Partnership has not independently verified the information and, as such, cannot guarantee its accuracy or completeness. Shopping Center in Salinas, California Salinas has approximately 4,000,000 square feet of retail space with most of it concentrated in northern Salinas, which has long been Monterey County's regional shopping hub. Salinas' regional trade area frames Highway 101 and N. Main St. with three large retail centers: the County's only enclosed regional mall, the 1,100,000-square-foot Northridge Mall and the County's two largest power centers-the 665,000-square-feet Harden Ranch Plaza and the 600,000-square-foot Westridge Center, which are within a short distance of each other. Due to their regional draw, these centers have enjoyed low vacancy rates since being built. Adding to the area's strong regional positioning is the new Salinas Auto Mall, immediately west of Santa Rita Plaza, which will house 14 dealers on 100 acres. Item 3. Legal Proceedings. The Partnership is not a party to, nor are any of its properties subject to, any material pending legal proceedings. Item 4. Submission of Matters to a Vote of Security Holders. No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. There is no active market for the Units. Trading in the Units is sporadic and occurs solely through private transactions. As of December 31, 2000, there were 11,856 holders of Units. The Partnership's Amended and Restated Agreement of Limited Partnership dated July 23, 1987, as amended to date (the "Partnership Agreement"), requires that any Distributable Cash (as defined therein) be distributed quarterly to the Partners in specified proportions and priorities. There are no restrictions on the Partnership's present or future ability to make distributions of Distributable Cash. Cash distributions paid in 2000 or distributed after year end with respect to 2000 to the Limited Partners as a group totaled $6,788,744, including $1,973,472 of returned capital from the proceeds of property sales and $3,618,032 of returned capital previously held in reserves. Cash distributions paid in 1999 or distributed after year end with respect to 1999 to the Limited Partners as a group totaled $29,867,676 including $26,230,732 of returned capital from the proceeds of property sales. Cash distributions exceeded net income in 2000 and, therefore, resulted in a reduction of partners' capital. Operating cash distributions exceeded net cash provided by operating activities. Reference is made to the Partnership's Statement of Partners' Capital (Deficit) and Statement of Cash Flows in Item 8 hereof. 9 Item 6. Selected Financial Data
For Year For Year For Year For Year For Year Ended or Ended or Ended or Ended or Ended or as of as of as of as of as of 12/31/00(1) 12/31/99(2) 12/31/98 12/31/97(3) 12/31/96 -------- -------- -------- -------- -------- Revenues $ 2,487,704 $ 3,709,675 $ 5,174,753 $17,197,366 $ 7,716,609 Net Income $ 1,360,398 $ 5,540,881 $ 2,175,480 $13,153,920 $ 3,392,534 Net Income per Weighted Average Limited Partnership Unit $ 16.38 $ 66.71 $ 26.17 $ 158.07 $ 40.72 Total Assets $11,136,652 $22,367,036 $40,737,607 $42,788,822 $59,590,134 Total Cash Distributions per Limited Partnership Unit outstanding for the entire period, including amounts distributed after year end with respect to such year $ 82.56 $ 363.23 $ 48.78 $ 366.45 $ 55.44
(1) During 2000, net income includes a gain of $556,164 recognized on the sale of one investment. Cash distributions include a return of capital of $68 per Unit. (2) During 1999, net income includes gains of $4,429,391 recognized on the sale of three investments. Cash distributions include a return of capital of $319 per Unit. (3) During 1997, net income includes a gain of $10,176,990 recognized on the sale of two investments. Cash distributions include a return of capital of $308 per Unit. 10 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources The Partnership completed its offering of units of limited partnership interest in December 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. Eight investments have been sold, one in each of June 1994, August 1994, May 1997, October 1997, June 1999, August 1999, December 1999 and February 2000. As a result of the sales and other capital transactions, capital of $63,468,312 has been returned to the limited partners through December 31, 2000. The adjusted capital contribution was reduced to $952 from $1,000 per Unit in 1994, then to $924 in July 1995, then to $616 in 1997, then to $367 in 1999 and then to $229 in 2000. A portion of the sales proceeds was used to pay previously accrued, but deferred, management fees to AEW Real Estate Advisors (the "Advisor") ($40,580 in 2000, $234,897 in 1999, $447,745 in 1997, $183,426 in 1995 and $1,259,988 in 1994). At December 31, 2000, the Partnership had $2,762,388 in cash and cash equivalents, of which $200,171 was used for operating cash distributions to partners on January 25, 2001; the remainder will be retained as working capital reserves. The source of future liquidity or 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 to 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 relating the fourth quarter of 2000 were made at the annualized rate of 4% on the weighted average capital contribution of $240.96. 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. Distributions of cash from operations relating to the third quarter of 1999 were made at the annualized rate of 4.50% on the weighted average adjusted capital contribution of $511.53. Fourth quarter 1999 distributions of cash from operations were made at the annualized rate of 4.50% on the adjusted capital contribution of $367. The third and fourth quarter rate decreases were a result of the sales of Puente Street and Dahlia and the consequent reduction in cash flow. The carrying value of real estate investments in the financial statements at December 31, 2000 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 December 31, 2000, the appraised value of the last remaining investment exceeded its related carrying value by approximately $335,000. 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 dated as of October 13, 2000. 11 Results of Operations Form of Real Estate Investments Effective April 1, 1996, the Waters Landing II joint venture was restructured and the venture partner's ownership interest was assigned to the Partnership. This investment was sold during 2000. Effective August 1, 1995 and September 1, 1995, respectively, the Santa Rita Plaza and Dahlia joint venture investments were restructured to grant the Partnership control over management decisions. Accordingly, these investments have been accounted for as wholly-owned properties since those dates. The Dahlia investment was sold during 1999. The Puente Street investment was a wholly-owned property and was also sold during 1999. The Columbia Gateway Corporate Park investment, which was originally structured as a joint venture with a real estate development/management firm and an affiliate of the Partnership, was restructured to give the Partnership and the affiliate of the Partnership full control over the business of joint venture effective January 1, 1998. This investment was also sold during 1999. Operating Factors As mentioned above, the Waters Landing II investment was sold on February 17, 2000 and the Partnership recognized a gain of $556,164. As mentioned above, the Columbia Gateway Corporate Park joint venture investment in which the Partnership and an affiliate owned a 30.5% and 69.5% interest, respectively, sold its property on December 20, 1999. The Partnership recognized its 30.5% share of the gain in the amount 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. Occupancy at Santa Rita Plaza was 100% at December 31, 2000 compared to 98% at both December 31, 1999 and 1998. Although occupancy is strong at this time, leases for another 30% of the space will expire during 2001. Renewals for these leases are being actively pursued at this time. 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 first quarter of 2001. Investment Results Interest on cash and cash equivalents decreased by approximately $47,000 in 2000 compared to 1999 as a result of lower investment balances due to the sale of Waters Landing II in February 2000 as well as a capital distribution made from unallocated original working capital reserves in 2000. Interest on cash and cash equivalents decreased by approximately $58,000 in 1999 as compared to 1998 as a result of lower investment balances due to the sale of Puente Street in June 1999 and Dahlia in August 1999. 12 2000 Compared to 1999 Real estate operations decreased overall by approximately $469,000 between 2000 and 1999. This decrease is primarily due to the sale of Columbia Gateway Corporate Park joint venture in December 1999. Operating results at Santa Rita Plaza have increased due to 1) a higher yearly average occupancy between 2000 and 1999, 2) an increase in 2000 rental rates and 3) no depreciation and amortization expense taken for the last quarter of 2000 due to the asset being held for sale. This increase in operations is offset by the sales of Puente Street in June 1999 and Dahlia in August 1999. 1999 Compared to 1998 Real estate operations decreased overall by approximately $1,022,105 between 1999 and 1998. This decrease is primarily due to lower operating results from both Puente Street and Dahlia due to the sale of these assets during 1999 (partial year operations in 1999 versus full year operations in 1998). Operating results at Santa Rita Plaza also decreased due to lower interest income and higher depreciation expense. 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. 2000 Compared to 1999 The Partnership management fee decreased due to a decrease in distributable cash flow from operations as a result of the sale of three assets in 1999 and one asset in 2000. General and administrative expenses increased by approximately $35,000 or 13%, primarily due to an increase in investor servicing and legal fees which were partially offset by a decrease in appraisal fees due to one less asset in 2000 compared to 1999. 1999 Compared to 1998 The Partnership management fee decreased due to a decrease in distributable cash flow from operations as a result of the sale of two assets in 1999. General and administrative expenses increased by approximately $22,000 or 9%, primarily due to an increase in state taxes which was partially offset by a decrease in appraisal fees due to three fewer assets in 1999 compared to 1998. Inflation By their nature, real estate investments tend not to be adversely affected by inflation. Inflation may result in appreciation in the value of real estate investments over time if rental rates and replacement costs increase. Declines in real property values during the period of Partnership operations, due to market and economic conditions, have overshadowed the positive effect inflation may have on the value of the Partnership's investments. Item 7A. Quantitative and Qualitative Disclosures about Market Risk The Partnership was not party to derivative financial instruments or derivative commodity instruments at or during the year ended December 31, 2000. 13 Item 8. Financial Statements and Supplementary Data. The independent auditor's reports, financial statements and financial statement schedule listed in the accompanying index are filed as part of this report. See Index to the Financial Statement and Schedule on page 19. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. The Partnership has had no disagreements with its accountants on any matters of accounting principles or practices or financial statement disclosure. PART III Item 10. Directors and Executive Officers of the Registrant. (a) and (b) Identification of Directors and Executive Officers. The following table sets forth the names of the directors and executive officers of the Managing General Partner and the age and position held by each of them as of December 31, 2000.
Name Position(s) with the Managing General Partner Age - ---- --------------------------------------------- --- Alison L. Husid President, Chief Executive Officer and Director 38 Pamela J. Herbst Vice President and Director 45 J. Grant Monahon Vice President and Director 55 James J. Finnegan Vice President 40 Dana C. Spires Treasurer and Principal Financial and Accounting Officer 34
(c) Identification of Certain Significant Employees. None. (d) Family Relationships. None. (e) Business Experience. The Managing General Partner was incorporated in Massachusetts on October 23, 1986. The background and experience of the executive officers and directors of the Managing General Partner are as follows: Alison L. Husid is a Portfolio Manager in the Direct Investments group of AEW Capital Management, L.P. ("AEW"), the Advisor's parent, with responsibility for several real estate equity portfolios representing approximately $700 million in client capital. She has over 15 years of experience in real estate finance and investment management. Alison joined AEW in 1987 as Controller for a portfolio management team responsible for the acquisition, management, restructuring and disposition of client assets in New England and the western U.S. She later served as Asset Manager for a portfolio of assets in Arizona and the West Coast. Prior to joining AEW, Alison worked for several years as a Senior Auditor with Peat Marwick, Main & Co. She is a Certified Public Accountant and a graduate of the University of Massachusetts (B.A.). 14 Pamela J. Herbst is Head of AEW's Direct Investments group, with oversight responsibility for approximately $4 billion of client assets. With over 20 years of direct real estate experience, Pam is a Principal of AEW, and a member of AEW's Management Committee, Investment Committee and Investment Policy Group. Since joining AEW's predecessor in 1982, Pam has held various senior level positions in investment management, acquisitions and corporate operations. In addition to holding a number of industry certifications, she is a member of various real estate industry trade organizations, and sits on the Board of Directors of the National Association of Real Estate Investment Managers (NAREIM). Pam is a graduate of the University of Massachusetts (B.A.) and Boston University (M.B.A.). J. Grant Monahon is AEW's Chief Operating Officer and a member of its Management Committee, Investment Committee and Investment Policy Group. He has over 25 years of experience in real estate law and investments and formerly served as AEW's General Counsel. Prior to joining AEW in 1987, Grant was a partner with a major Boston law firm. As the head of that firm's real estate finance department, he represented a wide variety of institutional clients, both domestic and international, in complex equity and debt transactions. He is the former Chairman of the General Counsel section of the National Association of Real Estate Investment Managers. Grant is a graduate of Dartmouth College (B.A.) and Georgetown University Law Center (J.D.). James J. Finnegan is AEW's General Counsel. He has over fifteen years of experience in real estate, including seven years in private practice with major New York City and Boston law firms. Jay has extensive experience in creating and implementing real estate investment and portfolio management strategies for institutional investors. Jay joined AEW in 1992 and has been actively involved in various aspects of AEW's investment activities, including public and private debt and equity investments. He also serves as AEW's securities and regulatory compliance officer, and is the Principal of AEW Securities, L.P., AEW's affiliated broker/dealer. Jay is a member of the General Counsel section of the National Association of Real Estate Investment Managers. He is a graduate of the University of Vermont (B.A.) and Fordham University School of Law (J.D.). Dana C. Spires is a Controller in AEW's Direct Investment group, with responsibility for overseeing the accounting and financial reporting for several direct investment clients. Prior to joining AEW in 2000, he worked as a Controller for both Finard & Company, LLC and Leggat McCall Retirement Properties LLC. Mr. Spires has over twelve years of financial experience in the real estate field. He is a graduate of Thiel College. (f) Involvement in Certain Legal Proceedings. None. Item 11. Executive Compensation. Under the Partnership Agreement, the General Partners and their affiliates are entitled to receive various fees, commissions, cash distributions, allocations of taxable income or loss and expense reimbursements from the Partnership. See Note 1, Note 2 and Note 6 of Notes to Financial Statements. The following table sets forth the amounts of the fees and cash distributions and reimbursements for out-of-pocket expenses which the Partnership paid to or accrued for the account of the General Partners and their affiliates for the year ended December 31, 2000. Cash distributions to General Partners include amounts distributed after year end with respect to 2000. 15
Amount of Compensation and Receiving Entity Type of Compensation Reimbursement - ---------------- -------------------- ------------- General Partners Share of Distributable Cash $ 12,095 AEW Real Estate Advisors, Inc. Management Fees and 136,604 (formerly known as Copley Real Reimbursement of Expenses Estate Advisors, Inc.) New England Securities Corporation Servicing Fees plus out-of- pocket reimbursements 23,061 ------------------ TOTAL $ 171,760 ==================
For the year ended December 31, 2000 the Partnership allocated $(5,940) of taxable loss to the General Partners. Item 12. Security Ownership of Certain Beneficial Owners and Management. (a) Security Ownership of Certain Beneficial Owners No person or group is known by the Partnership to be the beneficial owner of more than 5% of the outstanding Units at December 31, 2000. Under the Partnership Agreement, the voting rights of the Limited Partners are limited and, in some circumstances, are subject to the prior receipt of certain opinions of counsel or judicial decisions. Except as expressly provided in the Partnership Agreement, the right to manage the business of the Partnership is vested exclusively in the Managing General Partner. (b) Security Ownership of Management. The General Partners of the Partnership owned no Units at December 31, 2000. (c) Changes in Control. There exists no arrangement known to the Partnership the operation of which may at a subsequent date result in a change in control of the Partnership. Item 13. Certain Relationships and Related Transactions. The Partnership has no relationships or transactions to report other than as reported in Item 11, above. 16 PART IV Item 14. Exhibits, Financial Statements, and Reports on Form 8-K. (a) The following documents are filed as part of this report: (1) Financial Statements--The Financial Statements listed on the accompanying Index to Financial Statements and Schedule and Financial Statements Index No. 2 are filed as part of this Annual Report. (2) Financial Statement Schedule - The Financial Statement Schedule listed on the accompanying Index to Financial Statements and Schedule are filed as part of this Annual Report. (3) Exhibits--The Exhibits listed in the accompanying Exhibit Index are filed as a part of this Annual Report and incorporated in this Annual Report as set forth in said Index. (b) Reports on Form 8-K. No current reports on Form 8-K were filed during the fourth quarter ended December 31, 2000. 17 New England Pension Properties V; A Real Estate Limited Partnership Financial Statements * * * * * * * * December 31, 2000 18 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP INDEX TO FINANCIAL STATEMENTS AND SCHEDULE Report of Independent Accountants Financial Statements: Balance Sheets - December 31, 2000 and 1999 Statements of Operations - Years ended December 31, 2000, 1999 and 1998 Statements of Partners' Capital (Deficit) - Years ended December 31, 2000, 1999 and 1998 Statements of Cash Flows - Years ended December 31, 2000, 1999 and 1998 Notes to Financial Statements Financial Statement Schedule: Schedule III - Real Estate and Accumulated Depreciation at December 31, 2000 All other schedules are omitted because they are not applicable 19 Report of Independent Accountants To the Partners of New England Pension Properties V; A Real Estate Limited Partnership: In our opinion, the financial statements listed in the accompanying index present fairly, in all material respects, the financial position of New England Pension Properties V; A Real Estate Limited Partnership (the "Partnership") at December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related financial statements. These financial statements and the financial statement schedule are the responsibility of Fifth Copley Corp., the Managing General Partner of the Partnership (the "Managing General Partner"); our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the Managing General Partner, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. /s/ PriceWaterhouseCoopers LLP Boston, MA March 13, 2001 20 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP BALANCE SHEETS
December 31, ------------------------------------------ 2000 1999 --------------- ---------------- Assets Real estate investments: Property, net $ -- $ 8,695,906 Joint venture -- 152,500 --------------- ---------------- -- 8,848,406 Property held for disposition, net 8,374,264 1,491,742 Cash and cash equivalents 2,762,388 12,026,888 --------------- ---------------- $ 11,136,652 $ 22,367,036 =============== ================ Liabilities and Partners' Capital Accounts payable $ 123,393 $ 93,275 Accrued management fees 9,899 16,963 Deferred management and disposition fees 2,016,345 1,930,523 --------------- ---------------- Total liabilities 2,149,637 2,040,761 --------------- ---------------- Partners' capital (deficit): Limited partners ($229 and $367 per unit; respectively, 160,000 units authorized, 82,228 issued and outstanding,) 9,000,022 20,339,363 General partners (13,007) (13,088) ---------------- ----------------- Total partners' capital 8,987,015 20,326,275 --------------- ---------------- $ 11,136,652 $ 22,367,036 =============== ================
(See accompanying notes to financial statements) 21 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS
Year ended December 31, --------------------------------------------------------------- 2000 1999 1998 --------------- --------------- --------------- Investment Activity Property rentals $ 1,976,430 $ 2,707,017 $ 4,103,360 Interest income on loan to ground lessor 127,688 135,330 142,492 Property operating expenses (499,211) (828,020) (949,126) Ground rent expense (390,000) (390,000) (390,000) Depreciation and amortization (362,570) (739,415) (1,003,722) --------------- --------------- --------------- 852,337 884,912 1,903,004 Equity in joint venture earnings -- 436,427 440,440 -------------- -------------- -------------- Total real estate operations 852,337 1,321,339 2,343,444 Gain on sale of investment in joint venture -- 957,057 -- Gain on sales of property 556,164 3,472,334 -- -------------- -------------- -------------- Total real estate activity 1,408,501 5,750,730 2,343,444 Interest on cash equivalents and short-term investments 383,586 430,901 488,461 -------------- -------------- -------------- Total investment activity 1,792,087 6,181,631 2,831,905 -------------- -------------- -------------- Portfolio Expenses Management fee 119,604 363,331 401,138 General and administrative 312,085 277,419 255,287 -------------- -------------- -------------- 431,689 640,750 656,425 -------------- -------------- -------------- Net Income $ 1,360,398 $ 5,540,881 $ 2,175,480 ============== ============== ============== Net income per weighted average limited partnership unit $ 16.38 $ 66.71 $ 26.17 ============== ============== ============== Cash distributions per limited partnership unit outstanding for the entire year $ 154.28 $ 297.96 $ 51.61 ============== ============== ============== Weighted average number of limited partnership units outstanding during the year 82,228 82,228 82,309 ============== ============== ==============
(See accompanying notes to financial statements) 22 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
Year ended December 31, -------------------------------------------------------------------------------- 2000 1999 1998 -------------------------- ------------------------- ------------------------ General Limited General Limited General Limited Partners Partners Partners Partners Partners Partners Balance at beginning of year $ (13,088) $ 20,339,363 $ (27,832) $ 39,354,545 $ (6,663) $ 41,511,957 Repurchase of limited partnership units -- -- -- -- -- (61,776) Cash distributions (13,523) (12,686,135) (40,665) (24,500,654) (42,924) (4,249,361) Net income 13,604 1,346,794 55,409 5,485,472 21,755 2,153,725 ---------- ------------- --------- ------------- --------- ------------ Balance at end of year $ (13,007) $ 9,000,022 $ (13,088) $ 20,339,363 $ (27,832) $ 39,354,545 ========== ============= ========= ============= ========= ============
(See accompanying notes to financial statements) 23 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS
Year ended December 31, ------------------------------------------------- 2000 1999 1998 ---- ---- ---- Cash flows from operating activities: Net income $ 1,360,398 $ 5,540,881 $ 2,175,480 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 362,570 739,415 1,003,722 Gain on sale of investment in joint venture -- (957,057) -- Gain on sales of property (556,164) (3,472,334) -- Increase in property deferred lease commissions (48,175) (67,465) (224,692) Equity in joint venture earnings -- (436,427) (440,440) Cash distributions from joint ventures 152,500 374,058 430,606 Decrease in investment income receivable -- -- 64,217 Decrease (increase) in property working capital (64,335) 598,955 (208,803) Increase (decrease) of deferred management fee 19,222 (153,203) - Increase (decrease) in operating liabilities 23,054 (48,658) 127,366 ------------- -------------- ------------ Net cash provided by operating activities 1,249,070 2,118,165 2,927,456 ------------- ------------- ------------ Cash flows from investing activities: Net proceeds from sale of investments 2,047,906 26,347,165 -- Deferred disposition fees 66,600 831,728 -- Investments in property (15,265) (28,602) (2,027,390) Repayments received on loan to ground lessor 86,847 79,596 72,951 Decrease in short-term investments, net -- -- 4,297,813 ------------ ------------- ----------- Net cash provided by investing activities 2,186,088 27,229,887 2,343,374 ------------- ------------- ------------ Cash flows from financing activities: Distributions to partners (12,699,658) (24,541,319) (4,292,285) Repurchase of limited partnership units - - (61,776) ------------- ------------- ------------ Net cash used in financing activities (12,699,658) (24,541,319) (4,354,061) -------------- -------------- ------------ Net increase (decrease) in cash and cash equivalents (9,264,500) 4,806,733 916,769 Cash and cash equivalents: Beginning of year 12,026,888 7,220,155 6,303,386 ------------- ------------- ------------ End of year $ 2,762,388 $ 12,026,888 $ 7,220,155 ============= ============= ============
(See accompanying notes to financial statements) 24 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION AND BUSINESS General 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 to-be-developed, 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 the last remaining real estate investment it currently owns prior to the end of 1989. It intends to dispose of its investments within twelve years of their acquisition, and then liquidate. The Managing General Partner of the Partnership is Fifth Copley Corp., a wholly-owned subsidiary of AEW Real Estate Advisors, Inc. (the "Advisor"), formerly known as Copley Real Estate Advisors, Inc. ("Copley"). The associate general partner is ECOP Associates Limited Partnership, a Massachusetts limited partnership. Subject to the Managing General Partner's overall authority, the business of the Partnership is managed by the Advisor pursuant to an advisory contract. The Advisor is a wholly-owned subsidiary of AEW Capital Management L.P., a wholly-owned subsidiary of Nvest Companies, L.P. (the "Company"). On October 30, 2000, Paris-based CDC IXIS Asset Management ("CDCIAM") acquired the Company and its affiliated partnership, Nvest, L.P. (the "Acquisition"). Subsequently, the Company's name was changed to CDC IXIS Asset Management North America, LP. CDCIAM is the investment management arm of France's CDC IXIS, a subsidiary of Caisse des Depots Group ("CDC"). The Acquisition was accomplished through CDCIAM's wholly owned subsidiary, CDC IXIS Asset Management US Corporation ("CDCIAM US Corp."), which has a 99% direct limited partnership interest in the Company and is the sole owner of the Company's 1% general partner, CDC IXIS Asset Management US, LLC. Prior to the Acquisition, the Company was owned by Nvest, L.P. ("Nvest"), a publicly traded limited partnership with an approximate 15 percent interest, and by private unitholders. The general partner of Nvest and the managing general partner of the Company was a wholly-owned subsidiary of Metropolitan Life Insurance Company ("MetLife"). In total, MetLife owned approximately 48% of the partnership units of the Company at October 30, 2000 (including those owned indirectly through ownership of Nvest units). Upon the consummation of the Acquisition on October 30, 2000, all unitholders received cash in exchange for each unit owned. Nvest, whose primary asset was its ownership of Nvest Companies' units, was merged with and into the Company on December 31, 2000, with the Company as the surviving entity. Management The Advisor, is entitled to receive stipulated fees from the Partnership in consideration of services performed in connection with the management of the Partnership and the acquisition and disposition of Partnership investments in real property. Partnership management fees are 9% of distributable cash flow from operations, as defined, before deducting such fees. Payment of 50% of management fees is deferred until cash distributions to limited partners exceed a specified rate or until payable from sales proceeds. The Advisor is also reimbursed for expenses incurred in connection with administering the Partnership ($17,000 in 2000, 1999, and 1998, respectively). Acquisition fees were based on 2% of gross proceeds from the offering. Disposition fees are limited to the lesser of 3% of the selling price of property or 50% of the standard real estate commission customarily charged by an independent real estate broker. Payment of disposition fees are subject to the prior receipt by the limited partners of their capital contributions plus a stipulated return thereon. Deferred disposition fees were $1,956,543 and $1,889,943 at December 31, 2000 and 1999, respectively. 25 New England Securities Corporation, an indirect subsidiary of Met Life, was engaged by the Partnership to act as its unit holder servicing agent. Fees and out-of pocket expenses for such services totaled $23,061, $22,679 and $20,852, in 2000, 1999 and 1998, respectively. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the Managing General Partner to make estimates affecting the reported amounts of assets and liabilities, and of revenues and expenses. In the Partnership's business, certain estimates require an assessment of factors not within management's control, such as the ability of tenants to perform under long-term leases and the ability of the properties to sustain their occupancies in changing markets. Actual results, therefore, could differ from those estimates. Real Estate Joint Ventures Investments in joint ventures, including loans made to venture partners, which are in substance real estate investments, are stated at cost plus (minus) equity in undistributed joint venture income (losses). Allocations of joint venture income (losses) were made to the Partnership's venture partners as long as they had substantial economic equity in the project. Economic equity is measured by the excess of the appraised value of the property over the Partnership's total cash investment plus accrued preferential returns and interest thereon. Currently, the Partnership has no joint ventures. Property Property includes land and buildings and improvements, which are stated at cost, less accumulated depreciation, and other operating net assets (liabilities). The initial carrying value of a property previously owned by a joint venture equals the Partnership's carrying value of the predecessor investment on the conversion date. Capitalized Costs, Depreciation, and Amortization Maintenance and repair costs are expensed as incurred. Significant improvements and renewals are capitalized. Depreciation is computed using the straight-line method based on estimated useful lives of the buildings and improvements. Leasing costs are also capitalized and amortized over the related lease terms. Acquisition fees have been capitalized as part of the cost of real estate investments. Amounts not related to land are amortized using the straight-line method over the estimated useful lives of the underlying property. Leases at the properties provide for rental increases over the respective lease terms. Rental revenue is being recognized on a straight-line basis over the lease terms. Realizability of Real Estate Investments The Partnership considers a real estate investment to be impaired when it determines the carrying value of the investment is not recoverable through expected undiscounted cash flows generated from the operations and disposition of property. The impairment loss is based on the excess of the investment's carrying value over its estimated fair market value. For investments being held for sale, the impairment loss also includes estimated costs of sale. Property held for sale is not depreciated during the holding period. Investments are considered to be held for disposition at the time management commits the Partnership to a plan to dispose of the investment. Cash Equivalents Cash equivalents are stated at cost, plus accrued interest. The Partnership considers all highly liquid debt investments purchased with a maturity of ninety days or less to be cash equivalents; otherwise, they are classified as short-term investments. 26 Deferred Disposition Fees As discussed in Note 1, disposition fees due to the Advisor related to sales of investments are included in the determination of gains or losses resulting from such transactions. According to the terms of the advisory contract, payment of such fees has been deferred until the limited partners first receive their capital contributions, plus a stipulated return thereon. Income Taxes A partnership is not liable for income taxes and, therefore, no provision for income taxes is made in the financial statements of the Partnership. A proportionate share of the Partnership's income is reportable on each partner's tax return. Per Unit Computations Net income per unit is computed based on the weighted average number of units of limited partnership interest outstanding during the year. The actual per unit amount will vary by partner depending on the date of admission to, or withdrawal from, the Partnership. Segment Data Effective January 1, 1998, the Partnership adopted Financial Accounting Standards Board Statement No. 131, "Disclosure about Segments on an Enterprise and Related Information" (FAS 131). Based on the criteria established in FAS 131, the Managing General Partner has determined that the Partnership operates in one operating segment: investing in real estate properties which are domiciled in the United States of America. NOTE 3 - REAL ESTATE JOINT VENTURES The Partnership had invested in nine real estate joint ventures, each organized as a general partnership with a real estate development/management firm and, in two cases, with an affiliate of the Partnership. Two joint venture projects were sold in 1994, one joint venture project was sold in 1999, three joint ventures were converted to wholly-owned investments in 1995 and two joint ventures were converted to wholly-owned investments in 1996. Joint venture investments are in either of two forms. In one form, the Partnership makes an equity contribution which is subject to preferential cash distributions at a specified rate and to priority distributions with respect to sale or refinancing transactions. In the second form of joint venture, the Partnership makes an equity contribution to the venture, subject to preferential returns, and also makes a loan to its venture partner which, in turn, contributes the proceeds to the venture. The loans bear interest at a specified rate, mature in full in ten years, and are secured by the venture partner's interest in the venture. These loans have been accounted for as a real estate investment due to the attendant risks of ownership. The joint venture agreements provide for the funding of cash flow deficits in proportion to ownership interests and for the dilution of ownership share in the event a venture partner does not contribute proportionately. The respective real estate management/development firm is responsible for day-to-day development and operating activities, although overall authority and responsibility for the business is shared by the venturers. The real estate development/management firms or their affiliates also provide various services to the respective joint ventures for a fee. The following is a summary of cash invested in the Partnership's joint venture which was sold in 1999, net of returns of capital and excluding acquisition fees:
Original December 31, Investment/ Rate of Ownership ---------------------- Location Return/Interest Interest 2000 1999 - -------------- ----------------- ---------- --------- --------- Columbia Gateway Corporate Park Columbia, MD 10.5% 29.89% $ 0 $ 152,500
27 Columbia Gateway Corporate Park On December 21, 1987, the Partnership entered into a joint venture agreement with an affiliate of the Partnership and an affiliate of Manekin Corporation to construct and operate seven research and development /office buildings, of which six had been constructed at the time of the sale of the property. The Partnership committed to make a $6,402,000 equity contribution to the joint venture. The Partnership and New England Life Pension Properties IV (the "Affiliate") collectively had a 50% ownership interest in the joint venture. Ownership of the Columbia Gateway Corporate Park joint venture was restructured to give the Partnership and its Affiliate additional control over the business of the joint venture effective January 1, 1998 and they became entitled to 30.5% and 69.5%, respectively, of the operating activity of the joint venture. On December 20, 1999, the Columbia Gateway Corporate Park joint venture investment in which the Partnership and an affiliate own a 29.89% and 68.11% interest, respectively, 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 ($70.00 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. Summarized Financial Information The following summarized financial information is presented in the aggregate for Columbia Gateway Corporate Park joint venture: Assets and Liabilities December 31, -------------------------- 2000 1999 ------ ------ Assets Other assets $ -- $ 539,968 --------- --------- 539,968 Liabilities -- (8,425) --------- --------- Net assets $ -- $ 531,543 ========= ========= Result of Operations Year ended December 31, --------------------------------------- 2000 1999 1998 ------ ------ ------ Revenue Rental income $ -- $ 1,994,186 $ 2,312,692 Other income -- 115,948 15,809 ----------- ----------- ----------- -- 2,110,134 2,328,501 ----------- ----------- ----------- Expenses Operating expenses -- 485,802 560,829 Depreciation and amortization -- 193,425 323,605 ----------- ----------- ----------- -- 679,227 884,434 ----------- ----------- ----------- Net Income $ -- $ 1,430,907 $ 1,444,067 =========== =========== =========== Liabilities and expenses exclude amounts owed and attributable to the Partnership and its affiliate on behalf of its various financing arrangements with the joint venture. 28 NOTE 4 - PROPERTY Santa Rita Plaza Effective August 1, 1995, the Santa Rita Plaza joint venture was restructured into a limited partnership, giving the Partnership control over management decisions. Accordingly, the investment is being accounted for as a wholly-owned property as of that date. The carrying value of the joint venture investment at conversion ($10,216,659) was allocated to building and improvements, mortgage loan receivable from the ground lessor and other net operating assets. On this same date, the Partnership made a fifteen-year loan in the amount of $1,750,000 to the ground lessor, which used a portion of the proceeds to repay a loan from the Santa Rita venture which, in turn, paid approximately $1,300,000 to the Partnership as a partial return of its capital investment in the venture. The Partnership had the right to require full payment of the loan after August 1, 2000. On August 3, 2000, the Partnership exercised this right and notified the ground lessor that the maturity date had been accelerated to a date specified by the Partnership not less than 365 days from the date of notice. Accordingly, all amounts of principal and interest then unpaid will be due and payable on August 6, 2001. The ground lease requires an annual base payment of $390,000 per year through 2063, plus 11.55% of excess rents, as defined. The buildings and improvements (a shopping center in Salinas, California) are being depreciated over 25 years beginning August 1, 1995. The loan to the ground lessor bears interest at 8.75%, with payments to be made monthly based on a 15-year amortization schedule, and is collateralized by the ground lessor's interest in the Santa Rita Plaza land. 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 first quarter of 2001. This investment is classified as Property held for disposition, net, on the balance sheet at December 31, 2000. During the year ended December 31, 2000 and 1999, the Partnership recognized $824,132 and $423,200 in net income from this investment, respectively. Dahlia Effective September 1, 1995, the Dahlia joint venture was restructured into a limited partnership, giving the Partnership control over management decisions. Accordingly, the investment was accounted for as a wholly-owned property as of that date. The carrying value at conversion ($7,413,175) was allocated to land, building and improvements, and other net operating assets. The buildings and improvements (a warehouse facility in Fontana, California) were being depreciated over 25 years beginning September 1, 1995. 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 21, 1999, the Partnership made a capital distribution of $9,456,220 ($115 per Limited Partnership Unit) from the sale proceeds. Puente Street Effective June 1, 1991, the Partnership assumed total ownership of this property due to the venture partner's inability to fund its proportionate share of operating deficits. The property originally included an industrial building, together with a parking lot and storage area, in Brea, California. During the fourth quarter of 1998, a 53,000 square-foot build-to-suit facility was completed on Partnership land. The original building and improvements were being depreciated over 30 years beginning June 1, 1991. The depreciation of the new building was also over a 30-year period, commencing during the fourth quarter of 1998. 29 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 28, 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 AEW of $234,897. Waters Landing II In the second quarter of 1996, the Waters Landing II joint venture was restructured and the venture partner's ownership interest was assigned to the Partnership. Since April 1, 1996, the investment has been accounted for as a wholly-owned property. The carrying value of the joint venture investment at conversion ($1,491,742) was allocated to land and the investment valuation allowance. 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 investment in property (one at December 31, 2000 and two at December 31, 1999): December 31, ------------------------------- 2000 1999 ----------- ------------ Land $ -- $ -- Buildings and improvements -- 8,480,975 Accumulated depreciation -- (1,665,207) Impairment provision -- -- 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 8,374,264 1,491,742 ----------- ------------ $ 8,374,264 $ 10,187,648 =========== ============ Tenant leases provide for minimum rents, subject to periodic adjustment. Tenants are also generally obligated to reimburse their pro-rata share of operating expenses. The minimum rents due under non-cancelable operating leases at the Partnership's last remaining property are as follows: $1,207,564 in 2001; $1,045,972 in 2002; $1,039,269 in 2003; $838,686 in 2004; $762,642 in 2005, and $2,479,024 thereafter. The Partnership recognized a net loss of $22,217 for the year ended December 31, 1999 from the Waters Landing II investment, which was held for disposition at December 31, 1999. The Partnership recognized net income of $824,132 and $423,200 for the years ended December 31, 2000 and 1999, respectively, from the Santa Rita Plaza investment which was held for disposition at December 31, 2000. 30 NOTE 5 - INCOME TAXES The Partnership's income for federal income tax purposes differs from that reported in the accompanying statement of operations as follows: Year ended December 31, ---------------------------------------- 2000 1999 1998 ------------- ----------- ----------- Net income per financial statements $ 1,360,398 $ 5,540,881 $ 2,175,480 Timing differences: Joint venture earnings (loss) (6,761) 409,810 77,713 Property rentals (215,601) (44,057) 34,398 Expenses 84,170 (151,748) 147,427 Depreciation and amortization 29,715 (33,681) (64,957) Gain (loss) on sale (1,845,968) 396,197 -- ------------- ----------- ----------- Taxable income (loss) $ (594,047) $ 6,117,402 $ 2,370,061 ============= =========== =========== NOTE 6 - PARTNERS' CAPITAL Allocation of net income from operations and distributions of distributable cash from operations, as defined, are in the ratio of 99% to the limited partners and 1% to the general partners. Cash distributions are made quarterly. Net sale proceeds and financing proceeds are allocated first to limited partners to the extent of their contributed capital plus a stipulated return thereon, as defined, second to pay disposition fees, and then 85% to the limited partners and 15% to the general partners. The adjusted capital contribution per limited partnership unit was reduced from $1,000 to $952 in 1994, then to $924 in 1995, then to $616 in 1997, then to $367 in 1999 and further reduced to $229 in 2000 as a result of the return of capital from the sale of eight investments and other capital transactions. No capital distributions have been made to the general partners. Income from a sale is allocated in proportion to the distribution of related proceeds, provided that the general partners are allocated at least 1%. Income or losses from a sale, if there are no residual proceeds after the repayment of the related debt, will be allocated 99% to the limited partners and 1% to the general partners. NOTE 7 - SUBSEQUENT EVENT Distributions of cash from operations relating to the quarter ended December 31, 2000 were made on January 25, 2001 in the aggregate amount of $200,171 ($2.41 per Limited Partnership Unit). 31 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION SCHEDULE III AT DECEMBER 31, 2000
Initial Cost to the Partnership ---------------------------------------------------------------------------------- Lease Comm. Buildings & & Other Other Net Description Land Improvements Capital Costs Assets (Liabilities) - ------------------------------------------------------------------------------------------------------------------------------------ Brea, CA. - Puente Street (See Note A) $3,985,498 $8,542,701 $1,273,000 ($619) Las Vegas, NV. - Palms Business Center III and IV (See Note A) 2,195,482 7,783,981 115,493 213,309 Fontana, CA. - Dahlia (See Note A) 1,367,969 5,471,878 227,625 345,703 Salinas, CA. - Santa Rita Plaza (See Note A) 0 8,056,722 196,574 1,963,363 Germantown, MD - Waters Landing II (See Note A) 2,091,742 0 0 0 Phoeniz, AZ - University Business Park 1,834,355 3,724,297 86,200 (14,271) ---------------------------------------------------------------------------------- Total Wholly-Owned Property $11,475,046 $33,579,579 $1,898,892 $2,507,485 ================================================================================== 29.89% interest in Columbia Gateway Corporate Park ---------------------------------------------------------------------------------- Partnership. Develop and operate office/R & D bldgs. in Columbia, MD. ---------------------------------------------------------------------------------- Total Joint Ventures ================================================================================== Costs Subsequent to Acquisition ---------------------------------------------------------------------------------- Write off of Buildings Write off of Lease Commissions Change in and Tenant & Other Write down Other Net Description Improvements Improvements Cap. Costs of Property Assets (Liabilities) - ------------------------------------------------------------------------------------------------------------------------------------ Brea, CA. - Puente Street (See Note A) $2,711,872 ($409,228) ($1,273,000) ($2,900,000) $1,299,583 Las Vegas, NV. - Palms Business Center III and IV (See Note A) 65,573 0 0 0 (75,052) Fontana, CA. - Dahlia (See Note A) 194,540 0 0 0 (535,666) Salinas, CA. - Santa Rita Plaza (See Note A) 439,518 0 0 0 41,076 Germantown, MD - Waters Landing II (See Note A) 0 0 0 (600,000) 0 Phoeniz, AZ - University Business Park 121,932 0 0 0 101,692 ----------------------------------------------------------------------------------- Total Wholly-Owned Property $3,533,435 ($409,228) ($1,273,000) ($3,500,000) $831,633 =================================================================================== 29.89% interest in Columbia Gateway Corporate Park ---------------------------------- See Note B ----------------------------------- Partnership. Develop and operate office/R & D bldgs. in Columbia, MD. ----------------------------------------------------------------------------------- Total Joint Ventures =================================================================================== Balance at end of year ----------------------------------------------------------------------------------- Accumulated Buildings & Other Disposal Depreciation Description Land Improvements Net Assets of Asset Total and Amortization - ------------------------------------------------------------------------------------------------------------------------------------ Brea, CA. - Puente Street (See Note A) $3,985,498 $7,945,345 $1,298,964 ($13,229,807) $0 $0 Las Vegas, NV. - Palms Business Center III and IV (See Note A) 2,195,482 7,849,554 253,750 (10,298,786) $0 $0 Fontana, CA. - Dahlia (See Note A) 1,367,969 5,666,418 37,662 (7,072,049) $0 $0 Salinas, CA. - Santa Rita Plaza (See Note A) 0 8,496,240 2,201,013 0 $10,697,253 ($2,322,988) Germantown, MD - Waters Landing II (See Note A) 1,491,742 0 0 (1,491,742) $0 $0 Phoeniz, AZ - University Business Park 1,834,355 3,846,229 173,621 (5,854,205) $0 $0 ---------------------------------------------------------------------------------- Total Wholly-Owned Property $10,875,046 $33,803,786 $3,965,010 ($37,946,589) $10,697,253 ($2,322,988) ================================================================================== 29.89% interest in Columbia Gateway Corporate Park -------------------------------------- $0 N/A Partnership. Develop and operate office/R & D bldgs. in Columbia, MD. ------------------------------------------------------------------ Total Joint Ventures $0 ================================================================== Date of Date Depreciable Description Construction Acquired Life - -------------------------------------------------- ------------------------------------------------------------- Brea, CA. - Puente Street (See Note A) 1989 6/1/91 30 Years Las Vegas, NV. - Palms Business Center III and IV (See Note A) Lease-up 03/07/1988 25 Years Fontana, CA. - Dahlia (See Note A) 1990 09/21/1987 25 Years Salinas, CA. - Santa Rita Plaza (See Note A) 1990 02/01/1989 25 Years Germantown, MD To be - Waters Landing II (See Note A) Constructed 05/26/1987 Land Phoeniz, AZ - University Business Park 1991 09/30/1987 30 Years Total Wholly-Owned Property 29.89% interest in Columbia Gateway Corporate Park Phase I - 1990 12/21/87 50 Years Partnership. Develop and operate office/R & D bldgs. in Columbia, MD. Phase II - Under Construction Total Joint Ventures
32 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP SCHEDULE III - NOTE A AT DECEMBER 31, 2000
Balance Conversion to Additions to Additions/ Change in as of Wholly-Owned Lease Deletions to Write Down Property Working Description 12/31/1997 Property Commissions Property of Property Capital - ------------------------------------ ------------------------------------------------------------------------------------------- Brea, CA. - Puente Street $11,424,653 $0 $73,988 $1,671,440 $0 $2,785 Las Vegas, NV. - Palms Business Center III and IV (4,992) 0 0 0 0 4,992 Fontana, CA. - Dahlia 7,125,302 0 129,939 187,813 0 89,160 Salinas, CA. - Santa Rita Plaza 10,569,893 0 20,765 168,137 0 65,440 Germantown, MD - Waters Landing II 1,491,742 0 0 0 0 0 Phoenix, AZ - University Business Park 37,873 0 0 0 0 (26,525) ------------------------------------------------------------------------------------------- Total Wholly-Owned Property $30,644,471 $0 $224,692 $2,027,390 $0 $135,852 =========================================================================================== 12/31/1997 1998 1998 Balance Accumulated Depreciation Depreciation Disposal as of Depreciation and and Amortization and Amortization Description of Asset 12/31/1998 Amortization Expense Subtotal - ------------------------------------ ----------------------------------------------------------------------------------------- Brea, CA. - Puente Street $0 $13,172,866 $1,764,286 ($267,350) $2,031,636 Las Vegas, NV. - Palms Business Center III and IV 0 0 0 0 $0 Fontana, CA. - Dahlia 0 7,532,214 560,382 (291,033) $851,415 Salinas, CA. - Santa Rita Plaza 0 10,824,235 1,032,436 (443,399) $1,475,835 Germantown, MD - Waters Landing II 0 1,491,742 0 0 $0 Phoenix, AZ - University Business Park 0 11,348 (1) 0 0 $0 ----------------------------------------------------------------------------------------- Total Wholly-Owned Property $0 $33,032,405 $3,357,104 ($1,001,782) $4,358,886 ========================================================================================= 12/31/1998 Accumulated Disposal Depreciation and Description of Asset Amortization - ------------------------------------ ----------------------------------- Brea, CA. - Puente Street $2,031,636 Las Vegas, NV. - Palms Business Center III and IV 0 Fontana, CA. - Dahlia 851,415 Salinas, CA. - Santa Rita Plaza 1,475,835 Germantown, MD - Waters Landing II 0 Phoenix, AZ - University Business Park 0 ----------------------------------- Total Wholly-Owned Property $0 $4,358,886 ===================================
(1) Represents remaining working capital at 12/31/98
---------------------------------------------------------------------------- Balance Conversion to Additions to Additions/ as of Wholly-Owned Lease Deletions to Write Down Description 12/31/1998 Property Commissions Property of Property - -------------------------------------- ---------------------------------------------------------------------------- Brea, CA. - Puente Street $13,172,866 $0 $11,131 $2,354 $0 Las Vegas, NV. - Palms Business Center III and IV 0 0 0 0 0 Fontana, CA. - Dahlia 7,532,214 0 0 0 0 Salinas, CA. - Santa Rita Plaza 10,824,235 0 56,334 26,248 0 Germantown, MD - Waters Landing II 1,491,742 0 0 0 0 Phoenix, AZ - University Business Park (1) 11,348 0 0 0 0 ---------------------------------------------------------------------------- Total Wholly-Owned Property $33,032,405 $0 $67,465 $28,602 $0 ============================================================================ -------------------------------------------------------------------------------------------- 12/31/1998 1999 Change in Balance Accumulated Depreciation Property Working Disposal as of Depreciation and and Amortization Description Capital of Asset 12/31/199 Amortization Expense - -------------------------------------- -------------------------------------------------------------------------------------------- Brea, CA. - Puente Street ($440) ($13,229,807) ($43,896) (1) $2,031,636 ($91,591) Las Vegas, NV. - Palms Business Center III and IV 0 0 0 0 0 Fontana, CA. - Dahlia (417,847) (7,072,049) 42,318 (1) 851,415 (161,786) Salinas, CA. - Santa Rita Plaza (247,685) 0 10,659,132 1,475,835 (484,583) Germantown, MD - Waters Landing II 0 0 1,491,742 0 0 Phoenix, AZ - University Business Park (12,578) 0 (1,230) (1) 0 0 -------------------------------------------------------------------------------------------- Total Wholly-Owned Property ($678,550) ($20,301,856) $12,148,066 $4,358,886 ($737,960) ============================================================================================ ----------------------------------------------------------------------- 1999 12/31/1999 Depreciation Accumulated and Amortization Disposal Depreciation and Description Subtotal of Asset Amortization - -------------------------------------- ------------------------------------------------------- Brea, CA. - Puente Street $2,123,227 ($2,123,227) $0 Las Vegas, NV. - Palms Business Center III and IV $0 0 Fontana, CA. - Dahlia $1,013,201 (1,013,201) 0 Salinas, CA. - Santa Rita Plaza $1,960,418 1,960,418 Germantown, MD - Waters Landing II $0 0 Phoenix, AZ - University Business Park $0 0 ------------------------------------------------------- Total Wholly-Owned Property $5,096,846 ($3,136,428) $1,960,418 =======================================================
(1) Represents remaining working capital at 12/31/99
--------------------------------------------------------------------------------------------- Balance Conversion to Additions to Additions/ Change in as of Wholly-Owned Lease Deletions to Write Down Property Working Description 12/31/1999 Property Commissions Property of Property Capital - ------------------------------------ --------------------------------------------------------------------------------------------- Brea, CA. - Puente Street ($43,896) $0 $0 $0 $0 $43,896 Las Vegas, NV. - Palms Business Center III and IV 0 0 0 0 0 0 Fontana, CA. - Dahlia 42,318 0 0 0 0 (42,318) Salinas, CA. - Santa Rita Plaza 10,659,132 0 48,175 15,265 0 (25,319) Germantown, MD - Waters Landing II 1,491,742 0 0 0 0 0 Phoenix, AZ - University Business Park (1,230) 0 0 0 0 1,230 --------------------------------------------------------------------------------------------- Total Wholly-Owned Property $12,148,066 $0 $48,175 $15,265 $0 ($22,511) ============================================================================================= ---------------------------------------------------------------------------------------- 12/31/1999 2000 2000 Balance Accumulated Depreciation Depreciation Disposal as of Depreciation and and Amortization and Amortization Description of Asset 12/31/2000 Amortization Expense Subtotal - ------------------------------------ ---------------------------------------------------------------------------------------- Brea, CA. - Puente Street $0 ($0) $0 $0 $0 Las Vegas, NV. - Palms Business Center III and IV 0 0 $0 0 $0 Fontana, CA. - Dahlia 0 0 $0 0 $0 Salinas, CA. - Santa Rita Plaza 0 10,697,253 $1,960,418 (362,570) $2,322,988 Germantown, MD - Waters Landing II (1,491,742) 0 $0 0 $0 Phoenix, AZ - University Business Park 0 0 $0 0 $0 ---------------------------------------------------------------------------------------- Total Wholly-Owned Property ($1,491,742) $10,697,253 $1,960,418 ($362,570) $2,322,988 ======================================================================================== --------------------------------------------- 12/31/2000 Accumulated Disposal Depreciation and Description of Asset Amortization - ------------------------------------ ------------------------------ Brea, CA. - Puente Street $0 Las Vegas, NV. - Palms Business Center III and IV 0 Fontana, CA. - Dahlia 0 Salinas, CA. - Santa Rita Plaza 2,322,988 Germantown, MD - Waters Landing II 0 Phoenix, AZ - University Business Park 0 ------------------------------ Total Wholly-Owned Property $0 $2,322,988 ==============================
33 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP SCHEDULE III - NOTE B AT DECEMBER 31, 2000
BALANCE CASH EQUITY IN 1998 AMORTIZATION PERCENT OF AS OF INVESTMENTS IN INCOME/ OF DEFERRED DESCRIPTION OWNERSHIP 12/31/1997 JOINT VENTURES (LOSS) ACQUISITION FEES - -------------------------------------------------------------------------------------------------------------------------------- Columbia Gateway Corporate Park 15.25% 4,836,039 0 440,440 (1,940) ----------------------------------------------------------------- $4,836,039 $0 $440,440 ($1,940) ================================================================= CASH DISTRIBUTED CONVERSION TO BALANCE FROM WRITE-DOWN DISPOSAL WHOLLY-OWNED AS OF DESCRIPTION JOINT VENTURE OF PROPERTY OF PROPERTY PROPERTY 12/31/1998 - ---------------------------------------------------------------------------------------------------------------------- Columbia Gateway Corporate Park (430,606) 0 0 0 4,843,933 ----------------------------------------------------------------------- ($430,606) $0 $0 $0 $4,843,933 =======================================================================
BALANCE CASH EQUITY IN 1999 AMORTIZATION PERCENT OF AS OF INVESTMENTS IN INCOME/ OF DEFERRED DESCRIPTION OWNERSHIP 12/31/1998 JOINT VENTURES (LOSS) ACQUISITION FEES - ------------------------------------------------------------------------------------------------------------------------------- Columbia Gateway Corporate Park 29.89% 4,843,933 0 436,427 (1,455) ---------------------------------------------------------------- $4,843,933 $0 $436,427 ($1,455) ================================================================ CASH DISTRIBUTED CONVERSION TO BALANCE FROM WRITE-DOWN DISPOSAL WHOLLY-OWNED AS OF DESCRIPTION JOINT VENTURE OF PROPERTY OF PROPERTY PROPERTY 12/31/1999 - ---------------------------------------------------------------------------------------------------------------------- Columbia Gateway Corporate Park (374,058) (4,752,347) 0 152,500 ----------------------------------------------------------------------- ($374,058) $0 ($4,752,347) $0 $152,500 =======================================================================
BALANCE CASH EQUITY IN 2000 AMORTIZATION PERCENT OF AS OF INVESTMENTS IN INCOME/ OF DEFERRED DESCRIPTION OWNERSHIP 12/31/1999 JOINT VENTURES (LOSS) ACQUISITION FEES - ---------------------------------------------------------------------------------------------------------------------------- Columbia Gateway Corporate Park 29.89% 152,500 0 0 0 ------------------------------------------------------------- $152,500 $0 $0 $0 ============================================================= CASH DISTRIBUTED CONVERSION TO BALANCE FROM WRITE-DOWN DISPOSAL WHOLLY-OWNED AS OF DESCRIPTION JOINT VENTURE OF PROPERTY OF PROPERTY PROPERTY 12/31/2000 - --------------------------------------------------------------------------------------------------------------------- Columbia Gateway Corporate Park (152,500) 0 0 0 ---------------------------------------------------------------------- ($152,500) $0 $0 $0 $0 ======================================================================
34 FINANCIAL STATEMENTS INDEX NO. 2 Auditor's Report and Financial Statements of Gateway 51 Partnership Independent Auditor's Report of Wolpoff and Company, LLP Balance Sheet - December 31, 1998 and 1997 Statement of Income - For the Years ended December 31, 1998, 1997 and 1996 Statement of Partners' Capital - For the Years ended December 31, 1998, 1997 and 1996 Statement of Cash Flows - For the Years ended December 31, 1998, 1997 and 1996 Notes to Financial Statements 35 GATEWAY 51 PARTNERSHIP (A MARYLAND GENERAL PARTNERSHIP) FINANCIAL REPORT DECEMBER 31, 1998 36 GATEWAY 51 PARTNERSHIP (A MARYLAND GENERAL PARTNERSHIP) CONTENTS DECEMBER 31, 1998 INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS 1 FINANCIAL STATEMENTS Balance Sheet 2-3 Statement of Income 4 Statement of Partners' Capital 5 Statement of Cash Flows 6 Notes to Financial Statements 7-10 INDEPENDENT AUDITOR'S REPORT ON SUPPLEMENTARY INFORMATION 11 SUPPLEMENTARY INFORMATION Schedule of Partners' Capital 12 Schedule of Changes in Partners' Capital - Income Tax Basis 13 37 [LETTERHEAD OF WOLPOFF & COMPANY, LLP] To the Partners Gateway 51 Partnership (A Maryland General Partnership) Columbia, Maryland INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS We have audited the balance sheet of Gateway 51 Partnership (A Maryland General Partnership) as of December 31, 1998 and 1997, and the related statements of income, partners' capital, and cash flows for each of the three years in the period ended December 31, 1998, 1997, and 1996. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gateway 51 Partnership (A Maryland General Partnership) as of December 31, 1998 and 1997, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1998, 1997, and 1996, in conformity with generally accepted accounting principles. /s/ Wolpoff & Company, LLP WOLPOFF & COMPANY, LLP Baltimore, Maryland January 13, 1999 38 GATEWAY 51 PARTNERSHIP (A MARYLAND GENERAL PARTNERSHIP) BALANCE SHEET ASSETS December 31, -------------------------- 1998 1997 ----------- ----------- PROPERTY, AT COST - Note 1 Land $ 4,966,738 $ 4,966,738 Building and Improvements 11,892,943 11,614,717 Preliminary Development Costs 42,247 42,247 Deferred Costs - Note 3 809,323 663,719 ----------- ----------- 17,711,251 17,287,421 Less Accumulated Depreciation and Amortization 1,984,627 1,630,022 ----------- ----------- PROPERTY, NET 15,726,624 15,657,399 ----------- ----------- OTHER ASSETS Cash and Cash Equivalents - Note 1 421,833 558,136 Receivables From Tenants Rents and Expense Billings 106,282 -0- Deferred Rent Receivable - Note 1 202,228 73,447 Allowance for Doubtful Accounts (95,174) -0- ----------- ----------- 213,336 73,447 ----------- ----------- Prepaid Expenses 107,644 107,442 ----------- ----------- TOTAL OTHER ASSETS 742,813 739,025 ----------- ----------- $16,469,437 $16,396,424 =========== =========== - ---------- The notes to financial statements are an integral part of this statement. 39 GATEWAY 51 PARTNERSHIP (A MARYLAND GENERAL PARTNERSHIP) BALANCE SHEET LIABILITIES AND PARTNERS' CAPITAL December 31, --------------------------- 1998 1997 ----------- ----------- LIABILITIES Accounts Payable and Accrued Expenses $ 67,398 $ 34,935 Tenant Security Deposits 150,000 15,193 Prepaid Tenant Reimbursements 47,181 142,688 ----------- ----------- TOTAL LIABILITIES 264,579 192,816 PARTNERS' CAPITAL - Notes 1 and 2 16,204,858 16,203,608 ----------- ----------- $16,469,437 $16,396,424 =========== =========== - ---------- The notes to financial statements are an integral part of this statement. 40 GATEWAY 51 PARTNERSHIP (A MARYLAND GENERAL PARTNERSHIP) STATEMENT OF INCOME
Year Ended December 31, -------------------------------------- 1998 1997 1996 ---------- ---------- ---------- REVENUE - Notes 1 and 5 Gross Rent Potential $1,943,734 $1,775,359 $1,684,997 Less Vacancies and Free Rent 72,135 80,444 108,412 ---------- ---------- ---------- Net Rental Income 1,871,599 1,694,915 1,576,585 Expense Reimbursements From Tenants 441,093 258,789 364,873 Other Income 15,809 20 18,163 ---------- ---------- ---------- TOTAL REVENUE 2,328,501 1,953,724 1,959,621 ---------- ---------- ---------- OPERATING EXPENSES Real Property Taxes 211,009 211,967 207,855 Building and Grounds Maintenance 144,004 142,678 157,314 Bad Debts 95,174 -0- -0- Management Fees - Note 3 62,338 61,036 57,542 Utilities 26,165 27,297 24,890 General and Administrative 17,966 12,229 25,856 Insurance 4,173 6,573 9,292 ---------- ---------- ---------- TOTAL OPERATING EXPENSES 560,829 461,780 482,749 ---------- ---------- ---------- OPERATING INCOME 1,767,672 1,491,944 1,476,872 ---------- ---------- ---------- ADJUSTMENTS TO ARRIVE AT NET INCOME Depreciation and Amortization (354,605) (315,417) (302,585) Abandonment of Tenant Improvements - Note 1 -0- (80,178) (24,256) ---------- ---------- ---------- (354,605) (395,595) (326,841) ---------- ---------- ---------- NET INCOME - Note 4 $1,413,067 $1,096,349 $1,150,031 ========== ========== ==========
- ---------- The notes to financial statements are an integral part of this statement. 41 GATEWAY 51 PARTNERSHIP (A MARYLAND GENERAL PARTNERSHIP) STATEMENT OF PARTNERS' CAPITAL
Year Ended December 31, -------------------------------------------- 1998 1997 1996 ------------ ------------ ------------ CAPITAL CONTRIBUTIONS - Note 2 Prior Years $ 20,267,826 $ 20,267,826 $ 20,267,826 ------------ ------------ ------------ CAPITAL PLACEMENT FEE - Notes 1 and 2 Prior Years (202,678) (202,678) (202,678) ------------ ------------ ------------ DISTRIBUTIONS Prior Years (8,796,724) (8,048,893) (6,948,893) Current Year (1,411,817) (747,831) (1,100,000) ------------ ------------ ------------ (10,208,541) (8,796,724) (8,048,893) ------------ ------------ ------------ ACCUMULATED INCOME Prior Years 4,935,184 3,838,835 2,688,804 Current Year 1,413,067 1,096,349 1,150,031 ------------ ------------ ------------ 6,348,251 4,935,184 3,838,835 ------------ ------------ ------------ TOTAL PARTNERS' CAPITAL $ 16,204,858 $ 16,203,608 $ 15,855,090 ============ ============ ============
- ---------- The notes to financial statements are an integral part of this statement. 42 GATEWAY 51 PARTNERSHIP (A MARYLAND GENERAL PARTNERSHIP) STATEMENT OF CASH FLOWS
Year Ended December 31, ----------------------------------------- 1998 1997 1996 ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 1,413,067 $ 1,096,349 $ 1,150,031 ----------- ----------- ----------- Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Depreciation and Amortization 354,605 315,417 302,585 Abandonment of Tenant Improvements -0- 80,178 24,256 Change in Receivables From Tenants (139,889) 8,667 (41,033) Increase in Prepaid Expenses (202) (64,870) (6,302) Change in Accounts Payable and Accrued Expenses 32,463 (6,176) 16,526 Change in Prepaid Tenant Reimbursements (95,507) 142,688 -0- ----------- ----------- ----------- Total Adjustments 151,470 475,904 296,032 ----------- ----------- ----------- Net Cash Provided by Operating Activities 1,564,537 1,572,253 1,446,063 ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Building and Improvement Costs (278,227) (359,189) (258,309) Leasing Costs (145,603) (116,524) (80,786) Increase in Tenant Security Deposits 134,807 12,784 -0- Decrease in Tenant Improvement Loans -0- 688 32,057 ----------- ----------- ----------- Net Cash Used by Investing Activities (289,023) (462,241) (307,038) ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Distributions to Partners (1,411,817) (747,831) (1,100,000) ----------- ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (136,303) 362,181 39,025 CASH AND CASH EQUIVALENTS, BEGINNING 558,136 195,955 156,930 ----------- ----------- ----------- CASH AND CASH EQUIVALENTS, ENDING $ 421,833 $ 558,136 $ 195,955 =========== =========== ===========
- ---------- The notes to financial statements are an integral part of this statement. 43 GATEWAY 51 PARTNERSHIP (A MARYLAND GENERAL PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Gateway 51 Partnership (A Maryland General Partnership) (the Partnership) was formed on December 21, 1987, under the Maryland Uniform Partnership Act. The agreement was amended and restated in 1989 to reflect changes in partner ownership percentages. The partnership agreement was amended and restated effective January 1, 1998, whereby M.O.R. Gateway 51, Limited Partnership (M.O.R.) transferred 34.055% and 14.945% to New England Life Pension Properties IV (NELPP IV) and New England Pension Properties V (NEPP V), respectively. Subsequently, NELPP IV transferred a 0.695% partnership interest, NEPP V transferred a 0.305% partnership interest, and M.O.R. transferred a 1% partnership interest to NE/Gateway 51 Limited Partnership (NE/Gateway), bringing the ownership as of January 1, 1998, to the following: NELPP IV 68.11% NEPP V 29.89% NE/Gateway 2.00% Property The Partnership owns 21 acres of land in Howard County, Maryland. The property has been developed with six office/research buildings. Plans call for a seventh building with approximately 15,000 square feet of space. All property is recorded at cost. Information regarding the buildings is as follows:
Occupancy ------------------------------ Square Date Placed Building Footage Into Service Tenants 12/31/98 12/31/97 12/31/96 -------- ------- ------------ ---------------- -------- -------- -------- A 46,840 3/1/91 Multiple 100% 92% 92% B 21,991 9/1/90 AVNET 100% 100% 100% C 38,225 7/15/91 EVI, Inc. 100% 100% 100% F 35,812 2/1/92 Multiple 100% 100% 82% D-E 45,951 8/8/94 Columbia National 100% 100% 100% ------- 188,819 100% 98% 94% =======
Carrying costs, operating expenses, and depreciation begin as a charge against operations on the date the buildings were placed into service. 44 GATEWAY 51 PARTNERSHIP (A MARYLAND GENERAL PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS - CONTINUED DECEMBER 31, 1998 Note 1 - During 1997, tenant improvements completed in prior years were (Cont.) demolished in order to build out the space for new tenants. The loss on abandonment of tenant improvements is calculated as follows: Cost $127,688 Accumulated Depreciation (47,510) -------- Abandonment of Tenant Improvements $ 80,178 ======== Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Cash and Cash Equivalents The Partnership considers all highly liquid debt instruments purchased with a maturity of 3 months or less to be cash equivalents. The majority of the Partnership's cash is held in financial institutions with insurance provided by the Federal Deposit Insurance Corporation (FDIC) up to $100,000. Periodically during the year, the balance may have exceeded the FDIC insurance limitation. Depreciation Building costs are being depreciated using the straight-line method over the estimated useful lives of 50 years. Beginning in January 1998, the Partnership changed depreciation methods for tenant improvements. Tenant improvements are being depreciated using the straight-line method over the life of the tenants' lease; in prior years, the improvements were depreciated over 50 years. Rental Income Rental income for major leases is being recognized on a straight-line basis over the terms of the leases. The excess of the rental income recognized over the amount stipulated in the lease is shown as deferred rent receivable. Amortization Deferred costs are amortized as follows: Amortization Amount Period -------- ------------ Organization Costs $ 13,555 Complete Leasing Costs and Commissions 795,767 Lease Terms -------- $809,322 ======== 45 GATEWAY 51 PARTNERSHIP (A MARYLAND GENERAL PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS - CONTINUED DECEMBER 31, 1998 Note 1 - Income Taxes (Cont.) Partnerships, as such, are not subject to income taxes. The partners are required to report their respective shares of partnership income and other tax items on their income tax returns (see Note 4). Capital Placement Fee Costs incurred for arranging the Partnership's equity have been treated as a reduction of partners' capital (see Note 2). Note 2 - PARTNERS' CAPITAL Capital Investment NELPP IV and NEPP V have agreed to provide equity of $14,598,000 and $6,402,000, respectively, totaling $21,000,000. As of December 31, 1998, 1997, and 1996, total capital contributions amounted to $20,267,826. Cumulative Priority Return NELPP IV and NEPP V are entitled to cumulative priority returns of 10.5%, compounded monthly on capital invested. The Partnership paid priority returns totaling $1,411,817, $747,831, and $1,100,000 during 1998, 1997, and 1996, respectively. As of December 31, 1998, 1997, and 1996, unpaid priority returns amounted to $10,855,114, $9,127,936, and $6,888,115, respectively. Capital Placement Fee The Partnership incurred fees of $202,678 with Paine Webber Mortgage Finance, Inc. with respect to capital raised by the Partnership. This amount has been charged against partners' capital. Note 3 - RELATED PARTY TRANSACTIONS Management Fees The Partnership has entered into an agreement with Manekin Corporation, a related entity, to act as management agent for the property. The management agreement provides for a management fee equal to 3% of rent and tenant expense billings. Leasing Commissions Leasing commissions in the amount of $145,603, $105,387, and $80,786 were paid to related parties during 1998, 1997, and 1996, respectively. 46 GATEWAY 51 PARTNERSHIP (A MARYLAND GENERAL PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS - CONTINUED DECEMBER 31, 1998 Note 4 - TAX ACCOUNTING Tax accounting differs from financial accounting as follows:
Current Year Prior Years Total ------------ ----------- ---------- Financial Income $1,413,067 $4,935,184 $6,348,251 Additional Depreciation (87,820) (757,466) (845,286) Lease-Up Period Items Capitalized for GAAP -0- 4,264 4,264 Allowance for Doubtful Accounts 95,174 -0- 95,174 Deferred Rent Receivable (128,781) (73,447) (202,228) Prepaid Property Taxes (956) (105,026) (105,982) Prepaid Tenant Reimbursements (95,507) 142,688 47,181 ---------- ---------- ---------- Taxable Income $1,195,177 $4,146,197 $5,341,374 ========== ========== ==========
Note 5 - LEASES The following is a schedule of future minimum lease payments to be received under noncancelable operating leases at December 31, 1998: Year Ending December 31, 1999 $1,524,603 2000 827,454 2001 726,557 2002 736,016 2003 745,758 ---------- $3,814,630 ========== 47 To the Partners Gateway 51 Partnership (A Maryland General Partnership) Columbia, Maryland INDEPENDENT AUDITOR'S REPORT ON SUPPLEMENTARY INFORMATION Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information contained on pages 12 and 13 is presented for the purpose of additional analysis and is not a required part of the basic financial statements. Such information has not been subjected to the auditing procedures applied in the audits of the basic financial statements, and accordingly, we express no opinion on it. /s/ Wolpoff & Company, LLP WOLPOFF & COMPANY, LLP Baltimore, Maryland January 13, 1999 48 GATEWAY 51 PARTNERSHIP (A MARYLAND GENERAL PARTNERSHIP) SCHEDULE OF PARTNERS' CAPITAL YEAR ENDED DECEMBER 31, 1998
NE/ M.O.R. 51 New England New England Gateway 51 Gateway Life Pension Pension Limited Limited Properties IV Properties V Partnership Partnership Total ------------- ------------ ------------ ------------ ------------ OWNERSHIP PERCENTAGE Through December 31, 1997 34.75% 15.25% 0.00% 50.00% 100.00% ============ ============ ============ ============ ============ As of January 1, 1998 68.11% 29.89% 2.00% 0.00% 100.00% ============ ============ ============ ============ ============ CAPITAL CONTRIBUTIONS Prior Years $ 14,086,139 $ 6,181,687 $ -0- $ -0- $ 20,267,826 ------------ ------------ ------------ ------------ ------------ CAPITAL PLACEMENT FEE Prior Years (106,427) (96,251) -0- -0- (202,678) ------------ ------------ ------------ ------------ ------------ DISTRIBUTIONS - Note 2 Prior Years (5,969,698) (2,827,026) -0- -0- (8,796,724) Current Year (981,211) (430,606) -0- -0- (1,411,817) ------------ ------------ ------------ ------------ ------------ (6,950,909) (3,257,632) -0- -0- (10,208,541) ------------ ------------ ------------ ------------ ------------ ACCUMULATED INCOME Prior Years 3,429,956 1,505,228 -0- -0- 4,935,184 Current Year 982,082 430,985 -0- -0- 1,413,067 ------------ ------------ ------------ ------------ ------------ 4,412,038 1,936,213 -0- -0- 6,348,251 ------------ ------------ ------------ ------------ ------------ PARTNERS' CAPITAL, 12/31/98 $ 11,440,841 $ 4,764,017 $ -0- $ -0- $ 16,204,858 ============ ============ ============ ============ ============
- ---------- See Independent Auditor's Report on Supplementary Information. 49 GATEWAY 51 PARTNERSHIP (A MARYLAND GENERAL PARTNERSHIP) SCHEDULE OF CHANGES IN PARTNERS' CAPITAL - INCOME TAX BASIS YEAR ENDED DECEMBER 31, 1998
NE/ M.O.R. 51 New England New England Gateway 51 Gateway Life Pension Pension Limited Limited Properties IV Properties V Partnership Partnership Total ------------- ------------ ------------ ------------ ------------ OWNERSHIP PERCENTAGE Through December 31, 1997 34.75% 15.25% 0.00% 50.00% 100.00% ============ ============ ============ ============ ============ As of January 1, 1998 68.11% 29.89% 2.00% 0.00% 100.00% ============ ============ ============ ============ ============ CAPITAL CONTRIBUTIONS Prior Years $ 14,086,139 $ 6,181,687 $ -0- $ -0- $ 20,267,826 ------------ ------------ ------------ ------------ ------------ CAPITAL PLACEMENT FEE Prior Years (106,427) (96,251) -0- -0- (202,678) ------------ ------------ ------------ ------------ ------------ DISTRIBUTIONS - Note 2 Prior Years (5,969,698) (2,827,026) -0- -0- (8,796,724) Current Year (981,211) (430,606) -0- -0- (1,411,817) ------------ ------------ ------------ ------------ ------------ (6,950,909) (3,257,632) -0- -0- (10,208,541) ------------ ------------ ------------ ------------ ------------ ACCUMULATED INCOME Prior Years 2,883,779 1,262,418 -0- -0- 4,146,197 Current Year 830,648 364,529 -0- -0- 1,195,177 ------------ ------------ ------------ ------------ ------------ 3,714,427 1,626,947 -0- -0- 5,341,374 ------------ ------------ ------------ ------------ ------------ PARTNERS' CAPITAL, 12/31/98 $ 10,743,230 $ 4,454,751 $ -0- $ -0- $ 15,197,981 ============ ============ ============ ============ ============
- ---------- See Independent Auditor's Report on Supplementary Information. 50 EXHIBIT INDEX Exhibit Page Number Number - ------ ------ 10CC. $1,750,000 note secured by Deed of Trust between * the Partnership, as Lender, and Nielsen Properties, Ltd, as Borrower dated August 1, 1995. 10DD. Third Amendment to Agreement of Lease dated August * 1, 1995 by and between Nielsen Properties, Ltd., a California limited partnership, R/M Salinas Venture, a California general partnership, and R/M Salinas, L.P., a California limited partnership. 10EE. R/M Salinas L.P. Limited Partnership Agreement dated * August 1, 1995 between Rodde McNellis/Salinas, a California general partnership and Registrant. 27. Financial Data Schedule - -------------------------------------------------------------------------------- * Previously filed and incorporated herein by reference. 51 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 Date: March 26, 2001 By: /s/ Alison L. Husid -------------------------------- Alison L. Husid President of the Managing General Partner Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- President /s/ Alison L. Husid Chief Executive Officer March 26, 2001 - --------------------------- and Director of the Managing Alison L. Husid General Partner Vice President /s/ Pamela J. Herbst and Director of the Managing March 26, 2001 - --------------------------- General Partner Pamela J. Herbst Vice President /s/ J. Grant Monahon and Director of the Managing March 26, 2001 - --------------------------- General Partner J. Grant Monahon /s/ James J. Finnegan Vice President of the Managing March 26, 2001 - --------------------------- General Partner James J. Finnegan Treasurer and Principal Financial and /s/ Dana C. Spires Accounting Officer of the Managing March 26, 2001 - --------------------------- General Partner Dana C. Spires
52 EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
5 12-MOS DEC-31-2000 DEC-31-2000 2,762,388 0 0 0 0 2,762,388 8,374,264 0 11,136,652 133,292 2,016,345 0 0 0 8,987,015 11,136,652 2,104,118 3,043,868 752,570 752,570 930,900 0 0 1,360,398 0 1,360,398 0 0 0 1,360,398 16.38 16.38
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