<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
----------------------------------------------------------------------
For Quarter Ended March 31, 1999 Commission File Number 0-11884
NEW ENGLAND LIFE PENSION PROPERTIES;
A REAL ESTATE LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts 04-2774875
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
225 Franklin Street, 25th Fl.
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 261-9000
- ------------------------------------------------------------------------------
Former name, former address and former fiscal year if changed since last report
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
--- ----
<PAGE>
NEW ENGLAND LIFE PENSION PROPERTIES;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1999
PART I
FINANCIAL INFORMATION
----------------------
<PAGE>
NEW ENGLAND LIFE PENSION PROPERTIES;
A REAL ESTATE LIMITED PARTNERSHIP
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, 1999 December 31,1998
(Unaudited) (Audited)
-------------- ----------------
<S> <C> <C>
ASSETS
Cash and cash equivalents 521,631 820,108
Interest, rent and other receivables 3,367 3,373
--------- ----------
$ 524,998 $ 823,481
========= ==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 22,552 $ 32,492
--------- ----------
Total liabilities 22,552 32,492
--------- ----------
Partners' capital (deficit):
Limited partners ($0 per
unit; 30,000 units authorized,
issued and outstanding) 731,445 1,019,890
General partner (228,999) (228,901)
--------- ----------
Total partners' capital (deficit) 502,446 790,989
--------- ----------
$ 524,998 $ 823,481
========= ==========
</TABLE>
(See accompanying notes to unaudited financial statements)
<PAGE>
NEW ENGLAND LIFE PENSION PROPERTIES;
A REAL ESTATE LIMITED PARTNERSHIP
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS (Unaudited) Quarter Ended March 31,
----------------------
1999 1998
---- ----
<S> <C> <C>
INVESTMENT ACTIVITY
Property rentals - $138,415
Property operating expenses - (67,238)
------- --------
Total real estate operations - 71,177
Gain on sale of investment - 655,710
------- --------
Total real estate activity - 726,887
Interest on cash equivalents
and short term investments 10,248 60,668
------- --------
Total investment activity 10,248 787,555
------- --------
PORTFOLIO EXPENSES
General and administrative 20,065 24,366
------- --------
20,065 24,366
------- --------
Net Income (Loss) $(9,817) $763,189
======= ========
Net income (loss) per limited partnership
unit $ (.32) $ 25.19
======= ========
Cash distributions per limited partnership $ 0 $ 5.91
unit ======= ========
Cash distributions per unit paid on certain
limited partnership incentive units $ 14.40 $ 5.91
======= ========
Number of limited partnership units
outstanding during the period 30,000 30,000
======= ========
</TABLE>
(See accompanying notes to financial statements)
<PAGE>
NEW ENGLAND LIFE PENSION PROPERTIES;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
1999 1998
------------------- ------------------
General Limited General Limited
Partner Partners Partner Partners
------- -------- ------- --------
<S> <C> <C> <C> <C>
Balance at
beginning of
period $(228,901) $1,019,890 $66,012 $7,027,704
Cash
distributions - (278,726) (1,791) (177,300)
Net income (loss) (98) (9,719) 7,632 755,557
--------- ---------- ------- ----------
Balance at
end of period $(228,999) $ 731,445 $71,853 $7,605,961
========= ========== ======= ==========
</TABLE>
(See accompanying notes to unaudited financial statements)
<PAGE>
NEW ENGLAND LIFE PENSION PROPERTIES;
A REAL ESTATE LIMITED PARTNERSHIP
SUMMARIZED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
---------------------------
1999 1998
--------- ----------
<S> <C> <C>
Net cash provided by (used in) operating
activities $ (19,751) $ 118,503
--------- ----------
Cash flows from investing activities:
Net proceeds from sale of investment - 5,795,060
Deferred disposition fee - 95,625
Decrease in short-term
investments, net - 1,543,736
--------- ----------
Net cash provided by
investing activities - 7,434,421
--------- ----------
Cash flows from financing activity:
Distributions to partners (278,726) (179,091)
--------- ----------
Net increase (decrease) in cash and
cash equivalents (298,477) 7,373,833
Cash and cash equivalents:
Beginning of period 820,108 1,309,837
--------- ----------
End of period $ 521,631 $8,683,670
========= ==========
</TABLE>
(See accompanying notes to unaudited financial statements)
<PAGE>
NEW ENGLAND LIFE PENSION PROPERTIES;
A REAL ESTATE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (Unaudited)
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the Partnership's
financial position as of March 31, 1999 and December 31, 1998 and the results of
its operations, its cash flows and partners' capital for the three months ended
March 31, 1999 and 1998. These adjustments are of a normal recurring nature.
See notes to financial statements included in the Partnership's 1998 Annual
Report on Form 10-K for additional information relating to the Partnership's
financial statements.
NOTE 1 - ORGANIZATION AND BUSINESS
- ----------------------------------
New England Life Pension Properties; A Real Estate Limited Partnership (the
"Partnership") is a Massachusetts limited partnership organized for the purpose
of investing primarily in newly constructed and existing income producing real
properties. The Partnership primarily serves as an investment for qualified
pension and profit sharing plans and other entities intended to be exempt from
Federal income tax. The Partnership commenced operations in June, 1983 and
acquired six real estate investments prior to the end of 1985. The Partnership
sold its remaining investment in March 1998 and therefore intends to liquidate
and dissolve in 1999.
NOTE 2 - INVESTMENTS IN PROPERTY
- ---------------------------------
On March 4, 1998, the Rivers Corporate Park property, located in Columbia,
Maryland, was sold to an unaffiliated third party. The selling price was
determined by arm's length negotiations between the Partnership and the buyer.
The gross sales price was $6,375,000. The Partnership received net proceeds of
$5,890,685 after closing costs and recognized a gain of $655,710 ($21.64 per
limited partnership unit). A disposition fee of $95,625 was accrued but not
paid to AEW Real Estate Advisors, Inc. (the "Advisor").
<PAGE>
NEW ENGLAND LIFE PENSION PROPERTIES;
A REAL ESTATE LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
- -------------------------------
The Partnership completed its offering of units of limited partnership
interest in June, 1983. A total of 30,000 units were sold. The Partnership
received proceeds of $27,253,251, net of selling commissions and other offering
costs, which were invested in real estate and the payment of related acquisition
costs, or retained as working capital reserves. The Partnership made six real
estate investments, all of which have been sold: one in each of 1985, 1991,
1994, 1996, 1997 and 1998. As a result of these sales and similar transactions,
capital of $26,538,900 ($884.63 per limited partnership) has been returned to
the limited partners.
On March 4, 1998, the Rivers Corporate Park property was sold to an
unaffiliated third party. The Partnership received net proceeds of $5,890,685
after closing costs and recognized a gain of $655,710 ($21.64 per limited
partnership unit). A disposition fee of $95,625 was accrued but not paid to the
Advisor.
At March 31, 1999, the Partnership had $521,631 in cash and cash
equivalents, which is primarily being retained as working capital reserves. The
Partnership distributed $278,726 to certain incentive unitholders. The
Partnership intends to liquidate and dissolve in late 1999.
Year 2000 Readiness Disclosure
- ------------------------------
The Year 2000 Issue is a result of computer programs being written using
two digits rather than four to define the applicable year. Computer programs
that have date-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions or engage in normal
business operations.
The Partnership relies on AEW Capital Management L.P. ("AEW Capital
Management"), the parent of AEW Real Estate Advisors, Inc., to generate
financial information and to provide other services which are dependent on the
use of computers. The Partnership has obtained assurances from AEW Capital
Management that:
. AEW Capital Management has developed a Year 2000 Plan (the "Plan") consisting
of five phases: inventory, assessment, testing, remediation/repair and
certification.
. As of September 30, 1998, AEW Capital Management had completed the inventory
and assessment phases of this Plan and had commenced the testing and
remediation/repair of internal systems.
. AEW Capital Management expects to conclude the internal testing,
remediation/repair and certifications of its Plan no later than
June 30, 1999.
Because the Partnership has sold all of its real property investments, the
Partnership no longer relies on joint venture partners and/or property managers
to supply financial and other data with respect to its real properties.
Consequently, the Partnership does not have any material provider of data other
than AEW Capital Management.
<PAGE>
The Partnership currently does not have a contingency plan in the event of a
particular provider or system not being Year 2000 compliant. Such a plan will
be developed if it becomes clear that a provider (including AEW Capital
Management) is not going to achieve its scheduled compliance objectives by June
30, 1999. The inability of one of these providers to complete its Year 2000
resolution process could materially impact the Partnership. In addition, the
Partnership is also subject to external forces that might generally affect
industry and commerce, such as utility or transportation company Year 2000
compliance failures and related service interruptions. Given the nature of its
operations, the Partnership will not incur any costs associated with Year 2000
compliance. All such costs are borne by AEW Capital Management and the property
managers.
Results of Operations
- ---------------------
Operating Factors
As discussed above, the Rivers Corporate Park was sold on March 4, 1998,
and the Partnership recognized a gain of $655,710. At the time of sale, this
property was 29% leased.
Investment Results
There are no real estate comparative operating results for the three month
periods ended March 31, 1999 and 1998, due to the sale mentioned above.
Interest on cash equivalents for the three month periods ended March 31,
1999 was $10,248 compared to $60,668 for the same periods in 1998. The decrease
is primarily due to lower invested balances as a result of the distribution of
operating cash flow reserve, previously mentioned.
Operating cash flow decreased $138,254 between the first three months of
1998 and 1999. This decrease is primarily due to the sale of Rivers Corporate
Park in March 1998.
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 general partner. General and administrative expenses
primarily consist of real estate appraisal, printing, legal, accounting and
investor servicing fees.
There was no management fee incurred during the first quarter of 1999 due
to the discontinuace of operating cash distributions as a result of the 1998
sale discussed above.
General and administrative expenses for the three months ended March 31,
1999 were $20,065 compared to $24,366 for the same period in 1998. The decrease
for the comparative periods is due to lower overall expenses as a result of the
sale discussed above.
<PAGE>
NEW ENGLAND LIFE PENSION PROPERTIES;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1999
PART II
OTHER INFORMATION
-------------------
Items 1 - 5. Not Applicable
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits: (27) Financial Data Schedule.
b. Reports on Form 8-K: No reports on Form 8-K
were filed during the quarter ended March 31, 1999.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEW ENGLAND LIFE PENSION PROPERTIES;
A REAL ESTATE LIMITED PARTNERSHIP
(Registrant)
May 13, 1999
/s/ J. Christopher Meyer III
-------------------------------
J. Christopher Meyer III
President, Chief Executive Officer and Director
of General Partner,
Copley Properties Company, Inc.
May 13, 1999
/s/ Karin J. Lagerlund
--------------------------------
Karin J. Lagerlund
Principal Financial and Accounting
Officer of General Partner,
Copley Properties Company, Inc.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 521,631
<SECURITIES> 0
<RECEIVABLES> 3,367
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 521,631
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 524,998
<CURRENT-LIABILITIES> 22,552
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 502,446
<TOTAL-LIABILITY-AND-EQUITY> 524,998
<SALES> 0
<TOTAL-REVENUES> 10,248
<CGS> 20,065
<TOTAL-COSTS> 20,065
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (9,817)
<INCOME-TAX> 0
<INCOME-CONTINUING> (9,817)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,817)
<EPS-PRIMARY> (0.32)
<EPS-DILUTED> (0.32)
</TABLE>
