SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1997
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-13233
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BALCOR PENSION INVESTORS-V
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3254673
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, Illinois 60015
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
--------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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<PAGE>
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1997 and December 31, 1996
(Unaudited)
ASSETS
1997 1996
--------------- ---------------
Cash and cash equivalents $ 8,085,835 $ 67,655,936
Escrow deposits - restricted 95,243
Accounts and accrued interest receivable 92,741 665,695
Prepaid expenses 38,651
Deferred expenses, net of accumulated
amortization of $133,699 in 1996 196,549
--------------- ---------------
8,178,576 68,652,074
--------------- ---------------
Investment in first mortgage loan
receivable: 6,015,968
Less:
Allowance for potential loan losses 2,102,000
---------------
Net investment in loan receivable 3,913,968
Real estate held for sale (net of
allowance of $2,711,056 in 1996) 6,606,724
Investment in joint ventures - affiliates 3,042,286
---------------
13,562,978
--------------- ---------------
$ 8,178,576 $ 82,215,052
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL
Accounts and accrued interest payable $ 167,300 $ 978,110
Due to affiliates 120,068 150,580
Other liabilities, principally escrow
deposits and accrued real estate taxes 145,394
Security deposits 81,774
--------------- ---------------
Total liabilities 287,368 1,355,858
<PAGE>
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1997 and December 31, 1996
(Unaudited)
(Continued)
1997 1996
--------------- ---------------
Commitments and contingencies
Limited Partners' capital (439,305
Interests issued and outstanding) 7,784,314 80,322,266
General Partner's capital 106,894 536,928
--------------- ---------------
Total partners' capital 7,891,208 80,859,194
--------------- ---------------
$ 8,178,576 $ 82,215,052
=============== ===============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1997 and 1996
(Unaudited)
1997 1996
--------------- ---------------
Income:
Interest on loans receivable and
investment in acquisition loan $ 236,661 $ 3,344,802
Less interest on loans payable -
underlying mortgages 151,308
--------------- ---------------
Net interest income on loans
receivable 236,661 3,193,494
Interest on short-term investments 574,490 821,938
Participation income 35,495
Participation in income of
joint ventures-affiliates 1,291,292 324,516
Recovery of losses on loans 2,102,000 2,478,000
Other income 511,780
--------------- ---------------
Total income 4,716,223 6,853,443
--------------- ---------------
Expenses:
Loss (income) from operations of real
estate held for sale 261,843 (3,875,433)
Provision for potential losses on
loans and real estate 1,511,415
Amortization of deferred expenses 196,549 40,315
Administrative 555,421 955,011
--------------- ---------------
Total expenses 1,013,813 (1,368,692)
--------------- ---------------
Income before equity in loss from
investment in acquisition loan 3,702,410 8,222,135
Equity in loss from investment
in acquisition loan (52,021)
--------------- ---------------
Net income $ 3,702,410 $ 8,170,114
=============== ===============
Net income allocated to General Partner $ 119,097 $ 817,011
=============== ===============
Net income allocated to Limited Partners $ 3,583,313 $ 7,353,103
=============== ===============
<PAGE>
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1997 and 1996
(Unaudited)
(Continued)
1997 1996
--------------- ---------------
Net income per Limited Partnership
Interest (439,305 issued and
outstanding) $ 8.16 $ 16.74
=============== ===============
Distributions to General Partner $ 732,174 $ 1,116,324
=============== ===============
Settlement distribution to Limited
Partners $ 99,534 None
=============== ===============
Distributions to Limited Partners $ 76,021,731 $ 27,017,257
=============== ===============
Distributions per Limited
Partnership Interest $ 173.05 $ 61.50
=============== ===============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1997 and 1996
(Unaudited)
1997 1996
--------------- ---------------
Income:
Interest on loans receivable and
investment in acquisition loan $ 379,091
Less interest on loans payable -
underlying mortgages 50,187
---------------
Net interest income on loans
receivable 328,904
Interest on short-term investments $ 108,250 232,525
Participation income 4,651
Participation in income of
joint ventures-affiliates 106,874
Other income 169,780
--------------- ---------------
Total income 278,030 672,954
--------------- ---------------
Expenses:
Loss (income) from operations of real
estate held for sale 117,622 (1,172,155)
Provision for potential losses on
loans and real estate 1,000,000
Amortization of deferred expenses 15,141
Administrative 105,344 299,670
--------------- ---------------
Total expenses 222,966 142,656
--------------- ---------------
Income before equity in loss from
investment in acquisition loan 55,064 530,298
Equity in loss from investment
in acquisition loan (13,005)
--------------- ---------------
Net income $ 55,064 $ 517,293
=============== ===============
Net income allocated to General Partner $ 119,097 $ 51,729
=============== ===============
Net (loss) income allocated to
Limited Partners $ (64,033) $ 465,564
=============== ===============
<PAGE>
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1997 and 1996
(Unaudited)
(Continued)
1997 1996
--------------- ---------------
Net (loss) income per Limited
Partnership Interest (439,305
issued and outstanding) $ (0.14) $ 1.06
=============== ===============
Distribution to General Partner $ 244,058 $ 628,206
=============== ===============
Distribution to Limited Partners $ 6,194,201 $ 18,327,804
=============== ===============
Distribution per Limited
Partnership Interest $ 14.10 $ 41.72
=============== ===============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1997 and 1996
(Unaudited)
1997 1996
--------------- ---------------
Operating activities:
Net income $ 3,702,410 $ 8,170,114
Adjustments to reconcile net
income to net cash provided
by operating activities:
Equity in loss from investment
in acquisition loan 52,021
Participation in income of
joint ventures - affiliates (1,291,292) (324,516)
Recovery of losses on loans (2,102,000) (2,478,000)
Provision for potential losses on
loans and real estate 1,511,415
Amortization of deferred expenses 196,549 40,315
Payment of leasing commissions (102,100)
Collection of interest
income due at maturity 2,115,968 452,768
Net change in:
Escrow deposits - restricted 95,243 (46,397)
Accounts and accrued
interest receivable 572,954 (15,950)
Prepaid expenses 38,651 (113,954)
Accounts and accrued
interest payable (810,810) (56,210)
Due to affiliates (30,512) 52,578
Other liabilities (145,394) 476,342
Security deposits (81,774) (429)
--------------- ---------------
Net cash provided by operating
activities 2,259,993 7,617,997
--------------- ---------------
Investing activities:
Proceeds from sale of acquisition loan 7,226,945
Costs incurred in connection with
the sale of acquisition loan (100,810)
Capital contributions to joint
ventures - affiliates (22,759)
Distributions from joint
ventures - affiliates 4,333,578 394,663
Collection of principal
payments on loans receivable 3,900,000 14,700,000
Improvements to real estate (491,273)
Proceeds from sale of real estate 6,900,000
Costs incurred in connection with
the sale of real estate (293,276)
--------------- ---------------
<PAGE>
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1997 and 1996
(Unaudited)
(Continued)
1997 1996
--------------- ---------------
Net cash provided by investing
activities 14,840,302 21,706,766
--------------- ---------------
Financing activities:
Distributions to Limited Partners (76,121,265) (27,017,257)
Distributions to General Partner (732,174) (1,116,324)
Contribution from General Partner 183,043
Principal payments on loans payable
- underlying mortgages (31,014)
--------------- ---------------
Net cash used in financing activities (76,670,396) (28,164,595)
--------------- ---------------
Net change in cash and cash equivalents (59,570,101) 1,160,168
Cash and cash equivalents at
beginning of period 67,655,936 17,680,262
Cash and cash equivalents --------------- ---------------
at end of period $ 8,085,835 $ 18,840,430
=============== ===============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policies:
(a) For financial statement purposes, in previous years partners were allocated
income and loss in accordance with the profit and loss percentages in the
Partnership Agreement. In order for the capital accounts of the General Partner
and the Limited Partners to appropriately reflect their respective economic
interests as provided for in the Partnership Agreement, the income (loss)
allocation between the partners have been adjusted for financial statement
purposes in 1997.
(b) A reclassification has been made to the previously reported 1996 financial
statements in order to provide comparability with the 1997 statements. This
reclassification has not changed the 1996 results.
(c) In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the nine months
and quarter ended September 30, 1997, and all such adjustments are of a normal
and recurring nature.
2. Partnership Termination:
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1996, eight properties were sold, including one in which
the Partnership held a minority joint venture interest. During January and May
1997, the Partnership sold the Harbor Bay office building and the Meadow Run
Apartments loan receivable was repaid, respectively. In addition, the
Partnership's remaining investment, the loan collateralized by the Whispering
Hills Apartments, in which the Partnership held a minority joint venture
interest, was sold during June 1997. The timing of the termination of the
Partnership and final distribution of cash will depend upon the nature and
extent of liabilities and contingencies which exist or may arise. The
Partnership has retained a portion of the cash to satisfy obligations of the
Partnership, as well as establish a reserve for contingencies. Such
contingencies may include legal and other fees and costs stemming from
litigation involving the Partnership including, but not limited to, the lawsuit
discussed in Note 9 of Notes to Financial Statements. In the absence of any
contingency, the reserves will be paid within twelve months of the last
investment being sold. In the event a contingency exists, reserves may be held
by the Partnership for a longer period of time.
3. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates for the
nine months and quarter ended September 30, 1997 are:
<PAGE>
Paid
----------------------
Nine Months Quarter Payable
------------ --------- ----------
Reimbursement of expenses to
the General Partner, at cost $ 117,523 $ 23,475 $ 120,068
Mortgage servicing fees 10,927 5,708 None
The General Partner made a contribution to the Partnership of $183,043 in
connection with the settlement of certain litigation as further discussed in
Note 8 of Notes to Financial Statements.
4. Repayment of Loan Receivable:
The Meadow Run Apartments $3,900,000 first mortgage loan receivable was repaid
in full during May 1997. The Partnership received $6,015,968 including accrued
interest of $2,115,968, which was included in the loan balance. The Partnership
recognized a recovery of $2,102,000 upon repayment of the loan.
5. Disposition of Property Acquired Through Foreclosure:
In January 1997, the Partnership sold the Harbor Bay office building in an all
cash sale for $6,900,000. From the proceeds of the sale, the Partnership paid
$293,276 in selling costs. The basis of the property was $9,317,780. For
financial statement purposes, the Partnership did not recognize a gain or loss
on the sale of this property. The Partnership wrote off $2,711,056 of the
basis against the previously established allowance.
6. Investment in Joint Ventures - Affiliates:
a) The Partnership had classified the Whispering Hills Apartments first
mortgage loan investment as an investment in joint venture - affiliate. This
investment represented a joint venture between the Partnership and an
affiliate. Profits and losses were allocated 25% to the Partnership and 75% to
the affiliate. During June 1997, the joint venture sold the loan for
$17,200,000. From the proceeds of the sale, the joint venture paid $750,000 to
the borrower in accordance with an amendment to the modified loan agreement and
$393,305 in selling costs. For financial statement purposes, the joint venture
recognized a gain of $1,793,261, of which $1,130,640 represents the
Partnership's share. The following information has been summarized from the
financial statements of the joint venture for the nine months ended September
30, 1997:
1997
------------
Total income $1,237,046
Gain on sale 1,793,261
Net income 642,612
b) The 45 West 45th Street Office Building was owned by a joint venture with
three affiliates. During November 1996, the joint venture sold the property.
Pursuant to the sale agreement, $500,000 of the sale proceeds was retained by
the joint venture and was unavailable for distribution until April 1997, at
which time the funds were released in full. The Partnership's share of the
proceeds was $108,701.
<PAGE>
7. Other Income:
The Partnership recognized other income of $342,000 during 1997 in connection
with insurance proceeds received due to fire damage incurred at the Huntington
Meadows Apartments during February 1996. Additionally, the Partnership
recognized other income of $169,780 relating to prior year real estate tax
refunds received in 1997 for the Harbor Bay office building, which was sold in
1997.
8. Settlement of Litigation:
A settlement received final approval by the court in November 1996 in the class
action, Paul Williams and Beverly Kennedy, et. al. v. Balcor Pension
Investors-V, et. al. upon the terms described in the notice to class members in
September 1996. The General Partner made a contribution of $183,043 to the
Partnership from which the plaintiffs' counsel received $18,304 pursuant to the
settlement agreement. In February 1997, the General Partner made a settlement
payment of $164,739 ($0.38 per $500 Interest) to members of the class pursuant
to the settlement. Of the remaining settlement amount, $99,534 was paid to
original investors who held their Limited Partnership Interests at the date of
the settlement and was recorded as a distribution to Limited Partners in the
Financial Statements. The remaining portion of the settlement of $65,205 was
paid to original investors who previously sold their Interests in the
Partnership. This amount was recorded as an administrative expense in the
Financial Statements. Similar contributions and payments were made on the seven
other partnerships included in the lawsuit to those payments described above.
The Balcor Company paid an additional $635,000 to the plaintiffs' class counsel
and The Balcor Company received approximately $946,000 from the eight
partnerships as a reimbursement of its legal expenses, of which $173,217 was
the Partnership's share. The settlement had no material impact on the
Partnership.
9. Contingency:
The Partnership is currently involved in a lawsuit whereby the Partnership, the
General Partner and certain third parties have been named as defendants seeking
damages relating to tender offers to purchase interests in the Partnership and
nine affiliated partnerships initiated by the third party defendants in 1996.
The defendants continue to vigorously contest this action. This action has been
dismissed with prejudice and plaintiffs have filed an appeal. It is not
determinable at this time whether or not an unfavorable decision in this action
would have a material adverse impact on the financial position, operations and
liquidity of the Partnership. The Partnership believes it has meritorious
defenses to contest the claims.
10. Subsequent Event:
In October 1997, the Partnership made a distribution of $4,019,641 ($9.15 per
Interest) to the holders of Limited Partnership Interests representing a
special distribution from Mortgage Reductions primarily from the sale of the
loan collateralized by the Whispering Hills Apartments.
<PAGE>
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Pension Investors-V (the "Partnership") is a limited partnership formed
in 1983 to invest in wrap-around mortgage loans, first mortgage loans and, to a
lesser extent, junior mortgage loans. The Partnership raised $219,652,500 from
sales of Limited Partnership Interests and utilized these proceeds to fund
thirty-four loans. During January and May 1997, respectively, the Partnership
sold the Harbor Bay office building and the Meadow Run Apartments loan
receivable was repaid. In addition, the Partnership's remaining investment,
the loan collateralized by the Whispering Hills Apartments, in which the
Partnership held a minority joint venture interest, was sold during June 1997.
As of September 30, 1997, the Partnership has no loans outstanding or
properties remaining in its portfolio.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1996 for a more complete understanding of
the Partnership's financial position.
Operations
- ----------
Summary of Operations
- ---------------------
Due primarily to property sales and loan repayments in 1997 and 1996, the
Partnership recognized decreased net income during the nine months and quarter
ended September 30, 1997 as compared to the same periods in 1996. This decrease
was partially offset by the recognition of the Partnership's share of the gain
from the sale of the Whispering Hills Apartments loan in June 1997, which is
included in participation in income of joint ventures-affiliates. The
Partnership also recognized provisions and recoveries of losses related to its
loans and real estate held for sale during 1997 and 1996. Further discussion of
the Partnership's operations is summarized below.
1997 Compared to 1996
- ---------------------
Unless otherwise noted, discussions of fluctuations between 1997 and 1996 refer
to both the nine months and quarters ended September 30, 1997 and 1996.
Net interest income on loans receivable decreased during the nine months ended
September 30, 1997 as compared to the same period in 1996 due primarily to the
repayments of the Meadow Run Apartments loan receivable in May 1997 and the
Seven Trails Apartments wrap-around loan receivable in April 1996, and the
sales of the Noland Fashion Square acquisition loan and The Glen Apartments
loan receivable in August and December 1996, respectively. Net interest income
on loans receivable decreased during the quarter ended September 30, 1997 as
compared to the same period in 1996 primarily as a result of the repayment of
the Meadow Run Apartments loan receivable in May 1997 and the sale of The Glen
Apartments loan receivable in December 1996.
<PAGE>
Due to higher average cash balances in 1996 resulting from the investment of
the proceeds from the repayments of the Seven Trails Apartments loan and the
Noland Fashion Square acquisition loan in April and August 1996, respectively,
prior to distribution to Limited Partners, interest income on short-term
investments decreased during 1997 as compared to 1996.
The Partnership recognized participation income of $35,495 on The Glen
Apartments and Meadow Run Apartments loan receivables during 1996.
Participation in joint ventures with affiliates represents the Partnership's
share of property operations from the Whispering Hills Apartments and the 45
West 45th Street Office Building, which was sold in November 1996. Primarily as
a result of the gain recognized on the sale of the Whispering Hills Apartments
in June 1997, participation in income of joint ventures with affiliates
increased during the nine months ended September 30, 1997 as compared to the
same period in 1996. Participation in income of joint ventures ceased during
the quarter ended September 30, 1997.
Provisions are charged to income when the General Partner believes an
impairment has occurred to the value of its properties or in a borrower's
ability to repay a loan or in the value of the collateral property.
Determinations of fair value are made periodically on the basis of performance
under the terms of the loan agreement, assessments of property operations and
the property's estimated sales price less closing costs. Determinations of fair
value represent estimations based on many variables which affect the value of
real estate, including economic and demographic conditions. The Partnership
recognized a provision of $511,415 related to the Noland Fashion Square
acquisition loan and a provision of $1,000,000 related to its real estate held
for sale to provide for a change in the estimate of the fair value of certain
properties during 1996. The Partnership recognized recoveries of $2,102,000 and
$2,478,000 relating to the Meadow Run Apartments and Seven Trails Apartments
loans during 1997 and 1996, respectively. In addition, an allowance of
$2,711,056 related to the Harbor Bay office building was written off in
connection with the sale of the property during 1997.
The Partnership recognized other income of $342,000 during 1997 in connection
with insurance proceeds received due to fire damage incurred at the Huntington
Meadows Apartments during February 1996. Additionally, the Partnership
recognized other income of $169,780 relating to prior year real estate tax
refunds received in 1997 for the Harbor Bay office building, which was sold in
1997.
Income or loss from operations of real estate held for sale represents net
property operations generated by the properties the Partnership acquired
through foreclosure. Due to the sales of seven properties in 1996 and the sale
of the Harbor Bay office building in January 1997, a loss was generated in 1997
as compared to income during 1996. The loss in 1997 resulted primarily from the
payment of expenses related to properties sold during 1996 and expenses related
to the Harbor Bay office building, which was sold in January 1997.
In connection with the sale of the Harbor Bay office building in January 1997,
the Partnership wrote off the remaining unamortized leasing commissions related
to the property, which resulted in an increase in amortization expense during
<PAGE>
the nine months ended September 30, 1997 and the cessation of amortization
expense during the quarter ended September 30, 1997 as compared to the same
periods in 1996.
The Partnership incurred higher consulting, legal, postage and printing costs
in connection with its response to a tender offer and related litigation during
the second quarter of 1996. In addition, portfolio management fees decreased,
resulting in a decrease in administrative expenses during 1997 as compared to
1996. This decrease was partially offset by an increase of approximately
$65,000 relating to a payment made by the General Partner in connection with
the settlement of a class action lawsuit to investors who had previously sold
their Interests in the Partnership, which was classified as an administrative
expense. See Note 8 of Notes to Financial Statements for additional
information.
The Partnership recognized equity in loss from investment in acquisition loan
during 1996 in connection with the Noland Fashion Square acquisition loan,
which was sold in August 1996.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased by approximately $59,570,000 as
of September 30, 1997 when compared to December 31, 1996 primarily due to
special distributions made to Partners in January, April and July 1997. Cash
flow of approximately $2,260,000 was provided by the Partnership's operating
activities consisting primarily of interest income from the Partnership's loan
receivable and short-term investments, real estate tax refunds and insurance
proceeds, which were partially offset by the payment of expenses on sold
properties and administrative expenses. The Partnership's investing activities
generated cash of approximately $14,840,000, primarily from the sale of the
Harbor Bay office building, the repayment of the Meadow Run Apartments loan
receivable and receipt of distributions from joint ventures - affiliates
primarily in connection with the sale of the Whispering Hills Apartments. Cash
of approximately $76,670,000 was used in financing activities consisting
primarily of distributions to Partners.
During 1996, eight of the Partnership's properties were sold including one in
which the Partnership held a minority joint venture interest. During January
and May 1997, the Partnership sold the Harbor Bay office building and the
Meadow Run Apartments loan was repaid, respectively. In addition, the
Partnership's remaining investment, the loan collateralized by the Whispering
Hills Apartments, in which the Partnership held a minority joint venture
interest, was sold during June 1997. The timing of the termination of the
Partnership and final distribution of cash will depend upon the nature and
extent of liabilities and contingencies which exist or may arise. The
Partnership has retained a portion of the cash to satisfy obligations of the
Partnership as well as establish a reserve for contingencies. Such
contingencies may include legal and other fees and costs stemming from
litigation involving the Partnership including, but not limited to, the lawsuit
discussed in Note 9 of Notes to Financial Statements. In the absence of any
contingency, the reserves will be paid within twelve months of the last
investment being sold. In the event a contingency exists, reserves may be held
by the Partnership for a longer period of time.
<PAGE>
In January 1997, the Partnership sold the Harbor Bay office building in an all
cash sale for $6,900,000. From the proceeds of the sale the Partnership paid
$293,276 in selling costs. The net proceeds were distributed to the Limited
Partners in April 1997. See Note 5 of Notes to Financial Statements for
additional information.
The Meadow Run Apartments first mortgage loan receivable was repaid in full in
May 1997. The loan matured in July 1996 and was extended until December 1996.
The borrower continued to make monthly payments on the loan until it was
repaid. The Partnership received proceeds of $6,015,968 consisting of funds
advanced of $3,900,000 and additional interest income of $2,115,968. The
proceeds were distributed to the Limited Partners in July 1997. See Note 4 of
Notes to Financial Statements for additional information.
The loan collateralized by the Whispering Hills Apartments, which was accounted
for as an investment in joint venture, was owned by a joint venture consisting
of the Partnership and an affiliate. In June 1997, the joint venture sold the
loan in an all cash sale for $17,200,000. From the proceeds of the sale, the
joint venture paid $750,000 to the borrower in accordance with an amendment to
the modified loan agreement and $393,305 in selling costs. The net proceeds of
the sale were $16,056,695, of which $4,014,174 was the Partnership's share and
was received in July 1997. The proceeds were distributed to the Limited
Partners in October 1997. See Note 6 of Notes to Financial Statements for
additional information.
Pursuant to the sale agreement for the Huntington Meadows Apartments, $200,000
was retained by the Partnership and was unavailable for distribution until
February 1997, at which time the funds were released in full. Also, pursuant to
the sale agreement for the 45 West 45th Street Office Building, in which the
Partnership held a minority joint venture interest, $500,000 was retained by
the joint venture and was unavailable for distribution until April 1997, at
which time the funds were released in full. The Partnership's share of the
proceeds was $108,701.
In February 1997, the General Partner made a settlement payment of $164,739
($0.38 per Interest)to members of the class pursuant to the settlement approved
by the court in November 1996 in the Paul Williams and Beverly Kennedy et. al.
v. Balcor Pension Investors-V, et. al. class action lawsuit. The General
Partner made a contribution of $183,043 to the Partnership, of which the
plaintiff's counsel received $18,304 pursuant to the settlement agreement. Of
the remaining settlement amount, $99,534 was paid to the original investors who
held their Limited Partnership Interests at the date of the settlement and was
recorded as a distribution to Limited Partners in the Financial Statements. The
remaining portion of the settlement of $65,205 was paid to original investors
who previously had sold their Interests in the Partnership. This amount was
recorded as an administrative expense in the Financial Statements. Similar
contributions and payments were made on the seven other partnershps included in
the lawsuit to those payments described above. The Balcor Company paid an
additional $635,000 to the plaintiffs' class counsel and The Balcor Company
received approximately $946,000 from the eight partnerships as a reimbursement
of its legal expenses, of which $173,217 was the Partnership's share. See Note
8 of Notes to Financial Statements for additional information.
<PAGE>
In October 1997, the Partnership paid a distribution of $4,019,641 ($9.15 per
Interest) to the holders of Limited Partnership Interests representing a
special distribution from Mortgage Reductions primarily from the sale of the
loan collateralized by the Whispering Hills Apartments. Including the October
1997 distribution, Limited Partners have received cash distributions totaling
$782.10 per $500 Interest. Of this amount, $425.12 has been Cash Flow from
operations and $356.98 represents a return of Original Capital. Since all of
the Partnership's properties and loans have been sold or repaid, no additional
regular quarterly distributions are expected. The General Partner, on behalf of
the Partnership, has retained what it believes is an appropriate amount of
working capital to meet current cash or liquidity requirements which may occur.
In February 1997, the Partnership discontinued the repurchase of Interests from
Limited Partners.
<PAGE>
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
(4) Form of Subscription Agreement set forth as Exhibit 4.1 to Amendment No. 1
dated January 16, 1984 to the Registrant's Registration Statement on Form S-11
(Registration No. 2-87662) and Form of Confirmation regarding Interests in the
Registrant set forth as Exhibit 4.2 to the Registrant's Current Report on Form
10-Q for the quarter ended September 31, 1992 (Commission File No. 0-13233),
are incorporated herein by reference.
(10)(a)(i) Agreement of Sale and attachments thereto relating to the sale of
the Granada Apartments, Tampa, Florida previously filed as Exhibit (2)(a)(i) to
the Registrant's Current Report on Form 8-K dated September 17, 1996, is
incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the Granada
Apartments, Tampa, Florida previously filed as Exhibit (2)(a)(ii) to the
Registrant's Current Report on Form 8-K dated September 17, 1996, is
incorporated herein by reference.
(iii) Letter Agreement dated October 7, 1996, relating to the sale of the
Granada Apartments, Tampa, Florida previously filed as Exhibit (99)(b) to the
Registrant's Current Report on Form 8-K dated October 3, 1996, is incorporated
herein by reference.
(iv) Second Amendment to Agreement of Sale relating to the sale of Granada
Apartments, Tampa, Florida previously filed as Exhibit (10)(a)(iv) to the
Registrant's Current Report on Form 10-Q for the quarter ended September 30,
1996, is incorporated herein by reference.
(b)(i) Agreement of Sale and attachments thereto relating to the sale of the
Plantation Apartments, Tampa, Florida previously filed as Exhibit (2)(b)(i) to
the Registrant's Current Report on Form 8-K dated September 17, 1996, is
incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the
Plantation Apartments, Tampa, Florida previously filed as Exhibit (2)(b)(ii) to
the Partnership's Current Report on Form 8-K dated September 17, 1996, is
incorporated herein by reference.
(iii) Letter Agreement dated October 7, 1996, relating to the sale of the
Plantation Apartments, Tampa, Florida previously filed as Exhibit (99)(c) to
the Registrant's Current Report on Form 8-K dated October 3, 1996, is
incorporated herein by reference.
<PAGE>
(iv) Second Amendment to Agreement of Sale relating to the sale of Plantation
Apartments, Tampa, Florida previously filed as Exhibit (10)(b)(iv) to the
Registrant's Current Report on Form 10-Q for the quarter ended September 30,
1996, is incorporated herein by reference.
(c)(i) Agreement of Sale and attachments thereto relating to the sale of the
The Glades on Ulmerton Apartments, Largo, Florida previously filed as Exhibit
(2)(c)(i) to the Registrant's Current Report on Form 8-K dated September 17,
1996, is incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the The
Glades on Ulmerton Apartments, Largo, Florida previously filed as Exhibit
(2)(c)(ii) to the Registrant's Current Report on Form 8-K dated September 17,
1996, is incorporated herein by reference.
(iii) Letter Agreement dated October 7, 1996, relating to the sale of the The
Glades on Ulmerton Apartments, Largo, Florida previously filed as Exhibit
(99)(d) to the Registrant's Current Report on Form 8-K dated October 3, 1996,
is incorporated herein by reference.
(d)(i) Agreement of Sale and attachments thereto relating to the sale of the
Union Tower office building, Lakewood, Colorado previously filed as Exhibit (2)
to the Registrant's Current Report on Form 8-K dated October 10, 1996, is
incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the Union
Tower office building, Lakewood, Colorado previously filed as Exhibit
(10)(d)(ii) to the Registrant's Current Report on Form 10-Q for the quarter
ended September 30, 1996, is incorporated herein by reference.
(e) Purchase and Sale Agreement relating to the sale of the first mortgage loan
secured by The Glen Apartments, Fairfax County, Virginia previously filed as
Exhibit (10)(e) to the Registrant's Current Report on Form 10-K for the year
ended December 31, 1996, is incorporated herein by reference.
(f)(i) Agreement of Sale and attachments thereto relating to the sale of the
1420 Harbor Bay Parkway, Alameda, California previously filed as Exhibit (2)(a)
to the Registrant's Current Report on Form 8-K dated December 6, 1996, is
incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the 1420
Harbor Bay Parkway, Alameda, California previously filed as Exhibit (2)(b) to
the Registrant's Current Report on Form 8-K dated December 6, 1996, is
incorporated herein by reference.
(iii) Second Amendment to Agreement of Sale relating to the sale of the 1420
Harbor Bay Parkway, Alameda, California previously filed as Exhibit
(10)(f)(iii) to the Registrant's Current Report on Form 10-K for the year ended
December 31, 1996, is incorporated herein by reference.
(iv) Third Amendment to Agreement of Sale relating to the sale of the 1420
Harbor Bay Parkway, Alameda, California previously filed as Exhibit (10)(f)(iv)
to the Registrant's Current Report on Form 10-K for the year ended December 31,
1996, is incorporated herein by reference.
<PAGE>
(g)(i) Agreement to Purchase Loan Documents relating to the sale of the first
mortgage loan secured by the Whispering Hills Apartments, Overland Park, Kansas
previously filed as Exhibit 10(g) to the Registrant's Current Report on Form
10-Q for the quarter ended March 31, 1997, is incorporated herein by reference.
(ii) First Amendment to Agreement to Purchase Loan Documents related to the
sale of the first mortgage loan secured by the Whispering Hills Apartments,
Overland Park, Kansas previously filed as Exhibit 10 (g)(ii) to the
Registrant's Current Report on Form 10-Q for the quarter ended June 30, 1997,
is incorporated herein by reference.
(27) Financial Data Schedule of the registrant for the nine months ending
September 30, 1997 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended September 30, 1997.
<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.
BALCOR PENSION INVESTORS-V
By: /s/Thomas E. Meador
----------------------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Mortgage Advisors-V, the General Partner
By: /s/Jayne A. Kosik
----------------------------------------
Jayne A. Kosik
Managing Director and Chief Financial
Officer (Principal Accounting Officer) of
Balcor Mortgage Advisors-V, the General
Partner
Date: November 3, 1997
------------------
<PAGE>
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