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 June 30, 1998
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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
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
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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
June 30, 1998 and December 31, 1997
(Unaudited)
ASSETS
1998 1997
-------------- ---------------
Cash and cash equivalents $ 2,512,611 $ 4,034,425
Accounts and accrued interest receivable 9,177 39,248
-------------- ---------------
2,521,788 4,073,673
============== ===============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 3,486 $ 43,862
Due to affiliates 98,266 62,317
-------------- ---------------
Total liabilities 101,752 106,179
-------------- ---------------
Commitments and contingencies
Limited Partners' capital
(439,305 Interests issued
and outstanding) 2,435,171 3,844,492
General Partner's (deficit) capital (15,135) 123,002
-------------- ---------------
Total partners' capital 2,420,036 3,967,494
-------------- ---------------
$ 2,521,788 $ 4,073,673
============== ===============
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 six months ended June 30, 1998 and 1997
(Unaudited)
1998 1997
-------------- ---------------
Income:
Interest on loan receivable $ 236,661
Interest on short-term investments $ 74,930 466,240
Participation in income of
joint ventures-affiliates 1,291,292
Recovery of loss on loan 2,102,000
Other income 342,000
-------------- ---------------
Total income 74,930 4,438,193
-------------- ---------------
Expenses:
Loss from operations of real
estate held for sale 16,603 144,221
Amortization of deferred expenses 196,549
Administrative 224,415 450,077
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Total expenses 241,018 790,847
-------------- ---------------
Net (loss) income $ (166,088) $ 3,647,346
============== ===============
Net loss allocated to General Partner None None
============== ===============
Net (loss) income allocated
to Limited Partners $ (166,088) $ 3,647,346
============== ===============
Net (loss) income per Limited Partnership
Interest (439,305 issued and outstanding)
- Basic and Diluted $ (0.38) $ 8.30
============== ===============
Distributions to General Partner $ 138,137 $ 488,116
============== ===============
Settlement distribution to Limited Partners None $ 99,534
============== ===============
Distributions to Limited Partners $ 1,243,233 $ 69,827,530
============== ===============
Distributions per Limited
Partnership Interest $ 2.83 $ 158.95
============== ===============
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 June 30, 1998 and 1997
(Unaudited)
1998 1997
-------------- ---------------
Income:
Interest on loan receivable $ 107,473
Interest on short-term investments $ 34,690 111,044
Participation in income of
joint ventures-affiliates 1,198,593
Recovery of loss on loan 2,102,000
Other income 342,000
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Total income 34,690 3,861,110
-------------- ---------------
Expenses:
Loss from operations of real
estate held for sale 16,603 42,277
Administrative 93,814 159,386
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Total expenses 110,417 201,663
-------------- ---------------
Net (loss) income $ (75,727) $ 3,659,447
============== ===============
Net income allocated to General Partner None $ 1,210
============== ===============
Net (loss) income allocated
to Limited Partners $ (75,727) $ 3,658,237
============== ===============
Net (loss) income per Limited Partnership
Interest (439,305 issued and outstanding)
- Basic and Diluted $ (0.17) $ 8.32
============== ===============
Distribution to General Partner None $ 244,057
============== ===============
Distribution to Limited Partners None $ 14,475,100
============== ===============
Distribution per Limited
Partnership Interest None $ 32.95
============== ===============
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 six months ended June 30, 1998 and 1997
(Unaudited)
1998 1997
-------------- ---------------
Operating activities:
Net (loss) income $ (166,088) $ 3,647,346
Adjustments to reconcile net (loss) income
to net cash (used in) or provided by
operating activies:
Participation in income of
joint ventures - affiliates (1,291,292)
Recovery of loss on loan (2,102,000)
Amortization of deferred expenses 196,549
Collection of interest
income due at maturity 2,115,968
Net change in:
Escrow deposits - restricted 36,656
Accounts and accrued
interest receivable 30,071 401,105
Prepaid expenses 38,651
Accounts and accrued interest payable (40,376) (779,700)
Due to affiliates 35,949 (22,576)
Other liabilities (145,394)
Security deposits (81,774)
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Net cash (used in) or provided
by operating activities (140,444) 2,013,539
-------------- ---------------
Investing activities:
Distributions from joint
ventures - affiliates 157,512
Collection of principal
payments on loans receivable 3,900,000
Proceeds from sale of real estate 6,900,000
Costs incurred in connection with
the sale of real estate (293,276)
---------------
Net cash provided by investing activities 10,664,236
---------------
Financing activities:
Distribution to Limited Partners (1,243,233) (69,927,064)
Distribution to General Partner (138,137) (488,116)
Contribution from General Partner 183,043
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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 six months ended June 30, 1998 and 1997
(Unaudited)
(Continued)
1998 1997
-------------- ---------------
Net cash used in financing activities (1,381,370) (70,232,137)
-------------- ---------------
Net change in cash and cash equivalents (1,521,814) (57,554,362)
Cash and cash equivalents
at beginning of period 4,034,425 67,655,936
-------------- ---------------
Cash and cash equivalents at end of period $ 2,512,611 $ 10,101,574
============== ===============
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, the capital accounts of the General
Partner and the Limited Partners have been adjusted to appropriately reflect
their remaining economic interests as provided for in the Partnership
Agreement.
(b) In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the six months
and quarter ended June 30, 1998, 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 1997, the Partnership sold its remaining property, and its
remaining loan receivable was repaid. In addition, the loan in which the
Partnership held a minority joint venture interest was sold during 1997. The
Partnership has retained a portion of the cash from the sales to satisfy
obligations of the Partnership, as well as to establish a reserve for
contingencies. 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. 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 4 of Notes to
Financial Statements. Due to this litigation, the Partnership will not be
dissolved and reserves will be held by the Partnership until the conclusion of
all contingencies. There can be no assurances as to the time frame for
conclusion of these contingencies.
3. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates for the six
months and quarter ended June 30, 1998 are:
Paid
-------------------------
Six Months Quarter Payable
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Reimbursement of expenses to
the General Partner, at cost $ 30,068 $ 14,402 $ 98,266
<PAGE>
During 1997, the General Partner made a contribution to the Partnership of
$183,043 in connection with the settlement of certain litigation.
4. 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. The action has been
dismissed with prejudice and plaintiffs have filed an appeal, which is pending.
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 of
the Partnership. The Partnership believes it has meritorious defenses to
contest the claims.
<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-five loans. As of June 30, 1998, 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 1997 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
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Administrative expenses were higher than interest income earned on short-term
investments which resulted in a net loss during the six months and quarter
ended June 30, 1998. During 1997, the Partnership recognized a recovery of loss
relating to the Meadow Run Apartments loan repayment and its share of the gain
in connection with the sale of the Whispering Hills Apartments loan, in which
the Partnership held a minority joint venture interest. These were the primary
reasons the Partnership generated net income during the six months and quarter
ended June 30, 1997. Further discussion of the Partnership's operations is
summarized below.
1998 Compared to 1997
- ---------------------
Unless otherwise noted, discussions of fluctuations between 1998 and 1997 refer
to both the six months and quarters ended June 30, 1998 and 1997.
Interest income on loan receivable ceased during 1997 due to the repayment of
the Meadow Run Apartments loan receivable.
Due to higher average cash balances in 1997 as a result of the investment of
proceeds received in connection with the late 1996 and 1997 property sales and
loan repayment prior to distribution to partners in 1997, interest income on
short-term investments decreased during 1998 as compared to 1997.
Participation in joint venture with affiliate represented the Partnership's
share of the property operations and gain on sale from the Whispering Hills
Apartments. The loan collateralized by the property was accounted for as real
estate held for sale. Due to the sale of the loan in 1997, participation in
income of joint ventures with affiliates ceased during 1997.
<PAGE>
Provisions for losses on loans, real estate and accrued interest receivable
were charged to income when the General Partner believed an impairment had
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
were 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 represented
estimations based on many variables which affect the value of real estate,
including economic and demographic conditions. The Partnership recognized a
recovery of $2,102,000 relating to the Meadow Run Apartments loan during 1997.
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.
Loss from operations of real estate held for sale represents net property
operations generated by the properties the Partnership had acquired through
foreclosure. Due to the sale of the Harbor Bay office building in January 1997,
which was the Partnership's last property, and the payment of expenses related
to properties sold during 1996, a loss from operations of real estate held for
sale was incurred during 1997. During the second quarter of 1998, the
Partnership paid additional expenditures related to the Harbor Bay office
building. As a result, the Partnership recognized a loss from operations of
real estate held for sale during 1998.
In connection with the sale of the Harbor Bay office building in 1997, the
Partnership wrote-off the remaining unamortized leasing commissions related to
the property. As a result, amortization expense ceased during the quarter ended
March 31, 1997.
During February 1997, the General Partner made a payment relating to the
settlement of certain litigation to original investors who previously sold
their Interests in the Partnership, which was accounted for as an
administrative expense. In addition, the Partnership incurred lower legal,
professional, postage, printing and bank fees during 1998. As a result,
administrative expenses decreased during 1998 as compared to 1997.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased by approximately $1,522,000 as
of June 30, 1998 when compared to December 31, 1997 primarily due to a
distribution made to Partners in January 1998 from available Cash Flow
reserves. The Partnership used cash of approximately $140,000 in its operating
activities to pay administrative and property operating expenses which were
partially offset by interest income earned on short-term investments. Cash of
approximately $1,381,000 was used in financing activities to pay a distribution
to the Partners.
<PAGE>
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 1997, the Partnership sold its remaining property and its
remaining loan receivable was repaid. In addition, the loan in which the
Partnership held a minority joint venture interest was sold during 1997. The
Partnership has retained a portion of the cash from the sales to satisfy
obligations of the Partnership, as well as to establish a reserve for
contingencies. 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. 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 4 of Notes to the
Financial Statements. Due to this litigation, the Partnership will not be
dissolved and reserves will be held by the Partnership until the conclusion of
all contingencies. There can be no assurances as to the time frame for
conclusion of these contingencies.
To date, Limited Partners have received cash distributions totaling $784.93 per
$500 Interest. Of this amount, $427.95 has been Cash Flow from operations and
$356.98 represents a return of Original Capital. No additional distributions
are anticipated to be made prior to the termination of the Partnership.
However, after paying final partnership expenses, any remaining cash reserves
will be distributed. Amounts allocated to the Early Investment Incentive Fund
will also be distributed at that time.
In February 1997, the Partnership discontinued the repurchase of Interests from
Limited Partners. As of June 30, 1998, there were 28,466 Interests and cash of
$5,222,246 in the Early Investment Incentive Fund.
<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 Partnership'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 Partnership's Report on Form 10-Q
for the quarter ended June 30, 1992 (Commission File No. 0-13233) are
incorporated herein by reference.
(10) Material Contracts:
(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 Quarterly 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 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
Plantation Apartments, Tampa, Florida previously filed as Exhibit (99)(c) to
<PAGE>
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 Plantation
Apartments, Tampa, Florida previously filed as Exhibit (10)(b)(iv) to the
Registrant's 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 Quarterly 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 first mortgage loan
secured by The Glen Apartments, Fairfax County, Virginia previously filed as
Exhibit (10)(e) to the Registrant's Annual 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 Annual Report on Form 10-K for the year ended
December 31, 1996, is incorporated herein by reference.
<PAGE>
(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 Annual Report on Form 10-K for the year ended December 31,
1996, is incorporated herein by reference.
(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)(i) to the Registrant's Quarterly 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 Quarterly 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 six months ending June
30, 1998 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended June 30, 1998.
<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
Senior Managing Director and Chief Financial
Officer (Principal Accounting Officer) of
Balcor Mortgage Advisors-V, the General
Partner
Date: August 12, 1998
------------------
<PAGE>
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<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 2513
<SECURITIES> 0
<RECEIVABLES> 9
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2522
<PP&E> 0
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<CURRENT-LIABILITIES> 102
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2420
<TOTAL-LIABILITY-AND-EQUITY> 2522
<SALES> 0
<TOTAL-REVENUES> 75
<CGS> 0
<TOTAL-COSTS> 17
<OTHER-EXPENSES> 224
<LOSS-PROVISION> 0
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<INCOME-PRETAX> (166)
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