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
- -----
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1998
-------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the transition period from to
------------ ------------
Commission file number 0-13233
-------
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
----- -----
<PAGE>
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1998 and December 31, 1997
(Unaudited)
ASSETS
1998 1997
--------------- ---------------
Cash and cash equivalents $ 2,474,008 $ 4,034,425
Accounts and accrued interest receivable 12,541 39,248
--------------- ---------------
$ 2,486,549 $ 4,073,673
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL
Accounts and accrued interest payable $ 9,726 $ 43,862
Due to affiliates 94,108 62,317
--------------- ---------------
Total liabilities 103,834 106,179
--------------- ---------------
Commitments and contingencies
Limited Partners' capital (439,305
Interests issued and outstanding) 2,397,850 3,844,492
General Partner's (deficit) capital (15,135) 123,002
--------------- ---------------
Total partners' capital 2,382,715 3,967,494
--------------- ---------------
$ 2,486,549 $ 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 nine months ended September 30, 1998 and 1997
(Unaudited)
1998 1997
--------------- ---------------
Income:
Interest on loan receivable $ 236,661
Interest on short-term investments $ 109,641 574,490
Participation in income of
joint ventures-affiliates 1,291,292
Recovery of loss on loan 2,102,000
Other income 511,780
--------------- ---------------
Total income 109,641 4,716,223
--------------- ---------------
Expenses:
Loss from operations of real
estate held for sale 16,603 261,843
Amortization of deferred expenses 196,549
Administrative 296,447 555,421
--------------- ---------------
Total expenses 313,050 1,013,813
--------------- ---------------
Net (loss) income (203,409) 3,702,410
--------------- ---------------
Net income allocated to General Partner None $ 119,097
=============== ===============
Net (loss) income allocated
to Limited Partners $ (203,409) $ 3,583,313
=============== ===============
Net (loss) income per Limited Partnership
Interest (439,305 issued and outstanding)
- Basic and Diluted $ (0.46) $ 8.16
=============== ===============
Distributions to General Partner $ 138,137 $ 732,174
=============== ===============
Settlement distribution to Limited Partners None $ 99,534
=============== ===============
Distributions to Limited Partners $ 1,243,233 $ 76,021,731
=============== ===============
Distributions per Limited
Partnership Interest $ 2.83 $ 173.05
=============== ===============
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, 1998 and 1997
(Unaudited)
1998 1997
--------------- ---------------
Income:
Interest on short-term investments $ 34,711 $ 108,250
Other income 169,780
--------------- ---------------
Total income 34,711 278,030
--------------- ---------------
Expenses:
Loss from operations of real
estate held for sale 117,622
Administrative 72,032 105,344
--------------- ---------------
Total expenses 72,032 222,966
--------------- ---------------
Net (loss) income $ (37,321) $ 55,064
=============== ===============
Net income allocated to General Partner None $ 119,097
=============== ===============
Net loss allocated to
Limited Partners $ (37,321) $ (64,033)
=============== ===============
Net loss per Limited Partnership
Interest (439,305 issued and
outstanding)- Basic and Diluted $ (0.08) $ (0.14)
=============== ===============
Distribution to General Partner None $ 244,058
=============== ===============
Distribution to Limited Partners None $ 6,194,201
=============== ===============
Distribution per Limited
Partnership Interest None $ 14.10
=============== ===============
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, 1998 and 1997
(Unaudited)
1998 1997
--------------- ---------------
Operating activities:
Net (loss) income $ (203,409) $ 3,702,410
Adjustments to reconcile net (loss)
income to net cash (used in) or provided
provided by operating activities:
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 95,243
Accounts and accrued
interest receivable 26,707 572,954
Prepaid expenses 38,651
Accounts and accrued
interest payable (34,136) (810,810)
Due to affiliates 31,791 (30,512)
Other liabilities (145,394)
Security deposits (81,774)
--------------- ---------------
Net cash (used in) or provided
by operating activities (179,047) 2,259,993
--------------- ---------------
Investing activities:
Distributions from joint
ventures - affiliates 4,333,578
Collection of principal
payments on loans receivable 3,900,000
Improvements to real estate
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 14,840,302
---------------
Financing activities:
Distributions to Limited Partners (1,243,233) (76,121,265)
Distributions to General Partner (138,137) (732,174)
Contribution from General Partner 183,043
--------------- ---------------
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, 1998 and 1997
(Unaudited)
(Continued)
1998 1997
--------------- ---------------
Net cash used in financing activities (1,381,370) (76,670,396)
--------------- ---------------
Net change in cash and cash equivalents (1,560,417) (59,570,101)
Cash and cash equivalents at
beginning of period 4,034,425 67,655,936
--------------- ---------------
Cash and cash equivalents at end of period $ 2,474,008 $ 8,085,835
=============== ===============
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 nine months
and quarter ended September 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
nine months and quarter ended September 30, 1998 are:
Paid
-------------------------
Nine Months Quarter Payable
------------ --------- ---------
Reimbursement of expenses to
the General Partner, at cost $ 60,113 $ 30,045 $ 94,108
During 1997, the General Partner made a contribution to the Partnership of
$183,043 in connection with the settlement of certain litigation.
<PAGE>
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 September 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
- ----------
Summary of Operations
- ---------------------
Administrative expenses were higher than interest income earned on short-term
investments, which resulted in a net loss during the nine months and quarter
ended September 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 nine months
ended September 30, 1997. The receipt of prior year real estate tax refunds
relating to the property sold during 1997 was the primary reason the
Partnership generated net income during the quarter ended September 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 nine months and quarters ended September 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
<PAGE>
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.
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 upon the
receipt of insurance proceeds 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.
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 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 the nine months ended September 30, 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 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, printing and postage, accounting and bank fees during the nine
months ended September 30, 1998 as compared to the same period in 1997. During
the quarter ended September 30, 1998, the Partnership incurred lower legal,
postage, accounting and bank fees. As a result, administrative expenses
decreased during the quarter ended September 30, 1998 as compared to the same
period in 1997.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased by approximately $1,560,000 as
<PAGE>
of September 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 $179,000 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.
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 September 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) 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.
(b)(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.
(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.
(c)(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,
<PAGE>
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 nine months ending
September 30, 1998 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended September 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: November 5, 1998
------------------
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 2474
<SECURITIES> 0
<RECEIVABLES> 13
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2487
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2487
<CURRENT-LIABILITIES> 104
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2383
<TOTAL-LIABILITY-AND-EQUITY> 2487
<SALES> 0
<TOTAL-REVENUES> 110
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 313
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (203)
<INCOME-TAX> 0
<INCOME-CONTINUING> (203)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (203)
<EPS-PRIMARY> (.46)
<EPS-DILUTED> (.46)
</TABLE>
