SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1995 Commission File Number 0-17808
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts 04-2940131
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
399 Boylston Street, 13th Fl.
Boston, Massachusetts 02116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 578-1200
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 ___
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED JUNE 30, 1995
PART I
FINANCIAL INFORMATION
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
BALANCE SHEET
(Unaudited)
June 30, 1995 December 31, 1994
ASSETS
Real estate investments:
Joint ventures $ 29,432,654 $ 40,779,263
Property, net 19,811,204 9,861,784
----------- ---------------
49,243,858 50,641,047
Cash and cash equivalents 11,101,575 8,975,244
Short-term investments 3,366,099 4,913,784
----------- ---------------
$ 63,711,532 $ 64,530,075
=========== ===============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 74,220 $ 116,660
Accrued management fee 51,582 39,295
Deferred management and
disposition fees 451,140 347,978
----------- ---------------
Total liabilities 576,942 503,933
----------- ---------------
Commitments to fund real
estate investments
Partners' capital (deficit):
Limited partners ($952 per unit;
160,000 units authorized,
82,564 and 82,635 issued and
outstanding, respectively)
63,203,470 64,086,525
General partners (68,880) (60,383)
----------- ---------------
Total partners' capital 63,134,590 64,026,142
----------- ---------------
$ 63,711,532 $ 64,530,075
=========== ===============
(See accompanying notes to financial statements)
<PAGE>
<TABLE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS (Unaudited)
<CAPTION>
Quarter Ended Six Months Ended Quarter Ended Six Months Ended
June 30, 1995 June 30, 1995 June 30, 1994 June 30, 1994
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY
Property rentals $ 708,114 $ 1,309,053 $ 216,803 $ 393,035
Property operations expense (153,512) (290,612) (80,000) (261,449)
Depreciation and amortization (160,190) (341,716) (80,347) (157,008)
---------- ------------- ---------- -------------
394,412 676,725 56,456 (25,422)
Joint venture earnings 426,936 865,563 780,604 1,357,757
Investment valuation allowance (600,000) (600,000) - -
---------- ------------- ---------- -------------
Total real estate operations 221,348 942,288 837,060 1,332,335
Gain on sale of joint
venture investment
- - 409,982 409,982
---------- ------------- ---------- -------------
Total real estate activity 221,348 942,288 1,247,042 1,742,317
Interest on cash equivalents
and short-term investments 209,772 415,129 118,479 211,028
---------- ------------- ---------- -------------
Total investment activity 431,120 1,357,417 1,365,521 1,953,345
---------- ------------- ---------- -------------
PORTFOLIO EXPENSES
Management fee 103,163 206,326 82,598 165,220
General and administrative 80,299 163,116 60,390 125,701
---------- ------------- ---------- -------------
183,462 369,442 142,988 290,921
---------- ------------- ---------- -------------
NET INCOME $ 247,658 $ 987,975 $1,222,533 $ 1,662,424
========== ============= ========== =============
Net income per weighted
average limited partnership
unit $ 2.97 $ 11.84 $ 14.64 $ 19.90
========== ============= ========== =============
Cash distributions per limited
partnership unit outstanding
for the entire period $ 12.50 $ 22.02 $ 10.00 $ 20.00
========== ============= ========== =============
Weighted average number of
limited partnership units
outstanding during the period 82,613 82,613 82,680 82,692
========== ============= ========== =============
<FN>
(See accompanying notes to financial statements)
</TABLE>
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
SUMMARIZED STATEMENT OF CASH FLOWS (Unaudited)
Six Months Ended June 30,
1995 1994
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 2,509,259 $1,679,575
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from sale of investment - 3,602,326
Increase in deferred disposition fee - 117,750
Investment in joint ventures - (244,991)
Investment in property (6,994) (244,582)
Decrease in short-term
investments, net 1,503,593 4,573,227
----------- ----------
Net cash provided by
investing activities 1,496,599 7,803,730
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (1,837,726) (1,670,980)
Repurchase of limited partnership units (41,801) (21,975)
----------- ----------
Net cash used in financing activities (1,879,527) (1,692,955)
----------- ----------
Net increase in cash and cash equivalents 2,126,331 7,790,350
Cash and cash equivalents:
Beginning of period 8,975,244 3,243,164
----------- ----------
End of period $ 11,101,575 $11,033,514
=========== ==========
Non-cash transaction:
Effective January 1, 1995, the Partnership's joint venture investment
in Palms Business Center was converted to a wholly-owned property. The
carrying value of this investment at conversion was $10,308,265.
(See accompanying notes to financial statements)
<PAGE>
<TABLE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED QUARTER ENDED SIX MONTHS ENDED
JUNE 30, 1995 JUNE 30, 1995 JUNE 30, 1994 JUNE 30, 1994
GENERAL LIMITED GENERAL LIMITED GENERAL LIMITED GENERAL LIMITED
PARTNERS PARTNERS PARTNERS PARTNERS PARTNERS PARTNERS PARTNERS PARTNERS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
beginning
of period $(60,926) $ 64,031,311 $(60,383) $64,086,525 $(64,748) $ 67,678,449 $(60,791) $68,092,152
Repurchase
of limited
partnership
units - (40,359) - (41,801) - - - (21,975)
Cash dis-
tributions (10,431) (1,032,663) (18,377) (1,819,349) (8,354) (827,050) (16,710) (1,654,270)
Net income 2,477 245,181 9,880 978,095 12,225 1,210,308 16,624 1,645,800
-------- ----------- -------- ---------- -------- ---------- -------- -----------
Balance at
end of
period $(68,880) $ 63,203,470 $(68,880) $63,203,470 $(60,877) $68,061,707 $(60,877) $68,061,707
======== =========== ======== ========== ======== ========== ======== ===========
<FN>
(See accompanying notes to financial statements)
</TABLE>
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
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 June 30, 1995 and December 31,
1994 and the results of its operations, its cash flows and changes in
partners' capital (deficit) for the interim periods ended June 30, 1995
and 1994. These adjustments are of a normal recurring nature.
See notes to financial statements included in the Partnership's
1994 Annual Report on Form 10-K for additional information relating to
the Partnership's financial statements.
NOTE 1 - ORGANIZATION AND BUSINESS
New England Pension Properties V; A Real Estate Limited
Partnership (the "Partnership") is a Massachusetts limited partnership
organized for the purpose of investing primarily in to-be-developed,
newly constructed and existing income producing real properties. The
Partnership commenced operations in May 1987, and acquired the seven
real estate investments it currently owns prior to the end of 1989. It
intends to dispose of its investments within eight to twelve years of
their acquisition, and then liquidate.
The Partnership maintains a repurchase fund for the purpose of
repurchasing limited partnership units. Two percent of cash flow, as
defined, is designated for this fund which had a balance of $8,044 and
$4,447 at June 30, 1995 and December 31, 1994, respectively.
NOTE 2 - SALE OF JOINT VENTURE INVESTMENTS
On June 17, 1994, the Partnership's C.S. Graham joint venture sold
its property located in Atlanta, Georgia. The total sales price was
$3,925,000. After closing costs, the Partnership received proceeds of
$3,720,076 and recognized a gain on the sale of this investment of
$409,982 ($4.91 per limited partnership unit). A disposition fee of
$117,750 was accrued but not paid to the advisor.
On August 17, 1994, the Partnership's Lakewood Apartments joint
venture sold its property located in Lakewood, Arizona. The total
sales price was $15,621,399. After closing costs, the Partnership
received its share of the proceeds of $4,297,367 and recognized a gain
of $1,380,488 ($16.53 per limited partnership unit). A disposition fee
of $149,965 was accrued but not paid to the advisor.
On September 15, 1994, the Partnership made a capital distribution
of $3,968,640 ($48 per limited partnership unit) from the proceeds of
the C.S. Graham and Lakewood sales. An additional portion of the
proceeds was used to pay the previously accrued, but deferred,
management fee due to the advisor of $1,259,988. The remainder of the
proceeds were retained by the Partnership pending final strategic
decisions on projects yet to be developed. These decisions were
recently made, and a second capital distribution was made on July 27,
1995, in the amount of $2,313,164 ($28 per limited partnership unit).
NOTE 3 - REAL ESTATE JOINT VENTURES
In the second quarter of 1995, the Palms Business Center
investment was converted to a wholly-owned property effective January
1, 1995. Accordingly, amounts previously reported as joint venture
earnings in the first quarter of 1995 have been reclassified in the
Statement of Operations. This reclassification had no effect on the
Partnership's operating results.
The following summarized financial information is presented in the
aggregate for the Partnership's joint ventures:
Assets and Liabilities
June 30, 1995 December 31, 1994
Assets
Real property, at cost less accumulated
depreciation of $5,727,344 and
$6,358,984, respectively $ 35,952,739 $ 45,272,536
Other 3,060,131 3,525,687
----------- ---------------
39,012,870 48,798,223
Liabilities (398,665) (440,384)
----------- ---------------
Net assets $ 38,614,205 $ 48,357,839
=========== ===============
Results of Operations
Six Months Ended June 30,
1995 1994
Revenue
Rental income $ 2,697,992 $ 4,196,938
Other 49,295 93,803
----------- ---------------
2,747,287 4,290,741
----------- ---------------
Expenses
Operating expenses 875,167 1,450,216
Depreciation and amortization 591,065 1,074,098
----------- ---------------
1,466,232 2,524,314
----------- ---------------
Net income $ 1,281,055 $ 1,766,427
=========== ===============
Liabilities and expenses exclude amounts owed and attributable to
the Partnership and (with respect to two joint ventures) its affiliates
on behalf of their financing arrangements with the joint ventures.
The C.S. Graham and Lakewood investments were sold on June 17,
1994, and August 17, 1994, respectively. The above 1994 amounts
include their results of operations.
During the second quarter of 1995, the managing general partner
determined that it was not in the best interest of the partners to
develop the Waters Landing II site. Rather, the property will be
listed for sale. Accordingly, the net carrying value of this
investment has been reduced to its estimated net fair market value
through the recognition of an investment valuation allowance of
$600,000. The reduction to net fair market value is pursuant to the
Partnership's early application of Statement of Financial Accounting
Standards No. 121 "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of."
NOTE 4 - PROPERTY
Effective January 1, 1995, the Palms Business Center joint venture
was dissolved and the venture partner's ownership interest was assigned
to the Partnership. Accordingly, as of this date, the investment is
being accounted for as a wholly-owned property. The carrying value of
the joint venture investment at conversion ($10,308,265) was allocated
to land, building and improvements and other net operating assets.
The following is a summary of the Partnership's investment in
Palms Business Center and Puente Street at June 30, 1995 and Puente
Street at December 31, 1994:
June 30, 1995 December 31, 1994
Land $6,180,980 $ 3,985,498
Building and improvements 16,701,640 8,910,665
Accumulated depreciation (1,151,189) (874,768)
Investment valuation allowance (2,900,000) (2,900,000)
Other assets, net of accumulated
amortization 1,059,883 839,815
Accounts receivable 131,940 60,380
Accounts payable (212,050) (159,806)
---------- --------------
$19,811,204 $ 9,861,784
========== ==============
The buildings and improvements of Palms Business Center are being
depreciated over 25 years, beginning January 1, 1995.
NOTE 5 - SUBSEQUENT EVENTS
Distributions of cash from operations relating to the quarter
ended June 30, 1995 were made on July 27, 1995 in the aggregate amount
of $1,043,093 ($12.50 per limited partnership unit). Additionally, a
capital distribution of $2,313,164 ($28 per limited partnership unit)
was made from the remaining proceeds from the C.S. Graham and Lakewood
sales.
On August 1, 1995, the Partnership made a five year loan in the
amount of $1,750,000 to the ground lessor at Santa Rita Plaza. The
loan bears interest at 8.75%, with payments to be made monthly based on
a 15 year amortization schedule, and is secured by the ground lessor's
interest in the land. The borrower has used a portion of the proceeds
to repay a loan from the Santa Rita venture which, in turn returned
$1,360,000 to the Partnership to repay a portion of its capital
investment in the venture.
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
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 limited partnership
units in December 1988. A total of 83,291 units were sold. The
Partnership received proceeds of $74,895,253, net of selling
commissions and other offering costs, which are being used for
investment in real estate, for the payment of related acquisition costs
and for working capital reserves. The Partnership made nine real
estate investments, two of which were sold in 1994.
At June 30, 1995, the Partnership had $14,467,674 in cash, cash
equivalents and short-term investments, of which $3,356,257 ($1,043,093
operating distribution and $2,313,164 return of capital) was used for
cash distributions to partners on July 27, 1995; the remainder will
primarily be used to complete the funding of real estate investments
and for working capital reserves. The source of future liquidity and
cash distributions to partners will be cash generated by the
Partnership's short-term and real estate investments. Distributions of
cash from operations relating to the first and second quarters of 1994
were made at the annualized rate of 4% on capital contributions of
$1,000 per limited partnership unit. The distribution rate was
increased to 5.25% on the adjusted capital contribution for the first
and second quarters of 1995. The distribution rate was increased due
to the stabilization of property operations and the attainment of
appropriate cash reserve levels. The adjusted capital contribution was
reduced from $1,000 to $952 in September, 1994 with the distribution of
a portion of the sale proceeds from the C.S. Graham and Lakewood
Apartments sales. The capital distribution in July, 1995 of $28 per
limited partnership unit represents the distribution of the remaining
proceeds from these sales and will further reduce the adjusted capital
contribution.
The Partnership maintains a fund for the purpose of repurchasing
limited partnership units pursuant to the terms and conditions set
forth in the Partnership Agreement. Two percent of cash flow, as
defined, is designated for this fund which had a balance of $8,044 and
$4,447 at June 30, 1995, and December 31, 1994, respectively. Through
June 30, 1995, the Partnership repurchased 727 limited partnership
units for an aggregate cost of $706,573.
On August 1, 1995, the Partnership made an additional cash
investment of approximately $400,000 in connection with its Santa Rita
Plaza project.
The carrying value of real estate investments in the financial
statements is determined based on the Partnership's intention to hold
or sell the respective properties. Carrying value may be greater or
less than current appraised value. At June 30, 1995, the appraised
values of certain investments exceeded their related carrying values by
an aggregate of $3,400,000, and the appraised values of the remaining
investments were less than their related carrying values by an
aggregate of $2,700,000. The current appraised value of real estate
investments has been estimated by the managing general partner and is
generally based on a combination of traditional appraisal approaches
performed by the advisor and independent appraisers. Because of the
subjectivity inherent in the valuation process, the estimated current
appraised value may differ significantly from that which could be
realized if the real estate were actually offered for sale in the
marketplace.
RESULTS OF OPERATIONS
Effective January 1, 1995, the Palms Business Center was converted
to a wholly-owned property. Prior to this date, it was accounted for
as a joint venture. The Puente Street investment is also a wholly-
owned property. The other five investments in the portfolio are
structured as joint ventures with real estate development/management
firms. C.S. Graham and Lakewood Apartments, which were both sold in
1994, were also joint ventures.
OPERATING FACTORS
Occupancy at University Business Park was 99% at June 30, 1995, an
increase from 96% and 90%, one quarter and one year ago, respectively.
Rental rates are increasing and occupancy levels have remained high as
the Phoenix market appears to have stabilized. However, this property
faces leasing exposure during 1995 as leases expire for approximately
10% of the space. Discussions are underway to dissolve the joint
venture and obtain control over management decisions. There can be no
assurance that these negotiations will be successful.
Overall occupancy at the Columbia Gateway Corporate Park remained
at 92% during the six months ended June 30, 1995, up from 82% one year
ago.
Occupancy at Puente Street remained at 100% at June 30, 1995,
where it has been since March 31, 1994. As a result of the depressed
market conditions, the carrying value of this investment was reduced to
its lower net realizable value in 1993 and 1994.
During the second quarter of 1995, the managing general partner
determined that it was not in the best interest of the partners to
develop the Waters Landing II site. Rather, the Partnership will be
listing this property for sale. As a result of this changed strategy,
the carrying value of this investment has been reduced to its estimated
net fair market value through the recognition of an investment
valuation allowance of $600,000.
Occupancy at the Palms Business Center III and IV increased during
the second quarter from 95% to 98% (occupancy was 92% at June 30,
1994). The majority of the tenants are renewing leases upon their
expiration, and as a result of demand, rents have increased. During
the second quarter of 1995, the joint venture was dissolved. The
Partnership now has full ownership of the property and control over
management decisions.
Occupancy at the Dahlia property increased from 89% to 100% during
the first quarter of 1994, where it has remained through the second
quarter of 1995. The market conditions for industrial space in this
area of California continue to improve. Discussions are underway to
restructure this joint venture and obtain control over management
decisions. There can be no assurance that these negotiations will be
successful, however.
Santa Rita Plaza remained 94% leased at June 30, 1995, which
approximated the occupancy at December 31, 1994 and one year ago;
however, tenant delinquencies and turnover due to business failures
have resulted in lower revenues. In July, 1995, two tenants were
evicted, reducing occupancy to 90%. Discussions are underway to
restructure this joint venture and obtain full ownership of this
property and control over management decisions. There can be no
assurance that these negotiations will be successful, however.
INVESTMENT ACTIVITY
Interest on cash equivalents and short-term investments for the
first six months of 1995 increased compared to the same period of 1994
as a result of higher average investment balances. The average
investment balance increased as a result of the retention of a portion
of the sale proceeds from the C.S. Graham and Lakewood sales.
The gain on sale of joint venture investment of $409,982
recognized in the second quarter of 1994 relates to the C.S. Graham
sale. The investment valuation allowance of $600,000 recognized during
the second quarter of 1995 relates to the reduction in net carrying
value of the Waters Landing II property to its estimated net fair
market value.
Exclusive of the investment valuation allowance recognized in 1995
and the operating results from C.S. Graham and Lakewood Apartments
recognized in 1994, total real estate operations increased from
$1,067,143 for the first half of 1994 to $1,542,288 for the comparable
period in 1995. This $475,145 or 45% increase was due primarily to the
lease up of the Puente Street investment during the first quarter of
1994 ($240,000) and to the final settlement received in 1995 from a
former tenant at this property ($50,000). The increase was also due to
improved occupancy at Columbia Gateway Corporate Park ($148,000) and to
improved operating results at the Dahlia investment ($66,000), as a
result of the realignment of tenant space. These increases were
partially offset by a decrease in net operating income from Santa Rita
Plaza.
Exclusive of operating distributions from Lakewood Apartments and
C.S. Graham ($247,019) during 1994, cash flow from operations increased
from $1,432,556 to $2,509,259 between the respective six month periods.
This $1,076,703 or 75% increase reflects the change in investment
results between the respective periods as previously described. In
addition, cash flow from Puente Street in 1994 included the payment of
a lease commission and rent concessions during the initial months of
the lease, for a total of approximately $410,000. These increases were
partially offset by Columbia Gateway Corporate Park retaining working
capital reserves at the joint venture level during 1995.
PORTFOLIO EXPENSES
The Partnership management fee is 9% of distributable cash flow
from operations after any increase or decrease in working capital
reserves as determined by the managing general partner. General and
administrative expenses consist primarily of real estate appraisal,
printing, legal, accounting and investor servicing fees.
The Partnership management fee for the six months ended June 30,
1995 increased compared to the six months ended June 30, 1994 due to an
increase in distributable cash flow. General and administrative
expenses increased $37,415 or 30% between the respective periods,
primarily due to an increase in legal costs associated with the various
joint venture restructurings.
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q/A
FOR QUARTER ENDED JUNE 30, 1995
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits: NONE.
b. Reports on Form 8-K: No reports on Form 8-K were
filed during the quarter ended June 30, 1995.
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 PENSION PROPERTIES V; A REAL
ESTATE LIMITED PARTNERSHIP
(Registrant)
August 11, 1995
Peter P. Twining
Managing Director and General
Counsel of Managing General Partner
Fifth Copley Corp.
August 11, 1995
Marie A. Welch
Investment Officer and Chief
Accounting Officer of Managing General Partner
Fifth Copley Corp.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 11101575
<SECURITIES> 3366099
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14467674
<PP&E> 49243858
<DEPRECIATION> 0
<TOTAL-ASSETS> 63711532
<CURRENT-LIABILITIES> 576942
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 63134590
<TOTAL-LIABILITY-AND-EQUITY> 63711532
<SALES> 0
<TOTAL-REVENUES> 2589745
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1601770
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 987975
<INCOME-TAX> 987975
<INCOME-CONTINUING> 987975
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 987975
<EPS-PRIMARY> 11.84
<EPS-DILUTED> 11.84
</TABLE>
