<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
----------------------------------------------------------------------
For Quarter Ended March 31, 1996 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
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1996
PART I
FINANCIAL INFORMATION
----------------------
<PAGE>
BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
-------------- -----------------
ASSETS
<S> <C> <C>
Real estate investments:
Property, net $42,184,730 $ 37,058,053
Joint ventures 6,249,033 11,821,773
------------ ------------
48,433,763 48,879,826
Cash and cash equivalents 6,508,533 3,790,598
Short-term investments 5,376,139 7,864,807
------------ ------------
$60,318,435 $ 60,535,231
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 79,655 $ 120,505
Accrued management fee 57,140 50,008
Deferred management and
disposition fees 425,301 368,161
------------ ------------
Total liabilities 562,096 538,674
------------ ------------
Commitments to fund real estate
investments
Partners' capital (deficit):
Limited partners ($924 per
unit; 160,000 units
authorized, 82,491 and 82,536
units issued and outstanding,
respectively) 59,835,290 60,073,461
General partners (78,951) (76,904)
------------ ------------
Total partners' capital 59,756,339 59,996,557
------------ ------------
$60,318,435 $ 60,535,231
============ ============
<FN>
(See accompanying notes to financial statements)
</TABLE>
<PAGE>
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
-----------------------------
1996 1995
---------- ----------
INVESTMENT ACTIVITY
<S> <C> <C>
Property rentals $ 1,616,865 $ 600,939
Interest income on loan to
ground lessor 37,649 -
Property operating expenses (410,869) (137,100)
Ground rent expense (97,500) -
Depreciation and amortization (377,244) (175,587)
------------ -------------
768,901 288,252
Joint venture earnings 88,857 438,627
------------ ------------
Total real estate operations 857,758 726,879
Interest on cash equivalents
and short-term investments 148,016 205,357
------------ ------------
Total investment activity 1,005,774 932,236
------------ ------------
Portfolio Expenses
Management fee 114,281 103,163
General and administrative 84,969 82,817
------------ ------------
199,250 185,980
------------ ------------
Net Income $ 806,524 $ 746,256
============ =============
Net income per weighted average
limited partnership unit $ 9.67 $ 8.94
============ ============
Cash distributions per
limited partnership unit
outstanding for the entire
period $ 12.13 $ 9.52
============ ============
Weighted average number of
limited partnership units
outstanding during the period 82,536 82,613
============ ============
<FN>
(See accompanying notes to financial statements)
</TABLE>
<PAGE>
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
---------------------------------------
1996 1995
---------- ---------
General Limited General Limited
Partners Partners Partners Partners
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Balance at
beginning of
period $ (76,904) $60,073,461 $ (60,383) $64,086,525
Repurchase of
limited
partnership
units - (35,468) - (1,442)
Cash
distributions (10,112) (1,001,162) (7,946) (786,686)
Net income 8,065 798,459 7,463 738,793
--------- ---------- --------- ----------
Balance at
end of period $ (78,951) $59,835,290 $ (60,866) $64,037,190
========== =========== ========= ===========
<FN>
(See accompanying notes to financial statements)
</TABLE>
<PAGE>
SUMMARIZED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
-------------------------
1996 1995
---------- ---------
<S> <C> <C>
Net cash provided by operating
activities $1,273,025 $ 1,031,995
------------ ------------
Cash flows from investing activities:
Investment in property (27,764) (1,110)
Decrease in short-term investments,
net 2,504,593 1,743,682
Repayment of loan to ground lessor 14,823 -
------------ ------------
Net cash provided by
investing activities 2,491,652 1,742,572
------------ ------------
Cash flows from financing activities:
Distributions to partners (1,011,274) (794,632)
Repurchase of limited partnership
units (35,468) (1,442)
------------ ------------
Net cash used in financing
activities (1,046,742) (796,074)
------------ ------------
Net increase in cash and
cash equivalents 2,717,935 1,978,493
Cash and cash equivalents:
Beginning of period 3,790,598 8,975,244
------------ ------------
End of period $6,508,533 $ 10,953,737
============ ============
<FN>
Non-cash transactions:
Effective January 1, 1996 and January 1, 1995, the Partnership's joint
venture investments in University Business Park and Palms Business Center,
respectively, were converted to wholly-owned properties. The carrying
values of these investments at conversion were $5,630,581 and $10,308,265,
respectively.
(See accompanying notes to financial statements)
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Unaudited)
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the
Partnership's financial position as of March 31, 1996 and December 31,
1995 and the results of its operations, its cash flows and changes in
partners' capital (deficit) for the interim periods ended March 31, 1996
and 1995. These adjustments are of a normal recurring nature.
See notes to financial statements included in the Partnership's 1995
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 newly constructed and existing
income producing real properties. It primarily serves as an investment
for qualified pension and profit sharing plans and other entities intended
to be exempt from federal income tax. The Partnership commenced
operations in May, 1987 and acquired the seven real estate investments it
currently owns prior to the end of 1989. The Partnership 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 $21,347 and
$32,572 at March 31, 1996 and December 31, 1995, respectively.
NOTE 2 - 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 impact on the Partnership's
operating results.
Effective January 1, 1996, the University Business Park investment
was dissolved and the venture partner's ownership interest was assigned to
the Partnership. Accordingly, this investment is now a wholly-owned
property.
<PAGE>
The following summarized financial information is presented in the
aggregate for the Partnership's joint ventures:
<TABLE>
<CAPTION>
Assets and Liabilities
----------------------
March 31, 1996 December 31, 1995
-------------- -----------------
Assets
<S> <C> <C>
Real property, at cost less
accumulated depreciation
of $1,683,622 and $4,019,677,
respectively $ 17,334,028 $ 22,312,780
Other 261,440 484,715
------------ ------------
17,595,468 22,797,495
Liabilities 79,506 187,308
------------ ------------
Net Assets $ 17,515,962 $ 22,610,187
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
Results of Operations
---------------------
Quarter ended March 31,
------------------------
1996 1995
---- ----
<S> <C> <C>
Revenue
Rental income $ 496,341 $ 1,344,043
Other - 26,256
----------- ------------
496,341 1,370,299
----------- ------------
Expenses
Operating expenses 140,532 430,486
Depreciation and amortization 64,475 294,904
----------- -----------
205,007 725,390
----------- -----------
Net income $ 291,334 $ 644,909
=========== ===========
</TABLE>
Liabilities and expenses exclude amounts owed and attributable to the
Partnership and (with respect to one joint venture) its affiliate on
behalf of their financing arrangements with the joint ventures.
The University Business Park investment was converted to a wholly-
owned property effective January 1, 1996. The Santa Rita Plaza and Dahlia
investments were converted to wholly-owned properties in the third quarter
of 1995. The above amounts include their results of operations through
their respective conversion dates.
<PAGE>
NOTE 3 - PROPERTY
- -----------------
Effective January 1, 1995, the Palms Business Center joint venture
was restructured and the venture partner's ownership interest was assigned
to the Partnership. Since that 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.
Effective August 1, 1995, the Santa Rita Plaza joint venture was
restructured into a limited partnership, whereby the Partnership was
granted control over management decisions. Accordingly, as of such date,
the investment is being accounted for as a wholly-owned property. The
carrying value of the joint venture investment at conversion ($10,216,659)
was allocated to building and improvements, mortgage loan receivable from
the ground lessor and other net operating assets. On this same date, the
Partnership made a fifteen-year loan in the amount of $1,750,000 to the
ground lessor, who used a portion of the proceeds to repay a loan from the
Santa Rita venture which, in turn, paid approximately $1,300,000 to the
Partnership as a partial return of its capital investment in the venture.
Effective September 1, 1995, the Dahlia joint venture was
restructured into a limited partnership, whereby the Partnership was
granted control over management decisions. Accordingly, as of this date,
the investment is being accounted for as a wholly-owned property. The
carrying value at conversion ($7,413,175) was allocated to land, building
and improvements, and other net operating assets. During 1993, the joint
venture agreed to a settlement with a former tenant for past due rent.
This settlement was secured by an attachment on 36 acres of land in
Scottsdale, Arizona. During the first quarter of 1996, the land was sold.
The Partnership received $332,489 in net proceeds, which exceeded the
carrying value of the receivable by approximately $32,000.
Effective January 1, 1996, the University Business Park joint venture
was dissolved and the venture partner's ownership interest was assigned to
the Partnership. Accordingly, as of such date, the investment is being
accounted for as a wholly-owned property. The carrying value of the joint
venture investment at conversion ($5,630,581) was allocated to land,
building and improvements and other net operating assets.
The following is a summary of the Partnership's investment in
property (five in 1996 and four in 1995):
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
--------------- -----------------
<S> <C> <C>
Land $ 9,083,304 $ 7,548,949
Building and improvements 34,076,046 30,323,985
Accumulated depreciation (1,896,502) (1,596,044)
Investment valuation allowance (2,900,000) (2,900,000)
Loan to ground lessor 1,711,180 1,726,003
Lease commissions and other
assets, net 1,728,217 1,576,781
Accounts receivables 987,217 900,017
Accounts payable (604,732) (521,638)
------------ ------------
$ 42,184,730 $ 37,058,053
============ ============
</TABLE>
The buildings and improvements are being depreciated over 25 years.
The loan to ground lessor 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 Santa Rita Plaza land.
<PAGE>
NOTE 4 - SUBSEQUENT EVENT
- -------------------------
Distributions of cash from operations relating to the quarter ended
March 31, 1996 were made on April 25, 1996 in the aggregate amount of
$1,155,504 ($13.86 per limited partnership unit.)
<PAGE>
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 have been 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.
As a result of the sales, capital of $6,281,804 has been returned to
the limited partners through March 31, 1996. The adjusted capital
contribution was reduced to $952 from $1,000 per unit in 1994, and then to
$924 in July 1995. In addition, a portion of the sales proceeds was used
to pay previously accrued, but deferred management fees to the advisor
($183,426 in July 1995).
At March 31, 1996, the Partnership had $11,884,672 in cash, cash
equivalents and short-term investments, of which $1,155,504 was used for
cash distributions to partners on April 25, 1996; the remainder will be
used to complete the funding of real estate investments or be retained as
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 quarter of 1996 were made at the
annualized rate of 6% on the adjusted capital contribution. Distributions
of cash from operations relating to the first quarter of 1995 were made at
the annualized rate of 5.25% on the adjusted capital contribution. The
distribution rate was increased due to the stabilization of property
operations and the attainment of appropriate cash reserve levels.
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 $21,347 and $32,572 at
March 31, 1996, and December 31, 1995, respectively. Through March 31,
1996, the Partnership repurchased and retired 800 limited partnership
units for an aggregate cost of $764,601.
The carrying value of real estate investments in the financial
statements is at depreciated cost, or if the investment's carrying value
is determined not to be recoverable through expected undiscounted future
cash flows, the carrying value is reduced to estimated fair market value.
The fair market value of such investments is further reduced by the
estimated cost of sale for properties held for sale. Carrying value may
be greater or less than current appraised value. At March 31, 1996, the
appraised values of certain investments exceeded their related carrying
values by an aggregate of $5,000,000, and the appraised values of the
remaining investments were less than their related carrying values by an
aggregate of $2,400,000. 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 Partnership's 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.
<PAGE>
Results of Operations
- ---------------------
Effective January 1, 1995, the Palms Business Center joint venture
was restructured and the venture partner's ownership interest was assigned
to the Partnership. Effective August 1, 1995 and September 1, 1995,
respectively, the Santa Rita Plaza and Dahlia joint venture investments
were restructured to grant the Partnership control over management
decisions. Effective January 1, 1996, the University Business Park joint
venture was dissolved and the venture partner's ownership interest was
assigned to the Partnership. Accordingly, these investments have been
accounted for as wholly-owned properties since their respective conversion
dates. The Puente Street investment is also a wholly-owned property. The
other two investments in the portfolio are structured as joint ventures
with real estate development/management firms. Discussions are in process
to restructure the Waters Landing II joint venture; however, there can be
no assurance that these negotiations will be successful.
Operating Factors
Occupancy at University Business Park remained at 98% at March 31,
1996 (occupancy was 96% at March 31, 1995). Rental rates in Phoenix
continue to increase as the market remains strong.
Overall occupancy at Columbia Gateway Corporate Park remained at 92%
during the first quarter of 1996, consistent with March 31, 1995. The
carrying value of this investment was reduced to estimated net realizable
value in 1993.
Occupancy at Puente Street remained at 100% at March 31, 1996. As a
result of depressed market conditions, the carrying value of this
investment was reduced to estimated net realizable value in 1993 and 1994.
During 1995, the joint venture undertook a number of feasibility
studies of alternative development plans for the Waters Landing II site.
Based on the results, it was determined that it was not in the best
interest of the limited partners to develop this site. Accordingly, the
carrying value was reduced in 1995 to estimated fair market value less
cost of sale.
Occupancy at the Palms Business Center III and IV remained at 95% at
March 31, 1996, consistent with March 31, 1995. Rental rates in Las Vegas
have increased significantly over the past 12 months and further increases
are anticipated as the market remains strong.
Occupancy at the Dahlia property remained at 100% during the first
quarter of 1996, where it was at March 31, 1995. The market conditions
for industrial space in this area of California are improving. The
Partnership had previously received land as a settlement from a former
tenant which had defaulted on its lease obligations. The land in Arizona
was sold during the quarter and the Partnership received net sale proceeds
of approximately $332,000.
Occupancy increased at Santa Rita Plaza during the first quarter of
1996 from 91% to 92% (occupancy was 94% at March 31, 1995). While
occupancy at the Plaza has been stable, performance has been affected by
tenant delinquencies and turnover due to business failures.
Investment Activity
Interest on cash equivalents and short-term investments for the first
quarter of 1996 decreased compared to the same period of 1995 as a result
of lower average investment balances and lower average yields. The
average investment balance decreased as a result of the distribution
during the third quarter of 1995 of a portion of the sale proceeds from
the sale of two investments in 1994.
<PAGE>
Real estate operations increased approximately $131,000 or 18%
between the first quarter of 1996 and the comparable quarter of 1995.
This increase resulted from improved operating results at University
Business Park ($97,000) and Palms Business Center III and IV ($50,000).
These improvements were primarily attributable to increased rental income
due to higher rental rates at both properties, as well as a decrease in
amortization expense at University Business Park. Operating income at the
remainder of the Partnership's investments was relatively unchanged.
Cash flow from operations increased to $1,273,025 from $1,031,995
during the first quarter of 1996 and the comparable quarter of 1995. This
23% increase primarily stems from the settlement of past due rents from a
former tenant at the Dahlia property in the amount of $332,000. This
increase was partially offset by the timing of cash distributions from
Santa Rita Plaza.
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 increased between the first quarter of
1996 and 1995 due to an increase in distributable cash flow. General and
administrative expenses were relatively unchanged between the respective
quarters.
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1996
PART II
OTHER INFORMATION
-------------------
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits: None.
b. Reports on Form 8-K: No Current Reports on
Form 8-K were filed during the quarter ended
March 31, 1996.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
(Registrant)
May 13, 1996
/s/ Peter P. Twining
-------------------------------
Peter P. Twining
Managing Director and General Counsel
of Managing General Partner,
Fifth Copley Corp.
May 13, 1996
/s/ Daniel C. Mackowiak
--------------------------------
Daniel C. Mackowiak
Principal Financial and Accounting
Officer of Managing General Partner,
Fifth Copley Corp.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 6,508,533
<SECURITIES> 5,376,139
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,884,672
<PP&E> 48,433,763
<DEPRECIATION> 0
<TOTAL-ASSETS> 60,318,435
<CURRENT-LIABILITIES> 136,795
<BONDS> 425,301
0
0
<COMMON> 0
<OTHER-SE> 59,756,339
<TOTAL-LIABILITY-AND-EQUITY> 60,318,435
<SALES> 1,743,371
<TOTAL-REVENUES> 1,891,387
<CGS> 508,369
<TOTAL-COSTS> 508,369
<OTHER-EXPENSES> 576,494
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 806,524
<INCOME-TAX> 0
<INCOME-CONTINUING> 806,524
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 806,524
<EPS-PRIMARY> 9.67
<EPS-DILUTED> 9.67
</TABLE>
