<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, 1998 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)
225 Franklin Street, 25th Fl.
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 261-9000
- --------------------------------------------------------------------------------
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, 1998
PART I
FINANCIAL INFORMATION
----------------------
<PAGE>
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
-------------- -----------------
<S> <C> <C>
ASSETS
Real estate investments:
Property, net $27,109,784 $27,287,367
Joint venture 4,843,634 4,836,039
----------- -----------
31,953,418 32,123,406
Cash and cash equivalents 10,303,446 6,303,386
Short-term investments - 4,362,030
----------- -----------
$42,256,864 $42,788,822
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 97,971 $ 129,158
Accrued management fee 36,438 48,078
Deferred management and
disposition fees 1,142,731 1,106,292
----------- -----------
Total liabilities 1,277,140 1,283,528
----------- -----------
Commitments to fund real estate
investments
Partners' capital (deficit):
Limited partners ($616 per
unit; 160,000 units
authorized, 82,336
units issued and outstanding) 40,991,642 41,511,957
General partners (11,918) (6,663)
----------- -----------
Total partners' capital 40,979,724 41,505,294
----------- -----------
$42,256,864 $42,788,822
=========== ===========
</TABLE>
(See accompanying notes to financial statements)
<PAGE>
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
-------------------------
1998 1997
----------- ------------
<S> <C> <C>
INVESTMENT ACTIVITY
Property rentals $ 919,407 $1,631,801
Interest income on loan to
ground lessor 36,256 38,568
Property operating expenses (256,769) (436,796)
Ground rent expense (97,500) (97,500)
Depreciation and amortization (235,425) (383,470)
--------- ----------
365,969 752,603
Joint venture earnings 86,372 85,221
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Total real estate operations 452,341 837,824
Interest on cash equivalents
and short-term investments 134,876 151,210
--------- ----------
Total investment activity 587,217 989,034
--------- ----------
PORTFOLIO EXPENSES
Management fee 72,877 118,904
General and administrative 67,680 72,289
--------- ----------
140,557 191,193
--------- ----------
Net Income $ 446,660 $ 797,841
========= ==========
Net income per weighted average
limited partnership unit $5.37 $9.58
========= ==========
Cash distributions per
limited partnership unit
outstanding for the entire
period $11.69 $13.86
========= ==========
Weighted average number of limited
partnership units outstanding during
the period 82,336 82,426
========= ==========
</TABLE>
(See accompanying notes to financial statements)
<PAGE>
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
---------------------------------------------
1998 1997
-------- --------
General Limited General Limited
Partners Partners Partners Partners
--------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Balance at
beginning of
period $(6,663) $41,511,957 $(87,745) $58,916,206
Repurchase of
limited partnership
units - - - (29,944)
Cash
distributions (9,722) (962,508) (11,540) (1,142,424)
Net income 4,467 442,193 7,978 789,863
--------- ----------- ---------- ----------
Balance at
end of period $(11,918) $40,991,642 $(91,307) $58,533,701
========= =========== ========= ============
</TABLE>
(See accompanying notes to financial statements)
<PAGE>
SUMMARIZED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
----------------------------
1998 1997
----------- ---------------
<S> <C> <C>
Net cash provided by operating activities $ 624,690 $ 1,234,812
----------- -----------
Cash flows from investing activities:
Investment in property (32,076) (61,195)
Decrease in short-term investments, net 4,362,030 3,471,891
Repayment of loan to ground lessor 17,646 16,173
----------- -----------
Net cash provided by
investing activities 4,347,600 3,426,869
----------- -----------
Cash flows from financing activities:
Distributions to partners (972,230) (1,153,964)
Repurchase of limited partnership
units - (29,944)
----------- -----------
Net cash used in financing
activities (972,230) (1,183,908)
----------- -----------
Net increase in cash and
cash equivalents 4,000,060 3,477,773
Cash and cash equivalents:
Beginning of period 6,303,386 4,706,279
----------- -----------
End of period $10,303,446 $ 8,184,052
=========== ===========
</TABLE>
(See accompanying notes to financial statements)
<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, 1998 and December 31, 1997 and the results of
its operations, its cash flows and partners' capital (deficit) for the interim
periods ended March 31, 1998 and 1997. These adjustments are of a normal
recurring nature.
See notes to financial statements included in the Partnership's 1997 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
five 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 has engaged AEW Real
Estate Advisors, Inc. (the "Advisor") to provide asset management services.
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 $113,131 and $96,937 at March 31, 1998 and
December 31, 1997, respectively.
NOTE 2 - REAL ESTATE JOINT VENTURES
- -----------------------------------
Ownership of the Columbia Gateway Corporate Park joint venture has been
restructured whereby the Partnership and its affiliate obtained full control
over the business of the joint venture effective January 1, 1998.
The following summarized financial information is presented in the
aggregate for the Partnership's remaining joint venture:
Assets and Liabilities
----------------------
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
-------------- -----------------
<S> <C> <C>
Assets
Real property, at cost less
accumulated depreciation
of $1,570,496 and $1,506,022,
respectively $16,016,779 $15,781,399
Other 705,446 739,025
----------- -----------
16,722,225 16,520,424
Liabilities 368,124 192,816
----------- -----------
Net Assets $16,354,101 $16,327,608
=========== ===========
</TABLE>
<PAGE>
Results of Operations
---------------------
<TABLE>
<CAPTION>
Quarter ended March 31,
-----------------------------
1998 1997
----------- ----------
<S> <C> <C>
Revenue
Rental income $471,279 $462,031
-------- ----------
471,279 462,031
-------- ----------
Expenses
Operating expenses 123,616 118,144
Depreciation and amortization 64,475 64,475
-------- ----------
188,091 182,619
-------- ----------
Net income $283,188 $279,412
======== ==========
</TABLE>
Liabilities and expenses exclude amounts owed and attributable to the
Partnership and its affiliate on behalf of their financing arrangements with the
joint venture.
NOTE 3 - PROPERTY
- -----------------
The following is a summary of the Partnership's four investments in
property:
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
--------------- ------------------
<S> <C> <C>
Land $ 7,445,208 $ 7,445,208
Building and improvements 22,968,823 22,936,747
Accumulated depreciation (3,005,871) (2,805,296)
Investment valuation allowance (3,500,000) (3,500,000)
Loan to ground lessor 1,580,220 1,597,866
Lease commissions and other
assets, net 1,405,880 1,388,391
Accounts receivable 464,173 515,182
Accounts payable (248,649) (290,731)
----------- -----------
$27,109,784 $27,287,367
=========== ===========
</TABLE>
NOTE 4 - SUBSEQUENT EVENT
- -------------------------
Distributions of cash from operations relating to the quarter ended March
31, 1998 were made on April 29, 1998 in the aggregate amount of $736,866 ($8.86
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, four of which have been sold: two in 1994 and two in
1997. As a result of the sales, capital of $31,646,076 has been returned to the
limited partners through March 31, 1998. The adjusted capital contribution was
reduced to $952 from $1,000 per unit in 1994, to $924 in 1995, and then to $616
in 1997.
At March 31, 1998, the Partnership had $10,303,446 in cash and cash
equivalents, of which $736,866 was used for cash distributions to partners on
April 29, 1998; 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 invested cash and cash equivalents and real estate
investments. Distributions of cash from operations relating to the first
quarter of 1998 were made at the annualized rate of 5.75% on the adjusted
capital contribution. Distributions of cash from operations relating to the
first quarter of 1997 were made at the annualized rate of 6.25% on the adjusted
capital contribution. The distribution rate was decreased due to the sale of
properties during 1997.
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 $113,131 and $96,937 at March 31, 1998, and
December 31, 1997, respectively. Through March 31, 1998, the Partnership
repurchased and retired 955 limited partnership units for an aggregate cost of
$880,412.
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, 1998, the appraised values of certain investments exceeded their
related carrying values by an aggregate of $4,300,000, and the appraised values
of the remaining investments were less than their related carrying values by an
aggregate of $41,000. 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.
Results of Operations
- ---------------------
Puente Street, Santa Rita Plaza, Dahlia, and Waters Landing II are wholly-
owned properties. Columbia Gateway Corporate Park is structured as a joint
venture with a real estate development/management firm and an affiliate of the
Partnership.
Operating Factors
Occupancy at University Business Park was 100% at March 31, 1997. The
University Business Park was sold on May 28, 1997, and the Partnership
<PAGE>
recognized a gain of $2,160,404. The property was 100% leased at the time of
sale.
Overall occupancy at Columbia Gateway Corporate Park increased to 100%
during the first quarter of 1998 compared to 95% at March 31, 1997. Ownership
of the Columbia Gateway Corporate Park joint venture has been restructured
whereby the Partnership and its affiliate have obtained full control over the
business of the joint venture. This restructuring was effective January 1,
1998. One lease is due to expire in October, 1998 but an existing tenant has
expressed an interest in exercising their right of first refusal and expand into
this space upon the lease expiration.
Occupancy at Puente Street has remained at 100% since the first quarter of
1994. Operations are stable and no leases are due to expire until April 1999.
As a result of a settlement of previous litigation, a former tenant of Puente
Street assigned its lease to the other existing tenant on February 1, 1998. The
former tenant now sub-leases the space from the existing tenant. There was no
material effect on the Partnership's financial position or results of operations
as a result of this lease assignment. During 1997, negotiations were finalized
for a 53,000 square-foot build-to-suit facility to be built on Partnership land
for a tenant of an affiliated partnership. A 10-year lease will commence upon
completion of the building, which is scheduled for the third quarter of 1998.
The Waters Landing II property is presently zoned and permitted for the
development of 144 apartment units. However, based on studies previously
undertaken by the Partnership, the Partnership has no plans at this time to
develop this site.
Occupancy at the Palms Business Center III and IV was 100% at March 31,
1997. The Palms Business Center III and IV was sold on October 24, 1997, and
the Partnership recognized a gain of $8,016,586. At the time of sale, the
property was 100% leased.
Occupancy at the Dahlia property remained at 100% during the first quarter
of 1998, where it has been since the first quarter of 1994. The lease of a
tenant that occupies approximately 30% of the space expires in May 1998. The
tenant is not expected to renew and therefore an agreement has been executed
allowing for the lease to be terminated by the Partnership any time after
February 1, 1998. The marketing process for this space has been initiated.
Occupancy at Santa Rita Plaza during the first quarter of 1998 was 97%,
consistent with March 31, 1997. Although occupancy is strong at this time, two
tenants which in total occupy approximately 20% of the space may depart during
1998.
Investment Activity
Interest on cash equivalents and short-term investments for the first
quarter of 1998 decreased 11% compared to the same period of 1997 due to lower
investment balances as a result of less cash generated by real estate
investments due to the sale of two such investments during 1997.
Real estate operations decreased $385,483 between the first quarter of 1998
and the comparable quarter of 1997. This decrease is primarily due to the sales
of University Business Park and Palms Business Center III and IV during 1997.
Cash flow from operations decreased by $610,122 between the first quarter
of 1998 and 1997. This increase is largely attributable to the decrease in real
estate operations, discussed above.
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.
<PAGE>
The Partnership management fee decreased between the first quarter of 1997
and 1998 due to a decrease in distributable cash flow. General and
administrative expenses decreased 6% between the respective quarters, primarily
due to lower appraisal expenses resulting from the sale of two assets during
1997.
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1998
PART II
OTHER INFORMATION
-------------------
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits: (27) Financial Data Schedule
b. Reports on Form 8-K: No Current Reports on
Form 8-K were filed during the quarter ended
March 31, 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.
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
(Registrant)
May 13, 1998
/s/ Wesley M. Gardiner, Jr.
------------------------------------------
Wesley M. Gardiner, Jr.
President, Chief Executive Officer and
Director of Managing General Partner,
Fifth Copley Corp.
May 13, 1998
/s/ Karin J. Lagerlund
-------------------------------------------
Karin J. Lagerlund
Principal Financial and Accounting
Officer of Managing General Partner,
Fifth Copley Corp.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 10,303,446
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,303,446
<PP&E> 31,953,418
<DEPRECIATION> 0
<TOTAL-ASSETS> 42,256,864
<CURRENT-LIABILITIES> 134,409
<BONDS> 1,142,731
0
0
<COMMON> 0
<OTHER-SE> 40,979,724
<TOTAL-LIABILITY-AND-EQUITY> 42,256,864
<SALES> 1,042,035
<TOTAL-REVENUES> 1,176,911
<CGS> 354,269
<TOTAL-COSTS> 354,269
<OTHER-EXPENSES> 375,982
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 446,660
<INCOME-TAX> 0
<INCOME-CONTINUING> 446,660
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 446,660
<EPS-PRIMARY> 5.37
<EPS-DILUTED> 5.37
</TABLE>
