<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 September 30, 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. 02110
Boston, Massachusetts (Zip Code)
(Address of principal executive offices)
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 SEPTEMBER 30, 1998
PART I
FINANCIAL INFORMATION
----------------------
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997
------------------ -----------------
<S> <C> <C>
ASSETS
Real estate investments:
Property, net $26,659,178 $27,287,367
Joint ventures 4,833,651 4,836,039
----------------- -----------------
31,492,829 32,123,406
Property, held for disposition 1,491,742 -
Cash and cash equivalents 9,132,454 6,303,386
Short-term investments - 4,362,030
----------------- -----------------
$42,117,025 $42,788,822
================= =================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 99,498 $ 129,158
Accrued management fee 146,165 48,078
Deferred management and
disposition fees 1,215,607 1,106,292
----------------- -----------------
Total liabilities 1,461,270 1,283,528
----------------- -----------------
Commitments to fund real estate
investments
Partners' capital (deficit):
Limited partners ($616 per
unit; 160,000 units
authorized, 82,228
units issued and outstanding) 40,670,296 41,511,957
General partners (14,541) (6,663)
----------------- -----------------
Total partners' capital 40,655,755 41,505,294
----------------- -----------------
$ 42,117,025 $ 42,788,822
================= =================
</TABLE>
(See accompanying notes to unaudited financial statements)
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended
September 30, 1998 September 30, 1998 September 30, 1997 September 30, 1997
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY
Property rentals $1,124,521 $3,138,321 $1,346,888 $ 4,745,038
Interest income on loan to ground lessor 36,007 107,897 37,128 112,205
Property operating expenses (268,611) (749,331) (337,486) (1,134,628)
Ground rent expense (97,500) (292,500) (97,500) (292,500)
Depreciation and amortization (253,160) (726,453) (344,768) (1,106,995)
---------- ---------- ---------- -----------
541,257 1,477,934 604,262 2,323,120
Joint venture earnings 112,801 312,235 126,831 301,618
---------- ---------- ---------- -----------
Total real estate operations 654,058 1,790,169 731,093 2,624,738
Gain on sale of wholly-owned property - - -- 2,160,404
---------- ---------- ---------- -----------
Total real estate activity 654,058 1,790,169 731,093 4,785,142
Interest on cash equivalents
and short term investments 125,006 393,077 154,741 492,024
---------- ---------- ---------- -----------
Total investment activity 779,064 2,183,246 885,834 5,277,166
Portfolio Expenses
Management fee 182,603 328,357 147,138 384,891
General and administrative 55,052 196,690 80,375 236,242
---------- ---------- ---------- -----------
237,655 525,047 227,513 621,133
---------- ---------- ---------- -----------
Net Income $ 541,409 $1,658,199 $ 658,321 $ 4,656,033
========== ========== ========== ===========
Net income per weighted average
limited partnership unit $ 6.51 $ 19.94 $ 7.91 $ 55.94
========== ========== ========== ===========
Cash distributions per
limited partnership unit
outstanding for the entire
period $ 8.86 $ 29.41 $ 14.44 $ 134.74
========== ========== ========== ===========
Weighted average number of limited
partnership units outstanding during
the period 82,336 82,336 82,388 82,401
========== ========== ========== ===========
</TABLE>
(See accompanying notes to unaudited financial statements)
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended
September 30, 1998 September 30, 1998 September 30, 1997 September 30, 1997
------------------ ------------------ ------------------ ------------------
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 $ (12,586) $40,925,574 $ (6,663) $41,511,957 $ (71,331) $52,931,646 $ (87,745) $58,916,206
Repurchase of
limited
partnership
units - (61,776) - (61,776) -- (37,232) -- (67,176)
Cash
distributions (7,369) (729,497) (24,460) (2,421,502) (12,017) (1,189,683) (35,580) (11,102,034)
Net income 5,414 535,995 16,582 1,641,617 6,583 651,738 46,560 4,609,473
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at
end of period $ (14,541) $40,670,296 $ (14,541) $40,670,296 $ (76,765) $52,356,469 $ (76,765) $52,356,469
=========== =========== =========== =========== =========== =========== =========== ===========
</TABLE>
(See accompanying notes to unaudited financial statements)
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
SUMMARIZED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1998 1997
---- ----
<S> <C> <C>
Net cash provided by operating activities $ 2,265,496 $ 3,070,076
----------- ------------
Cash flows from investing activities:
Deferred disposition fees - 250,500
Investment in property (1,280,615) (251,791)
Decrease in short-term investments, net 4,297,813 3,727,102
Repayment of loan to ground lessor 54,112 49,595
Net proceeds from sale of property - 7,743,630
----------- ------------
Net cash provided by
investing activities 3,071,310 11,519,036
----------- ------------
Cash flows from financing activities:
Distributions to partners (2,445,962) (11,137,614)
Repurchase of limited partnership
units (61,776) (67,176)
----------- ------------
Net cash used in financing
activities (2,507,738) (11,204,790)
----------- ------------
Net increase in cash and
cash equivalents 2,829,068 3,384,322
Cash and cash equivalents:
Beginning of period 6,303,386 4,706,279
----------- ------------
End of period $ 9,132,454 $ 8,090,601
=========== ============
</TABLE>
(See accompanying notes to unaudited financial statements)
<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 September 30, 1998 and December 31, 1997 and the
results of its operations, its cash flows and partners' capital (deficit) for
the three and nine months ended September 30, 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 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 $108,129 and $96,937 at September 30, 1998
and December 31, 1997, respectively.
NOTE 2 - REAL ESTATE JOINT VENTURES
- -----------------------------------
Ownership of the Columbia Gateway Corporate Park joint venture has been
restructured to give the Partnership and its affiliate full control over the
business of the joint venture effective January 1, 1998.
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
The following summarized financial information is presented in the
aggregate for the Partnership's remaining joint venture:
Assets and Liabilities
----------------------
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997
------------------ -----------------
<S> <C> <C>
Assets
Real property, at cost less accumulated
depreciation of $1,699,447 and $1,506,022,
respectively $15,965,152 $15,781,399
Other 705,968 739,025
----------- -----------
16,671,120 16,520,424
Liabilities 346,567 192,816
----------- -----------
Net Assets $16,324,553 $16,327,608
=========== ===========
<CAPTION>
Results of Operations
Nine Months Ended September 30,
-------------------------------
1998 1997
---- ----
<S> <C> <C>
Revenue
Rental income $ 1,569,287 $ 1,531,337
----------- -----------
Expenses
Operating expenses 352,141 349,001
Depreciation and amortization 193,425 193,425
----------- -----------
545,566 542,426
----------- -----------
Net income $ 1,023,721 $ 988,911
=========== ===========
</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.
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
NOTE 3 - PROPERTY
- -----------------
In early November, 1998, a Purchase and Sale agreement was executed by the
Partnership to sell the Waters Landing II investment. Although there can be no
assurance that this sale will occur, it is expected to be concluded during the
second quarter of 1999. This investment has been classified as Property Held
for Disposition at September 30, 1998.
The following is a summary of the Partnership's four investments in
property:
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997
------------------- ------------------
<S> <C> <C>
Land $ 5,353,466 $ 7,445,208
Building and improvements 24,217,362 22,936,747
Accumulated depreciation (3,425,304) (2,805,296)
Investment valuation allowance (2,900,000) (3,500,000)
Loan to ground lessor 1,543,754 1,597,866
Lease commissions and other
assets, net 1,531,940 1,388,391
Accounts receivable 610,406 515,182
Accounts payable (272,446) (290,731)
Property, held for disposition 1,491,742 -
----------- -----------
$28,150,920 $27,287,367
=========== ===========
</TABLE>
NOTE 4 - SUBSEQUENT EVENT
- -------------------------
Distributions of cash from operations relating to the quarter ended
September 30, 1998 were made on October 29, 1998 in the aggregate amount of
$736,866 ($8.86 per limited partnership unit.) The Partnership also made an
additional distribution of operating cash reserves in the aggregate amount of
$1,109,457 ($13.34 per limited partnership unit).
<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 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 September 30, 1998. The adjusted capital contribution
was reduced from $1,000 to $952 per unit in 1994, to $924 in 1995, and then to
$616 in 1997.
At September 30, 1998, the Partnership had $9,132,454 in cash and cash
equivalents, of which $1,846,323 was used for cash distributions to partners on
October 29, 1998; the remainder will be used to complete the funding of real
estate investments or be retained as working capital reserves. The October
distribution includes a special distribution of operating reserves of
$1,109,457. Distributions of cash from operations relating to the first three
quarters of 1998 were made at the annualized rate of 5.75% on the adjusted
capital contribution of $616. Distributions of cash from operations relating to
the first and second quarters of 1997 were made at the annualized rate of 6.25%
on the adjusted capital contribution of $924. Operating distributions related
to the third quarter of 1997 were made at the annualized rate of 6.25% on the
adjusted capital contribution of $832. The distribution rate was decreased in
1998 due to the sale of properties in 1997. 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.
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 $108,129 and $96,937 at September 30, 1998 and
December 31, 1997, respectively. Through September 30, 1998, the Partnership
had repurchased and retired 1,063 limited partnership units for an aggregate
cost of $942,188.
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 September 30, 1998, the appraised values of certain investments exceeded
their related carrying values by an aggregate of $3,850,000, and the appraised
values of the remaining investments were less than their related carrying values
by an aggregate of $60,000. 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.
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
The Year 2000 Issue is a result of computer programs being written
using two digits rather than four to define the applicable year. Computer
programs that have date-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. This could result in a system failure
or miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions or engage in normal
business operations.
The Partnership relies on AEW Capital Management L.P. ("AEW Capital
Management"), the parent of AEW Real Estate Advisors, Inc., to generate
financial information and to provide other services which are dependent on the
use of computers. The Partnership has obtained assurances from AEW Capital
Management that:
. AEW Capital Management has developed a Year 2000 Plan (the "Plan")
consisting of five phases: inventory, assessment, testing,
remediation/repair and certification.
. As of September 30, 1998, AEW Capital Management had completed the
inventory and assessment phases of this Plan and had commenced the testing
and remediation/repair of internal systems.
. AEW Capital Management expects to conclude the internal testing,
remediation/repair and certifications of its Plan no later than
December 31, 1998.
The Partnership also relies on joint venture partners and/or property
managers to supply financial and other data with respect to its real properties.
The Partnership is in the process of surveying these third party providers and
assessing their compliance with Year 2000 requirements. To date, the
Partnership is not aware of any problems that would materially impact its
results of operations, liquidity or capital resources. However, the Partnership
has not yet obtained written assurances that these providers would be Year 2000
compliant.
The Partnership currently does not have a contingency plan in the event of
a particular provider or system not being Year 2000 compliant. Such a plan will
be developed if it becomes clear that a provider (including AEW Capital
Management) is not going to achieve its scheduled compliance objectives. The
inability of one of these providers to complete its Year 2000 resolution process
could materially impact the Partnership. In addition, the Partnership is also
subject to external forces that might generally affect industry and commerce,
such as utility or transportation company Year 2000 compliance failures and
related service interruptions.
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
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 an affiliate of the Partnership.
Operating Factors
The University Business Park was sold on May 28, 1997, and the Partnership
recognized a gain of $2,160,404. The property was 100% leased at the time of
sale.
Overall occupancy at Columbia Gateway Corporate Park remained at 100%
during the third quarter of 1998, consistent with June 30, 1998 and up slightly
from 99% at September 30, 1997. Ownership of the Columbia Gateway Corporate
Park joint venture has been restructured to give the Partnership and its
affiliate 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
its right of first refusal to 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 sub-leased the space from the existing tenant until June 1, 1998,
at which time it vacated the premises. 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. A 10-year lease
will commence upon completion of the building, which is scheduled for the fourth
quarter of 1998.
In early November, 1998, a Purchase and Sale agreement was executed by the
Partnership to sell the Waters Landing II investment. Although there can be no
assurance that this sale will occur, it is expected to be concluded during the
second quarter of 1999.
Occupancy at the Palms Business Center III and IV was 100% at June 30,
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 third quarter
of 1998, where it has been since the first quarter of 1994. The lease of a
tenant that occupied approximately 30% of the space expired in May 1998 and has
been fully re-leased to two new tenants for 40-month and 72-month leases.
Occupancy at Santa Rita Plaza during the third quarter of 1998 was 97%,
consistent with June 30, 1998 and September 30, 1997. Although occupancy is
strong at this time, one lease of approximately 5% of the space expires in
December, 1998 and the tenant intends to vacate at that time. This space is
being actively marketed for re-lease.
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
Investment Activity
Interest on cash equivalents and short-term investments for the three and
nine-month periods ended September 30, 1998 decreased approximately $30,000 and
$99,000, respectively, as compared to the corresponding periods of 1997. This
was primarily due to lower investment balances as a result of 1) less cash
generated by real estate investments due to the sales of the University Business
Park and Palms Business Center III & IV investments during 1997 and 2) the
distribution of previously invested proceeds from the sale of University
Business Park.
Real estate operating activity for the three months ended September 30,
1998 was $654,058 compared to $731,093 for the same period in 1997. Real estate
operations were $1,790,169 and $2,624,738 for the nine months ended September
30, 1998 and 1997, respectively. The decreases of approximately $77,000 and
$835,000 between the respective three and nine-month periods are primarily due
to the sales of University Business Park and Palms Business Center III and IV
during 1997, partially offset by an increase in operating results at Dahlia due
to a settlement of approximately $153,000 received in June 1998 from a former
tenant.
Cash flow from operations decreased by approximately $805,000 between the
first nine months of 1997 and 1998. This decrease is largely attributable to
the decrease in real estate operations as 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. Management fees decreased $56,534
for the nine months ended September 30, 1998 as compared to the prior-year
period due to the decrease in overall distributable cash flow. Partially
offsetting this decrease was the fee associated with a special operating
distribution in October of 1998 as discussed above, which accounts for the
increase of $35,465 between the respective three-month periods of 1998 and 1997.
General and administrative expenses primarily consist of real estate
appraisal, legal, accounting, printing and investor servicing agent fees. These
expenses decreased by approximately $25,000 and $40,000 between the first three
and nine months of 1997 and 1998, respectively, primarily due to decreases in
investor mailing costs and legal fees.
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 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 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.
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
(Registrant)
November 13, 1998
/s/ J. Christopher Meyer III
-------------------------------
J. Christopher Meyer III
President, Chief Executive Officer
and Director of Managing General Partner,
Fifth Copley Corp.
November 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 9,132,454
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,132,454
<PP&E> 32,984,571
<DEPRECIATION> 0
<TOTAL-ASSETS> 42,117,025
<CURRENT-LIABILITIES> 245,663
<BONDS> 1,215,607
0
0
<COMMON> 0
<OTHER-SE> 40,655,755
<TOTAL-LIABILITY-AND-EQUITY> 42,117,025
<SALES> 3,558,453
<TOTAL-REVENUES> 3,951,530
<CGS> 1,041,831
<TOTAL-COSTS> 1,041,831
<OTHER-EXPENSES> 1,251,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,658,199
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,658,199
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,658,199
<EPS-PRIMARY> 19.94
<EPS-DILUTED> 19.94
</TABLE>
