<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, 1999 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, 1999
PART I
FINANCIAL INFORMATION
----------------------
2
<PAGE>
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
(Unaudited) (Audited)
--------------- ------------------
<S> <C> <C>
ASSETS
Real estate investments:
Property, net $26,852,740 $27,181,777
Joint venture 4,841,226 4,843,933
----------- -----------
31,693,966 32,025,710
Property held for disposition, net 1,491,742 1,491,742
Cash and cash equivalents 7,284,092 7,220,155
----------- -----------
$40,469,800 $40,737,607
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 99,705 $ 122,505
Accrued management fee 41,114 36,391
Deferred management and
disposition fees 1,293,112 1,251,998
----------- -----------
Total liabilities 1,433,931 1,410,894
----------- -----------
Commitments to fund real estate
investments
Partners' capital (deficit):
Limited partners ($616 per
unit; 160,000 units
authorized, 82,228
units issued and outstanding) 39,066,609 39,354,545
General partners (30,740) (27,832)
----------- -----------
Total partners' capital (deficit) 39,035,869 39,326,713
----------- -----------
$40,469,800 $40,737,607
=========== ===========
</TABLE>
(See accompanying notes to financial statements)
3
<PAGE>
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
---------------------------
1999 1998
-------------- ----------
<S> <C> <C>
INVESTMENT ACTIVITY
Property rentals $1,010,716 $ 919,407
Interest income on loan to
ground lessor 34,094 36,256
Property operating expenses (268,217) (256,769)
Ground rent expense (97,500) (97,500)
Depreciation and amortization (287,620) (235,425)
---------- ---------
391,473 365,969
Joint venture earnings 100,259 86,372
---------- ---------
Total real estate operations 491,732 452,341
Interest on cash equivalents
and short-term investments 103,652 134,876
---------- ---------
Total investment activity 595,384 587,217
---------- ---------
PORTFOLIO EXPENSES
Management fee 82,228 72,877
General and administrative 68,101 67,680
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150,329 140,557
---------- ---------
Net Income $ 445,055 $ 446,660
========== =========
Net income per weighted average
limited partnership unit $5.35 $5.37
========== =========
Cash distributions per
limited partnership unit
outstanding for the entire
period $8.86 $11.69
========== =========
Weighted average number of limited
partnership units outstanding during
the period 82,336 82,336
========== =========
</TABLE>
(See accompanying notes to financial statements)
4
<PAGE>
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
-----------------------------------------------
1999 1998
------------------------ ---------------------
General Limited General Limited
Partners Partners Partners Partners
-------- ------------ -------- -----------
<S> <C> <C> <C> <C>
Balance at
beginning of
period $ (27,832) $39,354,545 $ (6,663) $41,511,957
Cash
distributions (7,359) (728,540) (9,722) (962,508)
Net income 4,451 440,604 4,467 442,193
-------- ------------ -------- -----------
Balance at
end of period $ (30,740) $39,066,609 $(11,918) $40,991,642
========= =========== ======== ===========
</TABLE>
(See accompanying notes to financial statements)
5
<PAGE>
SUMMARIZED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
------------------------
1999 1998
---------- -----------
<S> <C> <C>
Net cash provided by operating activities $ 752,517 $ 624,690
---------- -----------
Cash flows from investing activities:
Investment in property 28,066 (32,076)
Decrease in short-term investments, net - 4,362,030
Repayment of loan to ground lessor 19,253 17,646
---------- -----------
Net cash provided by
investing activities 47,319 4,347,600
---------- -----------
Cash flows from financing activities:
Distributions to partners (735,899) (972,230)
Net increase in cash and
cash equivalents 63,937 4,000,060
Cash and cash equivalents:
Beginning of period 7,220,155 6,303,386
---------- -----------
End of period $7,284,092 $10,303,446
========== ===========
</TABLE>
(See accompanying notes to financial statements)
6
<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, 1999 and December 31, 1998 and the results of
its operations, its cash flows and partners' capital (deficit) for the interim
periods ended March 31, 1999 and 1998. These adjustments are of a normal
recurring nature.
See notes to financial statements included in the Partnership's 1998 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 $141,753 and $124,302 at March 31, 1999 and
December 31, 1998, respectively.
NOTE 2 - REAL ESTATE JOINT VENTURES
- -----------------------------------
The following summarized financial information is presented in the
aggregate for the Partnership's remaining joint venture:
<TABLE>
<CAPTION>
Assets and Liabilities
----------------------
March 31, 1999 December 31, 1998
-------------- -----------------
<S> <C> <C>
Assets
Real property, at cost less
accumulated depreciation
of $1,894,102 and $1,829,627,
respectively $15,885,101 $15,881,624
Other 694,550 742,813
----------- -----------
16,579,651 16,624,437
Liabilities 227,084 264,579
----------- -----------
Net Assets $16,352,567 $16,359,858
=========== ===========
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Results of Operations
---------------------
Quarter ended March 31,
-----------------------
1999 1998
---------- ----------
<S> <C> <C>
Revenue
Rental income $ 535,680 $ 471,279
---------- ----------
535,680 471,279
---------- ----------
Expenses
Operating expenses 142,496 123,616
Depreciation and amortization 64,475 64,475
---------- ----------
206,971 188,091
---------- ----------
Net income $ 328,709 $ 283,188
========== ==========
</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, 1999 December 31, 1998
--------------- ------------------
<S> <C> <C>
Land $ 5,953,466 $ 5,953,466
Building and improvements 24,936,070 24,964,136
Accumulated depreciation (3,911,942) (3,664,791)
Investment valuation allowance (3,500,000) (3,500,000)
Loan to ground lessor 1,505,662 1,524,916
Lease commissions and other
assets, net 1,649,422 1,576,883
Accounts receivable 461,421 551,538
Accounts payable (241,359) (224,371)
Property held for disposition 1,491,742 1,491,742
----------- -----------
$28,344,482 $28,673,519
=========== ===========
</TABLE>
8
<PAGE>
NOTE 4 - SUBSEQUENT EVENT
- -------------------------
Distributions of cash from operations relating to the quarter ended March
31, 1999 were made on April 29, 1999 in the aggregate amount of $831,416 ($10.01
per limited partnership unit.)
9
<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, 1999. 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, 1999, the Partnership had $7,284,092 in cash and cash
equivalents, of which $831,416 was used for cash distributions to partners on
April 29, 1999; 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 1999 were made at the annualized rate of 6.50% on the adjusted
capital contribution of $616.00. 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 of $616.00. The distribution rate was increased
due to the increase in rental rates at Dahlia and lower rental concessions at
Gateway Corporate Park during the first quarter of 1999.
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 $141,753 and $124,302 at March 31, 1999, and
December 31, 1998, respectively. Through March 31, 1999, the Partnership
repurchased and retired 1,063 limited partnership units for an aggregate cost of
$867,485.
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, 1999, the appraised values of certain investments exceeded their
related carrying values by an aggregate of $4,458,000, and the appraised values
of the remaining investments were less than their related carrying values by an
aggregate of $89,000. 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.
10
<PAGE>
Year 2000 Readiness Disclosure
- ------------------------------
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 June 30,
1999.
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 by June
30, 1999. 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. Given the nature of its
operations, the Partnership will not incur any costs associated with Year 2000
compliance. All such costs are borne by AEW Capital Management and the property
managers.
11
<PAGE>
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
Overall occupancy at Columbia Gateway Corporate Park increased to 100%
during the first quarter of 1998 and continued so through March 31, 1999.
Ownership of the Columbia Gateway Corporate Park joint venture has been
restructured whereby the Partnership and its affiliate obtained additional
control over the business of the joint venture. This restructuring was
effective January 1, 1998.
Occupancy at Puente Street has been 100% since the first quarter of 1994.
Operations will increase due to the completion of a 53,000 square-foot build-to-
suit facility during the fourth quarter of 1998 on Partnership land. A 10-year
lease for this facility commenced in November, 1998. The other lease at Puente
Street is not due to expire until March, 2004. 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.
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 anticipated to be concluded during
the second quarter of 1999.
Occupancy at the Dahlia property has been 100% since the first quarter of
1994. The lease of a tenant that had 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 dropped during the first quarter of 1999 to
91%, compared with 97% at March 31, 1998.
Investment Activity
Interest on cash equivalents and short-term investments for the first
quarter of 1999 decreased $31,000 compared to the same period of 1998. This was
in large part due to lower investment balances as a result of the operating cash
flow reserve distribution in October, 1998.
Real estate operations increased $39,391 between the first quarter of 1999
and the comparable quarter of 1998. This increase is primarily due to an
increase in income at the Dahlia property from improved rental rates as well as
an increase in joint venture earnings from Columbia Gateway Corporate Park due
to a decrease in rent concessions.
12
<PAGE>
Cash flow from operations increased approximately $128,000 between the
first quarter of 1999 and 1998. This increase is largely attributable to the
distribution of operating cash flow from Columbia Gateway Corporate Park as a
result of the decrease in rent concessions.
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 1998
and 1999 due to an increase in distributable cash flow. General and
administrative expenses remained relatively unchanged between the first quarter
of 1998 and 1999.
13
<PAGE>
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1999
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, 1999.
14
<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, 1999
/s/ J. Christopher Meyer, III
-------------------------------
J. Christopher Meyer, III
President, Chief Executive Officer and
Director of Managing General Partner,
Fifth Copley Corp.
May 13, 1999
/s/ Karin J. Lagerlund
--------------------------------
Karin J. Lagerlund
Principal Financial and Accounting
Officer of Managing General Partner,
Fifth Copley Corp.
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 7,284,092
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,284,092
<PP&E> 33,185,708
<DEPRECIATION> 0
<TOTAL-ASSETS> 40,469,800
<CURRENT-LIABILITIES> 140,819
<BONDS> 1,293,112
0
0
<COMMON> 0
<OTHER-SE> 39,035,869
<TOTAL-LIABILITY-AND-EQUITY> 40,469,800
<SALES> 1,145,069
<TOTAL-REVENUES> 1,248,721
<CGS> 365,717
<TOTAL-COSTS> 365,717
<OTHER-EXPENSES> 437,949
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 445,055
<INCOME-TAX> 0
<INCOME-CONTINUING> 445,055
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 445,055
<EPS-PRIMARY> 5.35
<EPS-DILUTED> 5.35
</TABLE>
