-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FXYQXGHH21AgpBUl/5yOmYDDhSWMY2OGKcVGTn3N8jmYHC5ta79AnKjSyZqWp4bV kT5TpQIGKOHdj4mrfmWI4A== 0000950123-97-004478.txt : 19970520 0000950123-97-004478.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950123-97-004478 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970516 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORPORATE PROPERTY ASSOCIATES 6 CENTRAL INDEX KEY: 0000750456 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133247122 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14551 FILM NUMBER: 97610505 BUSINESS ADDRESS: STREET 1: 50 ROCKEFELLER PLZ 2ND FL CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2124921100 MAIL ADDRESS: STREET 1: 50 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 10-Q 1 CORPORATE PROPERTY ASSOCIATES 6 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 1997 ------------------------------------------------- or [ ] TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---------------------- ----------------------- Commission file number 0-14551 --------------------------------------------------------- CORPORATE PROPERTY ASSOCIATES 6 (Exact name of registrant as specified in its charter) CALIFORNIA 13-3247122 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 50 ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10020 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 492-1100 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (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 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. /X/ Yes / / No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. / / Yes / / No 2 CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership INDEX Page No. PART I Item 1. - Financial Information* Consolidated Balance Sheets, December 31, 1996 and March 31, 1997 2 Consolidated Statements of Income for the three months ended March 31, 1996 and 1997 3 Consolidated Statements of Cash Flows for the three months ended March 31, 1996 and 1997 4 Notes to Consolidated Financial Statements 5-6 Item 2. - Management's Discussion of Operations 7 PART II Item 6. - Exhibits and Reports on Form 8-K 8 Signatures 9 *The summarized financial information contained herein is unaudited; however in the opinion of management, all adjustments necessary for a fair presentation of such financial information have been included. - 1 - 3 CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership PART I Item 1. - FINANCIAL INFORMATION CONSOLIDATED BALANCE SHEETS
December 31, March 31 1996 1997 ----------- ----------- (Note) (Unaudited) ASSETS: Land, buildings and personal property, net of accumulated depreciation of $16,594,902 at December 31, 1996 and $17,020,169 at March 31, 1997 $47,968,552 $47,649,848 Net investment in direct financing leases 32,887,655 32,887,655 Cash and cash equivalents 3,338,391 3,647,685 Notes receivable from affiliate 1,151,000 1,151,000 Other assets 2,807,973 2,847,803 ----------- ----------- Total assets $88,153,571 $88,183,991 =========== =========== LIABILITIES: Mortgage notes payable $32,057,088 $31,769,217 Note payable 10,000,000 10,000,000 Accrued interest payable 439,078 431,988 Accounts payable and accrued expenses 372,012 351,804 Accounts payable to affiliates 131,275 166,959 Other liabilities 361,816 221,900 Deferred rental income 3,544,624 3,483,333 ----------- ----------- Total liabilities 46,905,893 46,425,201 ----------- ----------- PARTNERS' CAPITAL: General Partners (4,515) 29,956 Limited Partners (47,930 Limited Partnership Units issued and outstanding) 41,252,193 41,728,834 ----------- ----------- Total partners' capital 41,247,678 41,758,790 ----------- ----------- Total liabilities and partners' capital $88,153,571 $88,183,991 =========== ===========
The accompanying notes are an integral part of the consolidated financial statements. Note: The consolidated balance sheet at December 31, 1996 has been derived from the audited financial statements at that date. - 2 - 4 CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended March 31, 1996 March 31, 1997 -------------- -------------- Revenues: Rental income from operating leases $1,302,939 $1,527,846 Interest from direct financing leases 1,405,710 1,417,174 Other interest income 89,936 67,582 Revenue of hotel operations 1,135,887 1,206,821 Other income 126,985 ---------- ---------- 3,934,472 4,346,408 ---------- ---------- Expenses: Interest 1,039,515 956,725 Depreciation 390,432 425,267 General and administrative 101,256 177,249 Property expense 46,844 54,192 Amortization 57,559 68,664 Operating expenses of hotel operations 912,682 920,754 ---------- ---------- 2,548,288 2,602,851 ---------- ---------- Income before gain on sale of real estate 1,386,184 1,743,557 Gain on sale of real estate 31,456 ---------- ---------- Net income $1,417,640 $1,743,557 ========== ========== Net income allocated to General Partners $ 85,058 $ 104,613 ========== ========== Net income allocated to Limited Partners $1,332,582 $1,638,944 ========== ========== Net income per Unit (47,930 Limited Partnership Units) $ 27.80 $ 34.19 ========== ==========
The accompanying notes are an integral part of the consolidated financial statements. - 3 - 5 CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, ------------------------------- 1996 1997 ---- ---- Cash flows from operating activities: Net income $ 1,417,640 $ 1,743,557 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 447,991 493,931 Other noncash items (61,290) (76,098) Gain on sales of real estate (31,456) Net change in operating assets and liabilities 142,073 (225,217) ----------- ----------- Net cash provided by operating activities 1,914,958 1,936,173 ----------- ----------- Cash flows from investing activities: Additional capitalized costs (1,762,598) (106,563) Proceeds from sales of real estate 257,527 ----------- ----------- Net cash used in investing activities (1,505,071) (106,563) ----------- ----------- Cash flows from financing activities: Distributions to partners (1,204,998) (1,232,445) Proceeds from mortgage note payable 6,000,000 Prepayment of mortgage notes payable (4,257,315) Payments on mortgage principal (251,394) (287,871) Deferred financing costs (270,785) ----------- ----------- Net cash provided by (used in) financing activities 15,508 (1,520,316) ----------- ----------- Net increase in cash and cash equivalents 425,395 309,294 Cash and cash equivalents, beginning of period 3,476,915 3,338,391 ----------- ----------- Cash and cash equivalents, end of period $ 3,902,310 $ 3,647,685 =========== =========== Supplemental disclosure of cash flows information: Interest paid $ 1,046,085 $ 963,815 =========== ===========
The accompanying notes are an integral part of the consolidated financial statements. - 4 - 6 CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1. Basis of Presentation: The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 1996. Note 2. Distributions to Partners: Distributions declared and paid to partners during the three months ended March 31, 1997 are summarized as follows:
Quarter Ended General Partners Limited Partners Per Limited Partner Unit - ----------------- ---------------- ---------------- ------------------------ December 31, 1996 $70,142 $1,162,303 $24.25 ======= ========== ======
A distribution of $24.27 per Limited Partner Unit for the quarter ended March 31, 1997 was declared and paid in April 1997. Note 3. Transactions with Related Parties: For the three-month periods ended March 31, 1996 and 1997, the Partnership incurred management fees of $27,101 and $28,476, respectively, and general and administrative expense reimbursements of $26,542 and $46,607 respectively. The Partnership, in conjunction with certain affiliates, is a participant in an agreement for the purpose of renting and occupying office space. Under the agreement, the Partnership pays its proportionate share of rent and other costs of occupancy. Net expenses incurred for the three months ended March 31, 1996 and 1997 were $36,203 and $32,367 respectively. - 5 - 7 CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED) Note 4. Industry Segment Information: The Partnership's operations consist primarily of the investment in and the leasing of industrial and commercial real estate and the operation of three hotel properties. For the three-month periods ended March 31, 1996 and 1997, the Partnership earned its total real estate lease revenues (rental income plus interest income from financing leases) as follows:
1996 % 1997 % ---- --- ---- --- Stoody Deloro Stellite, Inc. $ 558,548 21% $ 558,548 19% AP Parts Manufacturing, Inc. 421,303 16 459,134 16 Peerless Chain Company 378,653 14 427,147 15 AutoZone, Inc. 342,489 13 330,392 11 Kinney Shoe Corporation 168,192 6 241,235 8 Wal-Mart Stores, Inc. 206,815 8 222,782 8 Anthony's Manufacturing Company, Inc. 219,000 8 219,000 7 Motorola, Inc. 135,000 5 135,000 5 Harcourt General Corporation 116,875 4 116,875 4 Yale Security, Inc. 114,807 4 Lockheed Martin Corporation 73,250 3 77,500 2 Winn-Dixie Stores, Inc. 42,600 1 42,600 1 Folger Adam Company 45,924 1 ---------- --- ---------- --- $2,708,649 100% $2,945,020 100% ========== === ========== ===
Operating results of the three hotels for the three-month periods ended March 31, 1996 and 1997 are summarized as follows:
1996 1997 ---- ---- Revenue $ 1,135,887 $ 1,206,821 Fees paid to hotel management company (27,564) (32,700) Other operating expenses (885,118) (888,054) ----------- ----------- Hotel operating income $ 223,205 $ 286,067 =========== ===========
- 6 - 8 CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership Item 2. - MANAGEMENT'S DISCUSSION OF OPERATION Results of Operations: Net income for the three-month period ended March 31, 1997 increased by $326,000 as compared with net income for the three-month period ended March 31, 1996. Excluding nonrecurring other income of $121,000, the Partnership would have realized an increase in income of $205,000. The increase was due to increases in lease revenues and hotel operating income and a decrease in interest expense. This was partially offset by increases in general and administrative and depreciation expenses. The increase in lease revenues was due to the commencement of the Yale Security, Inc. lease in March 1996 and rent increases in 1996 on the Partnership's leases with Peerless Chain Company, Kinney Shoe Corporation and Wal-Mart Stores, Inc. and a rent increase in 1997 on the Partnership's lease with AP Parts Manufacturing, Inc. Solely as a result of the rent increases, annual cash flow will increase by $516,000. The decrease in interest expense was due to the payoff of the mortgage loan on the Winn-Dixie Store, Inc. property, a partial prepayment on the mortgage loan on the Autozone, Inc. properties and the refinancing of the loan on the Wal-Mart property, all of which occurred during 1996. The increase in general and administrative expenses was primarily due to certain increases in legal expenses which are expected to be nonrecurring. The increase in depreciation was due to the reclassification of a lease from direct financing to operating in April, 1996. The nonrecurring other income was from a distribution received by the Partnership from its bankruptcy claim against the former lessee of the Livonia, Michigan hotel property. The Partnership also received a distribution from its claim in 1996. The increase in hotel operating income was due to increased revenue from all three hotels. The increase in earnings at the Livonia hotel was due to the Partnership's maintaining its strategy of sustaining a high average room rate in a favorable economic environment. As a result of strengthening in the average room rate, the hotel's occupancy rate decreased from 74% to 72%. Both the Alpena and Petoskey, Michigan hotels realized increases of 4% in occupancy rates and increases of 5% in average room rates. Overall, there was no increase in hotel operating expenses. The operations of the Alpena and Petoskey hotels are seasonal in nature with the most significant portion of their earnings historically generated during the third quarter Accordingly, the results for the quarter ended March 31, 1997 are not necessarily indicative of results for the yearly operating cycle. Financial Condition: There has been no material change in the Partnership's financial condition since December 31, 1996. Cash flow from operations of $1,936,000 was sufficient to fund quarterly distributions to partners of $1,232,000, scheduled mortgage principal payment installments of $288,000 and $107,000 for the replacement of furniture, fixtures and equipment at the three hotel properties. Mortgage loans on the properties leased to Motorola, Inc., and Yale Security have matured and have been extended on a short-term basis to allow the Partnership to seek refinancing. The outstanding balances on the Motorola and Yale Security loans were $2,156,000 and $1,877,000, respectively, as of March 31, 1997. Cash reserves are sufficient to pay off one but not both loans. The Partnership has several unleveraged properties which could be refinanced without violating the credit agreement on its $10,000,000, note payable. The Partnership believes that both loans will be refinanced. Yale Security has over ten years remaining on its lease, and based on the credit quality of the lessee, Management believes the prospects for refinancing the loan are favorable. The initial term of the Motorola lease expires in December 2000, and a lender may consider a maturity which precedes the lease expiration date with an option to extend the maturity if Motorola elects to exercise it renewal option. The General Partners are currently investigating ways to provide liquidity for limited partners on a tax-effective basis. - 7 - 9 CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership PART II Item 6. - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: None (b) Reports on Form 8-K: During the quarter ended March 31, 1997, the Partnership was not required to file any reports on Form 8-K. - 8 - 10 CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership 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. CORPORATE PROPERTY ASSOCIATES 6 - a California limited partnership By: CAREY CORPORATE PROPERTY, INC. 05/16/97 By: /s/ Claude Fernandez ------------ ----------------------------- Date Claude Fernandez Executive Vice President and Chief Administrative Officer (Principal Financial Officer) 05/16/97 By: /s/ Michael D. Roberts ------------ ----------------------------- Date Michael D. Roberts First Vice President and Controller (Principal Accounting Officer) - 9 - EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1996 MAR-31-1997 3,647,685 0 0 0 0 3,647,685 97,557,672 17,020,169 88,183,991 1,172,651 41,769,217 0 0 0 41,758,790 88,193,991 0 4,346,408 0 0 1,577,462 0 926,725 1,743,557 0 1,743,557 0 0 0 1,743,557 34.19 34.19
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