-----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, Jjn/CreX49+jg/AjbUXsDvCHuWUCB992GvvWU5YHLHSipw/CV/8uDTg0/yaMdv0V b24aZpQMnB+id3MzNiUXWQ== 0000841285-96-000004.txt : 19961115 0000841285-96-000004.hdr.sgml : 19961115 ACCESSION NUMBER: 0000841285-96-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961113 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COPLEY PENSION PROPERTIES VI CENTRAL INDEX KEY: 0000824209 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 042988542 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-17807 FILM NUMBER: 96661312 BUSINESS ADDRESS: STREET 1: 399 BOYLSTON ST 13TH FL. CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6175781200 MAIL ADDRESS: STREET 1: 399 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: NEW ENGLAND PENSION PROPERTIES VI DATE OF NAME CHANGE: 19880113 10-Q 1 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, 1996 Commission File Number 0-17807 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Massachusetts 04-2988542 (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 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 1996 PART I FINANCIAL INFORMATION BALANCE SHEET (Unaudited)
September 30, 1996 December 31, 1995 ------------------ ----------------- Assets Real estate investments: Joint ventures $ 15,681,433 $ 16,200,967 Property, net 8,349,370 8,371,374 ------------ ---------- 24,030,803 24,572,341 Cash and cash equivalents 3,342,552 2,997,934 Short-term investments 1,832,007 2,524,633 ------------ ---------- $ 29,205,362 $ 30,094,908 ============ ========== Liabilities and Partners' Capital Accounts payable $ 86,709 $ 79,597 Accrued management fee 51,517 60,924 Deferred disposition fees 582,677 582,677 ------------ ----------- Total liabilities 720,903 723,198 ------------ ----------- Partners' capital (deficit): Limited partners ($768.98 per unit; 160,000 units authorized; 48,788 units issued and outstanding) 28,519,569 29,397,948 General partners (35,110) (26,238) ------------ ----------- Total partners' capital 28,484,459 29,371,710 ------------ ----------- $ 29,205,362 $ 30,094,908 ============ =========== (See accompanying notes to financial statements)
STATEMENT OF OPERATIONS (Unaudited)
Quarter Ended Nine Months Ended Quarter Ended Nine Months Ended September 30, 1996 September 30, 1996 September 30, 1995 September 30, 1995 ------------------- ------------------- ------------------- ------------------ Investment Activity Property rentals $ 187,566 $ 577,408 $ 301,912 $ 1,002,214 Property operating expenses (99,985) (312,241) (72,178) (224,274) Depreciation and amortization (71,958) (214,929) (126,517) (399,305) ------------- ------------ ------------- ------------- 15,623 50,238 103,217 378,635 Joint venture earnings 314,860 829,809 305,753 885,964 Investment valuation allowance -- -- -- (1,500,000) ------------- ------------ ------------- ------------- Total real estate activity 330,483 880,047 408,970 (235,401) ------------- ------------ ------------- ------------- Interest on cash equivalents and short-term investments 67,339 200,107 74,123 225,863 ------------- ------------ ------------- ------------- Total investment activity 397,822 1,080,154 483,093 (9,538) ------------- ------------ ------------- ------------- Portfolio Expenses Management fee 51,517 154,552 60,924 182,772 General and administrative 47,248 155,047 44,973 155,437 ------------- ------------ ------------- ------------- 98,765 309,599 105,897 338,209 ------------- ------------ ------------- ------------- Net income (loss) $ 299,057 $ 770,555 $ 377,196 $ (347,747) ============= ============ ============= ============= Net income (loss) per limited partnership unit $ 6.07 $ 15.64 $ 7.65 $ (7.06) ============= ============ ============= ============= Cash distributions per limited partnership unit $ 10.57 $ 33.64 $ 12.50 $ 37.50 ============= ============ ============= ============= Number of limited partnership units outstanding during the period 48,788 48,788 48,788 48,788 ============= ============ ============= ============= (See accompanying notes to financial statements)
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) (Unaudited)
Quarter Ended Nine Months Ended Quarter Ended Nine Months Ended September 30, 1996 September 30, 1996 September 30, 1995 September 30, 1995 -------------------- -------------------- --------------------- --------------------- General Limited General Limited General Limited General Limited Partners Partners Partners Partners Partners Partners Partners Partners -------- -------- -------- -------- --------- -------- -------- -------- Balance at beginning of period $ (32,892) $28,739,192 $ (26,238) $29,397,948 $ (19,105) $ 30,104,096 $ 464 $ 32,041,490 Cash distributions (5,209) (515,689) (16,578) (1,641,228) (6,160) (609,850) (18,480) (1,829,550) Net income (loss) 2,991 296,066 7,706 762,849 3,772 373,424 (3,477) (344,270) --------- ----------- --------- ---------- --------- ----------- --------- ---------- Balance at end of period $ (35,110) $28,519,569 $ (35,110) $28,519,569 $ (21,493) $ 29,867,670 $ (21,493) $ 29,867,670 ========== =========== ========== ========== ========= =========== ========== =========== (See accompanying notes to financial statements)
SUMMARIZED STATEMENT OF CASH FLOWS (Unaudited)
Nine Months Ended September 30, 1996 1995 ----------- ---------- Net cash provided by operating activities $ 1,444,001 $ 1,917,412 ------------ ------------ Cash flows from investing activities: Investment in property (134,203) (12,014) Decrease (increase) in short-term investments, net 692,626 (231,891) ------------ ------------ Net cash provided by (used in) investing activities 558,423 (243,905) ------------ ------------ Cash flows from financing activity: Distributions to partners (1,657,806) (1,848,030) ------------ ------------ Net increase (decrease) in cash and cash equivalents 344,618 (174,523) Cash and cash equivalents: Beginning of period 2,997,934 4,652,903 ------------ ------------ End of period $ 3,342,552 $ 4,478,380 ============ ============ (See accompanying notes to financial statements)
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, 1996 and December 31, 1995 and its operations, its cash flows and changes in partners' capital (deficit) for the interim periods ended September 30, 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 - ---------------------------------- Copley Pension Properties VI; 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 organizations intended to be exempt from federal income tax. The Partnership commenced operations in July 1988, and acquired the five real estate investments it currently owns prior to the end of 1991. It intends to dispose of its investments within eight to twelve years of their acquisition, and then liquidate. Note 2 - Investments in Joint Ventures - -------------------------------------- Summarized Financial Information The following summarized financial information is presented in the aggregate for the Partnership's joint ventures: Assets and Liabilities ------------------------
September 30, 1996 December 31, 1995 ------------------ ----------------- Assets Real property, at cost less accumulated depreciation of $5,996,889 and $5,295,528, respectively $ 17,287,052 $ 18,062,468 Other 900,042 885,699 -------------- -------------- 18,187,094 18,948,167 Liabilities 316,879 354,196 -------------- -------------- Net assets $ 17,870,215 $ 18,593,971 ============== ==============
Results of Operations ----------------------
Nine Months Ended September 30, 1996 1995 --------- --------- Revenue: Rental income $ 2,749,886 $ 2,714,578 Other income 3,891 5,750 ------------- ------------ 2,753,777 2,720,328 ------------- ------------ Expenses: Operating expenses 1,020,926 910,746 Depreciation and amortization 670,932 680,986 ------------- ------------ 1,691,858 1,591,732 ------------- ------------ Net income $ 1,061,919 $ 1,128,596 ============= ============
Liabilities and expenses exclude amounts owed and attributable to the Partnership and (with respect to two joint ventures) its affiliates on behalf of their various financing arrangements with the joint ventures. Note 3 - Property - ----------------- The following is a summary of the Partnership's investment in property at September 30, 1996 and December 31, 1995:
September 30, 1996 December 31, 1995 ------------------- ----------------- Land $ 3,408,203 $ 3,408,203 Buildings, improvements and other capitalized costs 8,869,061 8,702,871 Investment valuation allowance (1,500,000) (1,500,000) Accumulated depreciation and amortization (2,262,413) (2,058,235) Net operating liabilities (165,481) (181,465) ------------- -------------- $ 8,349,370 $ 8,371,374 ============= ==============
The Wilmington Industrial building is being depreciated over 30 years and capitalized improvements are being depreciated over seven years. The building and improvements of Stemmons Industrial are being depreciated over 25 years. During the second quarter of 1995, as a result of a revision to long- term rental assumptions, the managing general partner determined that the carrying value of the Wilmington Industrial property would not be recovered through expected future undiscounted cash flows. Accordingly, the carrying value was reduced to the estimated net fair market value through the recognition of an investment valuation allowance of $1,500,000. Note 4 - Subsequent Event - ------------------------- Distributions of cash from operations relating to the quarter ended September 30, 1996 were made on October 24, 1996 in the aggregate amount of $520,898 ($10.57 per limited partnership unit). Management's Discussion and Analysis of Financial Condition and - --------------------------------------------------------------- Results of Operations - --------------------- Liquidity and Capital Resources - ------------------------------- The Partnership completed its offering of units of limited partnership interest on December 31, 1988. A total of 48,788 units were sold. The Partnership received proceeds of $43,472,858, 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 seven real estate investments; one was sold in 1990, and another in 1994. As a result of these sales, capital of $11,271,004 has been returned to the limited partners ($231.02 per limited partnership unit). At September 30, 1996, the Partnership had $5,174,559 in cash, cash equivalents and short-term investments, of which $520,898 was used for cash distributions to partners on October 24, 1996; the remainder is being retained as working capital reserves. The source of cash distributions to partners is primarily cash generated by the Partnership's short-term and real estate investments. Based on an adjusted capital contribution of $768.98 per limited partnership unit, distributions of cash from operations relating to the first, second and third quarters of 1996 were made at the annualized rate of 5.5%. The distribution rate for the comparative prior year quarters was 6.5%. The decrease in the distribution rate is due to the decline in cash flow from operations as a result of the vacancy at Stemmons Industrial. 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, 1996, the carrying value of one investment exceeded its appraised value by $200,000. The appraised value of each of the other investments exceeded their related carrying values by a total of $4,700,000. 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 - --------------------- Form of Real Estate Investments The Wilmington Industrial and Stemmons Industrial investments are wholly-owned properties. The other three real estate investments in the portfolio are joint ventures. Operating Factors Three of the Partnership's four industrial properties (Prentiss Copystar, Wilmington and White Phonic) were 100% leased at September 30, 1996. Wilmington was 73% occupied at the beginning of the third quarter. Upon expiration of its lease on September 30, 1995, the sole tenant at Stemmons Industrial vacated the property. The Partnership negotiated a four-month lease for 82% of the space, beginning November 1, 1995, with a corporation that needed temporary warehouse capacity. That lease expired at the end of February 1996 and the tenant vacated. The Partnership is marketing this space to potential long-term tenants. There are no firm prospects at this time. During the second quarter of 1995, the managing general partner determined the Partnership would likely not recover the carrying value of its investment in the Wilmington Industrial Property over the projected holding period. Accordingly, the carrying value was reduced to estimated net fair market value, with a charge to operations of $1,500,000. Occupancy at Waterford Apartments, the Partnership's multi-family residential property, remained in the mid 90% range during the first nine months of 1996, which is consistent with the prior year. Investment Results - ------------------ Interest income on cash equivalents and short-term investments decreased by $26,000, or 11%, between the first nine months of 1996 and 1995, due primarily to lower average investment balances and lower average yields. The investment valuation allowance of $1,500,000 recognized during the second quarter of 1995 relates to the reduction in the carrying value of the Wilmington Industrial property to its estimated net fair market value. Total real estate activity for the first nine months of 1996 was $880,047, a decrease from $1,264,599 for the comparable period of 1995, exclusive of the investment valuation allowance in 1995. Operating income at Stemmons Industrial decreased $502,000 due to lower rental revenue and higher expenses as a result of the vacancy and lease rollover. In addition, operating results at Waterford Apartments decreased by $52,000 due to higher operating expenses for repairs and maintenance. These decreases were partially offset by lower depreciation and amortization expense at Wilmington since the related assets have been fully depreciated. Cash flow from operations decreased by $473,000 between the first nine months of 1996 and 1995. This decrease is primarily attributable to the operating results at Stemmons Industrial and Waterford Apartments, partially offset by changes in property working capital. 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 decreased between the first nine months of 1996 and 1995 due to a decrease in the distributable cash flow. General and administrative expenses were relatively unchanged during the comparative nine month periods. COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 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 September 30, 1996. 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. COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP (Registrant) November 12, 1996 /s/ Peter P. Twining ------------------------------- Peter P. Twining. Managing Director and General Counsel of Managing General Partner, Sixth Copley Corp. November 12, 1996 /s/ Daniel C. Mackowiak -------------------------------- Daniel C. Mackowiak Principal Financial and Accounting Officer of Managing General Partner, Sixth Copley Corp. EX-27 2
5 9-MOS DEC-31-1996 SEP-30-1996 3342552 1832007 0 0 0 5174559 24030803 0 29205362 138226 582677 0 0 0 28484459 29205362 1407217 1607324 312241 312241 524528 0 0 770555 0 770555 0 0 0 770555 15.64 15.64
-----END PRIVACY-ENHANCED MESSAGE-----