-----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, SWnn5KF3xhUOdfJPla+xNAhg4WHmQ5GgmzEAqQ4lJM3ocQ7rD2aRkzQjkRqlWaap W/Kya4hnyruuFCRdOxSvOg== 0000927016-97-001367.txt : 19970513 0000927016-97-001367.hdr.sgml : 19970513 ACCESSION NUMBER: 0000927016-97-001367 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970512 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: 97600408 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 QUARTERLY REPORT 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, 1997 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) 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 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP FORM 10-Q FOR QUARTER ENDED MARCH 31, 1997 PART I FINANCIAL INFORMATION COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP BALANCE SHEET (Unaudited)
March 31, 1997 December 31, 1996 -------------- ----------------- Assets Real estate investments: Joint ventures $15,384,590 $15,479,056 Property, net 8,349,689 8,350,231 ----------- ----------- 23,734,279 23,829,287 Cash and cash equivalents 3,773,847 3,076,103 Short-term investments 1,414,899 2,194,290 ----------- ----------- $28,923,025 $29,099,680 =========== =========== Liabilities and Partners' Capital Accounts payable $ 70,210 $ 86,347 Accrued management fee 51,517 51,517 Deferred disposition fees 582,677 582,677 ----------- ----------- Total liabilities 704,404 720,541 ----------- ----------- Partners' capital (deficit): Limited partners ($768.98 per unit; 160,000 units authorized; 48,788 units issued and outstanding) 28,256,390 28,415,303 General partners (37,769) (36,164) ----------- ----------- Total partners' capital 28,218,621 28,379,139 ----------- ----------- $28,923,025 $29,099,680 =========== ===========
(See accompanying notes to financial statements) COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP STATEMENT OF OPERATIONS (Unaudited)
Quarter Ended March 31, 1997 1996 ---------- ---------- INVESTMENT ACTIVITY Property rentals $ 219,288 $ 217,647 Property operating expenses (102,823) (117,516) Depreciation and amortization (75,731) (71,337) --------- --------- 40,734 28,794 Joint venture earnings 353,994 269,811 --------- --------- Total real estate activity 394,728 298,605 --------- --------- Interest on cash equivalents and short-term investments 66,052 67,710 --------- --------- Total investment activity 460,780 366,315 --------- --------- PORTFOLIO EXPENSES Management fee 51,517 51,517 General and administrative 48,883 51,271 --------- --------- 100,400 102,788 --------- --------- Net income $ 360,380 $ 263,527 ========= ========= Net income per limited partnership unit $ 7.31 $ 5.35 ========= ========= Cash distributions per limited partnership unit $ 10.57 $ 12.50 ========= ========= Number of limited partnership units outstanding during the period 48,788 48,788 ========= =========
(See accompanying notes to financial statements) COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) (Unaudited)
Quarter Ended March 31, 1997 1996 ----------------------- ---------------------- General Limited General Limited Partners Partners Partners Partners -------- -------- -------- -------- Balance at beginning $(36,164) $28,415,303 $(26,238) $29,397,948 of period Cash distributions (5,209) (515,689) (6,160) (609,850) Net income 3,604 356,776 2,635 260,892 -------- ----------- -------- ----------- Balance at end of period $(37,769) $28,256,390 $(29,763) $29,048,990 ======== =========== ======== ===========
(See accompanying notes to financial statements) COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP SUMMARIZED STATEMENT OF CASH FLOWS (Unaudited)
Quarter Ended March 31, 1997 1996 ----------- ------------ Net cash provided by operating activities $ 453,271 $ 455,449 ---------- ---------- Cash flows from investing activities: Investment in property - (81,968) Decrease (increase) in short-term investments, net 765,371 (410,012) ---------- ---------- Net cash provided by (used in) investing activities 765,371 (491,980) ---------- ---------- Cash flows from financing activity: Distributions to partners (520,898) (616,010) ---------- ---------- Net increase (decrease) in cash and cash equivalents 697,744 (652,541) Cash and cash equivalents: Beginning of period 3,076,103 2,997,934 ---------- ---------- End of period $3,773,847 $2,345,393 ========== ==========
(See accompanying notes to financial statements) COPLEY PENSION PROPERTIES VI; 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 March 31, 1997 and December 31, 1996 and its operations, its cash flows and changes in partners' capital (deficit) for the interim periods ended March 31, 1997 and 1996. These adjustments are of a normal recurring nature. See notes to financial statements included in the Partnership's 1996 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 three joint ventures: Assets and Liabilities ----------------------
March 31, 1997 December 31, 1996 -------------- ----------------- Assets Real property, at cost less accumulated depreciation of $6,346,208 and $6,158,575, respectively $ 17,011,885 $ 17,199,404 Other 787,440 739,700 -------------- ----------------- 17,799,325 17,939,104 Liabilities 212,935 235,655 -------------- ----------------- Net assets $ 17,586,390 $ 17,703,449 ============== =================
Results of Operations ---------------------
Quarter Ended March 31, 1997 1996 ---------- ---------- Revenue: Rental income $ 965,607 $ 916,666 Interest and other income 963 625 --------- ---------- 966,570 917,291 --------- ---------- Expenses: Operating expenses 317,890 350,701 Depreciation and amortization 191,517 223,644 --------- ---------- 509,407 574,345 --------- ---------- Net income $ 457,163 $ 342,946 ========= ==========
Liabilities and expenses exclude amounts owed and attributable to the Partnership and (with respect to two investments) 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 two wholly-owned properties:
March 31, 1997 December 31, 1996 --------------- ------------------ Land $ 3,408,203 $ 3,408,203 Buildings, improvements and other capitalized costs 8,869,433 8,869,433 Investment valuation allowance (1,500,000) (1,500,000) Accumulated depreciation and amortization (2,402,991) (2,330,843) Net operating liabilities (24,956) (96,562) -------------- --------------- $ 8,349,689 $ 8,350,231 ============== ===============
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 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 March 31, 1997 were made on April 24, 1997 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 and for the payment of related acquisition costs, or retained as 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 ($231.02 per limited partnership unit) has been returned to the limited partners. At March 31, 1997, the Partnership had $5,188,746 in cash, cash equivalents and short-term investments, of which $520,898 was used for cash distributions to partners on April 24, 1997; the remainder is being retained as working capital reserves. The source of future liquidity and cash distributions to partners will primarily be cash generated by the Partnership's short-term and real estate investments, and proceeds from the sale of such investments. Based on an adjusted capital contribution of $768.98 per limited partnership unit, distributions of cash from operations relating to the first quarter of 1997 and 1996 were made at the annualized rate of 5.5%. 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, 1997, the carrying value of one investment exceeded its appraised value by approximately $310,000. The appraised value of each of the other investments exceeded their related carrying values by an aggregate of approximately $5,900,000. The current appraised value of real estate investments has been estimated by the managing general partner and is generally based on a correlation 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 structured as joint ventures. Operating Factors Three of the Partnership's four industrial properties (Prentiss Copystar, Wilmington and White Phonic) were 100% leased at March 31, 1997. The Wilmington property was 73% leased at March 31, 1996. Stemmons Industrial has been vacant since February 1996, with the expiration of a short-term lease for 82% of the space. The Partnership is marketing this space to potential long- term tenants. There are no firm prospects at this time. Occupancy at Waterford Apartments, the Partnership's multi-family residential property, remained in the mid-90% range during the first quarter of 1997, which is consistent with the prior year. Investment Results Interest income on cash equivalents and short-term investments did not change significantly between the first quarter of 1996 and 1997, as investment balances and interest rates were relatively consistent. Total real estate activity for the first quarter of 1997 was $394,728, an increase from $298,605 for the comparable period of 1996. Operating income at Wilmington increased approximately $20,000 due to improved occupancy. In addition, operating results at Waterford Apartments increased by $67,000 due to higher rental rates and lower operating expenses for repairs and maintenance. Operating results at Prentiss also improved due to lower operating expenses for landscaping and improvements. Cash flow from operations was relatively unchanged between the first quarters of 1996 and 1997, since the increases in operating results were offset by differences in the timing of cash distributions from joint ventures. 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 was unchanged between the first quarters of 1996 and 1997. General and administrative expenses decreased primarily due to lower professional fees. COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP FORM 10-Q FOR QUARTER ENDED MARCH 31, 1997 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 March 31, 1997. 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) May 12, 1997 /s/ James J. Finnegan ------------------------------- James J. Finnegan Managing Director and General Counsel of Managing General Partner, Sixth Copley Corp. May 12, 1997 /s/ Daniel C. Mackowiak -------------------------------- Daniel C. Mackowiak Principal Financial and Accounting Officer of Managing General Partner, Sixth Copley Corp. EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS DEC-31-1997 MAR-31-1997 3,773,847 1,414,899 0 0 0 5,188,746 23,734,279 0 28,923,025 121,727 582,677 0 0 0 28,218,621 28,923,025 573,282 639,334 102,823 102,823 176,131 0 0 360,380 0 360,380 0 0 0 360,380 7.31 7.31
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