-----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, CgWf813P3uX5JG/rwxldM/xWnHWXIayNtITXzb3kqWd/ZZrbHShN71kmbgRIhF+f z5umf0QpSOkbLF88O2sDsw== 0000927016-98-002100.txt : 19980518 0000927016-98-002100.hdr.sgml : 19980518 ACCESSION NUMBER: 0000927016-98-002100 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980515 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: SEC FILE NUMBER: 000-17807 FILM NUMBER: 98622386 BUSINESS ADDRESS: STREET 1: 255 FRANKLIN STREET CITY: BOSTON STATE: MA ZIP: 02110 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, 1998 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, 1998 PART I FINANCIAL INFORMATION COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP BALANCE SHEETS (Unaudited)
March 31, 1998 December 31, 1997 -------------- ----------------- Assets Real estate investments: Joint ventures $ 14,891,065 $ 14,966,370 Property, net 4,174,953 4,201,553 ------------- ------------- 19,066,018 19,167,923 Cash and cash equivalents 3,518,975 2,105,728 Short-term investments -- 1,432,651 ------------- ------------- $ 22,584,993 $ 22,706,302 ============= ============= Liabilities and Partners' Capital Accounts payable $ 69,286 $ 92,737 Accrued management fee 50,299 53,028 Deferred disposition fees 717,677 717,677 ------------- ------------- Total liabilities 837,262 863,442 ------------- ------------- Partners' capital (deficit): Limited partners ($660.29 per unit; 160,000 units authorized; 48,788 units issued and outstanding) 21,797,183 21,891,360 General partners (49,452) (48,500) ------------- ------------- Total partners' capital 21,747,731 21,842,860 ------------- ------------- $ 22,584,993 $ 22,706,302 ============= =============
(See accompanying notes to financial statements) COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS (Unaudited)
Quarter Ended March 31, 1998 1997 -------- -------- INVESTMENT ACTIVITY Property rentals $ 178,520 $ 219,288 Property operating expenses (45,934) (102,823) Depreciation and amortization (36,910) (75,731) --------- --------- 95,676 40,734 Joint venture earnings 406,957 353,994 --------- --------- Total real estate activity 502,633 394,728 --------- --------- Interest on cash equivalents and short-term investments 46,132 66,052 --------- --------- Total investment activity 548,765 460,780 --------- --------- PORTFOLIO EXPENSES Management fee 50,299 51,517 General and administrative 57,420 48,883 --------- --------- 107,719 100,400 --------- --------- Net income $ 441,046 $ 360,380 ========= ========= Net income per limited partnership unit $ 8.95 $ 7.31 ========= ========= Cash distributions per limited partnership unit $ 10.88 $ 10.57 ========= ========= 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 STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) (Unaudited)
Quarter Ended March 31, 1998 1997 ------------------------ ------------------------ General Limited General Limited Partners Partners Partners Partners --------- ------------ --------- ------------ Balance at beginning $(48,500) $21,891,360 $(36,164) $28,415,303 of period Cash distributions (5,362) (530,813) (5,209) (515,689) Net income 4,410 436,636 3,604 356,776 -------- ----------- -------- ----------- Balance at end of period $(49,452) $21,797,183 $(37,769) $28,256,390 ========= ============ ========= ===========
(See accompanying notes to financial statements) COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP SUMMARIZED STATEMENTS OF CASH FLOWS (Unaudited)
Quarter Ended March 31, 1998 1997 ----------- ----------- Net cash provided by operating activities $ 543,803 $ 453,271 ---------- ---------- Cash flows from investing activities: Decrease in short-term investments, net 1,405,619 765,371 ---------- ---------- Net cash provided by investing activities 1,405,619 765,371 ---------- ---------- Cash flows from financing activity: Distributions to partners (536,175) (520,898) ---------- ---------- Net increase in cash and cash equivalents 1,413,247 697,744 Cash and cash equivalents: Beginning of period 2,105,728 3,076,103 ---------- ---------- End of period $3,518,975 $3,773,847 ========== ==========
(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, 1998 and December 31, 1997 and its operations, its cash flows and partners' capital (deficit) for the interim periods ended March 31, 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 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 four 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; however, the managing general partner could extend the investment period if it is considered to be in the best interest of the limited partners. The Partnership has engaged AEW Real Estate Advisors, Inc. (the "Advisor") to provide asset management services. 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, 1998 December 31, 1997 -------------- ----------------- Assets Real property, at cost less accumulated depreciation of $7,080,674 and $6,910,873, respectively $ 16,292,094 $ 16,461,895 Other 889,054 1,029,387 -------------- -------------- 17,181,148 17,491,282 Liabilities 365,978 379,809 -------------- -------------- Net assets $ 16,815,170 $ 17,111,473 ============== ==============
Results of Operations ---------------------
Quarter Ended March 31, 1998 1997 ---------- ---------- Revenue: Rental income $992,604 $965,607 Interest and other income 1,805 963 -------- -------- 994,409 966,570 -------- -------- Expenses: Operating expenses 298,627 317,890 Depreciation and amortization 175,164 191,517 -------- -------- 473,791 509,407 -------- -------- Net income $520,618 $457,163 ======== ========
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 one wholly-owned property:
March 31, 1998 December 31, 1997 --------------- ------------------ Land $ 2,770,056 $ 2,770,056 Buildings, improvements and other capitalized costs 4,894,641 4,894,641 Investment valuation allowance (1,500,000) (1,500,000) Accumulated depreciation and amortization (1,952,280) (1,918,953) Net operating liabilities (37,464) (44,191) -------------- -------------- $ 4,174,953 $ 4,201,553 ============== ==============
Note 4 - Subsequent Event Distributions of cash from operations relating to the quarter ended March 31, 1998 were made on April 29, 1998 in the aggregate amount of $508,578 ($10.32 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 investment was sold in each of 1990, 1994 and 1997. Through March 31, 1998, capital of $16,573,771 ($339.71 per limited partnership unit) has been returned to the limited partners; $15,605,329 as a result of sales and $968,442 in 1997, as a result of a discretionary reduction of original working capital previously held in reserves. At March 31, 1998, the Partnership had $3,518,975 in cash and cash equivalents, of which $508,578 was used for cash distributions to partners on April 29, 1998; 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 invested cash and cash equivalents and real estate investments, and proceeds from the sale of such investments. Based on an adjusted capital contribution of $660.29 per limited partnership unit, distributions of cash from operations relating to the first quarter of 1998 were made at the annualized rate of 6.25% while distributions of cash from operations relating to the first quarter of 1997 were made at the annualized rate of 5.5% on an adjusted capital contribution of $768.98. 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, 1998, the aggregate appraised value of each real estate investment exceeded their carrying value by approximately $9,600,000. 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 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 investment is a wholly-owned property. Effective July 1, 1994, the Stemmons Industrial joint venture was converted to a wholly- owned property and subsequently sold in September 1997. 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, 1998 and March 31, 1997 As discussed above, the Partnership sold its Stemmons Industrial investment on September 29, 1997, and recognized a gain of $248,172. Stemmons Industrial was vacant at the time of sale, as it had been since February 1996, with the expiration of a short term lease for 82% of the space. Occupancy at Waterford Apartments, the Partnership's multi-family residential property, remained in the mid-90% range during the first quarter of 1998, which is consistent with the prior year. Investment Results Interest income on cash equivalents and short-term investments decreased approximately $20,000 or 30% between the first quarter of 1997 and 1998 primarily due to lower short-term investment balances. Exclusive of net losses from operations from Stemmons Industrial of approximately $36,000 in 1997, total real estate activity for the first quarter of 1998 and 1997 was $502,633 and $430,728, respectively. This increase of approximately $72,000 is primarily due to improved operating results at Waterford Apartments of approximately $46,000 due to higher rental rates and lower operating expenses for advertising and salaries. In addition, operating results at Wilmington Industrial increased approximately $20,000 primarily due to lower operating expenses for repairs and maintenance and legal expenses compared to the same period in 1997. Operating results from the remainder of the Partnership's investments were relatively unchanged between the respective periods. Cash flow from operations increased by approximately $91,000 between the first three months of 1997 and 1998. This increase is primarily attributable to the increased operating results discussed above, increases in cash flow from Waterford Apartments and changes in 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 approximately $1,200 between the first quarter of 1997 and 1998 due to a decrease in the distributable cash flow. General and administrative expenses increased approximately $8,500 due primarily to an increase in legal fees. COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP FORM 10-Q FOR QUARTER ENDED MARCH 31, 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 March 31, 1998. 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 15, 1998 /s/ Wesley M. Gardiner, Jr. ------------------------------- Wesley M. Gardiner, Jr. President, Chief Executive Officer And Director of Managing General Partner, Sixth Copley Corp. May 15, 1998 /s/ Karin J. Lagerlund -------------------------------- Karin J. Lagerlund Principal Financial and Accounting Officer of Managing General Partner, Sixth Copley Corp.
EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS DEC-31-1998 MAR-31-1998 3,518,975 0 0 0 0 3,518,975 19,066,018 0 22,584,993 119,585 717,677 0 0 0 21,747,731 22,584,993 585,477 631,609 45,934 45,934 144,629 0 0 441,046 0 441,046 0 0 0 441,046 8.95 8.95
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