-----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, MQi4AnuZOBwGm1ubSW14E14y4iJjVD94gU9i2UWXbI4jncaVDN30NKOXl6l7jVoe sDSylZ9V7w78rRV3pyb4sA== 0000927016-00-001683.txt : 20000510 0000927016-00-001683.hdr.sgml : 20000510 ACCESSION NUMBER: 0000927016-00-001683 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000509 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: 622508 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 FORM 10-Q 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, 2000 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, 2000 PART I FINANCIAL INFORMATION 2 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP BALANCE SHEETS
March 31, 2000 December 31, 1999 (Unaudited) (Audited) --------------- ------------------ Assets Real estate investments: Joint venture $1,553,933 $1,595,569 Property, net 4,167,277 4,061,102 ---------- ---------- 5,721,210 5,656,671 Cash and cash equivalents 2,138,701 2,305,383 ---------- ---------- $7,859,911 $7,962,054 ========== ========== Liabilities and Partners' Capital Accounts payable $ 62,382 $ 75,335 Accrued management fee - 13,696 Deferred disposition fees 1,369,577 1,369,577 ---------- ---------- Total liabilities 1,431,959 1,458,608 ---------- ---------- Partners' capital: Limited partners ($223.49 per unit; 160,000 units authorized; 48,788 units issued and outstanding) 6,417,496 6,492,235 General partners 10,456 11,211 ---------- ---------- Total partners' capital 6,427,952 6,503,446 ---------- ---------- $7,859,911 $7,962,054 ========== ==========
(See accompanying notes to unaudited financial statements) 3 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended March 31, 2000 1999 ------------ ------------ INVESTMENT ACTIVITY Property rentals $ 192,500 $ 183,255 Property operating expenses (48,516) (54,451) Depreciation and amortization (31,594) (32,851) ---------- ----------- 112,390 95,953 Joint venture earnings (loss) (41,636) 51,538 ---------- ----------- Total real estate activity 70,754 147,491 ---------- ----------- Interest on cash equivalents 32,244 42,149 ---------- ----------- Total investment activity 102,998 189,640 ---------- ----------- PORTFOLIO EXPENSES Management fee - 15,304 General and administrative 40,013 54,640 ---------- ----------- 40,013 69,944 ---------- ----------- Net income $ 62,985 $ 119,696 ========== =========== Net income per limited partnership unit $ 1.28 $ 2.43 ========== =========== Cash distributions per limited partnership unit $ 2.81 $ 3.61 ========== =========== Number of limited partnership units outstanding during the period 48,788 48,788 ========== ===========
(See accompanying notes to unaudited financial statements) 4 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP STATEMENTS OF PARTNERS' CAPITAL (Unaudited)
Three Months Ended March 31, 2000 1999 --------------------- --------------------- General Limited General Limited Partners Partners Partners Partners -------- ---------- -------- ---------- Balance at beginning of period $ 11,211 $6,492,235 $ 13,832 $6,981,503 Cash distributions (1,385) (137,094) (1,779) (176,125) Net income 630 62,355 1,197 118,499 -------- ---------- -------- ---------- Balance at end of period $ 10,456 $6,417,496 $ 13,250 $6,923,877 ======== ========== ======== ==========
(See accompanying notes to unaudited financial statements) 5 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP SUMMARIZED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended March 31, 2000 1999 ----------- ---------- Net cash provided by (used in) operating activities $ (24,567) $ 151,298 ---------- ---------- Cash flows from investing activities: Investment in property (3,636) - ---------- ---------- Net cash used in investing activities (3,636) - ---------- ---------- Cash flows from financing activity: Distributions to partners (138,479) (177,904) ---------- ---------- Net cash used in financing activities (138,479) (177,904) ---------- ---------- Net decrease in cash and cash equivalents (166,682) (26,606) Cash and cash equivalents: Beginning of period 2,305,383 2,605,486 ---------- ---------- End of period $2,138,701 $2,578,880 ========== ==========
(See accompanying notes to unaudited financial statements) 6 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, 2000 and December 31, 1999 and its operations, its cash flows and partners' capital for the three months ended March 31, 2000 and 1999. These adjustments are of a normal recurring nature. See notes to financial statements included in the Partnership's 1999 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 two 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 advisory services. Note 2 - Investment in Joint Venture Summarized Financial Information The following summarized financial information is presented in the aggregate for the Prentiss Copystar joint venture: 7 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP Assets and Liabilities ----------------------
March 31, 2000 December 31, 1999 -------------- ----------------- Assets Real property, at cost less accumulated depreciation of $436,246 and $423,431, respectively $2,342,621 $2,355,436 Other 1,920 11,877 ---------- ---------- 2,344,541 2,367,313 Liabilities 92,226 73,813 ---------- ---------- Net assets $2,252,315 $2,293,500 ========== ==========
Results of Operations ---------------------
Three Months Ended March 31, 2000 1999 --------- --------- Revenue: Rental income $ - $ 121,601 --------- --------- - 121,601 --------- --------- Expenses: Operating expenses 28,370 26,780 Depreciation and amortization 12,815 17,357 --------- --------- 41,185 44,137 --------- --------- Net income (loss) $ (41,185) $ 77,464 ========= =========
Liabilities and expenses exclude amounts owed and attributable to the Partnership and its affiliate on behalf of their various financing arrangements with the joint venture. 8 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP Note 3 - Property The following is a summary of the Partnership's remaining wholly-owned property (Wilmington Industrial):
March 31, 2000 December 31, 1999 -------------- ----------------- Land $ 2,770,056 $ 2,770,056 Buildings, improvements and other capitalized costs 4,911,714 4,908,078 Investment valuation allowance (1,500,000) (1,500,000) Accumulated depreciation and amortization (2,208,345) (2,176,751) Net operating assets 193,852 59,719 ------------- ------------- $ 4,167,277 $ 4,061,102 ============= =============
9 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP 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 and two investments were sold in 1998. Through March 31, 2000, capital of $37,884,369 ($776.51 per limited partnership unit) has been returned to the limited partners; $36,194,353 as a result of sales and $1,690,016, as a result of a discretionary reduction of original working capital previously held in reserves. At March 31, 2000, the Partnership had $2,138,701 in cash and cash equivalents which 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. There were no cash distributions made during the first quarter of 2000 due to insufficient cash flow from the properties. One property has been vacant since September 30, 1999 and the other remaining property has had property level obligations which has reduced its cash flow to the Partnership. Distributions of cash from operations relating to the first quarter of 1999 were made at the annualized rate of 5.5% based on an adjusted capital contribution of $228.20 per limited partnership unit. 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, 2000, the appraised value of each real estate investment exceeded its carrying value; the aggregate of such excess was approximately $2,470,000. 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 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 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP Results of Operations - --------------------- Form of Real Estate Investments The Wilmington Industrial investment is a wholly-owned property. The Prentiss Copystar real estate investment is structured as a joint venture. Operating Factors One of the Partnership's two industrial properties, Wilmington Industrial, was 67% leased at March 31, 2000 compared to 100% leased at March 31, 1999. The other industrial property, Prentiss Copystar was vacant at March 31, 2000 compared to 100% leased at March 31, 1999. Subsequent to quarter end, the Partnership negotiated a long-term lease with a single tenant, which is expected to commence on August 1, 2000, upon completion of tenant improvements. Investment Results Interest income on cash equivalents decreased $9,905 between the first quarter of 1999 and 2000 due to lower average investment balances. Real estate operating results were $70,754 for the first three months of 2000, and $147,491 for the comparable period of 1999. The decrease of $76,737 is primarily due to a loss in joint venture earnings as a result of Prentiss Copystar's vacancy. Operating results from the Partnership's remaining investment has increased by approximately $17,000 during the first three months of 2000, compared to the first three months of 1999. The increase is primarily due to an increase in rental income resulting from higher rental rates as well as a decrease in expenses. Cash flow from operations decreased by approximately $176,000 between the first three months of 1999 and 2000. The decrease is primarily due to the decrease in distributions from the joint venture as a result of the property being vacant as well as an increase 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 did not incur a management fee during the three months ended March 31, 2000 due to the suspension of cash distributions for the first quarter of 2000 as discussed above. General and administrative expenses decreased approximately $15,000 between the first quarter of 2000 and 1999 primarily due to lower taxes offset by an increase in investor servicing fees. 11 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP FORM 10-Q FOR QUARTER ENDED MARCH 31, 2000 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, 2000. 12 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 9, 2000 /s/ Alison Husid Cutler ------------------------------- Alison Husid Cutler President, Chief Executive Officer And Director of Managing General Partner, Sixth Copley Corp. May 9, 2000 /s/ Karin J. Lagerlund -------------------------------- Karin J. Lagerlund Principal Financial and Accounting Officer of Managing General Partner, Sixth Copley Corp. 13 EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS DEC-31-2000 MAR-31-2000 2,138,701 0 0 0 0 2,138,701 5,721,210 0 7,859,911 62,382 1,369,577 0 0 0 6,427,952 7,859,911 150,864 183,108 48,516 48,516 71,607 0 0 62,985 0 62,985 0 0 0 62,985 1.28 1.28
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