-----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, LA63PBXwJA75iq7BiJkWH829pi75Xg2MKHQnmCYdD950h3r8diJ4Gc1gswJReBDa YMYtX77QvTgt0/dre/Sgdg== /in/edgar/work/20000809/0000927016-00-002796/0000927016-00-002796.txt : 20000921 0000927016-00-002796.hdr.sgml : 20000921 ACCESSION NUMBER: 0000927016-00-002796 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COPLEY PENSION PROPERTIES VI CENTRAL INDEX KEY: 0000824209 STANDARD INDUSTRIAL CLASSIFICATION: [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: 689181 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 0001.txt 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 June 30, 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) World Trade Center East Two Seaport Lane, 16th Fl. Boston, Massachusetts 02210 (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: 225 Franklin Street, 25th Fl. Boston, Massachusetts 02110 (Address of principal executive offices) (Zip Code) 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 JUNE 30, 2000 PART I FINANCIAL INFORMATION 2 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP BALANCE SHEETS
June 30, 2000 December 31, 1999 (Unaudited) (Audited) --------------- ----------------- ASSETS Real estate investments: Joint venture $1,648,020 $1,595,569 Property, net 4,337,663 4,061,102 ---------- ---------- 5,985,683 5,656,671 Cash and cash equivalents 1,876,305 2,305,383 ---------- ---------- $7,861,988 $7,962,054 ========== ========== LIABILITIES AND PARTNERS' CAPITAL Accounts payable $ 62,543 $ 75,335 Accrued management fee -- 13,696 Deferred disposition fees 1,369,577 1,369,577 ---------- ---------- Total liabilities 1,432,120 1,458,608 ---------- ---------- Partners' capital: Limited partners ($223.49 per unit; 160,000 units authorized, 48,788 units issued and outstanding) 6,419,393 6,492,235 General partners 10,475 11,211 ---------- ---------- Total partners' capital 6,429,868 6,503,446 ---------- ---------- $7,861,988 $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 Six Months Ended Three Months Ended Six Months Ended June 30, 2000 June 30, 2000 June 30, 1999 June 30, 1999 ------------- ------------- ------------- ------------- INVESTMENT ACTIVITY Property rentals $ 142,225 $ 334,725 $ 188,760 $ 372,015 Property operating expenses (60,304) (108,820) (44,682) (99,133) Depreciation and amortization (46,218) (77,812) (15,201) (48,052) --------- --------- --------- --------- 35,703 148,093 128,877 224,830 Joint venture earnings (losses) (25,974) (67,610) 48,097 99,635 --------- --------- --------- --------- Total real estate activity 9,729 80,483 176,974 324,465 --------- --------- --------- --------- Interest on cash equivalents 30,910 63,154 31,314 73,463 --------- --------- --------- --------- Total investment activity 40,639 143,637 208,288 397,928 --------- --------- --------- --------- PORTFOLIO EXPENSES Management fee -- -- 15,304 30,608 General and administrative 38,723 78,736 38,316 92,956 --------- --------- --------- --------- 38,723 78,736 53,620 123,564 --------- --------- --------- --------- Net income (loss) $ 1,916 $ 64,901 $ 154,668 $ 274,364 ========= ========= ========= =========
4 COPLEY PENSION PROPERTIES VI A REAL ESTATE LIMITED PARTNERSHIP; Net income per limited partnership unit $ .04 $ 1.32 $ 3.14 $ 5.57 ============= ============ ============= ========== Cash distributions per limited partnership unit $ -- $ 2.81 $ 3.14 $ 6.75 ============= ============ ============= ========== Number of limited partnership units outstanding during the period 48,788 48,788 48,788 48,788 ============= ============ ============= ==========
(See accompanying notes to unaudited financial statements) 5 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP STATEMENTS OF PARTNERS' CAPITAL (Unaudited)
Three Months Ended Six Months Ended Three Months Ended Six Months Ended June 30, 2000 June 30, 2000 June 30, 1999 June 30, 1999 ------------------------- --------------------- ----------------------- ---------------------- General Limited General Limited General Limited General Limited Partners Partners Partners Partners Partners Partners Partners Partners -------- -------- -------- -------- -------- -------- -------- -------- Balance at beginning of period $ 10,456 $ 6,417,496 $ 11,211 $ 6,492,235 $ 13,250 $ 6,923,877 $ 13,832 $ 6,981,503 Cash distributions -- -- (1,385) (137,094) (1,547) (153,194) (3,326) (329,319) Net income (loss) 19 1,897 649 64,252 1,547 153,121 2,744 271,620 --------- ----------- --------- ----------- --------- ----------- --------- ----------- Balance at end of period $ 10,475 $ 6,419,393 $ 10,475 $ 6,419,393 $ 13,250 $ 6,923,804 $ 13,250 $ 6,923,804 ========= =========== ========= =========== ========= =========== ========= ===========
(See accompanying notes to unaudited financial statements) 6 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP SUMMARIZED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended June 30, 2000 1999 ----------- ----------- Net cash provided by operating activities $ 127,135 $ 257,916 ----------- ----------- Cash flows from investing activities: Investment in property (297,673) - Investment in joint venture (120,061) - ----------- ----------- Net cash used in investing activities (417,734) - ----------- ----------- Cash flows from financing activities: Distributions to partners (138,479) (332,645) ----------- ----------- Net cash used in financing activities (138,479) (332,645) ----------- ----------- Net decrease in cash and cash equivalents (429,078) (74,729) Cash and cash equivalents: Beginning of period 2,305,383 2,605,486 ----------- ----------- End of period $ 1,876,305 $ 2,530,757 =========== ===========
(See accompanying notes to unaudited financial statements) 7 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 June 30, 2000 and December 31, 1999, its results of operations, and partners' capital for the three and six months ended June 30, 2000 and 1999 and its cash flows for the six month periods ended June 30, 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 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 - Investments in Joint Ventures - -------------------------------------- Summarized Financial Information The following summarized financial information is presented in the aggregate for the Prentiss Copystar joint venture: 8 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP
Assets and Liabilities ------------------------ June 30, 2000 December 31, 1999 ------------- ----------------- Assets Real property, at cost less accumulated depreciation of $449,062 and $423,431, respectively $2,455,077 $2,355,436 Other 61,057 11,877 ---------- ---------- 2,516,134 2,367,313 Liabilities 146,471 73,813 ---------- ---------- Net assets $2,369,663 $2,293,500 ========== ========== Results of Operations --------------------- Six Months Ended June 30, 2000 1999 ---------- --------- Revenue: Rental income $ - $ 243,948 ---------- --------- - 243,948 ---------- --------- Expenses: Operating expenses 72,208 59,293 Depreciation and amortization 25,631 34,715 ---------- --------- 97,839 94,008 ---------- --------- Net income (loss) $ (97,839) $ 149,940 ========== =========
Liabilities and expenses exclude amounts owed and attributable to the Partnership and its affiliates on behalf of financing arrangements with the joint venture. 9 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP Note 3 - Property - ----------------- The following is a summary of the Partnership's last remaining wholly- owned property (Wilmington Industrial):
June 30, 2000 December 31, 1999 --------------- ----------------- Land $ 2,770,056 $ 2,770,056 Buildings, improvements and other capitalized costs 5,276,380 4,908,078 Investment valuation allowance (1,500,000) (1,500,000) Accumulated depreciation and amortization (2,254,563) (2,176,751) Other assets and liabilities, net 45,790 59,719 ------------- ------------- $ 4,337,663 $ 4,061,102 ============= =============
10 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 June 30, 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 June 30, 2000, the Partnership had $1,876,305 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 relating to the first and second quarters 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 reduced its cash flow to the Partnership due to payments of capital expenditures. Based on an adjusted capital contribution of $228.20 per limited partnership unit, distributions of cash from operations relating to the first and second quarters of 1999 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 June 30, 2000, the aggregate appraised value of the real estate investments exceeded their carrying value by approximately $2,200,000. 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. 11 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 77% leased at June 30, 2000 compared to 100% leased at June 30, 1999. The other industrial property, Prentiss Copystar was vacant at June 30, 2000 compared to 100% leased at June 30, 1999. During the first quarter of 2000, the Partnership executed a long-term lease with a single tenant, which is expected to commence during August 2000, upon completion of tenant improvements. Investment Results For the three and six months ended June 30, 2000, results from real estate operations were $9,729 and $80,483, respectively, compared to $176,974 and $324,465 for the comparable periods in 1999. The decreases of $167,245 and $243,982 for the comparative three and six month periods, respectively, are primarily due to a decrease in joint venture earnings as a result of Prentiss Copystar's vacancy and a decrease in operating results at Wilmington Industrial. The decrease at Wilmington Industrial is due to lower occupancy and an increase in depreciation and operating expenses. Interest on cash equivalents for the three and six months ended June 30, 2000, was $30,910 and $63,154, respectively, compared to $31,314 and $73,463 for the same periods in 1999. The decreases of approximately $400 and $10,000 for the comparative three and six month periods are primarily due to lower average investment balances. 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 primarily consist of real estate appraisal, printing, legal, accounting and investor servicing fees. 12 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP The Partnership did not incur a management fee during the three and six month periods ended June 30, 2000 due to the suspension of cash distributions for the first and second quarters of 2000 due to the joint venture's property being vacant and the other remaining property has reduced its cash flow to the Partnership due to payments of capital expenditures. General and administrative expenses for the three and six month periods ended June 30, 2000 were $38,723 and $78,736, respectively, compared to $38,316 and $92,956 for the same periods in 1999. The overall six month decrease is primarily due to lower taxes offset by increases in investor servicing fees, legal fees and printing fees. 13 COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP FORM 10-Q FOR QUARTER ENDED JUNE 30, 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 June 30, 2000. 14 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) August 9, 2000 /s/ Alison L. Husid -------------------------------- Alison L. Husid President, Chief Executive Officer And Director of Managing General Partner, Sixth Copley Corp. August 9, 2000 /s/ Karin J. Lagerlund -------------------------------- Karin J. Lagerlund Principal Financial and Accounting Officer of Managing General Partner, Sixth Copley Corp. 15 EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
5 6-MOS DEC-31-2000 JUN-30-2000 1,876,305 0 0 0 0 1,876,305 5,985,683 0 7,861,988 62,543 1,369,577 0 0 0 6,429,868 7,861,988 267,115 330,269 108,820 108,820 156,548 0 0 64,901 0 64,901 0 0 0 64,901 1.32 1.32
-----END PRIVACY-ENHANCED MESSAGE-----