-----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, S0q9F36yIQ68N7fTgY5IH3+FT0YAfsiHT3Sk5GLQVRcCL1FdobXJH0OGzjZHUHRz cG25/5vymwix/IS8dXiNNA== 0000927016-97-002281.txt : 19970813 0000927016-97-002281.hdr.sgml : 19970813 ACCESSION NUMBER: 0000927016-97-002281 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970812 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: 97656684 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 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, 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 JUNE 30, 1997 PART I FINANCIAL INFORMATION BALANCE SHEETS (Unaudited)
June 30, 1997 December 31, 1996 ------------- ----------------- ASSETS Real estate investments: Joint ventures $15,240,872 $15,479,056 Property, net 8,278,828 8,350,231 ----------- ----------- 23,519,700 23,829,287 Cash and cash equivalents 3,927,409 3,076,103 Short-term investments 1,260,485 2,194,290 ----------- ----------- $28,707,594 $29,099,680 =========== =========== LIABILITIES AND PARTNERS' CAPITAL Accounts payable $ 87,161 $ 86,347 Accrued management fee 51,517 51,517 Deferred disposition fees 582,677 582,677 ----------- ----------- Total liabilities 721,355 720,541 ----------- ----------- Partners' capital (deficit): Limited partners ($768.98 per unit; 160,000 units authorized, 48,788 units issued and outstanding) 28,026,332 28,415,303 General partners (40,093) (36,164) ----------- ----------- Total partners' capital 27,986,239 28,379,139 ----------- ----------- $28,707,594 $29,099,680 =========== ===========
(See accompanying notes to financial statements) STATEMENTS OF OPERATIONS (Unaudited)
Quarter Ended Six Months Ended Quarter Ended Six Months Ended June 30, 1997 June 30, 1997 June 30, 1996 June 30, 1996 ------------- ---------------- ------------- ---------------- INVESTMENT ACTIVITY Property rentals $ 195,744 $ 415,032 $ 172,195 $ 389,842 Property operating expenses (94,679) (197,502) (94,740) (212,256) Depreciation and amortization (75,763) (151,494) (71,634) (142,971) ---------- ---------- ---------- ----------- 25,302 66,036 5,821 34,615 Joint venture earnings 303,545 657,539 245,138 514,949 ---------- ---------- ---------- ----------- Total real estate activity 328,847 723,575 250,959 549,564 ---------- ---------- ---------- ----------- Interest on cash equivalents and short-term investments 68,581 134,633 65,058 132,768 ---------- ---------- ---------- ----------- Total investment activity 397,428 858,208 316,017 682,332 ---------- ---------- ---------- ----------- PORTFOLIO EXPENSES Management fee 51,517 103,034 51,518 103,035 General and administrative 57,395 106,278 56,528 107,799 ---------- ---------- ---------- ----------- 108,912 209,312 108,046 210,834 ---------- ---------- ---------- ----------- Net income $ 288,516 $ 648,896 $ 207,971 471,498 ========== ========== ========== =========== Net income per limited partnership unit $ 5.86 $ 13.17 $ 4.22 $ 9.57 ========== ========== ========== ===========
STATEMENTS OF OPERATIONS (Unaudited)
Quarter Ended Six Months Ended Quarter Ended Six Months Ended June 30, 1997 June 30, 1997 June 30, 1996 June 30, 1996 ------------- ---------------- ------------- ---------------- Cash distributions per limited partnership unit $ 10.57 $ 21.14 $ 10.57 $ 23.07 ========== ========== ========== =========== Number of limited partnership units outstanding during the period 48,788 48,788 48,788 48,788 ========== ========== ========== ===========
(See accompanying notes to financial statements) STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) (Unaudited)
Quarter Ended Six Months Ended Quarter Ended Six Months Ended June 30, 1997 June 30, 1997 June 30, 1996 June 30, 1996 ------------------------ ------------------------ ----------------------- ------------------------- General Limited General Limited General Limited General Limited Partners Partners Partners Partners Partners Partners Partners Partners --------- ------------ --------- ------------ --------- ------------ ---------- ------------ Balance at beginning of period $ (37,769) $ 28,256,390 $ (36,164) $ 28,415,303 $ (29,763) $ 29,048,990 $ (26,238) $ 29,397,948 Cash distributions (5,209) (515,689) (10,418) (1,031,378) (5,209) (515,689) (11,369) (1,125,539) Net income 2,885 285,631 6,489 642,407 2,080 205,891 4,715 466,783 --------- ------------ --------- ------------ --------- ------------ ---------- ------------ Balance at end of period $ (40,093) $ 28,026,332 $ (40,093) $ 28,026,332 $ (32,892) $ 28,739,192 $ (32,892) $ 28,739,192 ========= ============ ========= ============ ========= ============ ========== ============
(See accompanying notes to financial statements) SUMMARIZED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended June 30, 1997 1996 ----------- ----------- Net cash provided by operating activities $ 976,073 $ 889,048 ----------- ----------- Cash flows from investing activities: Investment in property - (127,703) Decrease in short-term investments, net 917,029 716,250 ----------- ----------- Net cash provided by investing activities 917,029 588,547 ----------- ----------- Cash flows from financing activity: Distributions to partners (1,041,796) (1,136,908) ----------- ----------- Net increase in cash and cash equivalents 851,306 340,687 Cash and cash equivalents: Beginning of period 3,076,103 2,997,934 ----------- ----------- End of period $ 3,927,409 $ 3,338,621 =========== ===========
(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 June 30, 1997 and December 31, 1996 and its operations, its cash flows and partners' capital (deficit) for the interim periods ended June 30, 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 joint ventures: Assets and Liabilities ------------------------
June 30, 1997 December 31, 1996 ------------- ----------------- Assets Real property, at cost less accumulated depreciation of $6,533,729 and $6,158,575 respectively $ 16,818,750 $ 17,199,404 Other 740,402 739,700 ------------ ------------ 17,559,152 17,939,104 Liabilities 161,652 235,655 ------------ ------------ Net assets $ 17,397,500 $ 17,703,449 ============ ============
Results of Operations ---------------------
Six Months Ended June 30, 1997 1996 ----------- ------------ Revenue: Rental income $1,908,905 $1,826,539 Other income 2,701 2,976 ---------- ---------- 1,911,606 1,829,515 ---------- ---------- Expenses: Operating expenses 682,834 721,110 Depreciation and amortization 382,923 447,288 ---------- ---------- 1,065,757 1,168,398 ---------- ---------- Net income $ 845,849 $ 661,117 ========== ==========
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:
June 30, 1997 December 31, 1996 -------------- ------------------ Land $ 3,408,203 $ 3,408,203 Buildings, improvements and other capitalized costs 8,869,989 8,869,433 Investment valuation allowance (1,500,000) (1,500,000) Accumulated depreciation and amortization (2,475,170) (2,330,843) Net operating liabilities (24,194) (96,562) ----------- ----------- $ 8,278,828 $ 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 June 30, 1997 were made on July 24, 1997 in the aggregate amount of $520,898 ($10.57 per limited partnership unit). A purchase and sale agreement was executed for the sale of Stemmons Industrial for an amount in excess of the current carrying value. The transaction is expected to be completed during the third quarter of 1997. 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 June 30, 1997, the Partnership had $5,187,894 in cash, cash equivalents and short-term investments, of which $520,898 was used for cash distributions to partners on July 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 and second quarters 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 June 30, 1997, the carrying value of one investment exceeded its appraised value by approximately $250,000. The appraised value of each of the other investments exceeded their related carrying values by an aggregate of approximately $6,026,000. 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 joint ventures. Operating Factors Three of the Partnership's four industrial properties (Prentiss Copystar, Wilmington and White Phonic) were 100% leased at June 30, 1997. The Wilmington property was 73% leased at June 30, 1996. Stemmons Industrial has been vacant since February 1996, with the expiration of a short-term lease for 82% of the space. The Partnership has entered into a purchase and sale agreement and the sale is expected to close in the third quarter. Occupancy at Waterford Apartments, the Partnership's multi-family residential property, remained in the mid 90% range during the first six months of 1997, which is consistent with the prior year. Investment Results Interest income on cash equivalents and short-term investments was relatively unchanged between the first six months of 1996 and 1997. Total real estate activity for the first six months of 1997 was $723,575, an increase from $549,564 for the comparable period of 1996. Operating income at Wilmington increased $25,000 due to improved occupancy. Operating results at Waterford Apartments increased by $86,000 primarily due to higher rental rates. In addition, operating results at Prentiss improved approximately $30,000 due to lower operating expenses for landscaping and common area improvements combined with a decrease in amortization expense related to leasing commissions that became fully amortized. Cash flow from operations increased by approximately $87,000 between the first six months of 1996 and 1997. This increase is due to the increase in operating results at Wilmington and changes in working capital, offset by the timing of 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 six months of 1996 and 1997. General and administrative expenses were relatively consistent with the prior year comparative six month period. COPLEY PENSION PROPERTIES VI; A REAL ESTATE LIMITED PARTNERSHIP FORM 10-Q FOR QUARTER ENDED JUNE 30, 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 June 30, 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) August 12, 1997 /s/ James J. Finnegan ------------------------------- James J. Finnegan Managing Director and General Counsel of Managing General Partner, Sixth Copley Corp. August 12, 1997 /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 6-MOS DEC-31-1997 JUN-30-1997 3,927,409 1,260,485 0 0 0 5,187,894 23,519,700 0 28,707,594 138,678 582,677 0 0 0 27,986,239 28,707,594 1,072,571 1,207,204 197,502 197,502 360,806 0 0 648,896 0 648,896 0 0 0 648,896 13.17 13.17
-----END PRIVACY-ENHANCED MESSAGE-----