UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to .
Commission File Number : 0-13129
PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 04-2829686
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
265 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
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 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 .
PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP
BALANCE SHEETS
June 30, 1995 and September 30, 1994
(Unaudited)
ASSETS June 30 September 30
Investments in joint ventures, at equity $ 6,599,314 $7,468,887
Cash and cash equivalents 2,716,806 2,566,872
$9,316,120 $10,035,759
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable - affiliates $ 9,474 $ 9,474
Accrued expenses and other liabilities 16,398 20,122
Partners' capital 9,290,248 10,006,163
$ 9,316,120 $10,035,759
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
For the nine months ended June 30, 1995 and 1994
(Unaudited)
General Limited
Partners Partners
Balance at September 30, 1993 $(1,321,395) $12,410,776
Net loss (4,685) (440,628)
BALANCE AT JUNE 30, 1994 $(1,326,080) $11,970,148
Balance at September 30, 1994 $(1,332,790) $11,338,953
Cash distributions (9,568) (900,000)
Net income 2,037 191,616
BALANCE AT JUNE 30, 1995 $(1,340,321) $10,630,569
See accompanying notes.
PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
For the three and nine months ended June 30, 1995 and 1994
(Unaudited)
Three Months Ended Nine Months Ended
June 30, June 30,
1995 1994 1995 1994
REVENUES:
Interest and other income $ 43,452 $ 21,082 $ 122,075 $ 48,827
Recovery of provision for
possible investment loss - - 200,000 -
43,453 21,082 322,075 48,827
EXPENSES:
Cost of holding investment
in 150 Broadway Office
Building - - - 200,000
Management fees 22,074 15,789 66,222 15,789
General and administrative 124,043 86,932 254,719 294,111
146,117 102,721 320,941 509,900
Operating income (loss) (102,664) (81,639) 1,134 (461,073)
Partnership's share of
ventures' income 19,850 146,011 192,519 415,760
Provision for possible
investment loss - (400,000) - (400,000)
NET INCOME (LOSS) $ (82,814) $(335,628) $ 193,653 $(445,313)
Net income (loss) per
Limited Partnership Unit $ (1.37) $ (5.53) $ 3.19 $ (7.34)
Cash distributions per
Limited Partnership Unit $ 5.00 $ - $ 15.00 $ -
The above net income (loss) and cash distributions per Limited Partnership Unit
are based upon the 60,000 Units of Limited Partnership Interest outstanding for
each period.
See accompanying notes.
PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the nine months ended June 30, 1995 and 1994
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
1995 1994
Cash flows from operating activities:
Net income (loss) $ 193,653 $ (445,313)
Adjustments to reconcile net income (loss) to
net cash used for operating activities:
Partnership's share of ventures' income (192,519) (415,760)
Recovery of provision for possible
investment loss (200,000) -
Provision for possible investment loss - 400,000
Changes in assets and liabilities:
Deposits and other assets - 2,504
Accounts payable - affiliates - (23,835)
Accrued expenses and other liabilities (3,724) (13,180)
Total adjustments (396,243) (50,271)
Net cash used for operating
activities (202,590) (495,584)
Cash flows from investing activities:
Distributions from joint ventures 1,062,092 1,325,803
Proceeds from sale of investment
in 150 Broadway Office Building 200,000 -
Net cash provided by
investing activities 1,262,092 1,325,803
Cash flows from financing activities:
Cash distributions to partners (909,568) -
Net increase in cash and cash equivalents 149,934 830,219
Cash and cash equivalents, beginning of period 2,566,872 1,491,240
Cash and cash equivalents, end of period $2,716,806 $2,321,459
See accompanying notes.
1. General
The accompanying financial statements, footnotes and discussion should be
read in conjunction with the financial statements and footnotes contained in
the Partnership's Annual Report for the year ended September 30, 1994.
In the opinion of management, the accompanying consolidated financial
statements, which have not been audited, reflect all adjustments necessary to
present fairly the results for the interim period. All of the accounting
adjustments reflected in the accompanying interim financial statements are of
a normal recurring nature.
2.Investments in Unconsolidated Joint Ventures
The Partnership has investments in three joint ventures which own operating
investment properties, as discussed further in the Annual Report. The joint
ventures are accounted for on the equity method because the Partnership does
not have a voting control interest in the ventures. Under the equity method
the ventures are carried at cost adjusted for the Partnership's share of the
venture's earnings and losses and distributions.
Summarized operations of the three joint ventures for the three and nine
months ended June 30, 1995 and 1994 are as follows:
CONDENSED COMBINED SUMMARY OF OPERATIONS
For the three and nine months ended June 30, 1995 and 1994
Three Months Ended Nine Months Ended
June 30, June 30,
1995 1994 1995 1994
Rental revenues and expense
recoveries $2,186,000 $2,288,000 $6,610,000 $6,898,000
Interest and other income 29,000 67,000 104,000 76,000
2,215,000 2,355,000 6,714,000 6,974,000
Property operating expenses 630,000 659,000 1,860,000 1,917,000
Real estate taxes 156,000 153,000 455,000 454,000
Interest expense 863,000 865,000 2,590,000 2,598,000
Depreciation and
amortization 546,000 532,000 1,616,000 1,589,000
2,195,000 2,209,000 6,521,000 6,558,000
NET INCOME $ 20,000 $146,000 $ 193,000 $416,000
Net income:
Partnership's share of
combined income $ 20,000 $146,000 $193,000 $416,000
Co-venturers' share of
combined income - - - -
$ 20,000 $146,000 $193,000 $416,000
3.Related Party Transactions
Included in general and administrative expenses for the nine months ended
June 30, 1995 and 1994 is $92,379 and $93,645, respectively, representing
reimbursements to an affiliate of the Managing General Partner for providing
certain financial, accounting and investor communication services to the
Partnership.
Also included in general and administrative expenses for the nine months
ended June 30, 1995 and 1994 is $3,811 and $4,996, respectively, representing
fees earned by Mitchell Hutchins Institutional Investors, Inc. for managing
the Partnership's cash assets.
In conjunction with the reinstatement of regular quarter distributions to
partners, effective for the third quarter of fiscal 1994, the Adviser earned
asset management fees of $66,222 and $15,789 for the nine months ended June
30, 1995 and 1994, respectively. Accounts payable - affiliates at June 30,
1995 and September 30, 1994 consist of management fees of $9,474 at both
dates payable to the Adviser.
4.Investment in 150 Broadway Office Building
As discussed further in the Annual Report, the Partnership's notes
receivable secured by the 150 Broadway Office Building were restructured as
part of the borrower's plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code. Under the terms of the plan, which was approved by the
bankruptcy court and declared effective on June 15, 1993, the Partnership
received a new second mortgage loan in the principal amount of $6 million,
with base interest at 4.75% per annum, in satisfaction of its prior second
mortgage and promissory note in the combined face amount of approximately $15
million. The terms of the plan required the Partnership to fund, by way of a
separate note, an initial amount of $800,000 to pay past due real estate
taxes and to establish an escrow reserve of $200,000 prior to December 31,
1993 for future cash flow shortfalls of the property. This escrow reserve
was funded in the first quarter of fiscal 1994. Under the terms of the
agreement, if the first mortgagee makes withdrawals from the escrow to cover
any monthly debt service shortfalls, the Partnership would be required to
replenish the escrow on a quarterly basis or it would forfeit its second
mortgage position.
Subsequent to the final execution of the settlement plan, due to the
uncertainty which existed with regard to the future collection of amounts
owed under the terms of the Partnership's restructured $6 million second
mortgage loan, management determined that it would be appropriate to account
for the investment in the 150 Broadway Office Building on the cost method.
Accordingly, the Partnership recorded a provision for possible uncollectible
amounts of $2,000,000 in fiscal 1993 to write off the remaining carrying
value of the original notes receivable received from the sale of the
Partnership's joint venture interest. The cost basis of the Partnership's
investment in the 150 Broadway Office Building was established at $800,000 as
of September 30, 1993, which represented the amount of the additional
investment required to affect the bankruptcy court settlement plan in fiscal
1993. Under the cost method, any amounts received as interest on the note or
advances will be recorded as income when received. Any advances required to
maintain the Partnership's investment interest in the 150 Broadway Office
Building will be recorded as an expense in the period paid.
At the present time, the value of the 150 Broadway Office Building is
estimated to be well below the balance of the $26 million first mortgage loan
which is senior to the Partnership's claims. Given the likelihood that large
capital advances would be required to keep the first mortgage loan current
and avoid foreclosure, management concluded during fiscal 1994 that it would
not be prudent to fund any further advances related to this investment. In
light of these circumstances and the resulting uncertainty that the
Partnership would realize any amounts from its investment interest in 150
Broadway, the Partnership recorded provisions for possible investment loss
totalling $800,000 during fiscal 1994 ($400,000 in the third quarter and
$400,000 in the fourth quarter) to fully reserve the remaining carrying value
of the investment as of September 30, 1994. Management's discussions with
the borrower concerning the current and future operations of the 150 Broadway
property during fiscal 1994 resulted in an offer to purchase the
Partnership's second mortgage loan position. During the quarter ended
December 31, 1994, the Partnership agreed to assign its second mortgage
interest to an affiliate of the borrower in return for a payment of $400,000.
Subsequently, the borrower was unable to perform under the terms of this
agreement and the Partnership agreed to reduce the required cash compensation
to $300,000. During the quarter ended March 31, 1995, the Partnership
received $200,000 of the agreed upon sale proceeds. The remaining $100,000
was funded into escrow on May 31, 1995 upon the final execution of the sale
and assignment agreement. The $100,000 is to be released from escrow
subsequent to the resolution of certain matters between the borrower and the
first mortgage holder. The $200,000 received to date is non-refundable in
the event that the sale is not consummated. The Partnership recorded a
recovery of provision for possible investment loss in the amount of $200,000
to reflect the non-refundable cash proceeds received during the second
quarter of fiscal 1995. An additional recovery of $100,000 would be recorded
upon the satisfaction of the escrow requirements and the release of the
escrowed cash to the Partnership.
5. Contingencies
The Partnership is involved in certain legal actions. The Managing General
Partner believes these actions will be resolved without material adverse
effect on the Partnership's financial statements, taken as a whole.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
As previously reported, a revised plan of reorganization related to the 150
Broadway bankruptcy proceedings was approved by the bankruptcy court during
fiscal 1993 and became effective on June 15, 1993. Under the final terms of the
plan, which was jointly proposed by the Partnership and the borrower, the
Partnership agreed to restructure its second mortgage loan position. The
Partnership received a new second mortgage loan in the principal amount of $6
million, with base interest at 4.75% per annum, in satisfaction of its prior
second mortgage and promissory note in the combined face amount of approximately
$15 million. The terms of the plan required the Partnership to fund, by way of
a separate note, an initial amount of $800,000 to pay past due real estate taxes
and to establish an escrow reserve of $200,000 prior to December 31, 1993 for
future cash flow shortfalls of the property. This escrow reserve was funded in
the first quarter of fiscal 1994. Under the terms of the agreement, if the
first mortgagee makes withdrawals from the escrow to cover any monthly debt
service shortfalls, the Partnership would be required to replenish the escrow on
a quarterly basis or it would forfeit its second mortgage position. The
expectation at the time this plan was negotiated and approved was that the
borrower would be able to lease the first two or three floors in the building to
one or more prominent retailers at rental rates sufficient to stabilize the
property's cash flow position at or near the breakeven level after debt service.
Leases at this level would also have increased the property's current market
value and increased the likelihood that the Partnership would benefit from the
eventual improvement in the office leasing segment. Unfortunately, the borrower
has not been successful in executing this strategy. After marketing the retail
space for over 2 years, during fiscal 1995 the borrower has signed leases for
the first three floors of the building. However, the rental terms are
significantly below the original expectations, and the property is still
projected to incur significant deficits for the next several years. While the
building was 82% leased at June 30, 1995, office leases continue to expire and
they are either renewed or replaced at substantially lower rents.
At the present time, the value of the 150 Broadway Office Building is
estimated to be well below the balance of the $26 million first mortgage loan
which is senior to the Partnership's claims. Given the likelihood that large
capital advances would be required over the next several years to keep the first
mortgage loan current and avoid foreclosure, management concluded during fiscal
1994 that it would not be prudent to fund any further advances related to this
investment. In light of these circumstances and the resulting uncertainty that
the Partnership would realize any amounts from its investment interest in 150
Broadway, the Partnership recorded provisions for possible investment totalling
$800,000 during fiscal 1994 ($400,000 in the third quarter and $400,000 in the
fourth quarter) to fully reserve the remaining carrying value of the investment
as of September 30, 1994. Management's discussions with the borrower concerning
the current and future operations of the 150 Broadway property during fiscal
1994 resulted in an offer to purchase the Partnership's second mortgage loan
position. The borrower is willing to put additional funds at risk, in part to
defer a substantial income tax liability which would result from a foreclosure.
During the quarter ended December 31, 1994, the Partnership had agreed to assign
its second mortgage interest to an affiliate of the borrower in return for a
payment of $400,000. Subsequently, the borrower was unable to perform under the
terms of this agreement and the Partnership agreed to reduce the required cash
compensation to $300,000. During the quarter ended March 31, 1995, the
Partnership received $200,000 of the agreed upon sale proceeds. The remaining
$100,000 was funded into escrow on May 31, 1995 upon the final execution of the
sale and assignment agreement. The $100,000 is to be released from escrow
subsequent to the resolution of certain matters between the borrower and the
first mortgage holder. The $200,000 received to date is non-refundable in the
event that the sale is not consummated. The final approval of this sale and
assignment transaction by the first mortgage holder and the release of the
escrowed cash would terminate the Partnership's interest in, and any obligations
related to, the 150 Broadway Office Building.
The Partnership's portfolio of joint venture investment properties
continues to perform strongly, as evidenced by the occupancy levels which
remained in the mid 90's for all three operating properties. High occupancy
levels have been maintained at the Hurstbourne and Regent's Walk apartment
complexes despite gradual rent increases which have been implemented. The
performances of the Hurstbourne and Regent's Walk properties reflect the
continued gradual improvement in the multi-family residential market throughout
the country. Management continues to reinvest a portion of the cash flow from
both properties in capital improvements aimed at maintaining curb appeal and
maximizing appreciation potential. As previously reported, management is
currently in the process of refinancing the existing first mortgage loan secured
by Regent's Walk. Regent's Walk Apartments is encumbered by a nonrecourse first
mortgage loan with a balance of $8,390,000. A new loan commitment has been
secured and an extension of the existing first mortgage loan maturity date has
been obtained to accommodate the lender's schedule for closing the new loan.
The new loan will bear interest at a rate of 7.32% and is expected to close
prior to the recently extended maturity date of August 15, 1995. The new loan
will provide $500,000 of additional capital for a planned improvement program to
renovate all of the kitchens in apartment units as they turn over. This is
expected to allow the property's leasing team to implement aggressive rental
rate increases as the improvements are completed.
The performance of the Mall Corners Shopping Center reflects the strong
location of this property in its suburban Atlanta marketplace. The shopping
center was 93% leased as of June 30, 1995. During fiscal 1994, a medical office
tenant occupying 19,000 square feet, or approximately 7% of the net leasable
space at Mall Corners, informed management of the joint venture of its intention
to vacate its space upon the expiration of its lease in October 1994 in order to
relocate to its own building. During the quarter ended December 31, 1994, this
space was repositioned for retail use and a lease for 12,000 square feet was
executed with a patio furniture and related accessories retailer. Management is
actively marketing the remaining 7,000 square feet of this space to several
retail tenants in addition to actively marketing the other 13,000 square feet of
vacant shop space at the center. A number of leases, representing 49,000 square
feet of space, come up for renewal during the next twelve months. Several of
these tenants have already indicted that they will renew or extend their leases.
One of the property's major tenants, which currently occupies 16,530 square feet
of space under a lease that was scheduled to expire in early calendar year 1996,
has agreed to extend its lease for 10 years and expand its space to 25,000
square feet. Accommodating the expansion plans of this important tenant will
require the relocation of several small tenants within the center and the
construction of an additional 10,000 square feet of space. The joint venture
plans to finance the cost of the expansion in conjunction with the impending
refinancing of the property's first mortgage loan. The debt secured by the Mall
Corners Shopping Center, with an outstanding principal balance of $17,296,000 as
of June 30, 1995, is scheduled to mature on December 1, 1995. Several proposals
have been received from lenders to refinance this first mortgage loan.
Management expects to complete a refinancing transaction on the Mall Corners
loan prior to the scheduled maturity date.
At June 30, 1995, the Partnership had available cash and cash equivalents
of approximately $2,717,000. Such cash and cash equivalents will be utilized
for Partnership requirements such as the payment of operating expenses and the
funding of future operating deficits or capital improvements at the joint
ventures, if necessary, as required by the respective joint venture agreements,
and for distributions to the partners. The source of future liquidity and
distributions to the partners is expected to be from cash generated from the
operations of the Partnership's income-producing investment properties, and
proceeds from the sale or refinancing of the remaining investment properties.
Such sources are expected to be sufficient to meet the Partnership's needs on
both a short-term and long-term basis. As discussed further above, the
Partnership no longer expects to fund deficits in connection with the investment
in the 150 Broadway Office Building. In light of this fact, and with the
Partnership's other operating property investments performing well and producing
excess cash flow distributions which are more than sufficient to cover the
Partnership's ongoing operating expenses, the Managing General Partner
reinstated a program of regular quarterly distributions to Partners during
fiscal 1994. The first of such distribution payments was made in August 1994
for the quarter ended June 30, 1994. Payments to the Limited Partners are being
made based on an annual return of 2% on original invested capital.
RESULTS OF OPERATIONS
Three Months Ended June 30, 1995
The Partnership reported a net loss of approximately $83,000 for the three
months ended June 30, 1995, as compared to a net loss of approximately $336,000
for the same period in the prior year. The favorable change in net operating
results for the third quarter of fiscal 1995 is primarily due to the recognition
of a provision for possible investment loss of $400,000 in the prior period
related to the 150 Broadway investment, as discussed further above. The effect
of the fiscal 1994 provision for possible investment loss was partially offset
by an increase in operating loss and a decrease in the Partnership's share of
ventures' income for the current three-month period. Operating loss increased
by approximately $21,000 in the current three-month period mainly as a result of
an increase in general and administrative expenses due to certain costs incurred
in connection with an independent valuation of the Partnership's operating
properties. An increase in interest income, as a result of higher average cash
reserve balances and higher interest rates partially offset the increase in
general and administrative expenses.
The Partnership's share of ventures' income decreased by approximately
$126,000 for the current quarter. This decrease resulted from a decrease in
rental revenues which was partially offset by a decrease in property operating
expenses. Property operating expenses decreased mainly as a result of a
decrease in utilities expense at two of the three properties. The decrease in
rental income of approximately $115,000 is primarily attributable to the
temporary decrease in occupancy at Mall Corners due to the expiration of a
19,000 square foot lease in October 1994, as discussed further above.
Nine Months Ended June 30, 1995
The Partnership reported net income of approximately $194,000 for the nine
months ended June 30, 1995, as compared to a net loss of approximately $445,000
for the same period in the prior year. This change in the Partnership's net
operating results was mainly the result of certain transactions involving the
Partnership's interest in the 150 Broadway Office Building. In December 1993,
the Partnership funded the $200,000 escrow reserve account required under the
terms of the bankruptcy settlement agreement, as discussed further above. The
Partnership's accounting policy for its investment in 150 Broadway resulted in
any advances being recorded as an expense in the period paid. In addition,
during the quarter ended June 30, 1994 the Partnership recorded a provision for
possible investment loss of $400,000 related to the 150 Broadway investment, as
discussed further above. In fiscal 1995, during the quarter ended December 31,
1994, the Partnership recorded a recovery of provision for possible investment
loss, in the amount of $200,000, to reflect the cash proceeds received related
to the pending sale of the Partnership's interest in 150 Broadway. An
additional recovery of $100,000 would be recorded upon the satisfaction of the
escrow requirements referred to above and the release of the escrowed cash to
the Partnership.
The favorable changes in the Partnership's net operating results related to
the 150 Broadway investment were partially offset by an unfavorable change in
the Partnership's share of ventures' income of approximately $223,000 in the
current nine-month period. This unfavorable change in the Partnership's share
of ventures' operations was mainly a result of a decrease in rental income of
approximately $285,000 at Mall Corners, due to the temporary decrease in
occupancy discussed further above. A decrease of approximately $102,000 in
operating expenses the at Hurstborne Apartments partially offset the loss of
revenues at Mall Corners.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
As discussed in the Partnership's quarterly report on Form 10-Q for the
period ended March 31, 1995, in November 1994, a series of purported class
actions (the "New York Limited Partnership Actions") were filed in the United
States District Court for the Southern District of New York concerning
PaineWebber Incorporated's sale and sponsorship of various limited partnership
investments, including those offered by the Partnership. On May 30, 1995, the
court certified class action treatment of the claims asserted in the litigation.
Refer to the description of the claims in the prior quarterly report for further
information. The General Partners continue to believe that the action will be
resolved without material adverse effect on the Partnership's financial
statements, taken as a whole.
Item 2. through 5. NONE
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: NONE
(b) Reports on Form 8-K:
No reports on Form 8-K have been filed by the registrant during the quarter
for which this report is filed.
PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PAINE WEBBER INCOME PROPERTIES SIX
LIMITED PARTNERSHIP
By: Sixth Income Properties Fund, Inc.
Managing General Partner
By: /s/ Walter V. Arnold
Walter V. Arnold
Senior Vice President and Chief
Financial Officer
Dated: August 11, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Partnership's interim financial statements for the nine months ended June 30,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> JUN-30-1995
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0
0
<OTHER-SE> 9,290,248
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<TOTAL-REVENUES> 514,594
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