<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
Commission file number 0-14551
CORPORATE PROPERTY ASSOCIATES 6
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
CALIFORNIA 13-3247122
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
50 ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10020
(Address of principal executive offices) (Zip Code)
</TABLE>
(212) 492-1100
(Registrant's telephone number, including area code)
(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 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.
[X] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
[ ] Yes [ ] No
<PAGE> 2
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
PART I
Item 1. - FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, March 31,
1996 1997
------------ -----------
(Note) (Unaudited)
<S> <C> <C>
ASSETS:
Land, buildings and personal property,
net of accumulated depreciation of
$16,594,902 at December 31, 1996 and
$17,020,169 at March 31, 1997 $ 47,968,552 $47,649,848
Net investment in direct financing leases 32,887,655 32,887,655
Cash and cash equivalents 3,338,391 3,647,685
Notes receivable from affiliate 1,151,000 1,151,000
Other assets 2,807,973 2,847,803
------------ -----------
Total assets $ 88,153,571 $88,183,991
============ ===========
LIABILITIES:
Mortgage notes payable $ 32,057,088 $31,769,217
Note payable 10,000,000 10,000,000
Accrued interest payable 439,078 431,988
Accounts payable and accrued expenses 372,012 351,804
Accounts payable to affiliates 131,275 166,959
Other liabilities 361,816 221,900
Deferred rental income 3,544,624 3,483,333
------------ -----------
Total liabilities 46,905,893 46,425,201
------------ -----------
PARTNERS' CAPITAL:
General Partners (4,515) 29,956
Limited Partners (47,930 Limited
Partnership Units issued and outstanding) 41,252,193 41,728,834
------------ -----------
Total partners' capital 41,247,678 41,758,790
------------ -----------
Total liabilities and
partners' capital $ 88,153,571 $88,183,991
============ ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Note: The consolidated balance sheet at December 31, 1996 has been derived from
the audited financial statements at that date.
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CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1996 March 31, 1997
-------------- --------------
<S> <C> <C>
Revenues:
Rental income from operating leases $1,302,939 $1,527,846
Interest from direct financing leases 1,405,710 1,417,174
Other interest income 89,936 67,582
Revenue of hotel operations 1,135,887 1,206,821
Other income 126,985
---------- ----------
3,934,472 4,346,408
---------- ----------
Expenses:
Interest 1,039,515 956,725
Depreciation 390,432 425,267
General and administrative 101,256 177,249
Property expense 46,844 54,192
Amortization 57,559 68,664
Operating expenses of
hotel operations 912,682 920,754
---------- ----------
2,548,288 2,602,851
---------- ----------
Income before gain on
sale of real estate 1,386,184 1,743,557
Gain on sale of real estate 31,456
---------- ----------
Net income $1,417,640 $1,743,557
========== ==========
Net income allocated to
General Partners $ 85,058 $ 104,613
========== ==========
Net income allocated to
Limited Partners $1,332,582 $1,638,944
========== ==========
Net income per Unit
(47,930 Limited Partnership Units) $ 27.80 $ 34.19
========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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<PAGE> 4
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------------
1996 1997
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,417,640 $ 1,743,557
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 447,991 493,931
Other noncash items (61,290) (76,098)
Gain on sales of real estate (31,456)
Net change in operating assets and liabilities 142,073 (225,217)
----------- -----------
Net cash provided by operating activities 1,914,958 1,936,173
----------- -----------
Cash flows from investing activities:
Additional capitalized costs (1,762,598) (106,563)
Proceeds from sales of real estate 257,527
----------- -----------
Net cash used in investing activities (1,505,071) (106,563)
----------- -----------
Cash flows from financing activities:
Distributions to partners (1,204,998) (1,232,445)
Proceeds from mortgage note payable 6,000,000
Prepayment of mortgage notes payable (4,257,315)
Payments on mortgage principal (251,394) (287,871)
Deferred financing costs (270,785)
----------- -----------
Net cash provided by (used in) financing activities 15,508 (1,520,316)
----------- -----------
Net increase in cash and cash equivalents 425,395 309,294
Cash and cash equivalents, beginning of period 3,476,915 3,338,391
----------- -----------
Cash and cash equivalents, end of period $ 3,902,310 $ 3,647,685
=========== ===========
Supplemental disclosure of cash flows information:
Interest paid $ 1,046,085 $ 963,815
=========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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<PAGE> 5
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Basis of Presentation:
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. For further information, refer to the financial statements and
footnotes thereto included in the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1996.
Note 2. Distributions to Partners:
Distributions declared and paid to partners during the three months ended March
31, 1997 are summarized as follows:
<TABLE>
<CAPTION>
Quarter Ended General Partners Limited Partners Per Limited Partner Unit
- ----------------- ---------------- ---------------- ------------------------
<S> <C> <C> <C>
December 31, 1996 $70,142 $1,162,303 $24.25
======= ========== ======
</TABLE>
A distribution of $24.27 per Limited Partner Unit for the quarter ended March
31, 1997 was declared and paid in April 1997.
Note 3. Transactions with Related Parties:
For the three-month periods ended March 31, 1996 and 1997, the Partnership
incurred management fees of $27,101 and $28,476, respectively, and general and
administrative expense reimbursements of $26,542 and $46,607 respectively.
Management believes that ultimate payment of a preferred return to the General
Partners of $18,099, based upon cumulative proceeds of sales of assets, is
reasonably possible but not probable, as defined pursuant to Statement of
Financial Accounting Standards No. 5.
The Partnership, in conjunction with certain affiliates, is a participant in an
agreement for the purpose of renting and occupying office space. Under the
agreement, the Partnership pays its proportionate share of rent and other costs
of occupancy. Net expenses incurred for the three months ended March 31, 1996
and 1997 were $36,203 and $32,367 respectively.
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<PAGE> 6
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
Note 4. Industry Segment Information:
The Partnership's operations consist primarily of the investment in and the
leasing of industrial and commercial real estate and the operation of three
hotel properties. For the three-month periods ended March 31, 1996 and 1997, the
Partnership earned its total real estate lease revenues (rental income plus
interest income from financing leases) as follows:
<TABLE>
<CAPTION>
1996 % 1997 %
---- --- ---- ---
<S> <C> <C> <C> <C>
Stoody Deloro Stellite, Inc. $ 558,548 21% $558,548 19%
AP Parts Manufacturing, Inc. 421,303 16 459,134 16
Peerless Chain Company 378,653 14 427,147 15
AutoZone, Inc. 342,489 13 330,392 11
Kinney Shoe Corporation 168,192 6 241,235 8
Wal-Mart Stores, Inc. 206,815 8 222,782 8
Anthony's Manufacturing Company,
Inc. 219,000 8 219,000 7
Motorola, Inc. 135,000 5 135,000 5
Harcourt General Corporation 116,875 4 116,875 4
Yale Security, Inc. 114,807 4
Lockheed Martin Corporation 73,250 3 77,500 2
Winn-Dixie Stores, Inc. 42,600 1 42,600 1
Folger Adam Company 45,924 1
---------- --- ---------- ---
$2,708,649 100% $2,945,020 100%
========== === ========== ===
</TABLE>
Operating results of the three hotels for the three-month periods ended March
31, 1996 and 1997 are summarized as follows:
<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Revenue $ 1,135,887 $ 1,206,821
Fees paid to hotel management company (27,564) (32,700)
Other operating expenses (885,118) (888,054)
----------- -----------
Hotel operating income $ 223,205 $ 286,067
=========== ===========
</TABLE>
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<PAGE> 7
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
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.
CORPORATE PROPERTY ASSOCIATES 6
- a California limited partnership
By: CAREY CORPORATE PROPERTY, INC.
09/03/97 BY: /s/ Steven M. Berzin
- ---------------- ---------------------------------
Date Steven M. Berzin
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
09/03/97 BY: /s/ Claude Fernandez
- ---------------- ---------------------------------
Date Claude Fernandez
Executive Vice President and
Chief Administrative Officer
(Principal Accounting Officer)
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