SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1997
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-14332
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BALCOR PENSION INVESTORS-VI
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(Exact name of registrant as specified in its charter)
Illinois 36-3319330
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road, Suite A200
Bannockburn, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
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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
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<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
BALANCE SHEETS
June 30, 1997 and December 31, 1996
(Unaudited)
ASSETS
1997 1996
--------------- ---------------
Cash and cash equivalents $ 29,352,167 $ 57,942,543
Escrow deposits - restricted 560,000
Accounts and accrued interest receivable 734,445 2,632,514
Prepaid expenses 95,079
Deferred expenses, net of accumulated
amortization of $100,726 in 1997 and
$380,456 in 1996 215,162 634,027
--------------- ---------------
30,861,774 61,304,163
--------------- ---------------
Real estate held for sale (net of
allowance of $2,562,000 in 1997 and
$4,814,809 in 1996) 4,800,000 54,282,276
Investment in joint venture with
affiliates 206,499
--------------- ---------------
4,800,000 54,488,775
--------------- ---------------
$ 35,661,774 $ 115,792,938
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 560,019 $ 926,057
Due to affiliates 176,802 174,426
Accrued liabilities, principally
real estate taxes 405,339 715,520
Security deposits 256,363
--------------- ---------------
Total liabilities 1,142,160 2,072,366
--------------- ---------------
Commitments and contingencies
Affiliates' participation in joint
ventures 943,750 3,904,307
Limited Partners' capital (1,382,562
Interests issued and outstanding) 34,088,270 109,967,857
General Partner's deficit (512,406) (151,592)
--------------- ---------------
Total partners' capital 33,575,864 109,816,265
--------------- ---------------
$ 35,661,774 $ 115,792,938
=============== ===============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the six months ended June 30, 1997 and 1996
(Unaudited)
1997 1996
--------------- ---------------
Income:
Interest from investment in
acquisition loan $ 233,876
Income from operations of real estate
held for sale $ 1,443,597 5,869,356
Interest on short-term investments 841,848 411,291
--------------- ---------------
Total income 2,285,445 6,514,523
--------------- ---------------
Expenses:
Provision for potential losses on
loan and real estate 256,000 352,753
Amortization of deferred expenses 638,712 260,915
Administrative 565,181 765,813
--------------- ---------------
Total expenses 1,459,893 1,379,481
--------------- ---------------
Income before joint venture
participations, equity in loss from
investment in acquisition loan and
gains on disposition of real estate 825,552 5,135,042
Participation in income of joint
ventures - affiliates 986,823
Equity in loss from investment in
acquisition loan (24,830)
Affiliates' participation in income of
joint ventures (508,653) (907,779)
Gains on disposition of real estate 6,103,542 1,555,905
--------------- ---------------
Net income $ 6,420,441 $ 6,745,161
=============== ===============
Net income allocated to General Partner $ 76,998 $ 674,516
=============== ===============
Net income allocated to Limited Partners $ 6,343,443 $ 6,070,645
=============== ===============
Net income per Limited Partnership
Interest (1,382,562 issued and
outstanding) $ 4.59 $ 4.39
=============== ===============
Distributions to General Partner $ 668,239 $ 614,472
=============== ===============
<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the six months ended June 30, 1997 and 1996
(Unaudited)
(Continued)
Settlement distribution to Limited
Partners $ 124,075 None
=============== ===============
Distributions to Limited Partners $ 82,055,055 $ 6,719,251
=============== ===============
Distributions per Limited Partnership
Interest $ 59.35 $ 4.86
=============== ===============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended June 30, 1997 and 1996
(Unaudited)
1997 1996
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Income:
Interest from investment in
acquisition loan $ 116,938
Income from operations of
real estate held for sale $ 314,744 2,831,068
Interest on short-term investments 325,836 201,633
--------------- ---------------
Total income 640,580 3,149,639
--------------- ---------------
Expenses:
Provision for potential losses on
loan 352,753
Amortization of deferred expenses 293,427 189,318
Administrative 199,662 557,442
--------------- ---------------
Total expenses 493,089 1,099,513
--------------- ---------------
Income before joint venture
participations, equity in loss from
investment in acquisition loan and
gains on disposition of real estate 147,491 2,050,126
Participation in income of joint
ventures - affiliates 476,363
Equity in loss from investment in
acquisition loan (10,232)
Affiliates' participation in income of
joint ventures (448,996) (508,256)
Gains on disposition of real estate 406,195 1,555,905
--------------- ---------------
Net income $ 104,690 $ 3,563,906
=============== ===============
Net income allocated to General Partner $ 76,998 $ 356,391
=============== ===============
Net (loss) income allocated to Limited
Partners $ 27,692 $ 3,207,515
=============== ===============
Net (loss) income per Limited Partnership
Interest (1,382,562 issued and
outstanding) $ 0.02 $ 2.32
=============== ===============
<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended June 30, 1997 and 1996
(Unaudited)
(Continued)
Distribution to General Partner $ 361,003 $ 307,236
=============== ===============
Distribution to Limited Partners $ 43,343,319 $ 3,954,127
=============== ===============
Distribution per Limited Partnership
Interest $ 31.35 $ 2.86
=============== ===============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1997 and 1996
(Unaudited)
1997 1996
--------------- ---------------
Operating activities:
Net income $ 6,420,691 $ 6,745,161
Adjustments to reconcile net income to
net cash provided by operating
activities:
Provision for potential losses on
loan and real estate 256,000 352,753
Amortization of deferred expenses 638,712 260,915
Participation in income of joint
ventures - affiliates (986,823)
Equity in loss from investment in
acquisition loan 24,830
Affiliates' participation in income
of joint ventures 508,653 907,779
Gains on disposition of real estate (6,103,542) (1,555,905)
Payment of deferred expenses (219,847) (185,728)
Net change in:
Escrow deposits (103,364)
Accounts and accrued interest
receivable 994,685 147,072
Prepaid expenses 95,079 (277,342)
Accounts payable (366,038) 133,656
Due to affiliates 2,376 19,849
Accrued liabilities (310,181) 331,303
Security deposits (256,363) 53,571
--------------- ---------------
Net cash provided by operating
activities 1,659,975 5,867,727
--------------- ---------------
Investing activities:
Distributions from joint ventures -
affiliates 206,499 810,296
Improvements to properties (428,213)
Proceeds from disposition of real
estate 58,195,000 8,300,000
Costs incurred in connection with
disposition of real estate (1,533,585) (226,525)
Escrow deposits - restricted (560,000)
--------------- ---------------
Net cash provided by investing
activities 55,879,701 8,883,771
--------------- ---------------
<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1997 and 1996
(Unaudited)
(Continued)
Financing activities:
Distributions to Limited Partners (82,179,130) (6,719,251)
Deemed distribution to Limited Partners (43,900)
Distributions to General Partner (668,239) (614,472)
Contribution by General Partner 230,427
Distributions to joint venture
partners - affiliates (3,469,210) (425,394)
Capital contributions by joint venture
partners - affiliates 222,128
Principal payments on mortgage
note payable (87,980)
--------------- ---------------
Net cash used in financing activities (86,130,052) (7,624,969)
--------------- ---------------
Net change in cash and cash equivalents (28,590,376) 7,126,529
Cash and cash equivalents at beginning
of period 57,942,543 16,076,834
--------------- ---------------
Cash and cash equivalents at end of
period $ 29,352,167 $ 23,203,363
=============== ===============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policies:
(a) In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the six months
and quarter ended June 30, 1997, and all such adjustments are of a normal and
recurring nature.
(b) Several reclassifications have been made to the previously reported 1996
financial statements in order to provide comparability with the 1997
statements. These reclassifications have not changed the 1996 results.
(c) For financial statement purposes, in previous years partners were allocated
income and loss in accordance with the provisions in the Partnership Agreement.
In order for the capital accounts of the General Partner and Limited Partners
to appropriately reflect their respective remaining economic interests as
provided for in the Partnership Agreement, the General Partner was allocated
adjusted income during 1997 for financial statement purposes.
2. Partnership Termination:
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1996, the Partnership sold six properties and its minority
joint venture interests in four additional properties. In addition, the
Partnership sold the Park Central Office Building and Flamingo Pines Shopping
Center in February 1997, the Brookhollow/Stemmons Center Office Building in
April 1997, the Hammond Aire Plaza Shopping Center in May 1997 and its
remaining property, the 420 North Wabash Office Building, in August 1997. The
Partnership has retained a portion of the cash to satisfy obligations of the
Partnership as well as establish a reserve for contingencies. The timing of the
termination of the Partnership and final distribution of cash will depend upon
the nature and extent of liabilities and contingencies which exist or may
arise. Such contingencies may include legal and other fees stemming from
litigation involving the Partnership including, but not limited to, the lawsuit
as discussed in Note 7 of Notes to Financial Statements. In the absence of any
contingency, the reserves will be paid within twelve months of the last
property being sold. In the event a contingency exists, reserves may be held by
the Partnership for a longer period of time.
<PAGE>
3. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates for the six
months and quarter ended June 30, 1997 are:
Paid
----------------------
Six Months Quarter Payable
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Reimbursement of expenses to
the General Partner, at cost $113,838 $69,050 $176,802
The General Partner made a contribution to the Partnership of $230,427 in
connection with the settlement of certain litigation, as further discussed in
Note 6 of Notes to Financial Statements.
4. Property Dispositions:
(a) In February 1997, the Partnership sold the Park Central Office Building in
an all cash sale for $21,471,000. From the proceeds of the sale, the
Partnership paid $470,891 in selling costs. In addition, the Partnership paid a
state withholding tax of $43,900 on behalf of the Limited Partners relating to
the gain on the sale of the property which has been recorded as a deemed
distribution for financial statement purposes. The basis of the property was
$15,302,762. For financial statement purposes, the Partnership recognized a
gain of $5,697,347 in connection with the sale of this property.
(b) In February 1997, the Partnership sold the Flamingo Pines Shopping Center
in an all cash sale for $10,200,000. From the proceeds of the sale, the
Partnership paid $346,400 in selling costs. The basis of the property was
$10,242,409. For financial statement purposes, the Partnership recognized no
gain or loss on the sale of this property. However, the Partnership had
previously established an allowance for potential losses related to this
property against which its remaining net investment of $388,809 was written
off.
(c) The Brookhollow/Stemmons Center Office Building was owned by a joint
venture consisting of the Partnership and an affiliate. The Partnership and the
affiliate held participation percentages in the joint venture of 72.5% and
27.5%, respectively. In April 1997, the joint venture sold the property in an
all cash sale for $12,724,000. From the proceeds of the sale, the joint venture
paid $340,293 in selling costs. In connection with the sale, the joint venture
wrote off $903,384 of accounts receivable related to rental abatements and
scheduled rent increases, which has been recorded as a reduction of the gain.
The basis of the property was $11,074,128. For financial statement purposes,
the joint venture recognized a gain of $406,195 from the sale of this property,
all of which was allocated to the minority joint venture partner. See Note 5
of Notes to Financial Statements for additional information regarding the
allocation of the gain.
<PAGE>
(d) In May 1997, the Partnership sold the Hammond Aire Plaza Shopping Center in
an all cash sale for $13,800,000. From the proceeds of the sale, the
Partnership paid $376,001 in selling costs. The basis of the property was
$15,543,999. For financial statement purposes, the Partnership recognized no
gain or loss from the sale of this property. However, the Partnership had
previously established an allowance for potential losses related to this
property against which its remaining net investment of $2,120,000 was written
off.
5. Affiliates' Participation in Joint Ventures:
(a) The Perimeter 400 Center Office Building was owned by a joint venture
consisting of the Partnership and three affiliates. During December 1996, the
joint venture sold the property. Pursuant to the sale agreement, $1,750,000 of
the sale proceeds was retained by the joint venture and is unavailable for
distribution until September 1997. The affiliates' share of the proceeds is
$875,000.
(b) The Brookhollow/Stemmons Center Office Building was owned by a joint
venture consisting of the Partnership and an affiliate. During April 1997, this
property was sold. In order for the capital accounts of the joint venture
partners to appropriately reflect their respective remaining economic
interests, the minority joint venture partner received an adjusted income
allocation during 1997. The remaining balance in the affiliate's participation
in joint venture relating to the Brookhollow/Stemmons Center Office Building
joint venture of $68,750 represents the affiliate's share of the remaining sale
proceeds. Pursuant to the sale agreement, $250,000 of the sale proceeds has
been placed in an escrow and will not be disbursed to the joint venture until
the earlier of the settlement of any claims presented by the purchaser or
October 1997.
6. Settlement of Litigation:
A settlement received final approval by the court in November 1996 in the class
action, Paul Williams and Beverly Kennedy, et. al. v. Balcor Pension Investors,
et. al. upon the terms described in the notice to class members in September
1996. The General Partner made a contribution of $230,427 to the Partnership,
from which the plaintiffs' counsel was paid $23,043 pursuant to the settlement
agreement. In February 1997, the General Partner made a settlement payment of
$207,384 ($0.15 per Interest) to members of the class pursuant to the
settlement. Of the total settlement amount, $124,075 was paid to original
investors who held their Limited Partnership Interests at the date of the
settlement and was recorded as a distribution to Limited Partners in the
Financial Statements. The remaining portion of the settlement of $83,309 was
paid to original investors who previously sold their Interests in the
Partnership. This amount was recorded as an administrative expense in the
Financial Statements. The settlement had no material impact on the Partnership.
<PAGE>
7. Contingency:
The Partnership is currently involved in a lawsuit whereby the Partnership, the
General Partner and certain third parties have been named as defendants seeking
damages relating to tender offers to purchase interests in the Partnership and
nine affiliated partnerships initiated by the third party defendants in 1996.
The defendants continue to vigorously contest this action. The action has been
dismissed with prejudice and plaintiffs have filed an appeal. It is not
determinable at this time whether or not an unfavorable decision in this action
would have a material adverse impact on the financial position, operations and
liquidity of the Partnership. The Partnership believes it has meritorious
defenses to contest the claims.
8. Subsequent Events:
(a) In July 1997, the Partnership paid $21,360,583 ($15.45 per Interest) to the
holders of Limited Partnership Interests representing a special distribution of
Mortgage Reductions primarily from the 1997 sales of the Brookhollow/Stemmons
Center Office Building and the Hammond Aire Plaza Shopping Center.
(b) In August 1997, the Partnership sold the 420 North Wabash Office Building
in an all cash sale for $5,000,000. From the proceeds of the sale, the
Partnership paid $146,323 in selling costs. The basis of the property was
$4,800,000. For financial statement purposes, the Partnership will recognize no
gain or loss on the sale of this property. The Partnership will recognize a
recovery of $53,677 and will write off $2,508,323 against a previously
established allowance.
<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Pension Investors - VI (the "Partnership") is a limited partnership
formed in 1984 to invest in first mortgage loans and, to a lesser extent,
wrap-around loans and junior mortgage loans. The Partnership raised
$345,640,500 through the sale of Limited Partnership Interests and utilized
these proceeds to fund thirty-one loans. As a result of repayments,
foreclosures and write-offs of loans in prior years, the Partnership has no
loans in its portfolio as of June 30, 1997. During 1996, the Partnership sold
six properties and its minority joint venture interests in four additional
properties. In addition, the Partnership sold the Park Central Office Building
and Flamingo Pines Shopping Center in February 1997, the Brookhollow/Stemmons
Center Office Building in April 1997, the Hammond Aire Plaza Shopping Center in
May 1997 and its remaining property, the 420 North Wabash Office Building in
August 1997.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1996 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
- ---------------------
Income from operations of real estate held for sale decreased significantly and
participation in income of joint ventures-affiliates ceased due to the 1997 and
1996 sales of the Partnership's properties and its joint venture interests,
which were generating income from operations prior to their sales. In addition,
the Partnership recognized gains in connection with the sales of Park Central
and Brookhollow/Stemmons Center office buildings in February and April 1997,
respectively, and Hawthorne Heights Apartments in June 1996. The net effect of
these events was the primary reason net income decreased during the six months
and quarter ended June 30, 1997 as compared to the same periods in 1996.
Further discussion of Partnership's operations is summarized below.
1997 Compared to 1996
- ---------------------
Unless otherwise noted, discussions of fluctuations between 1997 and 1996 refer
to both the six months and quarters ended June 30, 1997 and 1996.
As a result of the sale of the Noland Fashion Square acquisition loan in August
1996, interest income and equity in loss from investment in acquisition loan
ceased during 1996.
<PAGE>
Income from operations of real estate held for sale represents the net
operations of the properties acquired by the Partnership through foreclosure.
As of June 30, 1997, the Partnership was operating its remaining property, the
420 North Wabash Office Building. Original funds advanced by the Partnership
totaled approximately $11,300,000 for this property. During the six months
ended June 30, 1997, the Partnership sold the Park Central and the
Brookhollow/Stemmons office buildings and the Flamingo Pines and the Hammond
Aire Plaza shopping centers. In addition, six properties were sold in 1996. The
1997 and 1996 sales of the Partnership's properties, which were generating
income from operations prior to their sales, resulted in a decrease in income
from operations of real estate held for sale during 1997 as compared to 1996.
Higher average cash balances were available for investment due to the proceeds
received by the Partnership from the 1997 and 1996 property sales prior to
distribution to Partners. This resulted in an increase in interest income on
short-term investments in 1997 as compared to 1996.
Provisions are charged to income when the General Partner believes an
impairment has occurred to the value of its properties or in a borrower's
ability to repay a loan or in the value of the collateral property.
Determinations of fair value are made periodically on the basis of performance
under the terms of the loan agreement, assessments of property operations and
the estimated sales prices less closing costs. Determinations of fair value
represent estimations based on many variables which affect the value of real
estate, including economic and demographic conditions. During the six months
ended June 30, 1997, the Partnership recognized a provision of $256,000 to
provide for a change in the estimate of the fair value of the Hammond Aire
Plaza Shopping Center and recognized a provision during the six months ended
June 30, 1996 of $352,753 for potential losses related to the Noland Fashion
Square acquisition loan. The Partnership did not recognize any provisions for
potential losses related to its real estate held for sale during 1996. In
addition, during 1997 the Partnership wrote off previously established
allowances of $388,809 and $2,120,000 related to the Flamingo Pines and Hammond
Aire Plaza shopping centers, respectively.
In connection with the February 1997 sale of the Park Central Office Building
and the April 1997 sale of the Brookhollow/Stemmons Center Office Building the
Partnership wrote off the remaining unamortized leasing commissions related to
these properties, which was the primary reason amortization expense increased
by approximately $564,000 during 1997 as compared to 1996. In June 1996, the
Partnership recognized amortization expense related to a settlement of disputed
leasing commissions at the Perimeter 400 Center Office Building of
approximately $186,000, which partially offset this increase.
During 1996, the Partnership incurred additional consulting, legal, printing
and postage costs of approximately $222,000 in connection with its response to
a tender offer. As a result, administrative expenses decreased during 1997 as
compared to 1996. During February 1997, the General Partner made a payment to
original investors who previously sold their Interests in the Partnership of
approximately $83,000 related to the settlement of certain litigation, which
was recorded as an administrative expense. This payment partially offset the
above decrease.
<PAGE>
Participation in income of joint ventures with affiliates represented the
Partnership's share of the operations of the Sand Pebble Village - Phases I and
II and Jonathan's Landing apartment complexes and the 45 West 45th Street
Office Building. Due to the 1996 sales of these properties, participation in
income of joint ventures with affiliates ceased during 1996.
The Sun Lake Apartments and Perimeter 400 Center Office Building were both
owned by joint ventures with affiliates. As a result of the sales of these
properties during 1996, affiliate's participation in income from joint ventures
related to these properties ceased during 1996 and resulted in a decrease in
affiliates' participation in income of approximately $809,000 during 1997 as
compared to 1996. The affiliate's allocation of the gain of approximately
$406,000 recognized in connection with the April 1997 sale of the
Brookhollow/Stemmons Center Office Building, which was also owned by a joint
venture with an affiliate, partially offset this decrease.
During 1997, the Partnership recognized gains of $5,697,347 and $406,195 in
connection with the sales of the Park Central and Brookhollow/Stemmons Center
office buildings, respectively. During 1996, the Partnership recognized a gain
of $1,555,905 in connection with the sale of the Hawthorne Heights Apartments.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased by approximately $28,590,000 as
of June 30, 1997 when compared to December 31, 1996 primarily due to the
payment of special distributions to Limited Partners in January and April 1997
of proceeds from the 1996 property sales and the 1997 sales of the Flamingo
Pines Shopping Center and Park Central Office Building, which was partially
offset by net proceeds received in connection with the sales of four properties
in 1997. Operating activities generated cash of approximately $1,660,000,
primarily as a result of cash flow from the operations of the Partnership's
properties and interest income earned from short-term investments, net of the
payment of administrative expenses. Cash received from investing activities
consisted of net proceeds of approximately $56,661,000 from the sales of the
Park Central and Brookhollow/Stemmons Center office buildings and the Flamingo
Pines and Hammond Aire Plaza shopping centers and a distribution from joint
venture-affiliate of approximately $207,000 less expenditures of approximately
$428,000 for improvements to the Partnership's properties and the funding of
restricted escrows of $560,000 related to the sales of the Brookhollow/Stemmons
Center Office Building and Hammond Aire Plaza Shopping Center. Financing
activities consisted of distributions of sales proceeds to Partners of
approximately $82,891,000, a contribution to the Partnership by the General
Partner of approximately $230,000, and distributions paid to joint venture
partners of approximately $3,469,000. In addition, in July 1997 the Partnership
made a special distribution of $21,360,583 to Limited Partners primarily from
the net proceeds from the sales of the Brookhollow/Stemmons Center Office
Building and the Hammond Aire Plaza Shopping Center, as discussed below.
<PAGE>
The Partnership classifies the cash flow performance of its properties as
either positive, a marginal deficit, or a significant deficit, each after
consideration of debt service payments unless otherwise indicated. A deficit is
considered significant if it exceeds $250,000 annually or 20% of the property's
rental and service income. The Partnership defines cash flow generated from its
properties as an amount equal to the property's revenue receipts less property
related expenditures. During 1997 and 1996, the Partnership's remaining
property, the 420 North Wabash Office Building, generated positive cash flow.
The Park Central and Brookhollow/Stemmons Center office buildings and Hammond
Aire Plaza and Flamingo Pines shopping centers also generated positive cash
flow during 1996 and prior to their sales in 1997. The Partnership incurred
significant leasing costs in 1997 at the Park Central Office Building to lease
vacant space and renew existing tenant leases which were scheduled to expire.
These nonrecurring expenditures were not included in classifying the cash flow
performance of the property. Had these expenditures been included, the property
would have generated a significant deficit in 1997. As of June 30, 1997, the
occupancy rate at the 420 North Wabash Office Building was 93%.
During 1996, the Partnership sold six properties and its minority joint venture
interest in four additional properties. During 1997, the Partnership sold its
remaining properties, the Park Central, the Brookhollow/Stemmons Center and
the 420 North Wabash office buildings and the Flamingo Pines and Hammond Aire
Plaza shopping centers. The Partnership has retained a portion of the cash to
satisfy obligations of the Partnership as well as establish a reserve for
contingencies. The timing of the termination of the Partnership and final
distribution of cash will depend upon the nature and extent of liabilities and
contingencies which exist or may arise. Such contingencies may include legal
and other fees stemming from litigation involving the Partnership including,
but not limited to the lawsuit discussed in Note 7 of Notes to Financial
Statements. In the absence of any contingency, the reserves will be paid within
twelve months of the last property being sold. In the event a contingency
exists, reserves may be held by the Partnership for a longer period of time.
Pursuant to the sale agreement for 45 West 45th Street Office Building, which
was owned by a joint venture consisting of the Partnership and three
affiliates, $500,000 of the sale proceeds was retained by the joint venture and
was unavailable for distribution until April 1997, at which time the funds were
released in full. The Partnership's share was $206,499.
Pursuant to the sale agreement for the Perimeter 400 Center Office Building,
which was owned by a joint venture consisting of the Partnership and three
affiliates, $1,750,000 of the sale proceeds was retained by the joint venture
and is unavailable for distribution until September 1997. The Partnership's
share is $875,000.
In February 1997, the Partnership sold the Park Central Office Building in an
all cash sale for $21,471,000. From the proceeds of the sale, the Partnership
paid $470,891 in selling costs. Pursuant to the terms of the sale, the
Partnership is required to retain $1,100,000 of the sales proceeds until
November 1997. The remainder of the available proceeds was distributed to
Partners in April 1997. See Note 4 of Notes to Financial Statements for
additional information.
<PAGE>
In February 1997, the Partnership sold the Flamingo Pines Shopping Center in an
all cash sale for $10,200,000. From the proceeds of the sale, the Partnership
paid $346,400 in selling costs. The available proceeds were distributed to
Partners in April 1997. See Note 4 of Notes to Financial Statements for
additional information.
The Brookhollow/Stemmons Center Office Building was owned by a joint venture
consisting of the Partnership and an affiliate. In April 1997, the joint
venture sold the property in an all cash sale for $12,724,000. From the
proceeds of the sale, the joint venture paid $340,293 in selling costs. The net
proceeds of the sale were $12,383,707, of which $8,978,188 was the
Partnership's share. Pursuant to the terms of the sale, $250,000 of the sales
proceeds has been placed in an escrow and will not be disbursed to the joint
venture until the earlier of the settlement of any claims presented by the
purchaser or October 1997. The Partnership's share is $181,250. The remainder
of the available proceeds was distributed to Partners in July 1997. See Note 4
of Notes to Financial Statements for additional information.
In May 1997, the Partnership sold the Hammond Aire Plaza Shopping Center in an
all cash sale for $13,800,000. From the proceeds of the sale, the Partnership
paid $376,001 in selling costs. Pursuant to the terms of the sale, the
Partnership is required to retain $712,500 of the sales proceeds until November
1997. In addition, $310,000 of the sale proceeds has been placed in escrow and
will not be distributed to the Partnership until such time as certain survey
and other matters are resolved. The remainder of the available proceeds was
distributed to Partners in July 1997. See Note 4 of Notes to Financial
Statements for additional information.
In August 1997, the Partnership sold the 420 North Wabash Office Building in an
all cash sale for $5,000,000. From the proceeds of the sale, the Partnership
paid $146,323 in selling costs. The available proceeds will be distributed to
Partners in October 1997. See Note 8 of Notes to Financial Statements for
additional information.
In February 1997, the General Partner made a settlement payment of $207,384
($0.15 per Interest) to members of the class pursuant to the settlement
approved by the court in November 1996 in the Paul Williams and Beverly
Kennedy, et. al., v. Balcor Pension Investors, et. al. class action lawsuit.
The General Partner made a contribution of $230,427 to the Partnership, from
which the plaintiffs' counsel was paid $23,043 pursuant to the settlement
agreement. Of the remaining settlement amount, $124,075 was paid to the
original investors who held their Limited Partnership Interests at the date of
the settlement and was recorded as a distribution to Limited Partners in the
Financial Statements. The remaining portion of the settlement of $83,309 was
paid to original investors who previously had sold their Interests in the
Partnership. This amount was recorded as an administrative expense in the
Financial Statements.
In February 1997, the Partnership discontinued the repurchase of Interests from
Limited Partners.
<PAGE>
In July 1997, the Partnership paid a special distribution of $21,360,583
($15.45 per Interest) to the holders of Limited Partnership Interests of
Mortgage Reductions primarily from the 1997 sales of the Brookhollow/Stemmons
Office Building and the Hammond Aire Plaza Shopping Center. Including the July
1997 distribution, Limited Partners have received cash distributions totaling
$315.16 per $250 Interest. Of this amount, $142.21 represents Cash Flow from
operations and $172.95 represents a return of Original Capital. Future
distributions will be made from available proceeds from the sale of the 420
North Wabash Office Building and the release of the holdbacks and escrows on
several of the Partnership's properties.
Changing interest rates can impact real estate values in several ways.
Generally, declining interest rates may lower the cost of capital allowing
buyers to pay more for a property whereas rising interest rates may increase
the cost of capital and lower the price of real estate.
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sale prices
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 5. Other Information
- --------------------------
420 North Wabash Office Building
- --------------------------------
As previously reported, on June 16, 1997, the Partnership executed an agreement
for the sale of (i) the 420 North Wabash Office Building, Chicago, Illinois,
and (ii) the leasehold interest in the land underneath the building to an
unaffiliated party, Friedman Properties, Ltd. ("Friedman"), an Illinois
corporation, for a sale price of $5,000,000. Friedman assigned its rights under
the agreement of sale to an affiliate, 420 North Wabash, L.L.C., an Illinois
limited liability company (the "Purchaser"). The closing was extended and the
sale of the property closed on August 7, 1997. From the proceeds of the sale,
the Partnership paid $100,000 as a brokerage commission to an affiliate of the
third party providing property management services for the Partnership and
$46,323 in closing costs. The Partnership received the remaining proceeds of
approximately $4,854,000.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
(4) Form of Subscription Agreement previously filed as Exhibit 4.1 to Amendment
No. 1 to the Registrant's Registration Statement on Form S-11 dated January 4,
1985 (Registration No. 2-93840) and Form of Confirmation regarding Interests in
the Registrant set forth as Exhibit 4.2 to the Registrant's Report on Form 10-Q
for the quarter ended June 30, 1992 (Commission File No. 0-14332) are
incorporated herein by reference.
(10) Material Contracts:
(a) Agreement of Sale and attachment thereto relating to the sale of Perimeter
400 Center, Fulton County, Georgia, as previously filed as Exhibit (2) to the
Registrant's Current Report on Form 8-K dated December 2, 1996 is incorporated
herein by reference.
(b)(i) Agreement of Sale and attachment thereto relating to the sale of the
Park Central Office Building, DeKalb County, Georgia, as previously filed as
Exhibit (2) to the Registrant's Current Report on Form 8-K dated December 18,
1996 is incorporated herein by reference.
(b)(ii) Letter Agreement relating to the sale of the Park Central Office
building, De Kalb County, Georgia, previously filed as Exhibit (10)(b)(ii) to
the Registrant's Report on Form 10-K for the quarter ended December 31, 1996 is
incorporated herein by reference.
<PAGE>
(c)(i) Agreement of Sale and attachment thereto relating to the sale of Hammond
Aire Plaza Shopping Center, Baton Rouge, Louisiana, previously filed as Exhibit
(10)(c) to the Registrant's Report on Form 10-K for the quarter ended December
31, 1996 is incorporated herein by reference.
(c)(ii) Due Diligence Termination Notice relating to the sale of Hammond Aire
Plaza Shopping Center, Baton Rouge, Louisiana, previously filed as Exhibit
(10)(c)(ii) to the Registrant's Report on Form 10-Q for the quarter ended March
31, 1997 is incorporated herein by reference.
(c)(iii) Ratification and Amendment of Agreement of Sale relating to the sale
of Hammond Aire Plaza Shopping Center, Baton Rouge, Louisiana, previously filed
as Exhibit (10)(c)(iii) to the Registrant's Report on Form 10-Q for the quarter
ended March 31, 1997 is incorporated herein by reference.
(c)(iv) Second Amendment to Agreement of Sale relating to the sale of Hammond
Aire Plaza Shopping Center, Baton Rouge, Louisiana, previously filed as Exhibit
(10)(c)(iv) to the Registrant's Report on Form 10-Q for the quarter ended March
31, 1997 is incorporated herein by reference.
(d)(i) Agreement of Sale relating to the contract to sell Brookhollow/Stemmons
Office Building, Dallas, Texas, previously filed as Exhibit (2) to the
Registrant's Report on Form 8-K dated March 27, 1997, is incorporated herein by
reference.
(d)(ii) Amendment No. 1 to Agreement of Sale relating to the sale of
Brookhollow/Stemmons Center Office Building, Dallas, Texas, previously filed as
Exhibit (10)(d)(ii) to the Registrant's Report on Form 10-Q for the quarter
ended March 31, 1997 is incorporated herein by reference.
(e)(i) Agreement of Sale and attachment thereto relating to the sale of the 420
North Wabash Office Building, Chicago, Illinois, as previously filed as Exhibit
(2)(ii) to the Registrant's Report on Form 8-K dated June 16, 1997, is
incorporated herein by reference.
(e)(ii) First Amendment to Agreement of Sale relating to the sale of the 420
North Wabash Office Building, Chicago, Illinois, is attached hereto.
(27) Financial Data Schedule of the Registrant for the six month period ending
June 30, 1997 is attached hereto.
(b) Reports on Form 8-K:
(i) A Current Report on Form 8-K dated May 9, 1997, was filed reporting the
contract dated May 9, 1997 to sell the 420 North Wabash Office Building in
Chicago, Illinois, which contract was subsequently terminated, and the closing
of the sale of the Hammond Aire Plaza Shopping Center, Baton Rouge, Louisiana.
(ii) A Current Report on Form 8-K dated June 16, 1997 was filed reporting the
termination of the contract dated May 9, 1997 and a new contract dated June 16,
1997 to sell the 420 North Wabash Office Building in Chicago, Illinois.
<PAGE>
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.
BALCOR PENSION INVESTORS-VI
By: /s/ Thomas E. Meador
-----------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Mortgage Advisors-VI, the General Partner
By: /s/ Jayne A. Kosik
-----------------------------
Jayne A. Kosik
Managing Director and Chief Financial
Officer (Principal Accounting Officer) of
Balcor Mortgage Advisors-VI, the General
Partner
Date: August 14, 1997
-------------------
<PAGE>
FIRST AMENDMENT TO AGREEMENT OF SALE
THIS FIRST AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made and
entered into to be effective as of the 31st day of July, 1997, by and between
420 NORTH WABASH, L.L.C., an Illinois limited liability company ("Purchaser"),
and 420 N. WABASH LIMITED PARTNERSHIP, an Illinois limited partnership
("Seller").
WITNESSETH
WHEREAS, Seller and Purchaser (as assignee of FRIEDMAN PROPERTIES, LTD.,
an Illinois corporation) are parties to that certain Agreement of Sale entered
into as of June 16, 1997 (the "Original Agreement"), pursuant to which Seller
agreed to sell to Purchaser, and Purchaser agreed to purchase from Seller, the
Property (as defined in the Original Agreement);
WHEREAS, Seller, Purchaser (as assignee of FRIEDMAN PROPERTIES, LTD.) and
Chicago Title Insurance Company are parties to that certain Amended and
Restated Escrow Agreement dated June 16, 1997 (the "Escrow Agreement"); and
WHEREAS, Seller and Purchaser now desire to amend the Original Agreement
and the Escrow Agreement pursuant to the terms and provisions set forth herein.
NOW, THEREFORE, for and in consideration of the premises and mutual
agreements contained herein, the payment of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller and Purchaser agree that the Original Agreement and
the Escrow Agreement are amended as follows:
1. All capitalized terms used in this Amendment, to the extent not
otherwise expressly defined herein, shall have the same meanings ascribed to
such terms in the Original Agreement or the Escrow Agreement as applicable.
2. The Closing Date is hereby extended to a date which shall be mutually
agreed upon by Purchaser and Seller; provided however, that such Closing Date
shall not be later than August 29, 1997.
3. Concurrently with the execution of this Amendment, Purchaser hereby
agrees to deposit funds in the amount of $100,000.00 with the Escrow Agent
(such funds, together with the existing Earnest Money shall constitute the
("Earnest Money"). Escrow Agent acknowledges receipt of a check or funds
representing the Earnest Money. Upon the execution of this Amendment the
Earnest Money is equal to $350,000.00.
4. Except as amended herein, the terms and conditions of the Original
Agreement and the Escrow Agreement shall continue in full force and effect and
are hereby ratified in their entirety. In the event of an inconsistency
between the terms and conditions of this Amendment and the Original Agreement
or Escrow Agreement, the terms and conditions of the Amendment shall govern and
control.
<PAGE>
5, This Amendment may be executed in multiple counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument. To facilitate the execution of this Amendment,
Seller and Purchaser may execute and exchange by telephone facsimile
counterparts of the signature pages, with each facsimile being deemed an
"original" for all purposes.
IN WITNESS WHEREOF, this Amendment is executed to be effective as of the
date first set forth above.
PURCHASER:
420 NORTH WABASH, L.L.C., an Illinois
limited liability company
By: /s/ Albert M. Friedman
-----------------------------------
Name: Albert M. Friedman
-----------------------------------
Its: Manager
-----------------------------------
SELLER:
420 N. WABASH LIMITED PARTNERSHIP,
an Illinois limited partnership
By: 420 N. Wabash Partners, Inc., an Illinois
corporation, its general partner
By: /s/ Jerry M. Ogle
--------------------------------------
Name: Jerry M. Ogle
--------------------------------------
Its: Managing Director and Secretary
--------------------------------------
ESCROW AGENT
Chicago Title Insurance Company
By: /s/
-----------------------------
Its: Authorized Agent
<PAGE>
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<PERIOD-END> JUN-30-1997
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<RECEIVABLES> 735
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<CURRENT-ASSETS> 30647
<PP&E> 4800
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0
0
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