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 March 31, 1998
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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
- ------------------------------- -------------------
(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
March 31, 1998 and December 31, 1997
(Unaudited)
ASSETS
1998 1997
---------------- ----------------
Cash and cash equivalents $ 5,517,975 $ 5,290,460
Escrow deposits - restricted 235,000 310,000
Accounts and accrued interest receivable 73,547 383,826
Prepaid expenses 2,630
---------------- ----------------
5,829,152 5,984,286
================ ================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 58,942 $ 41,259
Due to affiliates 82,405 66,452
---------------- ----------------
Total liabilities 141,347 107,711
---------------- ----------------
Commitments and contingencies
Limited Partners' capital (1,382,562
Interests issued and outstanding) 6,199,565 6,388,335
General Partner's deficit (511,760) (511,760)
---------------- ----------------
Total partners' capital 5,687,805 5,876,575
---------------- ----------------
$ 5,829,152 $ 5,984,286
================ ================
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 March 31, 1998 and 1997
(Unaudited)
1998 1997
---------------- ----------------
Income:
(Loss) income from operations of real
estate held for sale $ (4,364) $ 1,128,853
Interest on short-term investments 74,378 516,012
---------------- ----------------
Total income 70,014 1,644,865
---------------- ----------------
Expenses:
Provision for potential losses on
real estate 256,000
Amortization of deferred expenses 345,285
Other expense 78,437
Administrative 180,347 365,519
---------------- ----------------
Total expenses 258,784 966,804
---------------- ----------------
(Loss) income before affiliate's
participation in joint venture and gain
on disposition of real estate (188,770) 678,061
Affiliate's participation in income of
joint venture (59,657)
Gain on dispostion of real estate 5,697,347
---------------- ----------------
Net (loss) income $ (188,770) $ 6,315,751
================ ================
Net (loss) income allocated to
General Partner None None
================ ================
Net (loss) income allocated to
Limited Partners $ (188,770) $ 6,315,751
================ ================
Net (loss) income per Limited Partnership
Interest (1,382,562 issued and
outstanding) - Basic and Diluted $ (0.14) $ 4.57
================ ================
Distribution to General Partner None $ 307,236
================ ================
Deemed distribution to Limited Partners None $ 43,900
================ ================
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 March 31, 1998 and 1997
(Unaudited)
(Continued)
1998 1997
---------------- ----------------
Settlement distribution to Limited
Partners None $ 124,075
================ ================
Distribution to Limited Partners None $ 38,711,736
================ ================
Distribution per Limited Partnership
Interest None $ 28.00
================ ================
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 quarters ended March 31, 1998 and 1997
(Unaudited)
1998 1997
---------------- ----------------
Operating activities:
Net (loss) income $ (188,770) $ 6,315,751
Adjustments to reconcile net (loss)
income to net cash provided by
operating activities:
Provision for potential losses on
real estate 256,000
Payment of deferred expenses (219,847)
Amortization of deferred expenses 345,285
Affiliate's participation in income
of joint venture 59,657
Gain on disposition of real estate (5,697,347)
Net change in:
Accounts and accrued interest
receivable 310,279 525,461
Prepaid expenses (2,630) 80,651
Accounts payable 17,683 (112,337)
Due to affiliates 15,953 (7,201)
Accrued liabilities (333,740)
Security deposits (172,155)
---------------- ----------------
Net cash provided by operating
activities 152,515 1,040,178
---------------- ----------------
Investing activities:
Improvements to properties (428,213)
Proceeds from dispositions of
real estate 31,671,000
Cost incurred with dispositions of
real estate (817,291)
Escrow deposits - restricted 75,000
---------------- ----------------
Net cash provided by investing
activities 75,000 30,425,496
---------------- ----------------
Financing activities:
Distributions to Limited Partners (38,835,811)
Deemed distribution to Limited Partners (43,900)
Distribution to General Partner (307,236)
Contribution by General Partner 230,427
Distribution to joint venture partner -
affiliate (44,756)
----------------
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 quarters ended March 31, 1998 and 1997
(Unaudited)
(Continued)
1998 1997
---------------- ----------------
Net cash used in financing activities (39,001,276)
----------------
Net change in cash and cash equivalents 227,515 (7,535,602)
Cash and cash equivalents at beginning
of period 5,290,460 57,942,543
---------------- ----------------
Cash and cash equivalents at end of
period $ 5,517,975 $ 50,406,941
================ ================
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) The loss allocation between the Limited Partners and the General Partner
has been adjusted for financial statement purposes in order that the capital
account balances more accurately reflect their remaining economic interests as
provided for in the Partnership Agreement.
(b) In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the quarter
ended March 31, 1998, and all such adjustments are of a normal and recurring
nature.
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 1997, the Partnership sold its five remaining properties.
The Partnership has retained a portion of the cash from the property sales 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 and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuit discussed in Note 4 of Notes to
Financial Statements. In the absence of any such contingency, the reserves will
be paid within twelve months of the last property being sold. In the event a
contingency continues to exist or arises, reserves may be held by the
Partnership for a longer period of time.
3. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates for the
quarter ended March 31, 1998 are:
Paid Payable
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Reimbursement of expenses to
the General Partner, at cost $ 20,844 $ 82,405
4. 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
<PAGE>
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 or
liquidity of the Partnership. The Partnership believes it has meritorious
defenses to contest the claims.
5. Subsequent Event:
In April 1998, the Partnership made a distribution of $1,935,587 ($1.40 per
Interest) to the holders of Limited Partnership Interests representing Mortgage
Reductions from the release of holdbacks and escrows on several of the
Partnership's properties.
<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, and subsequently acquired thirteen
properties and three investments in joint ventures-affiliates through
foreclosure. As of March 31, 1998, the Partnership has no loans or real estate
in its portfolio.
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 1997 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
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Administrative expenses were higher than interest income earned on short-term
investments during the quarter ended March 31, 1998. This was the primary
reason the Partnership recognized a net loss for the quarter ended March 31,
1998. During 1997, the Partnership recognized a gain on the sale of the Park
Central Office Building, which was the primary reason the Partnership
recognized net income for the quarter ended March 31, 1997. Further discussion
of the Partnership's operations is summarized below.
1997 Compared to 1996
- ---------------------
Discussions of fluctuations between 1998 and 1997 refer to the quarters ended
March 31, 1998 and 1997.
Income from operations of real estate held for sale represented the net
operations of the properties acquired by the Partnership through foreclosure.
During 1997, the Partnership sold its five remaining properties. During 1998,
the Partnership paid additional expenditures related to one of the properties
sold in 1997. As a result, the Partnership recognized a loss from operations of
real estate held for sale during 1998 as compared to income during 1997.
Higher average cash balances were available for investment during 1997
primarily due to the proceeds received by the Partnership from the 1997 sales
of the Flamingo Pines Shopping Center and the Park Central Office Building and
remaining available proceeds from the 1996 property sales prior to distribution
to Partners in April 1997. As a result, interest income on short-term
investments decreased in 1998 as compared to 1997.
<PAGE>
Provisions were charged to income when the General Partner believed an
impairment had 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 were made periodically on the basis of performance
under the terms of the loan agreement and assessments of property operations.
Determinations of fair value represented estimations based on many variables
which affected the value of real estate, including economic and demographic
conditions. During the quarter ended March 31, 1997, the Partnership recognized
a provision of $256,000 to provide for changes in the estimate of the fair
value of the Hammond Aire Plaza Shopping Center. In addition, the Partnership
wrote off a previously established allowance of $388,809 related to the
Flamingo Pines Shopping Center.
In connection with the sale of the Park Central Office Building in 1997, the
Partnership wrote-off the remaining unamortized leasing commissions related to
the property. In addition, the Partnership sold its remaining properties in
1997. As a result, amortization expense ceased during 1997.
During 1998, the Partnership paid $78,437 in settlement of claims presented by
the purchaser of the Hammond Aire Plaza Shopping Center for certain tenant
improvements, leasing, survey and escrow costs pursuant to the sale agreement.
The property was sold in 1997. This amount was recognized as other expense for
financial statement purposes during 1998.
During February 1997, the General Partner made a payment relating to the
settlement of certain litigation to original investors who previously sold
their Interests in the Partnership. This payment was recorded as an
administrative expense. In addition, the Partnership incurred legal fees
related to this settlement. The Partnership also incurred increased legal,
printing and postage costs in connection with its responses to tender offers
during the first quarter of 1997. As a result, administrative expenses
decreased during 1998 as compared to 1997. A decrease in accounting fees during
1998 also contributed to this decrease.
The Brookhollow/Stemmons Center Office Building was owned by a joint venture
with an affiliate. As a result of the sale of this property during 1997,
affiliate's participation in income of joint venture ceased during 1997.
During February 1997, the Partnership sold the Park Central Office Building and
recognized a gain on the sale of $5,697,347.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership increased by approximately $228,000 as of
March 31, 1998 when compared to December 31, 1997 primarily due to the
collection of a receivable related to a property sold during 1997. Operating
activities generated cash of approximately $153,000 from the collection of a
receivable related to a sold property and interest income earned from
short-term investments, net of the payment of administrative expenses and
expenses paid pursuant to the settlement of claims presented by the purchaser
of the Hammond Aire Plaza Shopping Center. Cash received from investing
<PAGE>
activities consisted of the release of restricted escrows of $75,000 related to
the sale of the Hammond Aire Plaza Shopping Center. In addition, in April 1998,
the Partnership made a distribution of $1,935,587 to Limited Partners primarily
from the release of holdbacks and escrows on several of the Partnership's
properties, as discussed below.
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 1997, the Partnership sold its five remaining properties.
The Partnership has retained a portion of the cash from the property sales 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 and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuit discussed in Note 4 of Notes to
Financial Statements. In the absence of any such contingency, the reserves will
be paid within twelve months of the last property being sold. In the event a
contingency continues to exist or arises, reserves may be held by the
Partnership for a longer period of time.
Pursuant to the sale agreement for the Hammond Aire Plaza Shopping Center,
$712,500 of the sales proceeds was to be retained until the later of November
1997 or the settlement of any claims presented by the purchaser. The funds were
released in March 1998 after the Partnership paid $53,437 for certain tenant
improvement costs and leasing commissions. Pursuant to the terms of the sale,
an additional $310,000 of the sale proceeds was placed in escrow at closing. In
March 1998, $50,000 of the escrow was disbursed to the Partnership and $25,000
was disbursed to the purchaser to cover certain survey and easement costs. The
remaining sale proceeds of $235,000 remain in escrow pending resolution of
certain tenant issues. The Partnership expects to receive a majority of the
sales proceeds remaining in the escrow.
In February 1997, the Partnership discontinued the repurchase of Interests from
Limited Partners. As of March 31, 1998, there were 70,711 Interests and cash of
$5,461,510 in the Early Investment Incentive Fund.
In April 1998, the Partnership made a distribution of $1,935,587 ($1.40 per
Interest) to the holders of Limited Partnership Interests representing Mortgage
Reductions from the release of holdbacks and escrows on several of the
Partnership's properties. Including the April 1998 distribution, Limited
Partners have received cash distributions totaling $320.76 per $250 Interest.
Of this amount, $142.21 represents Cash Flow from operations and $178.55
represents a return of Original Capital. No additional distributions are
anticipated to be made prior to the termination of the Partnership. However,
after paying final partnership expenses, any remaining cash reserves will be
distributed.
<PAGE>
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
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(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 14,
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 Annual Report on Form 10-K for the quarter ended December 31,
1996, is incorporated herein by reference.
(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 Annual 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 Quarterly 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 Quarterly 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
<PAGE>
(10)(c)(iv) to the Registrant's Quarterly 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 Current 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 Quarterly 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 Current 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, previously filed as Exhibit
(2)(e)(ii) to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 is incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for the three month period
ending March 31, 1998 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended March 31, 1998.
<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
Senior Managing Director and Chief Financial
Officer (Principal Accounting Officer) of
Balcor Mortgage Advisors-VI, the General
Partner
Date: May 5, 1998
---------------------------
<PAGE>
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<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 5518
<SECURITIES> 235
<RECEIVABLES> 74
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5829
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5829
<CURRENT-LIABILITIES> 141
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5688
<TOTAL-LIABILITY-AND-EQUITY> 5829
<SALES> 0
<TOTAL-REVENUES> 70
<CGS> 0
<TOTAL-COSTS> 79
<OTHER-EXPENSES> 180
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (189)
<INCOME-TAX> 0
<INCOME-CONTINUING> (189)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (189)
<EPS-PRIMARY> (.14)
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</TABLE>
