<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------------------------
For Quarter Ended March 31, 1997 Commission File Number 0-17807
COPLEY PENSION PROPERTIES VI;
A REAL ESTATE LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts 04-2988542
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
225 Franklin Street, 25th Fl.
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 261-9000
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year if changed since last report
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
<PAGE>
COPLEY PENSION PROPERTIES VI;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1997
PART I
FINANCIAL INFORMATION
<PAGE>
COPLEY PENSION PROPERTIES VI;
A REAL ESTATE LIMITED PARTNERSHIP
BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
-------------- -----------------
<S> <C> <C>
Assets
Real estate investments:
Joint ventures $15,384,590 $15,479,056
Property, net 8,349,689 8,350,231
----------- -----------
23,734,279 23,829,287
Cash and cash equivalents 3,773,847 3,076,103
Short-term investments 1,414,899 2,194,290
----------- -----------
$28,923,025 $29,099,680
=========== ===========
Liabilities and Partners' Capital
Accounts payable $ 70,210 $ 86,347
Accrued management fee 51,517 51,517
Deferred disposition fees 582,677 582,677
----------- -----------
Total liabilities 704,404 720,541
----------- -----------
Partners' capital (deficit):
Limited partners ($768.98
per unit; 160,000 units authorized;
48,788 units issued and outstanding) 28,256,390 28,415,303
General partners (37,769) (36,164)
----------- -----------
Total partners' capital 28,218,621 28,379,139
----------- -----------
$28,923,025 $29,099,680
=========== ===========
</TABLE>
(See accompanying notes to financial statements)
<PAGE>
COPLEY PENSION PROPERTIES VI;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
1997 1996
---------- ----------
<S> <C> <C>
INVESTMENT ACTIVITY
Property rentals $ 219,288 $ 217,647
Property operating expenses (102,823) (117,516)
Depreciation and amortization (75,731) (71,337)
--------- ---------
40,734 28,794
Joint venture earnings 353,994 269,811
--------- ---------
Total real estate activity 394,728 298,605
--------- ---------
Interest on cash equivalents
and short-term investments 66,052 67,710
--------- ---------
Total investment activity 460,780 366,315
--------- ---------
PORTFOLIO EXPENSES
Management fee 51,517 51,517
General and administrative 48,883 51,271
--------- ---------
100,400 102,788
--------- ---------
Net income $ 360,380 $ 263,527
========= =========
Net income per limited
partnership unit $ 7.31 $ 5.35
========= =========
Cash distributions per limited
partnership unit $ 10.57 $ 12.50
========= =========
Number of limited partnership units
outstanding during the period 48,788 48,788
========= =========
</TABLE>
(See accompanying notes to financial statements)
<PAGE>
COPLEY PENSION PROPERTIES VI;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
1997 1996
----------------------- ----------------------
General Limited General Limited
Partners Partners Partners Partners
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Balance at beginning $(36,164) $28,415,303 $(26,238) $29,397,948
of period
Cash distributions (5,209) (515,689) (6,160) (609,850)
Net income 3,604 356,776 2,635 260,892
-------- ----------- -------- -----------
Balance at end
of period $(37,769) $28,256,390 $(29,763) $29,048,990
======== =========== ======== ===========
</TABLE>
(See accompanying notes to financial statements)
<PAGE>
COPLEY PENSION PROPERTIES VI;
A REAL ESTATE LIMITED PARTNERSHIP
SUMMARIZED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
1997 1996
----------- ------------
<S> <C> <C>
Net cash provided by operating activities $ 453,271 $ 455,449
---------- ----------
Cash flows from investing activities:
Investment in property - (81,968)
Decrease (increase) in short-term
investments, net 765,371 (410,012)
---------- ----------
Net cash provided by (used in)
investing activities 765,371 (491,980)
---------- ----------
Cash flows from financing activity:
Distributions to partners (520,898) (616,010)
---------- ----------
Net increase (decrease) in cash
and cash equivalents 697,744 (652,541)
Cash and cash equivalents:
Beginning of period 3,076,103 2,997,934
---------- ----------
End of period $3,773,847 $2,345,393
========== ==========
</TABLE>
(See accompanying notes to financial statements)
<PAGE>
COPLEY PENSION PROPERTIES VI;
A REAL ESTATE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (Unaudited)
In the opinion of management, the accompanying unaudited financial statements
contain all adjustments necessary to present fairly the Partnership's financial
position as of March 31, 1997 and December 31, 1996 and its operations, its cash
flows and changes in partners' capital (deficit) for the interim periods ended
March 31, 1997 and 1996. These adjustments are of a normal recurring nature.
See notes to financial statements included in the Partnership's 1996 Annual
Report on Form 10-K for additional information relating to the Partnership's
financial statements.
Note 1 - Organization and Business
Copley Pension Properties VI; A Real Estate Limited Partnership (the
"Partnership") is a Massachusetts limited partnership organized for the purpose
of investing primarily in newly constructed and existing income producing real
properties. It primarily serves as an investment for qualified pension and
profit sharing plans and other organizations intended to be exempt from federal
income tax. The Partnership commenced operations in July 1988, and acquired the
five real estate investments it currently owns prior to the end of 1991. It
intends to dispose of its investments within eight to twelve years of their
acquisition, and then liquidate.
Note 2 - Investments in Joint Ventures
Summarized Financial Information
The following summarized financial information is presented in the aggregate
for the Partnership's three joint ventures:
Assets and Liabilities
----------------------
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
-------------- -----------------
<S> <C> <C>
Assets
Real property, at cost less
accumulated depreciation
of $6,346,208 and $6,158,575,
respectively $ 17,011,885 $ 17,199,404
Other 787,440 739,700
-------------- -----------------
17,799,325 17,939,104
Liabilities 212,935 235,655
-------------- -----------------
Net assets $ 17,586,390 $ 17,703,449
============== =================
</TABLE>
<PAGE>
Results of Operations
---------------------
<TABLE>
<CAPTION>
Quarter Ended March 31,
1997 1996
---------- ----------
<S> <C> <C>
Revenue:
Rental income $ 965,607 $ 916,666
Interest and other income 963 625
--------- ----------
966,570 917,291
--------- ----------
Expenses:
Operating expenses 317,890 350,701
Depreciation and amortization 191,517 223,644
--------- ----------
509,407 574,345
--------- ----------
Net income $ 457,163 $ 342,946
========= ==========
</TABLE>
Liabilities and expenses exclude amounts owed and attributable to the
Partnership and (with respect to two investments) its affiliates on behalf of
their various financing arrangements with the joint ventures.
Note 3 - Property
The following is a summary of the Partnership's two wholly-owned
properties:
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
--------------- ------------------
<S> <C> <C>
Land $ 3,408,203 $ 3,408,203
Buildings, improvements and
other capitalized costs 8,869,433 8,869,433
Investment valuation allowance (1,500,000) (1,500,000)
Accumulated depreciation and
amortization (2,402,991) (2,330,843)
Net operating liabilities (24,956) (96,562)
-------------- ---------------
$ 8,349,689 $ 8,350,231
============== ===============
</TABLE>
During the second quarter of 1995, as a result of a revision to long-
term rental assumptions, the managing general partner determined that the
carrying value of the Wilmington Industrial property would not be recovered
through expected future undiscounted cash flows. Accordingly, the carrying
value was reduced to estimated net fair market value through the recognition of
an investment valuation allowance of $1,500,000.
<PAGE>
Note 4 - Subsequent Event
Distributions of cash from operations relating to the quarter ended
March 31, 1997 were made on April 24, 1997 in the aggregate amount of $520,898
($10.57 per limited partnership unit).
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
- --------------------------------------------------------------------------
Operations
- ----------
Liquidity and Capital Resources
The Partnership completed its offering of units of limited partnership
interest on December 31, 1988. A total of 48,788 units were sold. The
Partnership received proceeds of $43,472,858, net of selling commissions and
other offering costs, which have been used for investment in real estate and for
the payment of related acquisition costs, or retained as working capital
reserves. The Partnership made seven real estate investments; one was sold in
1990, and another in 1994. As a result of these sales, capital of $11,271,004
($231.02 per limited partnership unit) has been returned to the limited
partners.
At March 31, 1997, the Partnership had $5,188,746 in cash, cash
equivalents and short-term investments, of which $520,898 was used for cash
distributions to partners on April 24, 1997; the remainder is being retained as
working capital reserves. The source of future liquidity and cash distributions
to partners will primarily be cash generated by the Partnership's short-term and
real estate investments, and proceeds from the sale of such investments. Based
on an adjusted capital contribution of $768.98 per limited partnership unit,
distributions of cash from operations relating to the first quarter of 1997 and
1996 were made at the annualized rate of 5.5%.
The carrying value of real estate investments in the financial
statements is at depreciated cost, or if the investment's carrying value is
determined not to be recoverable through expected undiscounted future cash
flows, the carrying value is reduced to estimated fair market value. The fair
market value of such investments is further reduced by the estimated cost of
sale for properties held for sale. Carrying value may be greater or less than
current appraised value. At March 31, 1997, the carrying value of one
investment exceeded its appraised value by approximately $310,000. The
appraised value of each of the other investments exceeded their related carrying
values by an aggregate of approximately $5,900,000. The current appraised value
of real estate investments has been estimated by the managing general partner
and is generally based on a correlation of traditional appraisal approaches
performed by the Partnership's advisor and independent appraisers. Because of
the subjectivity inherent in the valuation process, the estimated current
appraised value may differ significantly from that which could be realized if
the real estate were actually offered for sale in the marketplace.
<PAGE>
Results of Operations
Form of Real Estate Investments
The Wilmington Industrial and Stemmons Industrial investments are
wholly-owned properties. The other three real estate investments in the
portfolio are structured as joint ventures.
Operating Factors
Three of the Partnership's four industrial properties (Prentiss
Copystar, Wilmington and White Phonic) were 100% leased at March 31, 1997. The
Wilmington property was 73% leased at March 31, 1996. Stemmons Industrial has
been vacant since February 1996, with the expiration of a short-term lease for
82% of the space. The Partnership is marketing this space to potential long-
term tenants. There are no firm prospects at this time.
Occupancy at Waterford Apartments, the Partnership's multi-family
residential property, remained in the mid-90% range during the first quarter of
1997, which is consistent with the prior year.
Investment Results
Interest income on cash equivalents and short-term investments did not
change significantly between the first quarter of 1996 and 1997, as investment
balances and interest rates were relatively consistent.
Total real estate activity for the first quarter of 1997 was $394,728,
an increase from $298,605 for the comparable period of 1996. Operating income
at Wilmington increased approximately $20,000 due to improved occupancy. In
addition, operating results at Waterford Apartments increased by $67,000 due to
higher rental rates and lower operating expenses for repairs and maintenance.
Operating results at Prentiss also improved due to lower operating expenses for
landscaping and improvements.
Cash flow from operations was relatively unchanged between the first
quarters of 1996 and 1997, since the increases in operating results were offset
by differences in the timing of cash distributions from joint ventures.
Portfolio Expenses
The Partnership management fee is 9% of distributable cash flow from
operations after any increase or decrease in working capital reserves as
determined by the managing general partner. General and administrative expenses
consist primarily of real estate appraisal, printing, legal, accounting and
investor servicing fees.
The Partnership management fee was unchanged between the first
quarters of 1996 and 1997. General and administrative expenses decreased
primarily due to lower professional fees.
<PAGE>
COPLEY PENSION PROPERTIES VI;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1997
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits: None.
b. Reports on Form 8-K: No Current Reports on Form 8-K
were filed during the quarter ended March 31, 1997.
<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.
COPLEY PENSION PROPERTIES VI;
A REAL ESTATE LIMITED PARTNERSHIP
(Registrant)
May 12, 1997
/s/ James J. Finnegan
-------------------------------
James J. Finnegan
Managing Director and General Counsel
of Managing General Partner,
Sixth Copley Corp.
May 12, 1997
/s/ Daniel C. Mackowiak
--------------------------------
Daniel C. Mackowiak
Principal Financial and Accounting
Officer of Managing General Partner,
Sixth Copley Corp.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 3,773,847
<SECURITIES> 1,414,899
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,188,746
<PP&E> 23,734,279
<DEPRECIATION> 0
<TOTAL-ASSETS> 28,923,025
<CURRENT-LIABILITIES> 121,727
<BONDS> 582,677
0
0
<COMMON> 0
<OTHER-SE> 28,218,621
<TOTAL-LIABILITY-AND-EQUITY> 28,923,025
<SALES> 573,282
<TOTAL-REVENUES> 639,334
<CGS> 102,823
<TOTAL-COSTS> 102,823
<OTHER-EXPENSES> 176,131
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 360,380
<INCOME-TAX> 0
<INCOME-CONTINUING> 360,380
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 360,380
<EPS-PRIMARY> 7.31
<EPS-DILUTED> 7.31
</TABLE>
