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
- -----
EXCHANGE ACT OF 1934.
For the quarterly period ended September 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
-------------------------------------------------------
(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
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
-------------
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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BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1997 and December 31, 1996
(Unaudited)
ASSETS
1997 1996
--------------- ---------------
Cash and cash equivalents $ 11,336,990 $ 57,942,543
Escrow deposits - restricted 560,000
Accounts and accrued interest receivable 241,205 2,632,514
Prepaid expenses 95,079
Deferred expenses, net of accumulated
amortization of $380,456 in 1996 634,027
--------------- ---------------
12,138,195 61,304,163
--------------- ---------------
Real estate held for sale (net of
allowance of $4,814,809 in 1996) 54,282,276
Investment in joint venture with
affiliates 206,499
---------------
54,488,775
--------------- ---------------
$ 12,138,195 $ 115,792,938
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 51,982 $ 926,057
Due to affiliates 154,028 174,426
Accrued liabilities, principally
real estate taxes 715,520
Security deposits 256,363
--------------- ---------------
Total liabilities 206,010 2,072,366
--------------- ---------------
Commitments and contingencies
Affiliates' participation in joint
ventures 68,750 3,904,307
Limited Partners' capital (1,382,562
Interests issued and outstanding) 12,310,929 109,967,857
General Partner's deficit (447,494) (151,592)
--------------- ---------------
Total partners' capital 11,863,435 109,816,265
--------------- ---------------
$ 12,138,195 $ 115,792,938
=============== ==============
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1997 and 1996
(Unaudited)
1997 1996
--------------- ---------------
Income:
Interest from investment in
acquisition loan $ 313,520
Income from operations of real estate
held for sale $ 1,673,641 8,520,091
Interest on short-term investments 1,023,617 823,041
--------------- ---------------
Total income 2,697,258 9,656,652
--------------- ---------------
Expenses:
Provision for potential losses on
loan and real estate 256,000 752,753
Amortization of deferred expenses 853,874 340,721
Administrative 830,729 1,236,233
--------------- ---------------
Total expenses 1,940,603 2,329,707
--------------- ---------------
Income before joint venture
participations, equity in loss from
investment in acquisition loan, net
gains on disposition of real estate
and extraordinary item 756,655 7,326,945
Participation in income of joint
ventures - affiliates before
extraordinary item 3,293,750
Equity in loss from investment in
acquisition loan (56,481)
Affiliates' participation in income of
joint ventures (508,653) (1,393,416)
Net gains on disposition of real estate 5,820,593 5,153,684
--------------- ---------------
Income before extraordinary item 6,068,595 14,324,482
Extraordinary item:
Participation in debt extinguishment
expense of joint venture -
affiliate (65,074)
--------------- ---------------
Net income $ 6,068,595 $ 14,259,408
=============== ===============
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1997 and 1996
(Unaudited)
(Continued)
1997 1996
--------------- ---------------
Income before extraordinary item
allocated to General Partner $ 141,910 $ 1,432,488
=============== ===============
Income before extraordinary item
allocated to Limited Partners $ 5,926,685 $ 12,892,034
=============== ===============
Income before extraordinary item per
Limited Partnership Interest
(1,382,562 issued and outstanding) $ 4.29 $ 9.32
=============== ===============
Extraordinary item allocated to
General Partner None $ (6,507)
=============== ===============
Extraordinary item allocated to
Limited Partners None $ (58,567)
=============== ===============
Extraordinary item per Limited
Partnership Interest (1,382,562
issued and outstanding) None $ (0.04)
=============== ===============
Net income allocated to General Partner $ 141,910 $ 1,425,941
=============== ===============
Net income allocated to Limited Partners $ 5,926,685 $ 12,833,467
=============== ===============
Net income per Limited Partnership
Interest (1,382,562 issued and
outstanding) $ 4.29 $ 9.28
=============== ===============
Distributions to General Partner $ 668,239 $ 1,127,556
=============== ===============
Settlement distribution to Limited
Partners $ 124,075 None
=============== ===============
Distributions to Limited Partners $ 103,415,638 $ 17,337,327
=============== ===============
Distributions per Limited Partnership
Interest $ 74.80 $ 12.54
=============== ===============
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1997 and 1996
(Unaudited)
1997 1996
--------------- ---------------
Income:
Interest from investment in
acquisition loan $ 79,644
Income from operations of real estate
held for sale $ 230,044 2,650,735
Interest on short-term investments 181,769 411,750
--------------- ---------------
Total income 411,813 3,142,129
--------------- ---------------
Expenses:
Provision for potential losses on
loan and real estate 400,000
Amortization of deferred expenses 215,162 79,806
Administrative 265,548 470,420
--------------- ---------------
Total expenses 480,710 950,226
--------------- ---------------
(Loss) income before joint venture
participations, equity in loss from
investment in acquisition loan, (loss)
gain on disposition of real estate
and extraordinary item (68,897) 2,191,903
Participation in income of joint
ventures - affiliates before
extraordinary item 2,306,927
Equity in loss from investment in
acquisition loan (31,651)
Affiliates' participation in income of
joint ventures (485,637)
(Loss) gain on disposition of real estate (282,949) 3,597,779
--------------- ---------------
(Loss) income before extraordinary item (351,846) 7,579,321
Extraordinary item:
Participation in debt extinguishment
expense of joint venture -
affiliate (65,074)
--------------- ---------------
Net (loss) income $ (351,846) $ 7,514,247
=============== ===============
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1997 and 1996
(Unaudited)
(Continued)
1997 1996
--------------- ---------------
Income before extraordinary item
allocated to General Partner $ 64,912 $ 757,932
=============== ===============
(Loss) income before extraordinary item
allocated to Limited Partners $ (416,758) $ 6,821,389
=============== ===============
(Loss) income before extraordinary item
per Limited Partnership Interest
(1,382,562 issued and outstanding) $ (0.30) $ 4.93
=============== ===============
Extraordinary item allocated to
General Partner None $ (6,507)
=============== ===============
Extraordinary item allocated to
Limited Partners None $ (58,567)
=============== ===============
Extraordinary item per Limited
Partnership Interest (1,382,562
issued and outstanding) None $ (0.04)
=============== ===============
Net income allocated to General
Partner $ 64,912 $ 751,425
=============== ===============
Net (loss) income allocated to Limited
Partners $ (416,758) $ 6,762,822
=============== ===============
Net (loss) income per Limited Partnership
Interest (1,382,562 issued and
outstanding) $ (0.30) $ 4.89
=============== ===============
Distribution to General Partner None $ 513,084
=============== ===============
Distribution to Limited Partners $ 21,360,583 $ 10,618,076
=============== ===============
Distribution per Limited Partnership
Interest $ 15.45 $ 7.68
=============== ===============
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
September 30, 1997 and December 31, 1996
(Unaudited)
1997 1996
--------------- ---------------
Operating activities:
Net income $ 6,068,595 $ 14,259,408
Adjustments to reconcile net income to
net cash provided by operating
activities:
Provision for potential losses on
loan and real estate 256,000 752,753
Amortization of deferred expenses 853,874 340,721
Participation in income of joint
ventures - affiliates (3,293,750)
Participation in debt extinguishment
expense of joint venture -
affiliate 65,074
Equity in loss from investment in
acquisition loan 56,481
Affiliates' participation in income
of joint ventures 508,653 1,393,416
Net gains on disposition of
real estate (5,820,593) (5,153,684)
Payment of deferred expenses (219,847) (297,704)
Net change in:
Escrow deposits (254,926)
Accounts and accrued interest
receivable 1,151,299 39,126
Prepaid expenses 95,079 (154,313)
Accounts payable (874,075) 152,343
Due to affiliates (20,398) 64,681
Accrued liabilities (715,520) 417,155
Security deposits (256,363) (52,251)
--------------- -------------
Net cash provided by operating
activities 1,026,704 8,334,530
--------------- -------------
Investing activities:
Proceeds from sale of investment in
acquisition loan 3,803,640
Costs incurred in connection with sale
of investment in acquisition loan (53,058)
Distributions from joint ventures -
affiliates 206,499 12,731,850
Improvements to properties (428,213)
BALCOR PENSION INVESTORS-VI
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
September 30, 1997 and December 31, 1996
(Unaudited)
(Continued)
1997 1996
--------------- ---------------
Proceeds from disposition of real
estate 63,195,000 28,650,000
Costs incurred in connection with
disposition of real estate (1,679,908) (899,746)
Escrow deposits - restricted (560,000)
--------------- ---------------
Net cash provided by investing
activities 60,733,378 44,232,686
--------------- ---------------
Financing activities:
Distributions to Limited Partners (103,539,713) (17,337,327)
Deemed distribution to Limited Partners (43,900)
Distributions to General Partner (668,239) (1,127,556)
Contribution by General Partner 230,427
Distributions to joint venture
partners - affiliates (4,344,210) (894,796)
Capital contributions by joint venture
partners - affiliates 222,128
Principal payments on mortgage
note payable (133,049)
--------------- ---------------
Net cash used in financing activities (108,365,635) (19,270,600)
--------------- ---------------
Net change in cash and cash equivalents (46,605,553) 33,296,616
Cash and cash equivalents at beginning
of period 57,942,543 16,076,834
--------------- ---------------
Cash and cash equivalents at end of
period $ 11,336,990 $ 49,373,450
=============== ===============
The accompanying notes are an integral part of the financial statements.
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 nine months
and quarter ended September 30, 1997, and all such adjustments are of a normal
and recurring nature.
(b) A reclassification has been made to the previously reported 1996 financial
statements in order to provide comparability with the 1997 statements. This
reclassification has 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 remaining economic interests as provided for in
the Partnership Agreement, the income (loss) allocations between the partners
have been adjusted for financial statement purposes in 1997.
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 and costs stemming
from litigation involving the Partnership including, but not limited to, the
lawsuit as discussed in Note 8 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 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
nine months and quarter ended September 30, 1997 are:
Paid
----------------------
Nine Months Quarter Payable
------------ --------- ----------
Reimbursement of expenses to
the General Partner, at cost $163,219 $49,381 $154,028
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 7 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
$9,853,600, which is net of an allowance of $388,809. 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 6
of Notes to Financial Statements for additional information regarding the
allocation of the gain.
(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
$13,423,999, which is net of an allowance of $2,120,000. 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.
(e) 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. In connection with the sale, the
Partnership wrote off $336,626 of accounts receivable related to rental
abatements and scheduled rent increases, which has been recorded as a cost of
sale of this property. The basis of the property was $4,800,000, which is net
of an allowance of $2,562,000. The Partnership had previously established an
allowance for potential losses related to this property against which
$2,562,000 of its remaining net investment was written off. For financial
statement purposes, the Partnership recognized a loss of $282,949 in connection
with the sale of this property.
5. Investment in Joint Venture with Affiliates:
The 45 West 45th Street Office Building was owned by a joint venture consisting
of the Partnership and three affiliates. In November 1996, the joint venture
sold the property. Pursuant to the sale agreement, $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.
6. 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. In 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 was unavailable for
distribution until September 1997, at which time the funds were released in
full. The affiliates' share of the proceeds was $875,000.
(b) 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 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 were
placed in an escrow and were not to be disbursed to the joint venture until the
earlier of the settlement of any claims presented by the purchaser or October
1997. The funds were released in full in October 1997.
7. 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. Similar contributions and payments were made on the seven
other partnerships included in the lawsuit in addition to those payments
described above. The Balcor Company paid an additional $635,000 to the
plaintiffs' class counsel and The Balcor Company received approximately
$946,000 from the eight partnerships as a reimbursement of its legal
expenses, of which $272,571 was the Partnership's share. The settlement had
no material impact on the Partnership.
8. 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.
9. Subsequent Event:
In October 1997, the Partnership paid $5,806,760 ($4.20 per Interest) to the
holders of Limited Partnership Interests representing a special distribution of
Mortgage Reductions from the 1997 sale of the 420 North Wabash Office Building
and the release of the Perimeter 400 Center Office Building holdback.
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 September 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
- ----------
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 in
properties, 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, a loss in connection with the sale of the 420 North
Wabash Office Building in August 1997 and gains in connection with the sales of
the Hawthorne Heights, Woodscape and Shoal Run apartment complexes in June,
August and September 1996, respectively. The net effect of these events
resulted in decreased net income during the nine months ended September 30,
1997 as compared to the same period in 1996, and a net loss during the quarter
ended September 30, 1997 as compared to net income during the same period 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 nine months and quarters ended September 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.
Income from operations of real estate held for sale represents the net
operations of the properties acquired by the Partnership through foreclosure.
During the nine months ended September 30, 1997, the Partnership sold the Park
Central, the Brookhollow/Stemmons Center and the 420 North Wabash 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 during the first
nine months of 1997 due to the proceeds received by the Partnership from the
1997 and 1996 property sales prior to distribution to Partners. Due to the
timing of the sales and distributions to Partners, interest income on
short-term investments increased during the nine months ended September 30,
1997 as compared to the same period in 1996, and decreased for the quarter ended
September 30, 1997 as compared to the same period in 1996.
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, assessments of property operations and
the property's estimated sales price less closing costs. Determinations of fair
value represented estimations based on many variables which affected the value
of real estate, including economic and demographic conditions. During the nine
months ended September 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. During the nine months ended September
30, 1996, the Partnership recognized provisions of $352,753 and $400,000
related to the Noland Fashion Square acquisition loan and the Flamingo Pines
Shopping Center, respectively. In addition, during 1997 the Partnership wrote o
of previously established allowances of $388,809, $2,120,000 and $2,562,000
related to the Flamingo Pines Shopping Center, Hammond Aire Plaza Shopping
Center, and 420 North Wabash Office Building, respectively.
In connection with the 1997 sales of the Park Central, Brookhollow/Stemmons
Center and 420 North Wabash office buildings, the Partnership wrote off the
remaining unamortized leasing commissions related to these properties, which
was the primary reason amortization expense increased by approximately $699,000
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, investor
processing, printing and postage costs in connection with its response to a
tender offer. In addition, portfolio management costs decreased in 1997. As a
result, administrative expenses decreased during 1997 as compared to 1996.
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. In addition, the
Partnership incurred its share of a prepayment penalty paid in connection with
the sale of Sand Pebble Village - Phase II Apartments of $65,074. This amount
was recognized as debt extinguishment expense and classified as an
extraordinary item 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, affiliates' participation in income from joint ventures
related to these properties ceased during 1996. This resulted in a decrease in
affiliates' participation in income of approximately $1,206,000 during 1997 as
compared to 1996. The affiliate's share 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, and a loss of $282,949 in connection with the
sale of the 420 North Wabash Office Building. During 1996, the Partnership
recognized gains of $1,472,905, $2,621,579 and $1,059,200 in connection with
the sales of the Hawthorne Heights, Woodscape and Shoal Run apartments
complexes.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased by approximately $46,606,000 as
of September 30, 1997 when compared to December 31, 1996 primarily due to the
payment of a special distribution to Limited Partners in January 1997 of
proceeds from the 1996 property sales. In addition, the Partnership made
distributions to Limited Partners in April and July of 1997 of proceeds from
the 1997 sales of the Flamingo Pines and Hammond Aire shopping centers and Park
Central and Brookhollow/Stemmons Center office buildings, as well as,
distributions to joint venture partners primarily of proceeds from the sale of
the Brookhollow/Stemmons Center Office Building. Operating activities generated
cash of approximately $1,026,000, primarily as a result of cash flow from the
operations of the Partnership's properties prior to their sale 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 $61,515,000 from the sales of the Park Central,
Brookhollow/Stemmons Center and 420 North Wabash 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 certain Partnership 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 $104,252,000, a contribution to the Partnership by
the General Partner of approximately $230,000 and distributions paid to joint
venture partners of approximately $4,344,000. In addition, in October 1997, the
Partnership made a special distribution of $5,806,760 to Limited Partners
primarily from the net proceeds from the sale of the 420 North Wabash Office
Building, as discussed below.
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, Brookhollow/Stemmons Center and 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 and costs stemming from litigation involving the Partnership
including, but not limited to the lawsuit discussed in Note 8 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 continues to exist or arises, 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. These proceeds were
distributed to Limited Partners in July 1997.
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 was unavailable for distribution until September 1997, at which time the
funds were released in full. The Partnership's share was $875,000. These
proceeds were distributed to Limited Partners in October 1997.
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.
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 sale
proceeds were placed in an escrow and were not to be disbursed to the joint
venture until the earlier of the settlement of any claims presented by the
purchaser or October 1997. The funds were released in full in October 1997 and
the Partnership's share was $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 were distributed to
Partners in October 1997. See Note 4 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. Similar contributions and payments were made on the seven
other partnerships included in the lawsuit in addition to those payments
described above. The Balcor Company paid an additional $635,000 to the
plaintiffs' class counsel and The Balcor Company received approximately
$946,000 from the eight partnerships as a reimbursement of its legal
expenses, of which $272,571 was the Partnership's share.
In February 1997, the Partnership discontinued the repurchase of Interests from
Limited Partners.
In October 1997, the Partnership paid a special distribution of $5,806,760
($4.20 per Interest) to the holders of Limited Partnership Interests of
Mortgage Reductions from the August 1997 sale of the 420 North Wabash Office
Building and the release of the Perimeter 400 Center Office Building holdback.
Including the October 1997 distribution, Limited Partners have received cash
distributions totaling $319.36 per $250 Interest. Of this amount, $142.21
represents Cash Flow from operations and $177.15 represents a return of
Original Capital. A future distribution is expected to be made from the release
of the holdbacks and escrows on several of the Partnership's properties.
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 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.
(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, previously filed as Exhibit
(2)(e)(ii) to the Registrant's 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 nine month period ending
September 30, 1997 is attached hereto.
(b) Reports on Form 8-K: No reports on Form 8-K were filed for the quarter
ended September 30, 1997.
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: November 6, 1997
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