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Total # of Pages: 15
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 January 31, 1997 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
TO
--------- ----------
Commission File Number 0-13219
------------------------------------------------
BOETTCHER PENSION INVESTORS LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
COLORADO 84-0948497
- --------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
77 West Wacker Drive
Chicago, Illinois 60601
- ----------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 574-6000
--------------------------
Indicate by checkmark 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 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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INDEX
Page
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PART I. Financial Information
Item 1. Financial Statements (unaudited)
Balance Sheets -
January 31, 1997 and October 31, 1996 3
Statements of Operations -
Three months ended January 31, 1997 and 1996 4
Statement of Partners' Capital -
Three months ended January 31, 1997 5
Statements of Cash Flows -
Three months ended January 31, 1997 and 1996 6
Notes to Financial Statements 7
Item 2.Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURE 15
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PART I. Financial Information
Item 1. Financial Statements
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Balance Sheets
(unaudited)
January 31, October 31,
Assets 1997 1996
---------- -----------
Real estate investments:
Property held for sale at cost, net $6,535,765 $6,535,765
Less: accumulated depreciation (597,703) (557,822)
---------- ----------
5,938,062 5,977,943
Cash and cash equivalents at cost,
which approximates market value 747,197 667,934
Deferred leasing costs, net of
accumulated amortization of
$37,390 and $34,414, respectively 48,395 60,756
Accounts receivable and other assets, net
of allowances of $79,592 and $77,727,
respectively 46,121 42,918
---------- ----------
$6,779,775 $6,749,551
========== ==========
Liabilities and Partners' Capital
Mortgage payable $5,742,144 $5,755,906
Accounts payable and accrued liabilities 37,455 23,191
Payable to managing general partner 53,761 28,218
Property taxes payable 5,497 59,232
Accrued interest payable 45,459 -
Other liabilities 31,732 23,912
---------- ----------
Total liabilities 5,916,048 5,890,459
Partners' capital: (35,857) (35,857)
General partners 899,584 894,949
---------- ----------
Limited partners 863,727 859,092
---------- ----------
Total partners' capital $6,779,775 $6,749,551
========== ==========
See accompanying notes to financial statements.
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BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Operations
Three months ended January 31, 1997 and 1996
(unaudited)
Three months ended
January 31,
--------------------
1997 1996
--------- ---------
Revenue:
Rental income $ 237,150 $ 251,874
Tenant reimbursements and other income 44,008 49,719
Interest income 7,734 7,279
--------- ---------
288,892 308,872
--------- ---------
Expenses:
Interest 136,540 138,410
Depreciation and amortization 49,510 49,364
Property taxes 12,234 23,589
Fees and reimbursements to managing
general partner 5,874 5,724
Other management fees 11,543 13,549
Repairs and maintenance 17,148 15,208
Utilities 4,192 9,683
General and administrative 27,669 49,872
Environmental 19,547 -
--------- ---------
284,257 305,399
--------- ---------
Net earnings $ 4,635 $ 3,473
========= =========
Net earnings per limited
partnership unit using the weighted
average number of limited partnership
units outstanding of 10,717 $ .43 $ .32
========= =========
See accompanying notes to financial statements.
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BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statement of Partners' Capital
Three months ended January 31, 1997
(unaudited)
Total
General Limited partners'
partners partners capital
--------- -------- --------
Capital (deficit) at
November 1, 1996 $ (35,857) $894,949 $859,092
Net earnings for the three months
ended January 31, 1997 - 4,635 4,635
--------- -------- --------
Capital (deficit) at
January 31, 1997 $ (35,857) $899,584 $863,727
========= ======== ========
See accompanying notes to financial statements.
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BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Cash Flows
Three months ended January 31, 1997 and 1996
(unaudited)
Three months ended
January 31,
--------------------
1997 1996
-------- --------
Cash flows from operating activities:
Net earnings $ 4,635 $ 3,473
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
Depreciation and amortization 49,510 49,364
Bad debt expense 7,443 -
Change in operating assets and liabilities:
Increase in accounts receivable
and other assets (5,182) (13,496)
Increase (decrease) in accounts payable
and accrued liabilities 14,264 (30,713)
Increase in payable to managing
general partner 25,543 47,557
Decrease in property taxes payable (53,735) (47,490)
Increase (decrease) in accrued
interest payable 45,459 (148)
Increase in other liabilities 7,820 12,179
-------- --------
Net cash provided by operating activities 95,757 20,726
-------- --------
Cash flows used in investing activities -
Increase in deferred leasing costs (2,732) (4,221)
-------- --------
Cash flows used by financing activities:
Reduction in mortgage payable (13,762) (18,706)
-------- --------
Net increase (decrease) in cash and cash equivalents 79,263 (2,201)
Cash and cash equivalents at October 31 667,934 515,751
-------- --------
Cash and cash equivalents at January 31 $747,197 $513,550
======== ========
Supplemental schedule of cash flow information:
Interest paid in cash during the period $ 91,081 $138,558
======== ========
See accompanying notes to financial statements.
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BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
January 31, 1997
(unaudited)
(1) Financial Statement Adjustments and Footnote Disclosure
The accompanying financial statements are unaudited. However, Boettcher
Affiliated Investors L.P., ("BAILP"), the Managing General Partner of
Boettcher Pension Investors Ltd. (the "Partnership"), believes all
material adjustments necessary for a fair presentation of the interim
financial statements have been made and that such adjustments are of a
normal and recurring nature. Certain information and footnotes normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been omitted pursuant to Securities
and Exchange Commission rules and regulations. BAILP believes the
disclosures made are adequate to make the information not misleading and
suggests that the condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the Boettcher
Pension Investors Ltd. October 31, 1996 Annual Report.
(2) Significant Accounting Principles
Environmental Remediation Liabilities
Liabilities for loss contingencies, including environmental remediation
costs, arising from claims, assessments, litigation, fines and penalties,
and other sources are recorded when it is probable that a liability has
been incurred and the amount of the assessment and/or remediation can be
reasonably estimated. The costs of site clean-up are recorded in the
amount of the cash payments made or for future estimated costs for that
site when fixed or reliably determinable based upon information derived
from the remediation plan for that site. Recoveries from third parties
which are probable of realization are separately recorded and are not
offset against the related environmental liability.
Financial Instruments
The fair value of the Partnership's financial instruments approximate
their carrying values due to the short maturities of those instruments or
due to the interest rates of those instruments approximating interest
rates for similar issues.
Use of Estimates
Management of the Partnership has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities to prepare these
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
Business and Credit Concentrations
The Partnership's remaining real estate investment, Parkway Village
Shopping Center, is located in Provo, Utah. THree national tenants
account for fifty percent of the rental income.
The Partnership estimates an allowance for doubtful accounts based on the
credit worthiness of its customers as well as general economic
conditions. Consequently, an adverse change in those factors could
affect the Partnership's estimate of its bad debts. At January 31, 1997,
the Partnership had $79,592 of tenant receivables from current and former
tenants of the Parkway Village Shopping Center for which an allowance
for doubtful accounts have been established.
Income Taxes
No provision has been made for federal income taxes, as the taxable
income (loss) is reported by the partners rather than the Partnership.
The Partnership reports certain transactions differently for tax and
financial statement purposes, primarily depreciation.
Real Estate Investments
Properties held for sale are recorded at the lower of cost or fair market
value, which exceeds or approximates independent appraised values.
Building and improvements are depreciated using the straight-line method
over an estimated useful life of 30 years. Equipment and furnishings are
depreciated using the straight-line method over an estimated useful life
of 10 years. Renewals and betterments are capitalized and repairs and
maintenance are charged to operations as incurred.
Deferred Leasing Costs
Costs associated with the leasing of the Partnership's retail shopping
centers are deferred and amortized over the life of the related leases.
These costs are comprised of lease commissions and construction costs
related to the buildout of tenant space.
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BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
January 31, 1997
(unaudited)
Statements of Cash Flows
For purposes of the statements of cash flows, cash and cash equivalents
include highly liquid debt instruments purchased with an original
maturity of three months or less. Cash and cash equivalents are
comprised of the following:
As of January 31,
1997 1996
--------- ---------
Money market fund $708,414 $441,226
Operating cash 38,783 72,324
-------- --------
Cash and cash equivalents $747,197 $513,550
======== ========
Reclassifications
Certain prior year amounts have been reclassified for comparability with
fiscal 1997 financial statement presentation.
(3) Real Estate Investment
Parkway Village Shopping Center
In fiscal 1995, a non sudden release of a dry cleaning solution,
tetrachloroethylene (PERC), was reported by the dry cleaning tenant (the
Tenant) at Parkway Village Shopping Center ("Parkway") to the State of
Utah Department of Environmental Quality (DEQ). The Tenant, utilizing
the services of an environmental consulting firm, investigated the extent
of the PERC release and its effect on soil and groundwater in the
vicinity. The DEQ is monitoring the Tenant's progress. Although the
Tenant is responsible for the costs of any required remediation, should
the Tenant be unable to complete the required work due to limitations of
its financial resources, it is likely that the Partnership, as owner of
Parkway, would be required to complete the needed remediation. The
Partnership has been advised that groundwater contamination has occurred
and the Partnership on behalf of and in cooperation with the tenant, is
in the process of determining the method, cost and timing of required
soil and groundwater remediation measures. The Partnership has spent
approximately $66,000 to date on the above mentioned testing as well as
legal representation in connection with the PERC release. Management is
unable at this time to estimate the full extent of additional expenses
that may be incurred. Due to groundwater contamination, the Partnership
may incur significant additional remediation costs. The estimate of
costs and their timing of payment could change as a result of (1) changes
to a remediation plan required by the DEQ, (2) changes in technology
available to treat the site, (3) unforeseen circumstances existing at the
site and (4) differences between actual inflation
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BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
January 31, 1997
(unaudited)
rates and rates assumed in preparing the estimate. The ultimate
resolution of this matter and its impact on the Partnership's financial
statements is uncertain.
(4) Transactions with Related Parties
BAILP is the Managing Agent of the Partnership and is paid property
management, loan servicing, and acquisition fees for its services to the
Partnership. The property management fee is equal to 5% of gross
receipts from the properties, less management fees paid to others. The
property management fee earned by BAILP amounted to $2,571 for the three
months ended January 31, 1997.
The Partnership also reimburses BAILP for its allocable share of salaries
of nonmanagement and nonsupervisory personnel providing accounting,
investor reporting and communications, and legal services to the
Partnership and allowable expenses related to the maintenance and repair
of data processing equipment used for or by the Partnership. The amount
due BAILP for such reimbursements amounted to $3,303 for the three months
ended January 31, 1997.
(5) Property Held for Sale
As of January 31, 1997, the Partnership has recorded its remaining real
estate investment as property held for sale. The Managing General
Partner is attempting to sell the remaining property ("Parkway") and
liquidate the Partnership in 1997. However, there can be no assurances
that the Partnership will sell Parkway in 1997. The Partnership's
ability to sell Parkway may be adversely affected by the existence and
remediation of the dry cleaning solution contamination at the property,
as more fully discussed in Note 3. The Partnership has entered into a
listing agreement with an unrelated real estate firm to act as the
exclusive selling agent for the sale of Parkway. The Managing General
Partner believes that the sale of this property, if consummated, will
generate net proceeds to the Partnership after the payment of sales
costs, closing costs and the mortgage payable at Parkway; however, the
sale transaction may include cash at closing and deferred payments to the
Partnership. The Partnership intends to apply net sales proceeds to first,
pay its remaining liability to the Managing General Partner and the
remaining costs of the liquidation of the Partnership and other
liabilities as determined by the Managing General Partner, arising out of
or in connection with the operations of the Partnership and/or the sale of
Parkway; then to make a final distribution to limited partners.
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Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
For the three months ended January 31, 1997, the Partnership generated total
revenue of $288,892 and incurred total expenses in the amount of $284,257,
resulting in net earnings of $4,635. The Partnership's net earnings increased
$1,162 (25%) for the three months ended January 31, 1997 when compared with the
corresponding period of fiscal 1996. The most significant factors affecting
the Partnership's results of operations were decreased total revenue,
specifically rental and other income, and decreased total expenses in most
categories, as a result of the sale of Lindsay-Main Plaza ("Lindsay") in the
third quarter of fiscal 1996. A summary of the Partnership's operations and
period-to-period comparisons is presented below:
Three months ended January 31
(In thousands)
-----------------------------
Amount
of %
1997 1996 Change Change
----- ----- ------ ------
Total revenue $ 289 $ 309 (20) (6%)
Total expenses 284 305 (21) (7%)
----- ----- -----
Net earnings $ 5 $ 4 1 25%
===== ===== ===== =====
In making period-to-period comparisons, the exclusion of the operations of
Lindsay from the results of the first quarter of fiscal 1996 allows for a more
meaningful analysis of the operations of the Partnership's ongoing operations.
For comparison purposes only, if the operations of Lindsay had been excluded
from revenue and expenses in the first quarter of fiscal 1996, the
Partnership's Statement of Operations for the quarter ended January 31, 1997
compared with the same period in fiscal 1996 would have been as follows:
Three months ended January 31
(In thousands)
-----------------------------
Pro Amount
Forma of %
1997 1996 Change Change
----- ----- ------ ------
Total revenue $ 289 $280 9 3%
Total expenses 284 285 1 .3%
----- ---- ------
Net earnings (loss) $ 5 $ (5) 10
===== ==== ======
In analyzing the pro forma amounts shown above, which exclude the results of
Lindsay, total revenue generated by the Partnership for the three months ended
January 31, 1997 was $288,892, representing an increase of $9,186 (3%) when
compared with the corresponding period in fiscal
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1996. The Partnership's remaining property, Parkway Village Shopping Center
("Parkway") generated rental income of $237,150 for the first quarter of fiscal
1997, representing an increase of $5,663 (2%) when compared to the first
quarter of fiscal 1996. Parkway Village's average occupancy increased to 99%
from 98% in the corresponding quarter of fiscal 1996 and the average effective
rental rate increased $.04 to $9.36 for the first quarter of fiscal 1997, when
compared with the first quarter of fiscal 1996.
Tenant reimbursements and other income increased $3,068 (7%) for the three
months ended January 31, 1997 when compared to the first quarter of fiscal
1996, due to the increased occupancy at Parkway which resulted in more
reimbursable expenses billed back to tenants.
A summary of average occupancy and average effective rental rates for the
Partnership's properties is presented below:
Three months ended
January 31,
------------------
Shopping Center 1997 1996
- --------------- ------ ------
Parkway Village (102,356 net rentable square feet)
Average Occupancy 99% 98%
Average effective rental rate (a) $ 9.36 $9.32
Lindsay-Main Plaza (37,000 net rentable square feet)
Average Occupancy N/A (b) 48%
Average effective rental rate (a) N/A (b) $4.60
(a) Average effective rental rates are stated in terms of an average annual
rate per square foot. Effective rates take into account the effect of
leasing concessions and bad debts. These rates are "triple net". In
addition to this base rent, the majority of tenants pay their pro rata
share of taxes, insurance and common area maintenance expenses at the
property.
(b) Lindsay-Main Plaza was sold on May 8, 1996.
Based on the pro forma amounts presented previously, total expenses
incurred by the Partnership for the three months ended January 31, 1997 were
$284,257, representing a small decrease of $250 when compared with the first
quarter of fiscal 1996. Operating expenses related to the operations of the
Partnership's remaining real estate investment remained relatively constant in
the first quarter of fiscal 1997 when compared to fiscal 1996. A decrease in
property tax expense of $5,817 (32%) to $12,234 in fiscal 1997 from $18,051 in
the first quarter of fiscal 1996 is due to the reassessment of commercial
property taxes throughout the state of Utah. This decrease is offset by an
increase in repair and maintenance expense of $4,719 (38%) to $17,148 for the
three months ended January 31, 1997 compared to $12,429 for the corresponding
period in fiscal 1996. Heavier snowfall in the current year and roof repairs
completed in the first quarter of fiscal 1997 are the primary reasons for the
increase. Environmental expenses related to the remediation of dry cleaning
solution contamination at Parkway, more fully discussed in Note 3 of the
Financial Statements, amounted to $19,547 for the quarter ended January 31,
1997. There
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were no expenses of this nature in the comparable quarter of fiscal 1996.
General and administrative expense decreased $27,583 (62%) to $17,011 for the
three months ended January 31, 1997 from $44,594 for the comparable period in
fiscal 1996. This is the result of decreased professional fees and the
inclusion of certain expenses related to the sale of one of the Partnership's
former real estate investments in the first quarter of fiscal 1996.
Liquidity and Capital Resources
Combined cash and cash equivalent balances, which represent Partnership cash
reserves, were $747,197 at January 31, 1997, representing an increase of
$79,263 when compared with fiscal 1996 year-end balances. Net cash provided by
operating activities for the three months ended January 31, 1997 amounted to
$95,757. As a result of the payment of property tax liabilities in the first
quarter of fiscal 1997, property taxes payable decreased $53,735. The payable
to Managing General Partner increased $25,543, to $53,761 at January 31, 1997,
when compared to the fiscal 1996 year-end balance, primarily due to the accrual
of fees and reimbursable expenses related to operations in the first quarter of
fiscal 1997. Accounts payable and accrued liabilities increased $14,264 at
January 31, 1997 when compared to the fiscal 1996 year-end balance due
primarily to the accrual of approximately $19,000 of environmental expenses
related to remediation work done at Parkway in the recent period.
Net cash used in investing activities in the first quarter of fiscal 1997
amounted to $2,732 and is comprised solely of deferred leasing costs. The
Partnership's deferred leasing costs in fiscal 1997 include costs related
to lease commissions and tenant improvements associated with the leasing of
vacant space to new tenants and the renewal of existing tenants at Parkway.
Net cash used by financing activities amounted to $13,762 in the first quarter
of fiscal 1997, the result of reductions in mortgage principal related to the
Parkway mortgage.
To the knowledge of the Managing General Partner, it's remaining property is
generally in good physical condition. In fiscal 1997 other than tenant finish
costs and lease commissions associated with the ongoing leasing efforts at
Parkway, there are no other material capital improvements planned. It is
currently anticipated that the funds required for such expenditures would be
made available either from cash flow generated from property operations or from
Partnership cash reserves.
The Partnership is required under its Partnership Agreement to maintain cash
reserves of not less than 2% of aggregate capital contributions from limited
partners for normal repairs, replacements, working capital and other
contingencies. As of January 31, 1997, the Partnership had $747,197 in cash
reserves, while the minimum required amount was $214,340. The Partnership
intends to apply net cash flow generated from Partnership operations in fiscal
1997 to maintain sufficient cash reserves as determined by the Managing General
Partner including amounts required to fund liabilities arising from the
environmental contamination at Parkway, more fully discussed in Note 3 of the
Financial Statements.
As of January 31, 1997 the Partnership has recorded its remaining real estate
investment as property held for sale. The Managing General Partner is
attempting to sell its remaining property ("Parkway") and liquidate the
Partnership in 1997. However, there can be no assurances that the Partnership
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will sell Parkway in 1997. The Partnership's ability to sell Parkway
may be adversely affected by the existence and remediation of the dry cleaning
solution contamination at the property, as more fully described in Note 3 to
the Financial Statements contained in Item 1 of this report. The Partnership
has entered into a listing agreement with an unrelated real estate firm to act
as the exclusive selling agent for the sale of Parkway. The Managing General
Partner believes that the sale of this property, if consummated, will generate
net proceeds to the Partnership after the payment of sales costs, closing costs
and the mortgage payable at Parkway; however, the sale transaction may
include cash at closing and deferred payments to the Partnership. The
Partnership intends to apply net sales proceeds to first, pay its remaining
liability to the Managing General Partner and the remaining costs of the
liquidation of the Partnership and other liabilities as determined by the
Managing General Partner arising out of or in connection with the operations of
the Partnership and/or the sale of Parkway; then to make a final distribution to
limited partners.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
No reports on Form 8-K were required to be filed by the
Registrant during the period for which this report is
filed.
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SIGNATURE
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.
BOETTCHER PENSION INVESTORS LTD.
--------------------------------
(Registrant)
By: Boettcher Affiliated Investors L.P.
Managing General Partner
By: Boettcher Properties, Ltd.
Managing General Partner
By: BPL Holdings, Inc.
Managing General Partner
Dated: March 17, 1997 By: /s/Thomas M. Mansheim
---------------------
Thomas M. Mansheim
Treasurer; Principal
Financial and Accounting
Officer of the Partnership
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