<PAGE>
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
------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM -------------------
TO -----------------
Commission File Number 0-12935
----------------------------------------------------------
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 84-0958632
-------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer Identification
No.)
incorporation or organization)
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 to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
receding 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
---- ----
<PAGE>
INDEX
-----
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
PART I. Financial Information
Item 1. Financial Statements (unaudited)
Statements of Assets & Liabilities 3
September 30, 1997 and December 31, 1996
Schedule of Portfolio Investments 4
September 30, 1997
Statements of Operations 5
Three and nine months ended September 30, 1997 and 1996
Statement of Partners' Capital 6
Nine months ended September 30, 1997
Statements of Cash Flows 7
Nine months ended September 30, 1997 and 1996
Statements of Changes in Net Assets 8
Nine months ended September 30, 1997 and 1996
Notes to Financial Statements 9
Item 2. Management's Discussion and Analysis of 13
Financial Condition and Results of Operations
PART II. Other Information 15
Item 1. Legal Proceedings 15
Item 2. Changes in Securities 15
Item 3. Defaults upon Senior Securities 15
Item 4. Submission of Matters to a Vote of
Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURE 16
</TABLE>
2
<PAGE>
Part I. Financial Information
Item I. Financial Statements
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
STATEMENTS OF ASSETS AND LIABILITIES
<TABLE>
<CAPTION>
September 30,
1997 December 31,
(unaudited) 1996
------------- ------------
<S> <C> <C>
ASSETS:
Cash $ 12,627 $ 17,211
Portfolio investments, at estimated fair value
(cost $883,557 and $1,435,539, respectively) 1,065,557 2,183,351
Short-term investments at cost, which approximates
market value 952,156 892,810
Other receivables 12,978 12,437
Other assets - 5,359
---------- ----------
Total Assets 2,043,318 3,111,168
---------- ----------
LIABILITIES:
Payable to Managing General Partner 43,054 34,625
Accounts payable 4,675 5,633
---------- ----------
Total Liabilities 47,729 40,258
---------- ----------
Net Assets $1,995,589 $3,070,910
========== ==========
Partners' Capital:
Managing General Partner $ 365,636 $ 418,912
Individual General Partners 1,318 1,209
Limited partners 1,446,635 1,902,977
Unallocated net unrealized appreciation of investments 182,000 747,812
---------- ----------
Total partners' capital applicable to outstanding partnership
interests ($186.61 and $287.16, respectively, per limited
partnership unit) $1,995,589 $3,070,910
========== ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
SCHEDULE OF PORTFOLIO INVESTMENTS
September 30, 1997
(unaudited)
<TABLE>
<CAPTION>
Original
Investment Estimated
Company Position Date Cost Fair Value
- ------------------------------- ----------------------- ------------- -------- ----------
<S> <C> <C> <C> <C>
Coleman Natural Products, Inc. 584,883 shares of
Series A Preferred
Stock March 1989 $584,883 $ 584,883
178,362 shares of
Common Stock March 1989 228,673 228,673
Warrants to purchase
32,412 shares of Common
Stock November 1990 1 1
-------- ----------
813,557 813,557
-------- ----------
INTERLINQ Software 70,000 shares of August and
Corporation Common Stock November 1986 70,000 252,000*
-------- ----------
Total $883,557 $1,065,557
======== ==========
</TABLE>
* September 30, 1997 closing bid price less 10% (stock freely tradeable).
See accompanying notes to financial statements.
4
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
Three and Nine months ended September 30, 1997 and 1996
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ ----------------------------
1997 1996 1997 1996
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Investment Income:
Interest and dividends from
short-term and portfolio
investments $ 27,031 $ 20,641 $ 81,295 $ 65,028
Other income - 5,359 - 5,359
--------- --------- --------- --------
Total investment income 27,031 26,000 81,295 70,387
--------- --------- --------- --------
Expenses:
Administrative fee 35,303 35,303 105,908 105,908
Professional fees 885 237 16,813 22,243
Independent General Partners'
fees and expenses 3,375 3,375 11,025 11,025
Other expenses 2,406 8,883 8,680 16,933
--------- --------- --------- --------
Total expenses 41,969 47,798 142,426 156,109
--------- --------- --------- --------
Net investment loss (14,938) (21,798) (61,131) (85,722)
Realized gain on sale of portfolio
investments 336,543 - 450,202 -
--------- --------- --------- --------
Net investment loss and realized gain
allocable to partners 321,605 (21,798) 389,071 (85,722)
Net change in unrealized appreciation
of portfolio investments (265,751) (187,656) (565,812) 187,655
--------- --------- --------- --------
Net increase (decrease) in net assets $ 55,854 $(209,454) $(176,741) $101,933
========= ========= ========= ========
Net investment loss per unit of limited
partner interest $ (1.40) $ (2.04) $ (5.72) $ (8.02)
========= ========= ========= ========
Weighted average number of limited
partnership units outstanding 10,694 10,694 10,694 10,694
========= ========= ========= ========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
STATEMENT OF PARTNERS' CAPITAL
Nine months ended September 30, 1997
(unaudited)
<TABLE>
<CAPTION>
Unallocated
net unrealized
Managing Individual appreciation Total
General General Limited (depreciation) Partners'
Partner Partners Partners of investments capital
---------- ---------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Balances at December 31, 1996 $ 418,912 $ 1,209 $1,902,977 $ 747,812 $ 3,070,910
Net investment losses and realized gains allocable to
partners for the nine months ended September 30,
1997 96,724 109 292,238 389,071
Distributions to partners (150,000) (748,580) (898,580)
Net change in unrealized depreciation
of portfolio investments - - - (565,812) (565,812)
--------- ---------- ---------- -------------- -----------
Balances at September 30, 1997 $ 365,636 $ 1,318 $1,446,635 $ 182,000 $ 1,995,589
========= ========== ========== ============== ===========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
Nine months ended September 30, 1997 and 1996
(unaudited)
<TABLE>
<CAPTION>
1997 1996
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net investment loss and realized gain allocable to partners $ 389,071 $(85,722)
Adjustment to reconcile net investment loss and realized gain allocable to
partners to net cash used in operating activities:
Stock distribution received from portfolio investment - (5,359)
Gain on sale of portfolio investments (450,202)
Payment-in-kind dividends received on investments - (12,844)
Change in operating assets and liabilities
(Increase) decrease in other receivables (540) 7,694
Decrease in other assets 5,359
Increase in payable to Managing General Partner 8,429 16,686
Increase (decrease) in accounts payable (958) 35,302
---------- --------
Net cash used in operating activities (48,841) (44,243)
---------- --------
Cash flows from investing activities:
Exercise of options included in portfolio investments (9,929) -
Increase in portfolio investments, payment-in-kind dividends (24,081) -
Increase in short-term investments (987,500) -
Proceeds from the disposition of portfolio investments 1,034,518 -
Proceeds from maturities of short-term investments 929,829 33,798
---------- --------
Net cash provided by investing activities 942,837 33,798
---------- --------
Cash flows used by financing activities-distributions to partners (898,580) -
---------- --------
Net decrease in cash (4,584) (10,445)
Cash at beginning of period 17,211 23,368
---------- --------
Cash at end of period $ 12,627 $ 12,923
========== ========
</TABLE>
See accompanying notes to financial statements.
7
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
STATEMENTS OF CHANGES IN NET ASSETS
Nine months ended September 30, 1997 and 1996
(unaudited)
<TABLE>
<CAPTION>
1997 1996
------------ -------------
<S> <C> <C>
From investment activities:
Net investment loss $ (61,131) $ (85,722)
Realized gain on sale of portfolio investments 450,202 -
Net change in unrealized appreciation
of portfolio investments (565,812) 187,655
----------- ----------
Net increase (decrease) in net assets resulting from operations (176,741) 101,933
From financing activities-distributions to partners (898,580) -
----------- ----------
Net increase (decrease) in net assets (1,075,321) 101,933
Net assets at beginning of period 3,070,910 2,583,727
----------- ----------
Net assets at end of period $ 1,995,589 $2,685,660
=========== ==========
</TABLE>
See accompanying notes to financial statements.
8
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
September 30, 1997
(unaudited)
(1) Financial Statement Adjustments and Footnote Disclosure
-------------------------------------------------------
The accompanying financial statements are unaudited. However, the Managing
General Partner of Boettcher Venture Capital Partners, L.P. believes all
material adjustments necessary for a fair presentation of the interim financial
statements have been made. 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. Management believes the disclosures made are
adequate to make the information not misleading and suggests that these
condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Boettcher Venture Capital Partners,
L.P. December 31, 1996 Annual Report.
(2) Significant Accounting Principles
---------------------------------
Organization
------------
Boettcher Venture Capital Partners, L.P. (the "Partnership"), a Delaware limited
partnership, was formed on September 22, 1983 for the primary purpose of making
venture capital investments. The Partnership sold 10,690 units of limited
partnership interests at $1,000 per unit in a public offering which closed on
September 27, 1984.
The Managing General Partner of the Partnership is EVEREN Securities, Inc.
("EVEREN Securities"). The Individual General Partners are three individuals who
are independent of EVEREN Securities and its affiliates; and the President and
Chief Operating Officer of EVEREN Securities.
It is the Partnership's intent to liquidate its remaining investments as
promptly as market conditions allow. According to the Partnership's Second
Amended and Restated Agreement of Limited Partnership, the Partnership will
terminate (i.e., dissolve) on December 31, 1997. According to the Delaware
Revised Uniform Limited Partnership Act, the Partnership will continue its legal
existence after its dissolution for as long as it takes the Managing General
Partner to gradually settle and close the Partnership's business.
Partnership Agreement
---------------------
The Partnership Agreement (the "Agreement") provides for the allocation of the
following:
<TABLE>
<CAPTION>
Limited Managing General
Partners Partner
-------- -----------------
<S> <C> <C>
Administrative Fee (a) 99% 1%
Annual Realized Gains 80% 20%
Annual Losses (b) 80% 20%
General Income 80% 20%
General Expense 99% 1%
Income from Short-Term Investments 99% 1%
</TABLE>
9
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
September 30, 1997
(unaudited)
(a) Administrative overhead (exclusive of General Expenses, as defined in the
Agreement) will be paid in its entirety by the Managing General Partner,
which will receive the Administrative Fee for this purpose.
(b) Allocations of Annual Losses to the Managing General Partner in any given
year are limited to the sum of its share of any Annual Realized Gains
during that year plus any balance then remaining in its Capital Account.
Any additional losses will be allocated 1% to the Managing General Partner.
Allocations of costs, expenses, profits and losses to and among the Limited
Partners shall be deemed to include the Individual General Partners to the
extent of their initial contributions to the capital of the Partnership, as
defined in the Agreement.
Income Taxes
- ------------
No provision has been made for federal income taxes in the accompanying
financial statements as the revenue and expenses of the Partnership are
reportable in the income tax returns of its partners.
Valuation of Investments
- ------------------------
Short-term investments with maturities of 60 days or less are recorded at
amortized cost or cost plus accrued interest which approximates market.
Investments with maturities greater than 60 days are generally recorded at
current value based upon quoted market prices or prices obtained from other
independent sources.
The portfolio investments are valued at $1,065,557 and $2,183,351 (53% and 70%
of total assets, respectively) at September 30, 1997 and December 31, 1996,
respectively. These values have been estimated by the Managing General Partner
under the supervision of the Individual General Partners in the absence of
readily ascertainable market values. The Managing General Partner follows the
guidelines listed below in valuing portfolio investments:
. Portfolio investments are carried at cost until significant developments
affecting the investee occur that provide a different basis for
valuation.
. Any publicly traded securities not subject to restrictions on free
marketability are valued at a 10% discount from the quoted bid or closing
price on the valuation date.
. Increases or decreases in quoted market prices subsequent to the balance
sheet date are not reflected in the valuations until the following
period.
. In all cases, valuations are based on the judgment of the Managing
General Partner after consideration of the above and other factors
including, but not limited to, original cost, operating results, and
financial condition of the portfolio concerns.
10
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
September 30, 1997
(unaudited)
Due to the inherent uncertainty of valuation, those estimated values may differ
significantly from the values that would have been used had a ready market for
the securities existed, and the differences could be material.
(3) Transactions with Related Parties
---------------------------------
Pursuant to the Partnership Agreement the Managing General Partner is to receive
an annual management fee (the "Administrative Fee") for providing ongoing
management and administrative services to the Partnership, equal to no more than
3% of the first $10,000,000 of limited partnership interests, plus 2% of the
excess over $10,000,000, payable quarterly in arrears. During the period from
commencement of operations through September 30, 1990, the Administrative Fee
equaled $300,000. The following reductions in the fee were agreed to by the
Managing General Partner:
<TABLE>
<CAPTION>
Effective Adjusted
Date Fee
------------- --------
<S> <C> <C>
July 1, 1990 $282,420
July 1, 1991 $251,040
July 1, 1993 $219,660
April 1, 1994 $156,900
April 1, 1996 $141,210
</TABLE>
The actual Administrative Fees amounted to $105,908 for the period ended
September 30, 1997.
Through June 30, 1990 each Individual General Partner received an annual fee of
$10,000, paid quarterly, from the Partnership, plus $1,000 for each day or part
thereof during which he attended meetings of the Partnership or related
committees, together with all reasonable out-of-pocket expenses relating to
attendance at these meetings. The following reductions were agreed to by the
Individual General Partners:
<TABLE>
<CAPTION>
Effective Adjusted Adjusted
Date Annual Fee Meeting Fee
------------ ---------- -----------
<S> <C> <C>
July 1, 1990 $9,000 $900
July 1, 1991 $8,000 $800
July 1, 1993 $7,000 $700
April 1, 1994 $5,000 $500
April 1, 1996 $4,500 $450
</TABLE>
Actual annual fees and reimbursements to the Individual General Partners totaled
$11,025 for the period ended September 30, 1997.
11
<PAGE>
BOETTCHER VENTURE CAPITAL PARTNERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
September 30, 1997
(unaudited)
(4) Valuation Adjustments
---------------------
The change in the unallocated unrealized net appreciation of investments
for the nine months ended September 30, 1997 is comprised of a decrease of
$565,812 related to the Partnership's investment in INTERLINQ Software
Corporation. This decrease is the combination of a decrease in the market
value of INTERLINQ and the sale of 130,000 shares of the Partnership's
portfolio during 1997.
12
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
For the three and nine months ended September 30, 1997, the Partnership had
a net investment loss of $14,938 and $61,131, respectively, representing
improvements of $6,860 (31%) and of $24,591 (29%) when compared to the losses of
$21,798 and $85,722 reported in the respective periods of 1996. The net
investment loss and realized gain allocable to partners for the period ended
September 30, 1997 was a gain of $389,071, compared to a loss of $85,722 in the
comparable period of 1996. In addition to the sales transactions of INTERLINQ
and Coleman Natural Products, Inc. reported in the first quarter of 1997, the
Partnership sold an additional 110,000 shares of its INTERLINQ stock resulting
in a gain of $336,543 in the third quarter of 1997. These transactions resulted
in a net realized gain on the sale of portfolio investments of $450,202. The
Partnership had no realized gains or losses on sales of portfolio investments in
the corresponding quarters in 1996.
Interest and dividend income increased $6,390 (31%) and $16,267 (25%) to
$27,031 and $81,295 for the three and nine months ended September 30, 1997 when
compared to the corresponding periods in 1996. The increases in interest and
dividend income during the nine months ended September 30, 1997 are due
primarily to the maintenance of larger cash balances in its money market account
in the current year.
Total expenses were $41,969 and $142,426 for the three and nine months
ended September 30, 1997, representing decreases of $5,829 (12%) and $13,683
(9%) when compared to the corresponding periods in 1996. Fees paid to the
Managing General Partner and the Individual General Partners, were unchanged in
the third quarter of 1997 when compared to the same period in 1996. See Note 3
of the Notes to Financial Statements as contained in Item 1 of this report for
further discussion of these fees. Professional fees decreased $5,430 (24%) for
the nine months ended September 30, 1997 when compared to 1996, primarily the
result of resolution of various administrative issues of the Partnership in
fiscal 1996. Other expenses decreased $8,253 (49%) for the nine months ended
September 30, 1997 when compared to 1996, due to the absence of proxy printing
and postage costs in the current year.
Liquidity and Capital Resources
- -------------------------------
Cash for the nine months ended September 30, 1997 was $12,627, a decrease
of $4,584 when compared to the 1996 fiscal year-end balance. This decrease is
the net result of the Partnership's net cash used in operations of $48,841, net
cash provided by investing activities of $929,837, and a distribution to
partners totaling $898,580.
The Partnership's decrease in net assets for the nine months ended
September 30, 1997 amounted to $1,075,321, and is comprised of its net
investment loss of $61,131 and a net decrease in the unrealized appreciation of
portfolio investments of $565,812 combined with the realized gain on sale of
portfolio investments of $450,202. This change in unrealized appreciation was
due to a decline in the market value of the Partnership's investment in
INTERLINQ Software Corporation and the sale of 130,000 shares of INTERLINQ in
the current year. In addition, distributions to the partners decreased net
assets by $898,580.
13
<PAGE>
It is the Partnership's intent to liquidate its remaining investments as
promptly as market conditions allow and subsequently dissolve the partnership
itself.
Throughout the year, limited partners may receive tender offers from
unaffiliated groups to purchase the outstanding units of the Partnership. When
considering any such tender offers, limited partners should keep in mind that it
is anticipated that the portfolio assets in the Partnership will be fully
liquidated and a final cash distribution will be made to all Partners as soon as
market conditions will allow the Partnership to receive a fair value for its
remaining portfolio assets. The Partnership's Second Amended and Restated
Agreement of Limited Partnership provides that the Partnership will terminate
(i.e., dissolve) on December 31, 1997. According to the Delaware Revised Uniform
Limited Partnership Act, the Partnership will continue its legal existence after
its dissolution for as long as it takes the Managing General Partner to
gradually settle and close the Partnership's business. This "winding up" process
can include the payment or making of reasonable provisions for the payment of
obligations and liabilities, and the distribution of assets to creditors and
Partners. At the time of a final liquidation of the Partnership, the Partners
would receive an amount that approximates the Net Asset Value at that time, less
any costs of dissolution, as a final cash distribution. As of September 30,
1997, the Net Asset Value per $1,000 unit of limited partnership was
approximately $152.42; the costs of dissolution cannot be determined at this
time. This value is determined based on total partnership capital at September
30, 1997 less amounts due to the Managing General Partner divided by the total
units outstanding.
14
<PAGE>
PART II. Other Information
-----------------
Item 1. Legal Proceedings
Not Applicable.
Item 2. Changes in Securities
Not Applicable.
Item 3. Defaults upon Senior Securities
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
Item 5. Other Information
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
No report on Form 8-K was filed for the period covered by this
report.
15
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) 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 VENTURE CAPITAL PARTNERS, L.P.
By: EVEREN Securities, Inc.
Its Managing General Partner
Dated: November 6, 1997 By: /s/ Daniel D. Williams
----------------------
Daniel D. Williams
Chief Financial Officer
(Principal Financial and Accounting
Officer of the Partnership)
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000729209
<NAME> Boettcher Venture Capital Partners, L.P.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 12,627
<SECURITIES> 1,065,557
<RECEIVABLES> 12,978
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,043,318
<CURRENT-LIABILITIES> 47,729
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,995,589
<TOTAL-LIABILITY-AND-EQUITY> 1,995,589
<SALES> 0
<TOTAL-REVENUES> 81,295
<CGS> 0
<TOTAL-COSTS> 142,426
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (61,131)
<INCOME-TAX> 0
<INCOME-CONTINUING> (61,131)
<DISCONTINUED> 0
<EXTRAORDINARY> 450,202
<CHANGES> 0
<NET-INCOME> 389,071
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
