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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
APRIL 30, 1995 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
TO
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COMMISSION FILE NUMBER 0-13219
BOETTCHER PENSION INVESTORS LTD.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COLORADO 84-0948497
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
77 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60601
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(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
PART I. Financial Information
Item 1. Financial Statements (unaudited)
Balance Sheets -
April 30, 1995 and October 31, 1994 3
Statements of Operations -
Three and six months ended April 30, 1995 and 1994 4
Statement of Partners' Capital -
Six months ended April 30, 1995 5
Statements of Cash Flows -
Six months ended April 30, 1995 and 1994 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 13
SIGNATURE 14
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PART I. Financial Information
Item 1. Financial Statements
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
April 30, October 31,
Assets 1995 1994
----------- -----------
<S> <C> <C>
Real estate investments, at gross cost
Properties held for sale $ 10,808,163 10,808,163
Less accumulated depreciation (1,123,444) (1,002,590)
Allowance for loss (1,086,827) (1,086,827)
------------ ----------
8,597,892 8,718,746
------------ ----------
Cash and cash equivalents at cost,
which approximates market value 497,002 540,941
Deferred leasing costs, net of
accumulated amortization of
$259,588 and $241,212, respectively 93,822 97,938
Accounts receivable and other assets 129,875 117,948
------------ ----------
$ 9,318,591 9,475,573
============ ==========
Liabilities and Partners' Capital
Mortgage payable $ 5,876,372 5,910,814
Accounts payable and accrued liabilities 14,026 21,996
Payable to managing general partner 27,698 7,663
Property taxes payable 30,406 76,965
Accrued interest payable 46,521 46,794
Other liabilities 39,942 39,266
------------ ----------
Total liabilities 6,034,965 6,103,498
------------ ----------
Partners' capital (deficit):
General partners (42,502) (42,502)
Limited partners 3,326,128 3,414,577
------------ ----------
Total partners' capital 3,283,626 3,372,075
------------ ----------
$ 9,318,591 9,475,573
============ ==========
</TABLE>
See accompanying notes to financial statements.
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BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Operations
Three and Six Months Ended April 30, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
April 30, April 30,
------------------ -----------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue:
Rental income $304,998 $322,814 $622,943 $629,374
Interest income 4,108 3,732 9,102 7,211
Tenant reimbursements and
other income 60,960 76,044 127,277 146,632
-------- -------- -------- --------
370,066 402,590 759,322 783,217
-------- -------- -------- --------
Expenses:
Interest 139,703 140,802 279,815 282,463
Depreciation and
amortization 69,414 68,920 139,231 136,888
Property taxes 31,196 32,362 62,392 65,424
Fees and reimbursements to
managing general partner 7,479 7,118 15,163 15,547
Other management fees 15,115 17,027 30,772 31,654
Repairs and maintenance 25,472 18,994 45,372 42,953
Utilities 6,896 10,151 19,825 20,207
General and administrative 16,853 16,038 40,861 39,143
-------- -------- -------- --------
312,128 311,412 633,431 634,279
-------- -------- -------- --------
Net Earnings $ 57,938 $ 91,178 $125,891 $148,938
======== ======== ======== ========
Net earnings per limited
partnership unit using the
weighted average number of
limited partnership units
outstanding of 10,717 $5.41 $8.51 $11.75 $13.90
===== ===== ====== ======
</TABLE>
See accompanying notes to financial statements.
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BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statement of Partners' Capital
Six Months ended April 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Total
General Limited partners'
partners partners capital
--------- -------- ---------
<S> <C> <C> <C>
Capital (deficit) at
November 1, 1994 $(42,502) 3,414,577 3,372,075
Distributions to limited partners - (214,340) (214,340)
Net earnings for the six months
ended April 30, 1995 - 125,891 125,891
-------- --------- ---------
Capital (deficit) at
April 30, 1995 $(42,502) 3,326,128 3,283,626
======== ========= =========
</TABLE>
See accompanying notes to financial statements.
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BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
April 30,
--------------------
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 125,891 148,938
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
Depreciation and amortization 139,231 136,888
Change in operating assets and liabilities:
Increase in accounts receivable
and other assets (11,927) (32,154)
Decrease in accounts payable
and accrued liabilities (7,970) (6,576)
Increase (decrease) in payable to managing
general partner 20,035 (9,280)
Decrease in property taxes payable (46,559) (47,027)
(Decrease) increase in accrued
interest payable (273) 4,417
Increase (decrease) in other liabilities 676 (13,489)
--------- -------
Net cash provided by
operating activities 219,104 181,717
Cash flows used in investing activities -
Increase in deferred leasing costs (14,261) (24,568)
--------- -------
Cash flows used by financing activities:
Distributions to limited partners (214,340) (53,585)
Reduction in mortgage payable (34,442) (30,771)
--------- -------
Net cash used by financing activities (248,782) (84,356)
--------- -------
Net increase (decrease) in cash and cash equivalents (43,939) 72,793
Cash and cash equivalents at October 31 540,941 660,936
--------- -------
Cash and cash equivalents at January 31 $ 497,002 733,729
========= ========
Supplemental schedule of cash flow information:
Interest paid in cash during the period $ 280,088 $222,130
========= ========
</TABLE>
See accompanying notes to financial statements.
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BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
April 30, 1995
(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, 1994 Annual Report.
(2) Significant Accounting Principles
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, based upon 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 three 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, Continued
April 30, 1995
(Unaudited)
(2) Continued
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:
<TABLE>
<CAPTION>
As of April 30,
1995 1994
------------------------
<S> <C> <C>
Money market fund $460,005 635,139
Operating cash 36,997 98,590
-------- -------
Cash and cash equivalents $497,002 733,729
======== =======
</TABLE>
Reclassifications
Certain fiscal 1994 amounts have been reclassified for comparability
with fiscal 1995 financial statement presentation.
(3) Real Estate Investments
Clackamas Corner
On November 2, 1994, House of Fabrics, Inc. and its subsidiaries
("HOF"), including Fabricland, Inc. ("Fabricland"), filed to
reorganize under Chapter 11 of the U.S. Bankruptcy Code. Fabricland
is the Partnership's largest tenant at Clackamas Corner, occupying
10,000 square feet, with a base rental obligation of $80,000 per year.
One of the stated objectives of HOF's management for the
reorganization is the elimination of marginal stores and the
termination of the related leases. To date, Fabricland has continued
to make monthly rental payments for its lease at Clackamas Corner and
the Managing General Partner is unable to determine at this time
whether or not the lease will be terminated in conjunction with HOF's
reorganization.
(4) Transactions with Related Parties
BAILP is the Managing Agent of the Partnership and is paid property
management, loan lease 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
$3,351 for the three months ended April 30, 1995.
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BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements, Continued
April 30, 1995
(Unaudited)
(4) Continued
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
$4,128 for the three months ended April 30, 1995.
(5) Properties Held for Sale
As of April 30, 1995, the Partnership has recorded its real estate
investments as properties held for sale. The Managing General Partner
is attempting to sell the Properties and liquidate the Partnership in
1995. However, there can be no assurances that the Partnership will
sell the Properties in 1995. The Partnership's ability to sell
Clackamas Corner has been adversely affected by the recent bankruptcy
filing of the shopping center's major tenant, Fabricland, as more
fully described in Note 3. The Partnership has entered into three
separate listing agreements with unrelated real estate firms to act as
the exclusive selling agents for the sale of Parkway Village,
Lindsay-Main Plaza and Clackamas Corner. The Partnership believes
that the sales of these Properties, if and when consummated, will
generate net proceeds to the Partnership after the payment of sales
costs, closing costs and the mortgage payable at Parkway; however, the
sales transactions may not be all cash and may include deferred
payment arrangements. The Partnership intends to apply any net sales
proceeds to first maintain sufficient cash reserves, as determined by
the Managing General Partner, and, thereafter, to make distributions
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 and six months ended April 30, 1995, the Partnership generated
total revenue of $370,066 and $759,322, and incurred total expenses of $312,128
and $633,431, resulting in net earnings of $57,938 and $125,891 respectively.
A summary of the Partnership's operations and period-to-period comparisons is
presented below:
<TABLE>
<CAPTION>
Three Months Ended April 30 Six Months Ended April 30
(dollars in thousands) (dollars in thousands)
--------------------------- --------------------------
Amount Amount
of % of %
1995 1994 Change Change 1995 1994 Change Change
---- ---- ------ ------ ---- ---- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total Revenue $370 402 (32) (8%) $759 783 (24) (3%)
Total Expenses 312 311 1 0.3% 633 634 (1) (0.2%)
--- --- ---- ---- --- ---
Net Earnings $ 58 91 (33) (36%) $126 149 (23) 15%
==== === ==== === ==== === === ====
</TABLE>
The Partnership's net earnings decreased $33,240 (36%) and $23,047 (15%) for
the three and six months ended April 30, 1995 when compared with the
corresponding periods of fiscal 1994. The Partnership's properties generated
rental income of $304,998 and $622,943 for the three and six months ended April
30, 1995, representing decreases of $17,816 (5%) and $6,431 (1%) when compared
with the corresponding periods in fiscal 1994. Parkway Village's average
occupancy decreased 3% and the average effective rental rate decreased $.11 to
$8.87 for the second quarter of fiscal 1995 when compared with the second
quarter of fiscal 1994. Lindsay-Main Plaza's average occupancy increased 8% to
46% and the average effective rental rate decreased $1.97 to $4.20 per square
foot for the second quarter of fiscal 1995 when compared with the second
quarter of fiscal 1994. At Clackamas Corner, average occupancy decreased 5% to
an average of 95%, and the average effective rental rate decreased $.19 to
$10.58 for the second quarter of fiscal 1995 when compared with the
corresponding period in fiscal 1994.
Tenant reimbursements and other income decreased $15,084 (20%) and $19,335 (13%)
for the three and six months ended April 30, 1995 when compared to the
corresponding periods in fiscal 1994; the combined result of decreased average
occupancy at Parkway Village and Clackamas Corner and decreased reimbursable
expenses billed back to tenants at Parkway Village.
A summary of average occupancy and average effective rental rates for the
Partnership's properties is presented below.
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<TABLE>
<CAPTION>
For the three months ended April 30,
------------------------------------
Shopping Center 1995 1994
- - --------------- ---- ----
<S> <C> <C>
Parkway Village
(102,356 net rentable square feet) 97% 100%
Average effective rental rate (a) $8.87 $8.98
Lindsay-Main Plaza
(37,000 net rentable square feet) 46% 38%
Average effective rental rate (a) $4.20 $6.17
Clackamas Corner
(26,500 net rentable square feet) 95% 100%
Average effective rental rate (a) $10.58 $10.77
</TABLE>
(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.
Total expenses incurred by the Partnership for the three and six months ended
April 30, 1995 were $312,128 and $633,431, respectively, representing
relatively no change when compared to the same periods in fiscal 1994.
Property tax expense decreased $3,032 for the six months ended April 30, 1995
when compared with the corresponding period in fiscal 1994, as property tax
assessments decreased at both Parkway Village and Clackamas Corner. Repairs
and maintenance expense increased $2,419 for the six months ended April 30,
1995 when compared with 1994, primarily the result of roof repairs completed at
Lindsay-Main and general parking lot repairs at Parkway Village. Depreciation
and amortization expense increased $2,343 for the six months ended April 30,
1995 when compared with the corresponding period in 1994, the result of
increased amortization of leasing costs associated with the increased leasing
efforts at Clackamas Corner. All other expense items remained relatively
constant for the six months ended April 30, 1995 when compared with the same
period in 1994.
Liquidity and Capital Resources
Combined cash and cash equivalent balances, which represent Partnership cash
reserves, were $497,002 at April 30, 1995, representing a decrease of $43,939
when compared with fiscal 1994 year-end balances. Net cash provided by
operating activities for the six months ended April 30, 1995 equaled $219,104.
As a result of the payment of property taxes in the first six months of fiscal
1995, property taxes payable decreased $46,559 while accounts receivable and
other assets, which include prepaid expenses, increased $11,927 when compared
with fiscal 1994 year-end balances. The payable to Managing General Partner
increased $20,035 at April 30, 1995 when compared to the fiscal 1994 year-end
balance,
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primarily due to the accrual of fees and reimbursable expenses related to
operations for the six months ended April 30, 1995. Accounts payable and
accrued liabilities decreased $7,970 at April 30, 1995 when compared to the
fiscal 1994 year-end balance due to payments in the second quarter of fiscal
1995 of lease commissions at all of the Partnership's properties and audit fees
related to the fiscal 1994 year-end audit.
Net cash used in investing activities for the six months ended April 30, 1995
equaled $14,261. The Partnership's deferred leasing costs in fiscal 1995
include costs related to lease commissions and tenant improvement costs
associated with the leasing of vacant space to new tenants and the renewal of
existing tenants at all of the Partnership's properties.
Net cash used by financing activities equaled $248,782 for the six months ended
April 30, 1995 and is the combined result of distributions to limited partners
and a reduction in mortgage principal of $34,442 related to the Parkway
mortgage. On March 17, 1995 and December 23, 1994 distributions of $10 per
limited partnership unit were made totalling $214,340.
To the knowledge of the Managing General Partner, all properties are generally
in good physical condition. In fiscal 1995 budgeted tenant finish costs and
lease commissions total approximately $52,200 and $31,000, respectively. These
tenant finish costs and lease commissions are budgeted in anticipation of
leasing vacant space and renewing existing tenant leases at all of the
Partnership's properties. Should additional costs be required at the
Partnership's properties, 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 April 30, 1995, the Partnership had $497,002 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
1995 to maintain sufficient cash reserves as determined by the Managing General
Partner. Thereafter, the Partnership intends to distribute to limited partners
operating cash flow deemed to be in excess of amounts required to fund
anticipated Partnership liabilities.
As of April 30, 1995 the Partnership has recorded its real estate investments
as properties held for sale. The Managing General Partner is attempting to
sell the Properties and liquidate the Partnership in 1995. However, there can
be no assurances that the Partnership will sell the Properties in 1995. The
Partnership's ability to sell Clackamas Corner has been adversely affected by
the recent bankruptcy filing of the shopping center's major tenant, Fabricland,
as more fully described in Note 3 of the Notes to the Financial Statements as
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contained in Item 1 of this report. The Partnership has entered into three
separate listing agreements with unrelated real estate firms to act as the
exclusive selling agents for the sale of Parkway Village, Lindsay-Main Plaza
and Clackamas Corner. The Partnership believes that the sales of these
Properties, if and when consummated, will generate net proceeds to the
Partnership after the payment of sales costs, closing costs and the mortgage
payable at Parkway Village; however, the sales transactions may not be all cash
and may include deferred payment arrangements to the Partnership. The
Partnership intends to first apply any net sales proceeds to maintain
sufficient cash reserves, as determined by the Managing General Partner, and,
thereafter, to make distributions 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: June 16, 1995 By: /s/Thomas M. Mansheim
-------------------------
Thomas M. Mansheim
Treasurer; Principal
Financial and Accounting
Officer of the Partnership
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