<PAGE> 1
Total # of Pages: 16
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED July 31, 1996
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
---- ----
<PAGE> 2
INDEX
Page
-----
PART I. Financial Information
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Balance Sheets -
July 31, 1996 and October 31, 1995 3
Statements of Operations -
Three and nine months ended July 31, 1996 and 1995 4
Statement of Partners' Capital -
Nine months ended July 31, 1996 5
Statements of Cash Flows -
Nine months ended July 31, 1996 and 1995 6
Notes to Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11
PART II. Other Information
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 15
SIGNATURE 16
2
<PAGE> 3
PART I. Financial Information
Item 1. Financial Statements
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
July 31, October 31,
Assets 1996 1995
------ ---------- -----------
<S> <C> <C>
Real estate investments:
Properties held for sale, at cost, net $6,535,765 $7,495,180
Less: accumulated depreciation (517,941) (531,549)
---------- -----------
6,017,824 6,963,631
Cash and cash equivalents at cost,
which approximates market value 790,806 515,751
Deferred leasing costs, net of
accumulated amortization of
$30,114 and $93,800, respectively 59,758 97,248
Accounts receivable and other assets 143,219 127,870
---------- -----------
$7,011,607 $7,704,500
========== ===========
Liabilities and Partners' Capital
---------------------------------
Mortgage payable $5,782,788 $5,840,260
Accounts payable and accrued liabilities 19,524 59,620
Payable to managing general partner 211,901 40,773
Property taxes payable 41,463 64,939
Accrued interest payable 45,780 46,235
Other liabilities 22,421 27,136
---------- -----------
Total liabilities $6,123,877 $6,078,963
---------- -----------
Commitments and Contingencies
Partners' capital (deficit):
General partners (35,653) (35,653)
Limited partners 923,383 1,661,190
---------- -----------
Total partners' capital 887,730 1,625,537
---------- -----------
$7,011,607 $7,704,500
========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 4
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Operations
Three and Nine Months Ended July 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
July 31, July 31,
-------------------- --------------------
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenue:
Rental income $ 227,625 $ 320,521 $ 738,044 $ 943,464
Interest income 9,783 4,517 22,372 13,619
Tenant reimbursements and
other income 43,682 69,447 136,909 196,724
--------- --------- --------- ---------
281,090 394,485 897,325 1,153,807
--------- --------- --------- ---------
Expenses:
Interest 137,497 139,282 413,867 419,097
Depreciation and amortization 44,784 70,808 148,810 210,039
Property taxes 18,262 31,197 64,816 93,589
Fees and reimbursements to
managing general partner 5,599 7,304 16,540 22,467
Other management fees 11,328 16,204 38,384 46,976
Repairs and maintenance 17,558 24,901 54,524 70,273
Utilities 6,808 13,480 27,286 33,305
General and administrative 8,766 17,809 94,714 58,670
--------- --------- --------- ---------
250,602 320,985 858,941 954,416
--------- --------- --------- ---------
Earnings from operations 30,488 73,500 38,384 199,391
--------- --------- --------- ---------
Loss on sale of real estate investment (15,284) - (15,284) -
--------- --------- --------- ---------
Net earnings $ 15,204 $ 73,500 $ 23,100 $ 199,391
========= ========= ========= =========
Net earnings per limited
partnership unit using the weighted
average number of limited partnership
units outstanding of 10,717 $ 1.42 $ 6.86 $ 2.16 $ 18.61
========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 5
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statement of Partners' Capital
Nine Months Ended July 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
Total
General Limited partners'
partners partners capital
--------- ---------- ----------
<S> <C> <C> <C>
Capital (deficit) at
November 1, 1995 $(35,653) $1,661,190 $1,625,537
Distributions to limited partners - (760,907) (760,907)
Net earnings for the nine months
ended July 31, 1996 - 23,100 23,100
--------- ---------- ----------
Capital (deficit) at
July 31, 1996 $(35,653) $ 923,383 $ 887,730
========= ========== ==========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 6
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Cash Flows
Nine Months Ended July 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
July 31,
-------------------------
1996 1995
--------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 23,100 $ 199,391
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
Loss on sale of real estate investment 15,284 -
Depreciation and amortization 148,810 210,039
Change in operating assets and liabilities:
Increase in accounts receivable
and other assets (15,349) (13,554)
Decrease in accounts payable
and accrued liabilities (40,096) (6,854)
Increase in payable to managing
general partner 171,128 37,242
Decrease in property taxes payable (23,476) (20,958)
Decrease in accrued interest payable (455) (414)
Increase (decrease) in other liabilities (4,715) 19,268
--------- ---------
Net cash provided by
operating activities 274,231 424,160
--------- ---------
Cash flows used in investing activities -
Net proceeds from sale of real estate investment 863,534 -
Increase in deferred leasing costs (44,331) (42,660)
--------- ---------
Net cash provided by investing activities 819,203 (42,660)
--------- ---------
Cash flows used by financing activities:
Distributions to limited partners (760,907) (214,340)
Reduction in mortgage payable (57,472) (52,284)
--------- ---------
Net cash used by financing activities (818,379) (266,624)
--------- ---------
Net increase in cash and cash equivalents 275,055 114,876
Cash and cash equivalents at October 31 515,751 540,941
--------- ---------
Cash and cash equivalents at July 31 $ 790,806 $ 655,817
========= =========
Supplemental schedule of cash flow information:
Interest paid in cash during the period $ 414,323 $ 419,511
========= =========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE> 7
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
July 31, 1996
(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, 1995 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, 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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<PAGE> 8
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
July 31, 1996
(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 July 31,
1996 1995
----------------------------------------
<S> <C> <C>
Money market fund $777,600 $603,978
Operating cash 13,206 51,839
-------- --------
Cash and cash equivalents $790,806 $655,817
======== ========
</TABLE>
Reclassifications
Certain fiscal 1995 amounts have been reclassified for comparability with
fiscal 1996 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 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, while
monitoring the Tenant's progress, determined that the environmental
consulting firm utilized by the Tenant did not adequately review the PERC
release. As a result, the Partnership has retained another environmental
consulting firm to complete a new risk assessment. This firm has been
retained at the expense of the Partnership, however, the Partnership will
seek to recover all such costs from the Tenant. 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 Village,
would be required to complete the needed remediation. Management is unable
at this time to estimate the extent of expenses, if any, that may be
incurred by the Partnership for remediation of this contamination.
Accordingly, the accompanying financial statements do not include any
adjustments related to this matter.
(4) Sale of Real Estate Investment
------------------------------
On May 8, 1996, the Partnership sold the land, related improvements and
personal property of the retail center known as Lindsay-Main Plaza
("Lindsay") located at 116 North Lindsay, in Mesa, Arizona. The purchaser,
GOV, Inc., is not affiliated with the Partnership, its Managing General
Partner or any affiliate, director, officer or associate of
8
<PAGE> 9
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
July 31, 1996
(Unaudited)
- --------------------------------------------------------------------------------
(4) Continued
the foregoing, and the sales price was determined by arm's length
negotiations. Lindsay consists of a 1-building shopping center
containing approximately 37,000 square feet of net rentable area on
approximately 4.213 acres of land and one vacant undeveloped parcel of
land consisting of approximately .934 acres. At the time of sale,
Lindsay was approximately 38% leased and occupied.
The net proceeds to the Partnership, before proration of operating income
and expenses related to the property, were as follows:
<TABLE>
<CAPTION>
<S> <C>
Sales price $1,000,000
Less Costs of Sale-
Sales Commissions (60,000)
Estimated title, legal fees, and other (30,000)
Security Deposit Liability (9,905)
Holdback for tenant improvements in progress (50,000)
----------
Net Proceeds $850,095
==========
The net proceeds were utilized as follows:
Partial repayment of amounts owed to Managing General Partner $88,000
Distribution to Limited Partners ($71/unit) 760,097
Addition to Partnership cash reserves 1,188
----------
Net Proceeds from Sale $850,095
==========
</TABLE>
(5) 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 $2,296 for the three
months ended July 31, 1996.
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 July 31, 1996.
9
<PAGE> 10
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
July 31, 1996
(Unaudited)
- --------------------------------------------------------------------------------
(6) Property Held for Sale
As of July 31, 1996, 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 and liquidate the
Partnership in fiscal 1996. However, there can be no assurances that the
Partnership will sell this property in 1996. The Partnership's ability
to sell Parkway Village 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 Village. 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
sales transaction may include cash at closing and deferred payments to
the Partnership. Upon sale of its remaining property, the Partnership
intends to apply net sales proceeds to pay all remaining liabilities
identified by the Managing General Partner arising out of or in
connection with the operations of the Partnership and the sale of such
property, including amounts owed to the Managing General Partner.
Thereafter, all remaining cash reserves of the Partnership will be
utilized to first pay the costs of liquidation and dissolution of the
Partnership, and then to make a final distribution to limited partners.
10
<PAGE> 11
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
- ---------------------
For the three and nine months ended July 31, 1996, the Partnership generated
total revenue of $281,090 and $897,325 and incurred total expenses of $250,602
and $858,941, resulting in net earnings from operations of $30,488 and $38,384,
respectively. The Partnership's net earnings from operations decreased $43,012
(59%) and $161,007 (81%) for the three and nine months ended July 31, 1996,
respectively, when compared with the corresponding periods of fiscal 1995. Net
earnings decreased $58,296 (79%) and $176,291 (88%) for the three and nine
months ended July 31, 1996, respectively, when compared to the corresponding
periods of 1995 due to the $15,284 loss on the sale of Lindsay Main Plaza
("Lindsay") in the third quarter of 1996. The most significant factors
affecting the Partnership's results of operations were decreased total revenue,
specifically rental and tenant reimbursements and other income, and decreased
total expenses, in most categories, as a result of the sale of Clackamas Corner
Shopping Center ("Clackamas") in the fourth quarter of fiscal 1995 and Lindsay
in the third quarter of 1996. A summary of the Partnership's operations and
period-to-period comparisons is presented below:
<TABLE>
<CAPTION>
Three Months Ended July 31 Nine Months Ended July 31
(dollars in thousands) (dollars in thousands)
---------------------------------- ----------------------------------
Amount Amount
of % of %
1996 1995 Change Change 1996 1995 Change Change
------- ------- ------ -------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total revenue $281 394 (113) (29%) $897 1,154 (257) (22%)
Total expenses 251 321 (70) (22%) 859 954 (95) (10%)
------- ------- ------ ---- ----- -----
Earnings (loss)
from operations $ 30 73 (43) (59%) $ 38 200 (162) (81%)
======= ======= ======= ======= ======= ======= ======= =====
</TABLE>
In making period-to-period comparisons, the exclusion of the operations of
Clackamas from the results of operations of the three and nine months ended
July 31, 1995 and the exclusion of Lindsay from fiscal 1996 and the three and
nine months ended July 31, 1995 allows for a more meaningful analysis of the
Partnership's ongoing operations. For comparison purposes only, if the
operations of Clackamas and Lindsay had been excluded from revenue and expenses
in the applicable periods of fiscal 1996 and 1995, the Partnership's Statements
of Operations for the three and nine months ended July 31, 1996 compared with
the same period in fiscal 1995 would have been as follows:
<TABLE>
<CAPTION>
Three Months Ended July 31 Nine Months Ended July 31
(dollars in thousands) (dollars in thousands)
---------------------------------- ----------------------------------
Pro Amount Pro Amount
Forma of % Forma of %
1996 1995 Change Change 1996 1995 Change Change
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total revenue $279 278 1 - $836 808 28 3%
Total expenses 249 254 (5) (2%) 804 764 40 5%
------- ------- ------- ------- ------- -------
Earnings (loss)
from operations $ 30 24 6 25% $ 32 44 (12) (27%)
======= ======= ======= ======= ======= ======= ======= =======
</TABLE>
11
<PAGE> 12
In analyzing the pro forma amounts shown above, which exclude the results of
both Clackamas and Lindsay, total revenue generated by the Partnership for the
three and nine months ended July 31, 1996 was $278,809 and $836,094,
respectively, representing increases of $607 (.2%) and $27,896 (3%),
respectively, when compared with the corresponding periods in fiscal 1995. The
Partnership's remaining property generated rental income of $227,202 and
$697,634 for the three and nine months ended July 31, 1996, representing a
decrease of $4,835 (2%) and an increase of $15,334 (2%) when compared to the
corresponding proforma periods of fiscal 1995. Parkway Village's average
occupancy decreased 1% to 96% while the average effective rental rate decreased
$.04 to $9.28 for the third quarter of fiscal 1996, when compared with the
corresponding period in fiscal 1995. Tenant improvement and other income
increased $2,880 (3%) for the nine months ended July 31, 1996 when compared to
the same period of fiscal 1995, primarily as a result of collections of past
due common area expenses. Interest income increased $9,682 (76%) to $22,372
for the nine months ended July 31, 1996 due to the maintenance of higher cash
reserves in the current fiscal year. A summary of average occupancy and
average effective rental rates for the three months ended July 31, 1996 and
1995 for the Partnership's properties is presented below:
<TABLE>
<CAPTION>
Third Quarter
Three Months Ended
July 31,
-------------------
Shopping Center 1996 1995
- ------------------------------------ ----- ------
<S> <C> <C>
Parkway Village
(102,356 net rentable square feet)
Average occupancy 96% 97%
Average effective rental rate (a) $9.28 $9.32
Lindsay-Main Plaza
(37,000 net rentable square feet)
Average occupancy (c) N/A 45%
Average effective rental rate (a)(c) N/A $5.16
Clackamas Corner
(26,500 net rentable square feet)
Average occupancy (b) N/A 95%
Average effective rental rate (a)(b) N/A $10.58
</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.
(b) Clackamas Corner Shopping Center was sold on October 4, 1995.
(c) 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 and nine months ended July 31, 1996 were $249,014
and $804,428, respectively, representing a decrease of $5,143 (2%) and an
increase of $40,735 (5%), respectively, when compared to the corresponding
periods of fiscal 1995. Several factors have significantly impacted the
Partnership's results of operations for the nine months ended July 31, 1996
that the Managing General Partner deems non-recurring in nature. First, the
payment of approximately $22,500 in expenses related to the completion of the
sale of Clackamas Corner Shopping Center in second
12
<PAGE> 13
quarter of fiscal 1996. Specifically, the sale of the property included the
Partnership's reimbursement to the buyer for tenant improvement costs related
to a newly negotiated lease. At the time of sale, the costs were estimated and
included in the Partnership's Statement of Operations at October 31, 1995.
Subsequently, the estimates were modified, resulting in this additional
expenditure. This amount is included in the Partnership's general and
administrative expense category. Second, during the second quarter of fiscal
1996, the Partnership reserved approximately $19,000 for bad debts related to
the unsuccessful collection of past due rents from several former tenants at
Parkway Village Shopping Center. This amount is also included in the general
and administrative expense category. Other expense items with significant
fluctuations on a proforma basis include fees and reimbursements to the
Managing General Partner which decreased $5,927 (26%) for the nine months ended
July 31, 1996 when compared to the corresponding period in fiscal 1995 due to
the decreased number of properties owned by the Partnership in fiscal 1996.
Additionally, depreciation and amortization expense increased $8,703 (7%) due
to the write-off of capitalized tenant improvement and lease commission costs
associated with former tenants at Parkway Village Shopping Center. All other
expense items including property taxes, repairs and maintenance and utilities
remained relatively unchanged for the nine months ended July 31, 1996 when
compared to the same period in 1995.
Liquidity and Capital Resources
Combined cash and cash equivalent balances, which represent Partnership cash
reserves, were $790,806 at July 31, 1996, representing an increase of $275,055
when compared with fiscal 1995 year-end balances. Net cash provided by
operating activities for the nine months ended July 31, 1996 amounted to
$274,231 and included an increase in the payable to Managing General Partner of
$171,128. This increase represents the accrual of fees earned by the Managing
General Partner and advances related to operations in the first three quarters
of 1996. At July 31, 1996, the payable to Managing General Partner totaled
$211,901. Accounts payable and accrued liabilities decreased $40,096 at July
31, 1996 when compared to the fiscal 1995 year-end balance due to the payment
of lease commissions at the Partnership's properties and audit fees related to
the fiscal 1995 year-end audit. Property taxes payable decreased $23,476 for
the nine months ended July 31, 1996 when compared to the fiscal 1995 year-end
balance due to the payment of property taxes in the first quarter of fiscal
1996 and the sale of Lindsay in the third quarter of fiscal 1996.
Net cash provided by investing activities in the third quarter of fiscal 1996
amounted to $819,203 and is comprised of the net proceeds from the sale of
Lindsay of $863,534 less deferred leasing costs of $44,331. The Partnership's
deferred leasing costs in fiscal 1996 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 both of the Partnership's
properties.
Net cash used by financing activities amounted to $818,379 for the nine months
ended July 31, 1996, and is made up of reductions in mortgage principal related
to the Parkway mortgage of $57,472 and distributions of $760,907 to limited
partners from the proceeds of the sale of Lindsay.
To the knowledge of the Managing General Partner, all properties are generally
in good physical condition. In fiscal 1996 there are no remaining budgeted
tenant finish costs and lease commissions in anticipation of leasing vacant
space and renewing existing tenant leases at the Partnership's remaining
property. Should additional costs be required, 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.
13
<PAGE> 14
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 July 31, 1996, the Partnership had $790,806 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
1996 to maintain sufficient cash reserves as determined by the Managing General
Partner.
On May 8, 1996, the Partnership sold the land, related improvements and
personal property of the retail center known as Lindsay-Main Plaza ("Lindsay")
located at 116 North Lindsay, in Mesa, Arizona. The purchaser, GOV, Inc., is
not affiliated with the Partnership, its Managing General Partner or any
affiliate, director, officer or associate of the foregoing, and the sales price
was determined by arm's length negotiations. Lindsay consists of a 1-building
shopping center containing approximately 37,000 square feet of net rentable
area on approximately 4.213 acres of land and one vacant undeveloped parcel of
land consisting of approximately .934 acres. At the time of sale, Lindsay was
approximately 38% leased and occupied.
The net proceeds to the Partnership, before proration of operating income and
expenses related to the property, were as follows:
<TABLE>
<CAPTION>
<S> <C>
Sales price $1,000,000
Less Costs of Sale-
Sales Commissions (60,000)
Estimated title, legal fees, and other (30,000)
Security Deposit Liability (9,905)
Holdback for tenant improvements in progress (50,000)
----------
Net Proceeds $ 850,095
==========
The net proceeds were utilized as follows:
Partial repayment of amounts owed to Managing General Partner $ 88,000
Distribution to Limited Partners ($71/unit) 760,097
Addition to Partnership cash reserves 1,188
----------
Net Proceeds from Sale $ 850,095
==========
</TABLE>
As of July 31, 1996 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 and liquidate the Partnership in
fiscal 1996. However, there can be no assurances that the Partnership will
sell this property in 1996. The Partnership's ability to sell Parkway Village
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 as 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 Parkway Village Shopping Center.
The Managing General Partner believes that such sale would generate net
proceeds to the Partnership after the payment of sales costs, closing costs and
the mortgage payable at Parkway Village; however, this sales transaction may
include cash at closing and deferred payments to the Partnership. Upon sale of
its remaining property, the Partnership intends to apply net sales proceeds to
pay all remaining liabilities identified by the Managing General Partner
arising out of or in connection with the operations of the Partnership and the
sale of such property, including amounts owed to the Managing General Partner.
Thereafter, all remaining cash reserves of the Partnership will be utilized to
first pay the costs of liquidation and dissolution of the Partnership, and then
to make a final distribution to limited partners.
14
<PAGE> 15
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
A report on Form 8-K dated July 31, 1996 was filed by the
Partnership with regard to its sale of Lindsay-Main Plaza. For a more
detailed discussion, see Note 4 to the Notes to Financial Statements as
contained in Item 1 of this report.
15
<PAGE> 16
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: September 13, 1996 By: /s/Thomas M. Mansheim
------------------------------
Thomas M. Mansheim
Treasurer; Principal Financial and
Accounting Officer of the Partnership
16
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<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
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0
0
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