<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(MARK ONE)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
JANUARY 31, 1996 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
----- -----
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. Financial Information
Item 1. Financial Statements (unaudited)
Balance Sheets -
January 31, 1996 and October 31, 1995 3
Statements of Operations -
Three months ended January 31, 1996 and 1995 4
Statement of Partners' Capital -
Three months ended January 31, 1996 5
Statements of Cash Flows -
Three months ended January 31, 1996 and 1995 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
</TABLE>
<PAGE> 3
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
January 31, October 31,
Assets 1996 1995
------ ----------- -----------
<S> <C> <C>
Real estate investments:
Properties held for sale at cost, net $7,495,180 $7,495,180
Less: accumulated depreciation (572,975) (531,549)
---------- ----------
6,922,205 6,963,631
Cash and cash equivalents at cost,
which approximates market value 513,550 515,751
Deferred leasing costs, net of
accumulated amortization of
$101,389 and $93,800, respectively 93,531 97,248
Accounts receivable and other assets 141,366 127,870
---------- ----------
$7,670,652 $7,704,500
========== ==========
Liabilities and Partners' Capital
---------------------------------
Mortgage payable $5,821,554 $5,840,260
Accounts payable and accrued liabilities 28,907 59,620
Payable to managing general partner 88,330 40,773
Property taxes payable 17,449 64,939
Accrued interest payable 46,087 46,235
Other liabilities 39,315 27,136
---------- ----------
Total liabilities 6,041,642 6,078,963
---------- ----------
Partners' capital (deficit):
General partners (35,653) (35,653)
Limited partners 1,664,663 1,661,190
---------- ----------
Total partners' capital 1,629,010 1,625,537
---------- ----------
$7,670,652 $7,704,500
========== ==========
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE> 4
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Operations
Three Months Ended January 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
January 31,
---------------------
1996 1995
---------- ---------
<S> <C> <C>
Revenue:
Rental income $251,874 $317,945
Interest income 7,279 4,994
Tenant reimbursements and
other income 49,719 66,317
-------- --------
308,872 389,256
-------- --------
Expenses:
Interest 138,410 140,112
Depreciation and amortization 49,364 69,817
Property taxes 23,589 31,196
Fees and reimbursements to managing
general partner 5,724 7,684
Other management fees 13,549 15,657
Repairs and maintenance 15,208 19,900
Utilities 9,683 12,929
General and administrative 49,872 24,008
-------- --------
305,399 321,303
-------- --------
Net earnings $ 3,473 $ 67,953
======== ========
Net earnings per limited
partnership unit using the weighted
average number of limited partnership
units outstanding of 10,717 $ .32 $ 6.34
======== ========
</TABLE>
See accompanying notes to financial statements.
-4-
<PAGE> 5
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statement of Partners' Capital
Three Months Ended January 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
Net earnings for the three months
ended January 31, 1996 - 3,473 3,473
--------- --------- ---------
Capital (deficit) at
January 31, 1996 $(35,653) 1,664,663 1,629,010
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
-5-
<PAGE> 6
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Cash Flows
Three Months Ended January 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
January 31,
-------------------
1996 1995
-------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 3,473 $ 67,953
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
Depreciation and amortization 49,364 69,817
Change in operating assets and liabilities:
Increase in accounts receivable
and other assets (13,496) (30,073)
Increase (decrease) in accounts payable
and accrued liabilities (30,713) 13,401
Increase in payable to managing
general partner 47,557 11,146
Decrease in property taxes payable (47,490) (59,125)
Decrease in accrued
interest payable (148) (135)
Increase in other liabilities 12,179 2,005
-------- ---------
Net cash provided by
operating activities 20,726 74,989
-------- ---------
Cash flows used in investing activities -
Increase in deferred leasing costs (4,221) (14,261)
-------- ---------
Cash flows used by financing activities:
Distributions to limited partners - (107,170)
Reduction in mortgage payable (18,706) (17,017)
-------- ---------
Net cash used by financing activities (18,706) (124,187)
-------- ---------
Net decrease in cash and cash equivalents (2,201) (63,459)
Cash and cash equivalents at October 31 515,751 540,941
-------- ---------
Cash and cash equivalents at January 31 $513,550 $477,482
======== =========
Supplemental schedule of cash flow information:
Interest paid in cash during the period $138,558 $140,248
======== =========
</TABLE>
See accompanying notes to financial statements.
-6-
<PAGE> 7
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
January 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.
-7-
<PAGE> 8
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements, Continued
January 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 January 31,
1996 1995
------------------------
<S> <C> <C>
Money market fund $441,226 $442,303
Operating cash 72,324 35,179
-------- --------
Cash and cash equivalents $513,550 $477,482
======== ========
</TABLE>
Reclassifications
Certain fiscal 1995 amounts have been reclassified for comparability with
fiscal 1996 financial statement presentation.
(3) Real Estate Investments
Parkway Village
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, is currently investigating 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 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 no
include any adjustments related to this matter.
(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 $1,596 for the three months
ended January 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
-8-
<PAGE> 9
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements, Continued
January 31, 1996
(Unaudited)
(4) Continued
processing equipment used for or by the Partnership. The amount due BAILP
for such reimbursements amounted to $4,128 for the three months ended
January 31, 1996.
(5) Properties Held for Sale
As of January 31, 1996, 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 1996.
However, there can be no assurances that the Partnership will sell the
Properties 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 2.
The Partnership has entered into separate listing agreements with
unrelated real estate firms to act as the exclusive selling agents for the
sale of Parkway Village and Lindsay-Main Plaza. The Managing General
Partner believes that the sales of these properties, 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
transactions may include cash at closing and deferred payments to the
Partnership. The Partnership intends to apply net sales proceeds to
maintain sufficient cash reserves, as determined by the Managing General
Partner, pay amounts payable to the Managing General Partner, and,
thereafter, to make distributions to limited partners.
-9-
<PAGE> 10
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
For the three months ended January 31, 1996, the Partnership generated total
revenue of $308,872 and incurred total expenses in the amount of $305,399,
resulting in net earnings of $3,473. The Partnership's net earnings decreased
$64,480 (94%) for the three months ended January 31, 1996 when compared with
the corresponding period of fiscal 1995. 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 Clackamas Corner Shopping Center in the
fourth quarter of fiscal 1995. A summary of the Partnership's operations and
period-to-period comparisons is presented below:
<TABLE>
Three Months Ended January 31
(In Thousands)
-----------------------------
Amount
of %
1996 1995 Change Change
---- ---- ------ ------
<S> <C> <C> <C> <C>
Total revenue $309 389 (80) (21%)
Total expenses 305 321 16 5%
---- ---- -----
Net earnings (loss) $ 4 68 (64) (94%)
==== ==== ===== ==
</TABLE>
In making period-to-period comparisons, the exclusion of the operations of
Clackamas Corner Shopping Center from the results of the first quarter of
fiscal 1995 allows for a more meaningful analysis of the operations of the
Partnership's remaining investments. For comparison purposes only, if the
operations of Clackamas Corner Shopping Center had been excluded from revenue
and expenses in the first quarter of fiscal 1995, the Partnership's Statement
of Operations for the quarter ended January 31, 1996 compared with the same
periods in fiscal 1995 would have been as follows:
<TABLE>
<CAPTION>
Three Months Ended March 31
(In Thousands)
---------------------------
Pro Amount
Forma of %
1996 1995 Change Change
---- ----- ------ ------
<S> <C> <C> <C> <C>
Total revenue $309 295 14 5%
Total expenses 305 282 (23) (8%)
---- ----- ------
Net earnings (loss) $ 4 13 (9) (69%)
==== ===== ====== ==
</TABLE>
In analyzing the pro forma amounts shown above, which exclude the results of
Clackamas Corner Shopping Center, total revenue generated by the Partnership
for the three months ended January
-10-
<PAGE> 11
31, 1996 was $308,872, representing an increase of $14,103 (5%) when compared
with the corresponding period in fiscal 1995. The Partnership's
properties generated rental income of $251,874 for the first quarter of fiscal
1996, representing an increase of $3,861 (2%) when compared to the first
quarter of fiscal 1995. Parkway Village's average occupancy remained at 98% and
the average effective rental rate increased $.17 to $9.32 for the first quarter
of fiscal 1996, when compared with the first quarter of fiscal 1995.
Lindsay-Main Plaza generated average occupancy of 48% for the three months
ended January 31, 1996, which represents an increase of 10% when compared with
the first quarter of fiscal 1995, while the property's annual average effective
rental rate decreased $.55 to $4.60 per square foot when compared with the
corresponding period in fiscal 1995.
Tenant improvements and other income increased $7,786 (19%) for the three
months ended January 31, 1996 when compared to the first quarter of 1995, due
to less reimbursable expenses billed back to tenants at Parkway Village in the
first quarter of fiscal 1995.
A summary of average occupancy and average effective rental rates for the
Partnership's properties is presented below:
<TABLE>
<CAPTION>
Three Months Ended
January 31,
---------------
Shopping Center 1996 1995
--------------- ------- ------
<S> <C> <C>
Parkway Village
(102,356 net rentable square feet) 98% 98%
Average effective rental rate (a) $9.32 $9.15
Lindsay-Main Plaza
(37,000 net rentable square feet) 48% 38%
Average effective rental rate (a) $4.60 $5.15
Clackamas Corner
(26,500 net rentable square feet) N/A (b) 95%
Average effective rental rate (a) N/A (b) $10.52
</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.
Based on the pro forma amounts presented previously, total expenses incurred by
the Partnership for the three months ended January 31, 1996 were $305,399,
representing an increase of $3,234 (8%) when compared with the first quarter of
fiscal 1995. The most significant item affecting the
-11-
<PAGE> 12
Partnership's expenses in the first quarter of fiscal 1996 was the payment of
approximately $22,500 in expenses related to the completion of the sale of
Clackamas Corner Shopping Center. 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. All other expense items on a pro forma
basis are consistent with the first quarter of fiscal 1995.
Liquidity and Capital Resources
Combined cash and cash equivalent balances, which represent Partnership cash
reserves, were $513,550 at January 31, 1996, representing a decrease of $2,201
when compared with fiscal 1995 year-end balances. Net cash provided by
operating activities for the three months ended January 31, 1996 amounted to
$20,726. As a result of the payment of property tax liabilities in the first
quarter of fiscal 1996, property taxes payable decreased $47,490 and accounts
receivable and other assets, which include prepaid expenses, increased $13,496
when compared with fiscal 1995 year-end balances. The payable to Managing
General Partner increased $47,557, to $88,330 at January 31, 1996, when
compared to the fiscal 1995 year-end balance, primarily due to the accrual of
fees and reimbursable expenses related to operations in the first quarter of
1996. Accounts payable and accrued liabilities decreased $30,713 at January
31, 1996 when compared to the fiscal 1995 year-end balance due to the payment
of lease commissions at the Partnership's remaining properties and audit fees
related to the fiscal 1995 year-end audit.
Net cash used in investing activities in the first quarter of fiscal 1996
amounted to $4,221. The Partnership's deferred leasing costs in fiscal 1996
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 the Partnership's properties.
Net cash used by financing activities amounted to $18,706 in the first quarter
of fiscal 1996, the result of reductions in mortgage principal related to the
Parkway mortgage.
To the knowledge of the Managing General Partner, all properties are generally
in good physical condition. In fiscal 1996 budgeted tenant finish costs and
lease commissions total approximately $85,000 and $15,000, respectively. These
tenant finish costs and lease commissions are budgeted in anticipation of
leasing vacant space and renewing existing tenant leases at 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 January 31, 1996, the Partnership had $513,550 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. Thereafter, the Partnership intends
-12-
<PAGE> 13
to distribute to limited partners operating cash flow deemed to be in excess
of amounts required to fund anticipated Partnership liabilities.
As of January 31, 1996 the Partnership has recorded its real estate investments
as properties held for sale. The Managing General Partner is attempting to
sell its remaining properties and liquidate the Partnership in 1996. However,
there can be no assurances that the Partnership will sell the properties 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 2 to the
Financial Statements as contained in Item 1 of this report. The Partnership has
entered into separate listing agreements with unrelated real estate firms to
act as the exclusive selling agents for the sale of Parkway Village and
Lindsay-Main Plaza. The Managing General Partner believes that the sales of
these properties, if 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 include cash at closing
and deferred payments to the Partnership. The Partnership intends to apply net
sales proceeds to maintain sufficient cash reserves, as determined by the
Managing General Partner, pay amounts payable to the Managing General Partner,
and, thereafter, to make distributions to limited partners.
-13-
<PAGE> 14
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.
-14-
<PAGE> 15
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: April 24, 1996 By: /s/ Thomas M. Mansheim
-----------------------
Thomas M. Manshiem
Treasurer; Principal
Financial and Accounting
Officer of the Partnership
-15-
