<PAGE> 1
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
April 30, 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 (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
77 West Wacker Drive
Chicago, Illinois 60601
- ------------------------ ------------------------
(Address of principal (Zip Code)
executive offices)
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 -
April 30, 1996 and October 31, 1995 3
Statements of Operations -
Three and six months ended April 30, 1996 and 1995 4
Statement of Partners' Capital -
Six months ended April 30, 1996 5
Statements of Cash Flows -
Three and six months ended April 30, 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>
April 30, 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 (614,402) (531,549)
---------- -----------
6,880,778 6,963,631
Cash and cash equivalents at cost,
which approximates market value 618,888 515,751
Deferred leasing costs, net of
accumulated amortization of
$105,352 and $93,800, respectively 104,514 97,248
Accounts receivable and other assets 125,053 127,870
---------- -----------
$7,729,233 7,704,500
========== ===========
Liabilities and Partners' Capital
---------------------------------
Mortgage payable $5,802,400 5,840,260
Accounts payable and accrued liabilities 22,933 59,620
Payable to managing general partner 160,630 40,773
Property taxes payable 29,231 64,939
Accrued interest payable 45,936 46,235
Other liabilities 34,670 27,136
---------- -----------
Total liabilities 6,095,800 6,078,963
---------- -----------
Commitments and Contingencies
Partners' capital (deficit):
General partners (35,653) (35,653)
Limited partners 1,669,086 1,661,190
---------- -----------
Total partners' capital 1,633,433 1,625,537
---------- -----------
$7,729,233 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 Six Months Ended April 30, 1996 and 1995
(Unaudited)
<TABLE>
Three Months Ended Six Months Ended
April 30, April 30,
-------------------- ------------------
1996 1995 1996 1995
--------- --------- -------- --------
<S> <C> <C> <C> <C>
Revenue:
Rental income $258,545 304,998 510,419 622,943
Interest income 5,310 4,108 12,589 9,102
Tenant reimbursements and
other income 43,508 60,960 93,227 127,277
--------- --------- -------- --------
307,363 370,066 616,235 759,322
--------- --------- -------- --------
Expenses:
Interest 137,960 139,703 276,370 279,815
Depreciation and amortization 54,662 69,414 104,026 139,231
Property taxes 22,965 31,196 46,554 62,392
Fees and reimbursements to
managing general partner 5,217 7,479 10,941 15,163
Other management fees 13,507 15,115 27,056 30,772
Repairs and maintenance 21,758 25,472 36,966 45,372
Utilities 10,795 6,896 20,478 19,825
General and administrative 36,076 16,853 85,948 40,861
--------- --------- -------- --------
302,940 312,128 608,339 633,431
--------- --------- -------- --------
Net earnings $4,423 57,938 7,896 125,891
========= ========= ======== ========
Net earnings per limited
partnership unit using the weighted
average number of limited partnership
units outstanding of 10,717 $.41 5.41 .74 11.75
========= ========= ======== ========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 5
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statement of Partners' Capital
Six Months Ended April 30, 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 six months
ended April 30, 1996 - 7,896 7,896
--------- --------- ---------
Capital (deficit) at
April 30, 1996 $(35,653) 1,669,086 1,633,433
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 6
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Cash Flows
Six Months Ended April 30, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
April 30,
-------------------
1996 1995
-------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 7,896 125,891
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
Depreciation and amortization 104,026 139,231
Change in operating assets and liabilities:
(Increase) decrease in accounts receivable
and other assets 2,817 (11,927)
Decrease in accounts payable
and accrued liabilities (36,687) (7,970)
Increase in payable to managing
general partner 119,857 20,035
Decrease in property taxes payable (35,708) (46,559)
Decrease in accrued interest payable (299) (273)
Increase in other liabilities 7,534 676
-------- ---------
Net cash provided by
operating activities 169,436 219,104
-------- ---------
Cash flows used in investing activities -
Increase in deferred leasing costs (28,439) (14,261)
-------- ---------
Cash flows used by financing activities:
Distributions to limited partners - (214,340)
Reduction in mortgage payable (37,860) (34,442)
-------- ---------
Net cash used by financing activities (37,860) (248,782)
-------- ---------
Net increase (decrease) in cash and cash equivalents 103,137 (43,939)
Cash and cash equivalents at October 31 515,751 540,941
-------- ---------
Cash and cash equivalents at April 30 $618,888 497,002
======== =========
Supplemental schedule of cash flow information:
Interest paid in cash during the period $276,669 280,088
======== =========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE> 7
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
April 30, 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)
April 30, 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>
As of April 30,
1996 1995
--------------------------------------
<S> <C> <C>
Money market fund $608,330 460,005
Operating cash 10,558 36,997
-------- -------
Cash and cash equivalents $618,888 497,002
======== =======
</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 not
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 $1,638 for the three months
ended April 30, 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 $3,578 for the three
months ended April 30, 1996.
8
<PAGE> 9
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements (Continued)
April 30, 1996
(Unaudited)
(5) Properties Held for Sale
As of April 30, 1996, the Partnership has recorded its real estate
investments as properties held for sale. The Managing General Partner is
attempting to sell these properties and liquidate the Partnership in
fiscal 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 3. 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. 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. See Note 6 for a discussion of the sale of Lindsay-Main
Plaza.
(6) Subsequent Event
On April 30, 1996, the Partnership entered into a contract which
subsequently closed on May 8, 1996, to sell 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.
9
<PAGE> 10
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements (Continued)
April 30, 1996
(Unaudited)
The net proceeds to the Partnership, before proration of operating income and
expenses related to the property, were as follows:
<TABLE>
<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>
The resulting gain on sale of Lindsay of approximately $10,000 will be
included in the Partnership's third quarter fiscal 1996 results of operations.
10
<PAGE> 11
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, 1996, the Partnership generated
total revenue of $307,363 and $616,235 and incurred total expenses of $302,940
and $608,339, resulting in net earnings of $4,423 and $7,896, respectively.
The Partnership's net earnings decreased $53,515 (93%) and $117,995 (94%) for
the three and six months ended April 30, 1996, respectively, when compared with
the corresponding periods of fiscal 1995. 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. 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 %
1996 1995 Change Change 1996 1995 Change Change
------ ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total revenue $ 307 370 (63) (17%) $ 616 759 (143) (19%)
Total expenses 303 312 9 3% 608 633 25 4%
------- ------- ------- ------- ------- -------
Net earnings (loss) $ 4 58 (54) (93%) $ 8 126 (118) (94%)
======= ======= ======= ======= ======= ======= ======= =======
</TABLE>
In making period-to-period comparisons, the exclusion of the operations of
Clackamas from the results of the three and six months ended April 30, 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 had been excluded from revenue and expenses in the applicable periods
of fiscal 1995, the Partnership's Statements of Operations for the three and
six months ended April 30, 1996 compared with the same period in fiscal 1995
would have been as follows:
<TABLE>
<CAPTION>
Three Months Ended April 30 Six Months Ended April 30
(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 $ 307 283 24 8% $ 616 578 38 7%
Total expenses 303 270 (33) (12%) 608 547 (61) (11%)
------- ------ ------- ------- ------- -------
Net earnings (loss) $ 4 13 (9) (69%) $ 8 31 (23) (74%)
======= ====== ======= ======= ======= ======= ======= =======
</TABLE>
In analyzing the pro forma amounts shown above, which exclude the results of
Clackamas, total revenue generated by the Partnership for the three and six
months ended April 30, 1996 was $307,363 and $616,235, respectively,
representing increases of $23,875 (8%) and $37,978 (7%), respectively, when
compared with the corresponding periods in fiscal 1995. The Partnership's
properties generated rental income of $510,419 for the first half of fiscal
1996, representing an increase of $24,190 (5%) when
11
<PAGE> 12
compared to the proforma first half of fiscal 1995. Parkway Village's
average occupancy decreased to 94% while the average effective rental rate
increased $1.09 to $9.96 for the second quarter of fiscal 1996, when compared
with the corresponding period in fiscal 1995. Lindsay-Main Plaza generated
average occupancy of 40% for the three months ended April 30, 1996, which
represents a decrease of 6% when compared with the second quarter of fiscal
1995, while the property's annual average effective rental rate increased $1.04
to $5.24 per square foot when compared with the corresponding period in fiscal
1995.
Tenant improvements and other income increased $9,912 (12%) for the six months
ended April 30, 1996 when compared to the same period of fiscal 1995, primarily
as a result of collections of past due common area expenses, insurance and
taxes at Lindsay-Main Plaza.
A summary of average occupancy and average effective rental rates for the
Partnership's properties is presented below:
<TABLE>
Second Quarter
Three Months Ended
April 30,
------------------
<S> <C> <C>
Shopping Center 1996 1995
- --------------------------------- ----- ------
Parkway Village
(102,356 net rentable square feet)
Average occupancy 94% 97%
Average effective rental rate (a) $9.96 $8.87
Lindsay-Main Plaza
(37,000 net rentable square feet)
Average occupancy 40% 46%
Average effective rental rate (a) $5.24 $4.20
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.
Based on the pro forma amounts presented previously, total expenses incurred by
the Partnership for the three and six months ended April 30, 1996 were $302,940
and $608,339, respectively, representing increases of $32,494 (12%) and $61,131
(11%), respectively, when compared to the corresponding periods of fiscal 1995.
Several factors have had significant impacts on the Partnership's results of
operations for the six months ended April 30, 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. 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
12
<PAGE> 13
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 utilities expense, which increased
$4,416 (27%) primarily due to an escalation in the billing rates of electricity
at Parkway Village. Fees and reimbursements to the Managing General Partner
decreased $4,222 (28%) for the six months ended April 30, 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 $13,152 (14%) due to the write-off of
capitalized tenant improvement and lease commission costs associated with
former tenants at both Lindsay-Main Plaza and Parkway Village Shopping Center.
Liquidity and Capital Resources
Combined cash and cash equivalent balances, which represent Partnership cash
reserves, were $618,888 at April 30, 1996, representing an increase of $103,137
when compared with fiscal 1995 year-end balances. Net cash provided by
operating activities for the six months ended April 30, 1996 amounted to
$169,436 and included an increase in the payable to Managing General Partner of
$119,857. This increase represents the accrual of fees earned by the Managing
General Partner and advances related to operations in the first half of 1996.
At April 30, 1996, the payable to Managing General Partner totaled $160,630.
Accounts payable and accrued liabilities decreased $36,687 at April 30, 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 $35,708 for the
six months ended April 30, 1996 when compared to the fiscal 1995 year-end
balance due to the payment of property taxes in the first quarter of fiscal
1996.
Net cash used in investing activities in the first quarter of fiscal 1996
amounted to $28,439 and are comprised solely of deferred leasing costs. 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 $37,860 in the first half 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 remaining budgeted tenant finish
costs and lease commissions total approximately $65,000 and $10,000,
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 April 30, 1996, the Partnership had $618,818 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 to distribute to limited partners
operating cash flow deemed to be in excess of amounts required to fund
anticipated Partnership liabilities.
13
<PAGE> 14
On April 30, 1996, the Partnership entered into a contract which subsequently
closed on May 8, 1996, to sell 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>
<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>
The resulting gain on sale of Lindsay of approximately $10,000 will be included
in the Partnership's third quarter fiscal 1996 results of operations.
As of April 30, 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 fiscal 1996.
However, there can be no assurances that the Partnership will sell these
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 3 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 Parkway Village
Shopping Center and Lindsay-Main Plaza. The Managing General Partner believes
that such sales would generate net proceeds to the Partnership after the
payment of sales costs, closing costs and the mortgage payable at Parkway
Village; however, these 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, and, thereafter, to make distributions to limited
partners. 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 April 30, 1996 was filed by the
Partnership with regard to its sale of Lindsay-Main Plaza.
For a more detailed discussion, see Note 6 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: June 14, 1996 By: /s/Thomas M. Mansheim
-----------------------------
Thomas M. Mansheim
Treasurer; Principal Financial
and Accounting Officer of the
Partnership
16
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000745895
<NAME> BOETTCHER PENSION INVESTORS, LTD.
<S> <C>
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0
0
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</TABLE>
