<PAGE>
Total # of Pages: 18
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 July 31, 1997 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>
INDEX
-----
<TABLE>
<CAPTION>
Page
----
PART I. Financial Information
Item 1. Financial Statements (unaudited)
<S> <C>
Balance Sheets -
July 31, 1997 and October 31, 1996 3
Statements of Operations -
Three and nine months ended July 31, 1997 and 1996 4
Statement of Partners' Capital -
Nine months ended July 31, 1997 5
Statements of Cash Flows -
Nine months ended July 31, 1997 and 1996 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURE 18
</TABLE>
2
<PAGE>
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 1997 1996
------ ---------- ----------
<S> <C> <C>
Real estate investments:
Property held for sale at cost, net $ - $6,535,765
Less: accumulated depreciation - (557,822)
---------- ----------
- 5,977,943
Real estate held for sale 6,041,334 -
Cash and cash equivalents at cost,
which approximates market value 900,039 667,934
Deferred leasing costs, net of
accumulated amortization of $34,414 - 60,756
Accounts receivable and other assets, net
of allowances of $109,545 and $77,727,
respectively 41,828 42,918
---------- ----------
$6,983,201 $6,749,551
========== ==========
Liabilities and Partners' Capital
---------------------------------
Mortgage payable $5,699,528 $5,755,906
Accounts payable and accrued liabilities 17,505 23,191
Payable to managing general partner 106,310 28,218
Property taxes payable 38,482 59,232
Accrued interest payable 45,121 -
Other liabilities 21,039 23,912
---------- ----------
Total liabilities 5,927,985 5,890,459
Partners' capital:
General partners (35,857) (35,857)
Limited partners 1,091,073 894,949
---------- ----------
Total partners' capital 1,055,216 859,092
---------- ----------
$6,983,201 $6,749,551
========== ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Operations
Three and nine months ended July 31, 1997 and 1996
(unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
July 31, July 31,
------------------ -----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue:
Rental income $239,052 $227,625 $715,731 $738,044
Tenant reimbursements
and other income 42,578 43,682 118,082 136,909
Interest income 9,704 9,783 25,708 22,372
-------- -------- -------- --------
291,334 281,090 859,521 897,325
-------- -------- -------- --------
Expenses:
Interest 135,535 137,497 408,119 413,867
Depreciation and amortization - 44,784 - 148,810
Property taxes 16,492 18,262 45,218 64,816
Fees and reimbursements to
managing general partner 5,655 5,599 18,782 16,540
Other management fees 10,717 11,328 32,510 38,384
Repairs and maintenance 20,425 17,558 52,885 54,524
Utilities 5,758 6,808 16,028 27,286
General and administrative 12,652 8,766 58,329 94,714
Environmental 3,564 - 31,526 -
-------- -------- -------- --------
210,798 250,602 663,397 858,941
-------- -------- -------- --------
Earnings from operations 80,536 30,488 196,124 38,384
-------- -------- -------- --------
Loss on sale of real estate investment - (15,284) - (15,284)
-------- -------- -------- --------
Net earnings $ 80,536 $ 15,204 $196,124 $ 23,100
======== ======== ======== ========
Net earnings per limited
partnership unit using the weighted
average number of limited partnership
units outstanding of 10,717 $ 7.51 $ 1.42 $ 18.30 $ 2.16
======= ======== ======== ========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statement of Partners' Capital
Nine months ended July 31, 1997
(unaudited)
<TABLE>
<CAPTION>
Total
General Limited partners'
partners partners capital
-------- -------- -------
<S> <C> <C> <C>
Capital (deficit) at November 1, 1996 $(35,857) $ 894,949 $ 859,092
Net earnings for the nine months
ended July 31, 1997 - 196,124 196,124
--------- ---------- ----------
Capital (deficit) at July 31, 1997 $(35,857) $1,091,073 $1,055,216
========= ========== ==========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Statements of Cash Flows
Nine months ended July 31, 1997 and 1996
(unaudited)
<TABLE>
<CAPTION>
Nine months ended
July 31,
---------------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $196,124 $ 23,100
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
Change in operating assets and liabilities:
(Increase) decrease in accounts receivable
and other assets 1,090 (15,349)
Decrease in accounts payable
and accrued liabilities (5,686) (40,096)
Increase in payable to managing
general partner 78,092 171,128
Decrease in property taxes payable (20,750) (23,476)
Increase (decrease) in accrued
interest payable 45,121 (455)
Decrease in other liabilities (2,873) (4,715)
-------- ---------
Net cash provided by operating activities 291,118 274,231
-------- ---------
Cash flows provided by (used in) investing activities:
Net proceeds from sale of real estate investment - 863,534
Additions to real estate held for sale (2,635) -
Increase in deferred leasing costs - (44,331)
-------- ---------
Net cash provided by (used in) investing activities (2,635) 819,203
-------- ---------
Cash flows used by financing activities:
Distribution to limited partners - (760,907)
Reduction in mortgage payable (56,378) (57,472)
-------- ---------
Net cash used by financing activities (56,378) (818,379)
-------- ---------
Net increase in cash and cash equivalents 232,105 275,055
Cash and cash equivalents at October 31 667,934 515,751
-------- ---------
Cash and cash equivalents at July 31 $900,039 $ 790,806
======== =========
Supplemental schedule of cash flow information:
Interest paid in cash during the period $362,997 $ 414,323
======== =========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
July 31, 1997
(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, 1996 Annual Report.
(2) Significant Accounting Principles
Environmental Remediation Liabilities
Liabilities for loss contingencies, including environmental remediation
costs, arising from claims, assessments, litigation, fines and penalties,
and other sources are recorded when it is probable that a liability has
been incurred and the amount of the assessment and/or remediation can be
reasonably estimated. The costs of site clean-up are recorded in the amount
of the cash payments made or for future estimated costs for that site when
fixed or reliably determinable based upon information derived from the
remediation plan for that site. Recoveries from third parties which are
probable of realization are separately recorded, and are not offset against
the related environmental liability.
In October 1996, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 96-1, Environmental Remediation
Liabilities. SOP 96-1 will be adopted by the Partnership during fiscal 1997
and will require, among other things, environmental remediation liabilities
to be accrued when the criteria of SFAS No. 5, Accounting for
Contingencies, have been met. The SOP also provides guidance with respect
to the measurement of the remediation costs and therefore, adoption of this
new statement will not have a material impact on the Partnership's
financial position, results of operations or liquidity.
Financial Instruments
The fair value of the Partnership's financial instruments approximate their
carrying values due to the short maturities of those instruments or due to
the interest rates of those instruments approximating interest rates for
similar issues.
7
<PAGE>
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
July 31, 1997
(unaudited)
- --------------------------------------------------------------------------------
Use of Estimates
Management of the Partnership has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities to prepare these financial
statements in conformity with generally accepted accounting principles.
Actual results could differ from those estimates.
Business and Credit Concentrations
The Partnership's remaining real estate investment, Parkway Village
Shopping Center, is located in Provo, Utah. Three national tenants account
for fifty percent of the rental income.
The Partnership estimates an allowance for doubtful accounts based on the
credit worthiness of its customers as well as general economic conditions.
Consequently, an adverse change in those factors could effect the
Partnership's estimate of its bad debts. At July 31, 1997, the Partnership
had $109,545 of tenant receivables from current and former tenants of the
Parkway Village Shopping Center for which an allowance for doubtful
accounts have been established.
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.
Impairment of Long-Lived Assets
In March of 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 121 ("SFAS 121"), effective
for fiscal years beginning after December 15, 1995. SFAS 121 requires
impairment losses to be recorded on long-lived assets used in operations
when indicators of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets'
carrying amount. SFAS 121 also addresses the accounting for long-lived
assets that are expected to be disposed of. The Partnership adopted SFAS
121 effective with its fiscal year beginning November 1, 1996.
8
<PAGE>
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
July 31, 1997
(unaudited)
- --------------------------------------------------------------------------------
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. Upon implementation of SFAS 121
described in detail above, deferred leasing costs have been included in
real estate held for sale on the balance sheet.
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,
1997 1996
<S> --------- --------
Money market fund <C> <C>
Operating cash $886,015 $777,600
14,024 13,206
Cash and cash equivalents -------- --------
$900,039 $790,806
</TABLE> ======== ========
Reclassifications
Certain prior year amounts have been reclassified for comparability with
fiscal 1997 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 Shopping Center ("Parkway") 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 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, would be
required to complete the needed remediation. The Partnership has been
advised that groundwater contamination has occurred and the Partnership on
behalf of and in cooperation with the tenant, is in the process of
determining the method, cost and timing of required soil and groundwater
remediation measures. The Partnership has spent approximately $78,000 to
date on the above mentioned testing as well as legal representation in
connection with the PERC release. Management is unable at this time to
estimate the full extent of additional expenses that may be incurred. The
Partnership has commenced legal action against the Tenant to recover
amounts expended by the Partnership with respect to environmental
remediation. Due to groundwater contamination, the Partnership may incur
significant additional
9
<PAGE>
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
July 31, 1997
(unaudited)
- --------------------------------------------------------------------------------
remediation costs. The estimate of costs and their timing of payment could
change as a result of (1) changes to a remediation plan required by the
DEQ, (2) changes in technology available to treat the site, (3) unforeseen
circumstances existing at the site and (4) differences between actual
inflation rates and rates assumed in preparing the estimate. The ultimate
resolution of this matter and its impact on the Partnership's financial
statements is uncertain.
(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 $8,873 for the nine months ended
July 31, 1997.
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 $9,909 for the nine months ended
July 31, 1997.
(5) Property Held for Sale
----------------------
As of July 31, 1997, the Partnership has recorded its remaining real estate
investment as property held for sale. The Managing General Partner is
attempting to sell the remaining property ("Parkway") and liquidate the
Partnership in 1997.
On July 14, 1997, the Partnership entered into a contract to sell the land,
related improvements and personal property of the retail center known as
Parkway Village Shopping Center ("Parkway") located in Provo, Utah to an
unrelated third party for $8,500,000. The prospective purchaser's due
diligence period expired on August 25, 1997. The sale of Parkway is now
primarily contingent upon the majority vote of the Partnership's limited
partners to approve the sale, as provided in the Partnership agreement, on
or before November 17, 1997. Closing is subject to customary conditions. If
the prospective purchaser does not close for reasons other than the fault
of the Partnership, the Partnership will be entitled to keep an aggregate
of $100,000 of earnest money.
Contingent upon the closing of the proposed sale and majority vote of the
Partnership's limited partners to approve, the Managing General Partner
will proceed to dissolve and liquidate the Partnership in accordance with
the Partnership agreement.
10
<PAGE>
BOETTCHER PENSION INVESTORS LTD.
(A Limited Partnership)
Notes to Financial Statements
July 31, 1997
(unaudited)
- --------------------------------------------------------------------------------
The estimated gain recognized from the sale of Parkway and estimated
distribution of available funds in liquidation of the Partnership to Limited
Partners as of July 31, 1997 has been computed on a pro forma basis assuming
the Partnership had sold Parkway, liquidated and dissolved as of July 31,
1997:
<TABLE>
<CAPTION>
Gain on sale of real estate investment:
- ---------------------------------------
<S> <C>
Total contract sale price $ 8,500,000
Less: Net book value of real estate investment (6,041,334)
Selling commission (302,500)
Other expenses of sale (primarily legal fees
and title insurance) (75,000)
-----------
Gain on sale 2,081,166
Write off of non-cash assets (41,828)
Estimated expenses of liquidation and dissolution (15,000)
-----------
Net gain on sale and dissolution $ 2,024,338
===========
Distribution to Partners:
-------------------------
Total contract sale price $ 8,500,000
Selling commission (302,500)
Other expenses of sale (primarily legal fees and title insurance) (75,000)
Less: Current liabilities of Parkway (including mortgage payable) (5,821,675)
-----------
Adjusted cash received 2,300,825
Add: Current liquid assets of the Partnership 900,039
Less: Outstanding debt to Managing General Partner (90,846)
Estimated expenses of liquidation and dissolution (15,000)
-----------
Cash available for final distribution $ 3,095,018
===========
Distribution to Limited Partners per $1,000 unit $ 288
===========
</TABLE>
11
<PAGE>
Item 2: Management's Discussion and Analysis of Financial Condition and Results
- -------------------------------------------------------------------------------
and Operations
- --------------
Forward-Looking Statements
- --------------------------
This report contains forward-looking statements (within the meaning of Section
21E. of the Securities Exchange Act of 1934, as amended) representing the
Managing General Partner's current expectations and beliefs concerning future
events. When used in this report, the words "believes," "estimates," "plans,"
"expects," "intends," "anticipates," or the negation thereof or other
variations thereon or comparable terminology as they relate to the Partnership
or its management are intended to identify forward-looking statements. The
actual results of the Partnership could differ materially from those indicated
by the forward-looking statements because of various risks and uncertainties
related to and including, without limitation, the Partnership's ability to sell
its remaining real estate investment, the levels of rental income and expenses
relating to its real estate investment, and the extent of additional costs to
complete environmental remediation at its remaining property. These risks and
uncertainties are beyond the ability of the Managing General Partner to control;
in many cases, the Managing General Partner cannot predict the risks and
uncertainties that could cause actual results to differ materially from those
indicated by the forward-looking statements.
Results of Operations
- ---------------------
For the three and nine months ended July 31, 1997, the Partnership generated
total revenue of $291,334 and $859,521 and incurred total expenses in the amount
of $210,798 and $663,397, resulting in net earnings of $80,536 and $196,124,
respectively. The Partnership's net earnings increased $65,332 and $173,024 for
the three and nine months ended July 31, 1997 when compared with the
corresponding periods of fiscal 1996. The most significant factors affecting
the Partnership's year to date results of operations as compared to the
corresponding period in 1996 were decreased total revenues and expenses in most
categories, as a result of the sale of Lindsay-Main Plaza ("Lindsay") in the
third quarter of fiscal 1996, as well as the adoption of Statement of Financial
Accounting Standards No. 121 ("SFAS 121") in fiscal 1997. SFAS 121 requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount. SFAS
121 also addresses the accounting for long-lived assets that are expected to be
disposed of; specifically it requires the elimination of depreciation and
amortization related to those long-lived assets to be disposed of. For the
quarter ended July 31, 1997, depreciation and amortization related to the
Partnership's real estate held for sale eliminated by the adoption of SFAS 121
approximated $50,000. The sale of Lindsay in the third quarter of fiscal 1996
resulted in a loss of $15,284.
12
<PAGE>
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 %
1997 1996 Change Change 1997 1996 Change Change
----- ---- ------- -------- ----- ---- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total revenue $ 291 281 10 4% $ 860 897 (37) (4%)
Total expenses 211 251 (40) (16%) 663 859 (196) (23%)
----- ---- --- ----- ---- ----
Earnings from
operations $ 80 30 50 $ 197 38 159
===== ==== === ===== ==== ====
</TABLE>
In making period-to-period comparisons, the exclusion of the operations of
Lindsay from the results of fiscal 1996 allows for a more meaningful analysis of
the operations of the Partnership's ongoing operations. For comparison purposes
only, if the operations of Lindsay had been excluded from revenue and expenses
in the applicable periods of fiscal 1996, the Partnership's Statement of
Operations for the three and nine months ended July 31, 1997 compared with the
same period in fiscal 1996 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 %
1997 1996 Change Change 1997 1996 Change Change
----- ----- ------ ------- ----- ----- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total revenue $ 291 220 71 32% $ 860 836 24 3%
Total expenses 211 196 15 8% 663 804 (141) (18%)
----- ---- -- ----- ---- ----
Earnings from
operations $ 80 24 56 $ 197 32 165
===== ==== == ===== ==== ====
</TABLE>
In analyzing the pro forma amounts shown above, which exclude the results of
Lindsay, total revenue generated by the Partnership for the three and nine
months ended July 31, 1997 was $291,334 and $859,521, representing increases of
$71,475 (33%) and $23,427 (3%) when compared with the corresponding periods in
fiscal 1996. The Partnership's remaining property, Parkway Village Shopping
Center ("Parkway") generated rental income of $715,731 for the nine months of
1997, representing an increase of $18,097 (3%) when compared to the
corresponding period in 1996. Parkway Village's average occupancy increased to
98% from 96% in the corresponding quarter of fiscal 1996 and the average
effective rental rate increased $.25 to $9.53 for the third quarter of fiscal
1997, when compared with the third quarter of fiscal 1996.
Tenant reimbursements and other income increased $19,717 (86%) and $1,994 (2%)
for the three and nine months ended July 31, 1997, respectively, when compared
to the corresponding periods of fiscal 1996, due to the increased occupancy at
Parkway which resulted in more reimbursable expenses billed back to tenants.
13
<PAGE>
Interest income increased $3,336 or 15% to $25,708 for the nine months ended
July 31, 1997 from $22,372 for the corresponding period in 1996, primarily due
to the maintenance of larger cash reserves in the current period.
A comparative summary of average occupancy and average effective rental rates
for the Partnership's properties is presented below:
<TABLE>
<CAPTION>
Three months ended
July 31,
------------------
<S> <C> <C>
Shopping Center 1997 1996
- --------------- ---- ----
Parkway Village (102,356 net rentable square feet)
Average occupancy 98% 96%
Average effective rental rate /(a)/ $9.53 $9.28
</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.
Based on the pro forma amounts presented previously, total expenses incurred by
the Partnership for the three and nine months ended July 31, 1997 were $210,798
and $663,397, representing decreases of $14,710 (8%) and $141,031 (18%) when
compared with the proforma periods of fiscal 1996. Excluding the impact of the
adoption of SFAS 121, expenses related to the operations of the Partnership's
remaining real estate investment remained relatively constant in the fiscal 1997
when compared to fiscal 1996. A decrease in property tax expense of $8,373
(16%) to $45,218 for the nine months ended July 31, 1997 from $53,591 in the
corresponding period of fiscal 1996 is due to the reassessment of commercial
property taxes throughout the state of Utah. This decrease is offset by an
increase in repair and maintenance expense of $9,415 (22%) to $52,885 for the
nine months ended July 31, 1997 compared to $43,470 for the corresponding period
in fiscal 1996. Heavier snowfall in the current year and roof repairs completed
in the first quarter of fiscal 1997 are the primary reasons for the increase.
Environmental expenses related to the remediation of dry cleaning solution
contamination at Parkway, more fully discussed in Note 3 of the Financial
Statements, amounted to $31,526 for the nine months ended July 31, 1997. There
were no expenses of this nature in the comparable period of fiscal 1996.
General and administrative expense decreased $27,702 (32%) to $58,329 for the
nine months ended July 31, 1997 from $86,031 for the comparable period in fiscal
1996. This is the result of decreased professional fees and the inclusion of
certain expenses related to the sale of one of the Partnership's former real
estate investments in the first quarter of fiscal 1996.
Liquidity and Capital Resources
- -------------------------------
Combined cash and cash equivalent balances, which represent Partnership cash
reserves, were $900,039 at July 31, 1997, representing an increase of $232,105
when compared with fiscal 1996 year-end balances. Net cash provided by
operating activities for the nine months ended July 31, 1997 amounted to
$291,118. As a result of the payment of property tax liabilities in the first
quarter of fiscal 1997, property taxes payable decreased $20,750. The payable
to Managing
14
<PAGE>
General Partner increased $78,092, to $106,310 at July 31, 1997, when compared
to the fiscal 1996 year-end balance, primarily due to cash advances of
approximately $59,310 in the current quarter and the accrual of fees and
reimbursable expenses related to operations in the nine months ended July 31,
1997.
Net cash used in investing activities amounted to $2,635 for the nine months
ended July 31, 1997 and is comprised solely of deferred leasing costs included
under the caption real estate held for sale on the balance sheet. The
Partnership's deferred leasing costs in fiscal 1997 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 Parkway.
Net cash used by financing activities amounted to $56,378 in the third quarter
of fiscal 1997, the result of reductions in mortgage principal related to the
Parkway mortgage.
To the knowledge of the Managing General Partner, the Partnership's remaining
property is generally in good physical condition. In fiscal 1997, other than
tenant finish costs and lease commissions associated with the ongoing leasing
efforts at Parkway, there are no other material capital improvements planned.
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 July 31, 1997, the Partnership had $900,039 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
1997 to maintain sufficient cash reserves as determined by the Managing General
Partner, including amounts required to fund liabilities arising from the
environmental contamination at Parkway, more fully discussed in Note 3 of the
Financial Statements.
As of July 31, 1997 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 ("Parkway") and liquidate the Partnership in
1997.
On July 14, 1997, the Partnership entered into a contract to sell the land,
related improvements and personal property of the retail center known as Parkway
Village Shopping Center ("Parkway") located in Provo, Utah to an unrelated third
party for $8,500,000. The prospective purchaser's due diligence period expired
on August 25, 1997. The sale of Parkway is now primarily contingent upon the
majority vote of the Partnership's limited partners to approve the sale, as
provided in the Partnership agreement, on or before November 17, 1997. Closing
is subject to customary conditions. If the prospective purchaser does not close
for reasons other than the fault of the Partnership, the Partnership will be
entitled to keep an aggregate of $100,000 of earnest money.
15
<PAGE>
Contingent upon the closing of the proposed sale and majority vote of the
Partnership's limited partners to approve, the Managing General Partner will
proceed to dissolve and liquidate the Partnership in accordance with the
Partnership agreement.
The estimated gain recognized from the sale of Parkway and estimated
distribution of available funds in liquidation of the Partnership to Limited
Partners as of July 31, 1997 has been computed on a pro forma basis assuming the
Partnership had sold Parkway, liquidated and dissolved as of July 31, 1997:
<TABLE>
<CAPTION>
Gain on sale of real estate investment:
---------------------------------------
<S> <C>
Total contract sale price $8,500,000
Less: Net book value of real estate investment (6,041,334)
Selling commission (302,500)
Other expenses of sale (primarily legal
fees and title insurance) (75,000)
----------
Gain on sale 2,081,166
Write off of non-cash assets (41,828)
Estimated expenses of liquidation and dissolution (15,000)
----------
Net gain on sale and dissolution $2,024,338
==========
Distribution to Partners:
-------------------------
Total contract sale price $8,500,000
Selling commission (302,500)
Other expenses of sale (primarily legal fees and title insurance) (75,000)
Less: Current liabilities of Parkway (including mortgage payable) (5,821,675)
----------
Adjusted cash received 2,300,825
Add: Current liquid assets of the Partnership 900,039
Less: Outstanding debt to Managing General Partner (90,846)
Estimated expenses of liquidation and dissolution (15,000)
----------
Cash available for final distribution $3,095,018
==========
Distribution to Limited Partners per $1,000 unit $ 288
==========
</TABLE>
16
<PAGE>
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.
17
<PAGE>
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 12, 1997 By: /s/Thomas M. Mansheim
------------------------------
Thomas M. Mansheim
Treasurer; Principal
Financial and Accounting
Officer of the Partnership
18
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000745895
<NAME> Boettcher Pension Investors, Ltd.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> JUL-31-1997
<CASH> 900,039
<SECURITIES> 0
<RECEIVABLES> 41,828
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6,041,334
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,983,201
<CURRENT-LIABILITIES> 0
<BONDS> 5,699,528
0
0
<COMMON> 0
<OTHER-SE> 1,055,216
<TOTAL-LIABILITY-AND-EQUITY> 6,983,201
<SALES> 0
<TOTAL-REVENUES> 859,521
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 255,278
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 408,119
<INCOME-PRETAX> 196,124
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 196,124
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
