Captec Franchise Capital Partners L P Iv 10-Q 2004 Q2 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

[ X ]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

OR

[    ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from                   to                   

Commission file number: 333-9371

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

38-3304096

(IRS Employer Identification Number)

24 Frank Lloyd Wright Drive, Lobby L, 4^th Floor

P.O. Box 544, Ann Arbor, Michigan 48106-0544

(Address of principal executive offices, including zip code)

(734) 994-5505

(Issuer’s telephone number)

Not Applicable

(Former name, former address and former fiscal year, if changed since last year)

Indicate by check mark 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 filing requirements for the past 90 days.   Yes [X] No [  ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by court: Not applicable

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: Not applicable

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV

Index to Form 10-Q

Item No.		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Balance Sheets, June 30, 2004 and December 31, 2003		3
	Statement of Operations for the three and six months ended June 30, 2004 and 2003		4
	Statement of Changes in Partners’ Capital for the six months ended June 30, 2004		5
	Statement of Cash Flows for the six months ended June 30, 2004 and 2003		6
	Notes to Financial Statements		7–9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		10–13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		13
I Item 4.	Controls and Procedures		14
PART II	OTHER INFORMATION
	Other Information		14–15
SIGNATURES			16
CERTIFICATION Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002			17
Certification Pursuant to Section 302
Certification Pursuant to Section 906

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CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Captec Franchise Capital Partners L.P. IV

Balance Sheets

	June 30,			December 31,
	2004			2003
	(Unaudited)
Assets
Cash and cash equivalents	$	1,631,552		$	694,742
Restricted cash		277,010			233,390
Investment in leases:
Operating leases, net		26,130,233			29,667,981
Financing leases, net		1,434,984			1,579,536
Impaired financing leases, net		15,000			15,000
Accounts receivable		130,838			300,189
Unbilled rent, net		1,171,875			1,446,046
Deferred financing costs, net		257,507			309,259
Total assets	$	31,048,999		$	34,246,143
Liabilities and Partners’ Capital
Liabilities:
Notes payable	$	13,773,573		$	14,948,390
Accounts payable and accrued expenses		107,381			160,513
Due to related parties		11,895			11,109
Total liabilities		13,892,849			15,120,012
Partners’ capital:
Limited partners’ capital accounts		17,163,618			19,138,676
General partner’s capital account		(7,468	)		(12,545	)
Total partners’ capital		17,156,150			19,126,131
Total liabilities and partners’ capital	$	31,048,999		$	34,246,143

The accompanying notes are an integral part of the financial statements.

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Captec Franchise Capital Partners L.P. IV

Statement of Operations

(Unaudited)

	Three months ended				Six months ended
	June 30,				June 30,
	2004		2003		2004			2003
Operating revenue:
Rental income		681,411	$	766,459		1,374,739		$	1,499,317
Finance income		37,389		52,180		76,659			110,463
Total operating revenue		718,800		818,639		1,451,398			1,609,780
Operating costs and expenses:
Interest expense		288,079		305,643		582,885			599,677
Depreciation		112,598		112,598		225,193			219,419
General and administrative		181,287		31,340		303,326			64,070
Total operating costs and expenses		581,964		449,581		1,111,404			883,166
Income from operations		136,836		369,058		339,994			726,614
Other (expense) income:
Gain on sale of equipment		8,040		275		8,040			20,116
Interest and other income		4,881		20,083		5,049			302
Total other (expense) income		12,921		20,358		13,089			20,418
Income from continuing operations		149,757		389,416		353,083			747,032
Discontinued Operations:
Net gain on sale of properties		17,811		—		261,545			—
Income from discontinued operations, net		36,076		73,865		102,107			147,730
Debt Retirement Costs		—		—		(209,010	)		—
Income from discontinued operations		53,887		73,865		154,642			147,730
Net income	$	203,644	$	463,281	$	507,725		$	894,762
Net income allocable to general partner	$	2,036	$	4,633	$	5,077		$	8,948
Net income allocable to limited partners	$	201,607	$	458,648	$	502,648		$	885,814
Net income per limited partnership unit from continuing operations		5.12		13.19		12.03			25.25
Net income per limited partnership unit from discontinued operations		1.84		2.50		5.27			4.99
Net income per limited partnership unit	$	6.96	$	15.69	$	17.30		$	30.24
Weighted average number of limited partnership units outstanding		28,975		29,232		29,065			29,286

The accompanying notes are an integral part of the financial statements.

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Captec Franchise Capital Partners L.P. IV

Statements of Changes in Partners’ Capital

for the six months ended June 30, 2004

(Unaudited)

	Limited			Limited			General			Total
	Partners’			Partners’			Partner’s			Partners’
	Units			Accounts			Account			Capital
Balance, December 31, 2003		29,155		$	19,138,676		$	(12,545	)	$	19,126,131
Distributions — ($80.96 per weighted average limited partnership unit)		—			(2,352,990	)		—			(2,352,990	)
Repurchase of limited partnership units		(180	)		(124,716	)		—			(124,716	)
Net income		—			502,648			5,077			507,725
Balance, June 30, 2004		28,975		$	17,163,618		$	(7,468	)	$	17,156,150

The accompanying notes are an integral part of the financial statements.

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Captec Franchise Capital Partners L.P. IV

Statements of Cash Flows

for the six months ended June 30, 2004 and 2003

(Unaudited)

	2004			2003
Cash flows from operating activities:
Net Income	$	507,725		$	894,762
Adjustments to net income:
Depreciation		247,915			250,262
Amortization of debt issuance costs		51,752			40,516
Gain on sale of equipment		(8,040	)		(20,116	)
Gain on sale of real estate		(261,545	)		—
Increase in unbilled rent		(23,288	)		(75,506	)
Decrease (increase) in accounts receivable		169,351			(139,931	)
(Decrease) increase in accounts payable and accrued expenses		(53,132	)		61,598
Decrease in due to related parties		786			9,493
(Increase) decrease in restricted cash		(43,620	)		673
Net cash provided by operating activities		587,904			1,021,751
Cash flows from investing activities:
Purchase and construction cost of properties subject to operating leases		—			(1,155,000	)
Proceeds from sale of equipment		40,200			88,368
Proceeds from sale of real estate		3,848,836
Principal collections on financing leases		112,393			473,149
Net cash provided by (used in) investing activities		4,001,429			(593,483	)
Cash flows from financing activities:
Proceeds from issuance of notes payable		—			920,000
Debt issuance costs		—			(12,276	)
Repayments of notes payable		(1,174,817	)		(161,358	)
Repurchase of limited partnership units		(124,716	)		(79,555	)
Distributions to limited partners		(2,352,990	)		(1,500,000	)
Net cash used in financing activities		(3,652,523	)		(833,189	)
Net increase (decrease) in cash and cash equivalents		936,810			(404,921	)
Cash and cash equivalents, beginning of period		694,742			1,132,891
Cash and cash equivalents, end of period	$	1,631,552		$	727,970

The accompanying notes are an integral part of the financial statements.

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CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV

NOTES TO FINANCIAL STATEMENTS

1. THE PARTNERSHIP AND ITS SIGNIFICANT ACCOUNTING PRINCIPLES:

Captec Franchise Capital Partners L.P. IV (the “Partnership”), a Delaware limited partnership, was organized on July 23, 1996 for the purpose of acquiring income-producing commercial real properties and equipment leased on a “triple net” or “double net” basis, primarily to operators of national and regional chain franchised fast food and family style restaurants, as well as other national and regional retail chains.

The initial general partners of the Partnership were Captec Franchise Capital Corporation IV (the “Corporation”), a wholly-owned subsidiary of Captec Financial Group, Inc. (“Captec”), an affiliate, and Patrick L. Beach, the Chairman of the Board of Directors, President and Chief Executive Officer of the Corporation and Captec. In August 1998, Captec Net Lease Realty, Inc. (“Captec Net Lease”), an affiliate, acquired the General Partnership interest of the Partnership. In December 2001, Captec Net Lease merged with and into Commercial Net Lease Realty, Inc. (“Commercial Net Lease”). In connection with the merger, Commercial Net Lease agreed to sell and assign its General Partnership interest in the Partnership to GP4 Asset Acquisition, LLC (“GP4 Asset Acquisition”), which is wholly-owned by Mr. Beach and is an affiliate of Captec. Effective January 15, 2002, the limited partners consented to the transfer of the General Partnership interest. On September 11, 2003, the Partnership’s secured lender consented to the transfer of the general partnership interest to GP4 Asset Acquisition. Upon receipt of the secured lender’s consent, the general partnership interest was immediately transferred to GP4 Asset Acquisition. Therefore, as of September 11, 2003, GP4 Asset Acquisition became the general partner of the Partnership.

The Partnership commenced a public offering (the “Offering”) of up to 30,000 limited partnership units (the “Units”), priced at $1,000 per Unit, registered under the Securities Act of 1933, as amended, by means of a Registration Statement filed on Form S-11, which was declared effective by the Securities and Exchange Commission on December 23, 1996. The Partnership accepted subscriptions for the minimum number of Units on March 5, 1997 and immediately commenced operations. The Offering was fully subscribed in December 1998. Since 1999, 1,025 Units have been repurchased by the Partnership pursuant to the terms of the Repurchase Plan set forth in the Partnership’s December 23, 1996 prospectus with respect to the Offering. At June 30, 2004, the Partnership had 28,975 Units issued and outstanding.

The principal investment objectives of the Partnership are: (i) preservation and protection of capital; (ii) distribution of cash flow generated by the Partnership’s leases; (iii) capital appreciation of Partnership properties; (iv) generation of increased income and protection against inflation through escalation of base rents or participation in gross revenues of tenants of Partnership properties; and (v) deferred taxation of cash distributions to the limited partners.

Allocation of profits, losses and cash distributions from operations and cash distributions from sale or refinancing activities are made pursuant to the terms of the Partnership Agreement. Profits and losses from operations are allocated among the limited partners based upon the number of Units owned.

Net income per limited partnership interest is calculated using the weighted average number of limited partnership Units outstanding during the period and the limited partners’ allocable share of the net income.

Distributions per limited partnership Unit are calculated using the actual distributions disbursed during the period and the weighted average number of limited partnership Units outstanding during the period. Actual individual limited partner distributions may vary from this calculation as

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a result of a variety of factors including: (i) actual distributions are computed based on quarterly operating results and outstanding limited partnership units, which are disbursed in the subsequent quarter; (ii) certain limited partners have elected to receive monthly distributions versus quarterly distributions which creates timing differences between comparative calculations, and (iii) the calculation ignores the timing of repurchases.

The balance sheet of the Partnership as of June 30, 2004, the statements of operations and cash flows for the periods ending June 30, 2004 and June 30, 2003 and the statements of changes in partners’ capital for the period ending June 30, 2004 have not been audited. In the opinion of Management, these unaudited financial statements contain all adjustments necessary to present fairly the financial position and results of operations and cash flows of the Partnership for the periods then ended. Results of operations for the interim periods are not necessarily indicative of results for the full year. These unaudited financial statements should be read in conjunction with the financial statements and notes thereto included in the Partnership’s annual report on Form 10-K for the year ended December 31, 2003 filed with the United States Securities and Exchange Commission on March 28, 2004.

2. LAND AND BUILDING SUBJECT TO OPERATING LEASES:

The net investment in operating leases as of June 30, 2004 is comprised of the following:

Land	$	10,261,125
Building and improvements		17,979,564
		28,240,689
Less accumulated depreciation		(2,110,456	)
Total	$	26,130,233

3. NET INVESTMENT IN FINANCING LEASES:

The net investment in financing leases as of June 30, 2004 is comprised of the following:

Minimum lease payments to be received	$	2,304,348
Less unearned income		(869,364	)
Net investment in financing leases	$	1,434,984

4. NOTES PAYABLE:

In December 1998, the Partnership entered into a $6.4 million term note. The note has a 10-year term, is collateralized by certain properties which have a carrying value of approximately $11.7 million subject to operating leases, and bears an interest rate of 8.13% per annum.

In March 1999, the Partnership entered into an additional $3.3 million term note. The note has a 10-year term, is collateralized by certain properties subject to operating leases which have a carrying value of approximately $3.4 million, and bears interest at a rate of 8.5% per annum. In March 2004 the partnership defeased approximately $466,000 of this note payable with proceeds from the sale of the Capital Foods property.

In October 2000, the Partnership assumed a $3.75 million term note, collaterized by a certain property which has a carrying value of approximately $4.7 million. The note has a 10-year term, and bears interest at a rate of 8.35% per annum.

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In November 2001, the Partnership entered into an additional $1.5 million term note for a 2-year term. In 2003, the note’s original term was extended by an additional 2 years. The note is collateralized by certain properties subject to operating leases and bears interest at a rate of prime plus 2% per annum. Proceeds from this note were used to repay approximately $700,000 of short-term borrowings and to provide working capital intended to be used to fund Unit repurchases and potential property acquisitions.

In April 2003, the Partnership entered into an $862,500 term note. The note has a 5-year term, is collaterized by a certain property subject to an operating lease which has a carrying value of $1.1 million, and bears interest at a rate of 6.25%, per annum.

In April 2003, the Partnership entered into a $57,500 unsecured revolving note. The note has a 2-year term and bears interest at a variable rate equivalent to the Wall Street Journal (WSJ) prime rate plus 1/2%. The interest rate is adjusted monthly for changes in the WSJ prime rate.

In June 2004, the Partnership sold one of the two properties, subject to an operating lease, that secured a $1.5 million note. Using proceeds from the sale, the note was paid down to $874,000. The remaining note is secured by a certain property subject to an operating lease which has a carrying value of $1.5 million, and bears interest a rate of prime plus 2% per annum.

Debt issuance costs of $646,349 were incurred in connection with the issuance of the notes, and are being amortized over the life of the notes to interest expense using the straight-line method, which is not materially different than the interest rate method.

5. EARNINGS FROM DISCONTINUED OPERATIONS:

In accordance with SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets,” the Company has classified the operations of the properties sold during six months ended June 30, 2004 as discontinued operations. Accordingly, the results of operations related to the properties have been reclassified to earnings from discontinued operations. Discontinued operations reflect the sale of three properties that were triggered by the tenant’s exercise of purchase option clauses in the lease agreements. The properties were sold for net cash proceeds of approximately $3.9 million, resulting in a gain of approximately $262,000. There were approximately $209,000 in debt retirement costs associated with the disposition of the Capital Food property. Expenses include an allocation of interest expense based on the prorated share of the outstanding debt. The following is a summary of earnings from discontinued operations:

	Three months ended				Six months ended
	June 30,				June 30,
	2004		2003		2004		2003
Revenues:
Operating lease rents	$	53,096	$	108,096	$	151,922	$	216,191
Expenses:
Interest expense		7,847		17,728		25,575		35,456
Provision for depreciation		8,642		15,422		22,721		30,843
Management Fees		531		1,081		1,519		2,162
Income from discontinued operation, net	$	36,076	$	73,865	$	102,107	$	147,730

6. CHANGE IN ESTIMATE

The Partnership holds vacant two properties, for which it is actively seeking new tenants. The leases on these properties (for which rental payments were over eighteen months past due), along with the rights to pursue remedies against the tenant and all Guarantors, were terminated as the Partnership entered into a Settlement Agreement with the former tenants and Guarantors. Under that Settlement Agreement, the Partnership received $100,000 as full and final payment from all parties involved. The remaining receivable of $125,000 associated with these leases was written off as bad debt expense in the current quarter.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

When used in this discussion, words such as “intends,” “anticipates,” “expects,” “will,” “could,” “estimate,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those described herein. Such risks and uncertainties, some of which are beyond the Partnership’s control, include, but are not limited to, the following: (i) the possibility that tenants and lessees may default in making rent payments, (ii) the risk of fire or other casualty interrupting cash flow from a property, (iii) the inability to enter into leases at the assumed rental rates, (iv) unexpected expenses, and (v) the inability to sell properties at anticipated prices and/or times. Any statements contained in this report or any document incorporated herein by reference that are not statements of historical fact may be deemed to be forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Partnership disclaims, except as may be required by law, any obligations to update or release revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2004.During the three months ended June 30, 2004, total operating revenue decreased 12.2% to approximately $719,000 compared to approximately $819,000 for the three months ended June 30, 2003. Rental revenue from operating leases for the three months ended June 30, 2004 decreased 11.1% to approximately $681,000 compared to approximately $766,000 for the prior year period, primarily due to the vacant properties. Earned income from financing leases for the three months ended June 30, 2004 decreased 28.3% to approximately $37,000 compared to approximately $52,000 for the three months ended June 30, 2003 due to the amortization of principal balances and the disposition of an equipment lease in April 2004.

Operating expenses totaled approximately $582,000 for the three months ended June 30, 2004, compared to approximately $450,000 for the three months ended June 30, 2003. The increase is primarily due to increased general and administrative expenses as a result of increased property taxes (on vacant properties), increased professional fees, and bad debt expense of $125,000 relating to two leases for which rental payments had been delinquent for 18 months, partially offset by decreases in depreciation and interest expense due to the sale of the three properties in 2004. The Partnership has entered into a Settlement Agreement with the guarantors which resulted in the collection of $100,000 as full and final Settlement on the two delinquent real estate leases. The Partnership is actively seeking to re-tenant these properties.

Other income for three months ended June 30, 2004 was approximately $13,000 due to a gain on the disposition of an equipment lease in June 2004 of approximately $8,000 and late charge income of approximately $5,000. Other income for three months ended June 30, 2003 was approximately $20,000 due to a gain on the disposition of an equipment lease in April 2003.

As a result of the foregoing, the Partnership’s net income from continuing operations decreased 61.5% to approximately $150,000 for the three months ended June 30, 2004, as compared to $389,000 for the three months ended June 30, 2003

Discontinued operations reflect the sale of three properties pursuant to purchase option clauses in the lease agreements. One of the three properties was sold in the second quarter of 2004 for net cash proceeds of approximately $1.8 million, resulting in a gain of approximately $18,000.

As a result of the foregoing, the Partnership’s net income decreased 56.0% to approximately $204,000 for the three months ended June 30, 2004, compared to approximately $463,000 for the three months ended June 30, 2003.

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Six Months Ended June 30, 2004.During the six months ended June 30, 2004, total operating revenue decreased 9.8% to approximately $1,451,000 compared to approximately $1,610,000 for the six months ended June 30, 2003. Rental revenue from operating leases for the six months ended June 30, 2004 decreased 8.3% to approximately $1,375,000 compared to approximately $1,499,000 for the six months ended June 30, 2003 due to the vacant properties. Earned income from financing leases for the six months ended June 30, 2004 decreased 30.6% to approximately $77,000 compared to approximately $110,000 for the six months ended June 30, 2003 due to the amortization of principal balances and disposition of an equipment lease in April 2004.

Operating expenses increased 25.8% to approximately $1,111,000 for the six months ended June 30, 2004 compared to approximately $883,000 for the six months ended June 30, 2003. The increase is primarily due to increased general and administrative expenses as a result of increased property taxes (on vacant properties), increased professional fees, and bad debt expense of $125,000 relating to two leases for which rental payments had been delinquent for 18 months, partially offset by decreases in depreciation and interest expense due to the sale of the three properties in 2004. The Partnership has entered into a Settlement Agreement with the guarantors which resulted in the collection of $100,000 as full and final settlement on the two delinquent real estate leases. The Partnership is actively seeking to re-tenant these properties.

Other income for six months ended June 30, 2004 was approximately $13,000 due to a gain on the disposition of an equipment lease in June 2004 of approximately $8,000 and late charge income of approximately $5,000. Other income for six months ended June 30, 2003 was approximately $20,000 due to a gain on the disposition of an equipment lease in April 2003.

As a result of the foregoing, the Partnership’s net income from continuing operations decreased 52.7% to approximately $353,000 for the six months ended June 30, 2004, compared to $747,000 for the six months ended June 30, 2003

Discontinued operations reflect the sale of three properties pursuant to purchase option clauses in the lease agreements. The properties were sold for net cash proceeds of approximately $3.9 million in 2004, resulting in a gain of approximately $262,000. There were approximately $209,000 in debt retirement costs associated with the disposition of one of these properties.

As a result of the foregoing, the Partnership’s net income decreased 43.3% to approximately $508,000 for the six months ended June 30, 2004, compared to approximately $895,000 for the six months ended June 30, 2003.

The Partnership announced second quarter distributions of approximately $1.6 million, of which approximately $1.4 million was distributed to certain limited partners on July 15, 2004 and the remainder of which will be distributed to limited partners electing to receive distributions on a monthly basis.

LIQUIDITY AND CAPITAL COMMITMENTS

In December 1996, the Partnership commenced its offering of up to 30,000 Units. The offering reached final funding in December 1998 with subscriptions for the entire 30,000 Units. Net proceeds after offering expenses were approximately $26.1 million.

In December 1998, the Partnership entered into a $6.4 million term note. The Partnership entered into an additional $3.3 million term note in March 1999. Proceeds from the notes were used to acquire additional properties. The notes have a ten-year term, are collateralized by certain properties subject to operating leases, and bear interest at rates of 8.13% and 8.5% per annum, respectively. In March 2004 the partnership defeased approximately $466,000 of this note payable with proceeds from the sale of a property.

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The Partnership purchased one net leased real estate property in October 2000 and assumed a $3.75 million term note in connection with the acquisition. The note has a ten-year term and bears interest at a rate of 8.35% per annum.

In November 2001, the Partnership entered into an additional $1.5 million term note for a 2-year term. In 2003, the note’s original term was extended by an additional 2 years. The note is collateralized by certain properties subject to operating leases and bears interest at a rate of prime plus 2% per annum. Proceeds from this note were used to repay approximately $700,000 of short-term borrowings and to provide working capital intended to be used to fund Unit repurchases and potential property acquisitions. In June 2004, the Partnership sold one of the two properties, subject to an operating lease, that secured the $1.5 million note. Using proceeds from the sale, the note was paid down to $874,000, and the maturity date was extended an additional two years. The note is secured by a certain property subject to an operating lease which has a carrying value of $1.5 million, and bears interest a rate of prime plus 2% per annum.

In April 2003, the Partnership entered into an $862,500 term note. The note has a 5-year term, is collaterized by a certain property subject to an operating lease which has a carrying value of $1.1 million, and bears an interest rate of 6.25%, per annum. In April 2003, the Partnership entered into a $57,500 unsecured revolving note. The note has a 2-year term and bears interest at a variable rate equivalent to the Wall Street Journal (WSJ) prime rate plus 1/2%. The interest rate is adjusted monthly for charges in the WSJ prime rate.

Debt issuance costs of $646,349 were incurred in connection with the issuance of the notes, and are being amortized over the life of the notes to interest expense using the straight-line method, which is not materially different than the interest rate method.

As of June 30, 2004, the Partnership had a portfolio of 19 properties located in 9 states, with a cost basis of $29.1 million, 6 performing equipment leases with an original investment of $1.5 million and one repossessed equipment package related to a defaulted equipment contract. The remaining net investment in the Partnership’s leased equipment is $192,000, net of $1.3 million of aggregate principal collections on financing leases during the life of those investments. Since inception, the Partnership has received approximately $6.9 million of aggregate principal collections on all of its financing lease investments (including both active and terminated leases). During the quarter ending June 30, 2004, the partnership terminated the operating leases on two properties for which rental payments had been delinquent for approximately 18 months. Further, the Partnership entered into a Settlement Agreement with the guarantors on these two leases. The Partnership is actively seeking to re-tenant these properties, and one additional property that was vacated in the fourth quarter of 2003. The General Partner does not believe impairment exists on any of the vacant properties.

The Partnership semi-annually considers written requests to repurchase Units pursuant to the terms of the repurchase plan set forth in the Partnership’s prospectus with respect to the Offering. Since 1999, 1,025 Units have been repurchased by the Partnership pursuant to the terms of the Repurchase Plan set forth in the Partnership’s December 23, 1996 prospectus with respect to the Offering. At June 30, 2004, the Partnership had 28,975 Units issued and outstanding. The Partnership expects to fund any future Unit repurchases, if any, out of working capital reserves and Net Sale or Refinancing Proceeds, but may also fund such repurchases out of Cash Flow. The Partnership is not obligated to accept Unit repurchase requests if the annualized Cash Flow for the three months prior to the redemption period is less than 10% per annum of the Adjusted Investment and/or if such repurchases would impair the capital of the Partnership.

The Partnership expects that only limited amounts of liquid assets will be required for existing properties since its property and equipment leases require tenants and lessees to pay all taxes and assessments, maintenance and repairs and insurance premiums, including casualty insurance, thereby minimizing the Partnership’s operating expenses and capital requirements. The General Partner expects that the cash flow to be generated by the Partnership’s properties and equipment will provide adequate liquidity and capital resources to pay operating expenses and provide distributions to Limited Partners.

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Disclosure of Contractual Obligations

	Payment due by period
			Less than		1-3		3-5		More than 5
Contractual Obligations	Total		1 year		years		years		years
Long-term Debt Obligation	$	13,773,573	$	411,005	$	3,595,231	$	9,032,897	$	734,440

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Credit risk relates to investment in leases and accounts receivable balances and results from the possibility that a lessee defaults on its contractual obligation to the Partnership. Both the ability of the lessees to pay rent on a timely basis and the amount of the rent (which is the Partnership’s principal source of income) are affected by general economic conditions. A default by a lessee or other premature termination of a lease agreement will interrupt rental payments and Partnership cash flows would be temporarily impacted. In such an instance, the General Partner expects that it would find a substitute lessee, however, there can be no assurances that the property or equipment could be leased on comparable or acceptable terms. The Partnership monitors this risk by performing ongoing credit evaluations of lessees and maintains allowances for potential credit losses.

The Partnership is exposed to interest rate risks, primarily as a result of its long-term fixed rate debt used to finance its investments. The Partnership’s approach to interest rate risk management is to limit the impact of interest rate changes on earnings and cash flows by matching investments with long-term fixed rate borrowings to the extent possible. A change in interest rates will not affect the interest expense associated with the fixed rate debt. Changes in the interest rate environment upon maturity of this fixed rate debt could have an effect on the Partnership’s future cash flows and earnings, depending on whether the debt is replaced with other fixed rate debt, variable rate debt, or equity or repaid by the sale of assets. Current Notes Payables mature in 2005 and in the years 2008 through 2010.

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ITEM 4. CONTROLS AND PROCEDURES

Mr. Beach, acting in his capacity as the principal executive officer of GP4 Asset Acquisition, is ultimately responsible for the disclosure controls and procedures of the Partnership. Disclosure controls and procedures are established and maintained by the Partnership to ensure the information required to be disclosed by the Partnership in the reports that it files or submits pursuant to the Securities Exchange Act of 1934, as amended (the “Act”), is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Mr. Beach has evaluated the effectiveness of the Partnership’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this report, and has determined that the Partnership’s disclosure controls and procedures effectively communicate the information required to be disclosed by the Partnership in the reports it files or submits under the Act in a manner that allows timely decisions regarding such disclosure.

There have been no significant changes in the Partnership’s internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date, including, but not limited to, any corrective actions with regard to significant deficiencies and material weaknesses.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.None

ITEM 2. CHANGES IN SECURITIES. USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES.

ISSUER PURCHASES OF EQUITY SECURITIES

							(d) Maximum
							Number (or
					(c) Total Number of		Approximate Dollar
					Units Purchased as		Value) of Units that
					Part of Publicly		May Yet Be
	(a) Total Number of		(b) Average Price		Announced Plan or		Purchased Under the
Period	Units Purchased		Paid Per Unit		Program		Plans or Programs
April 1 – 30, 2004		180	$	692.87		180	See note below
May 1 – 31, 2004		0		0		0
June 1 – 30, 2004		0		0		0
Total		180	$	692.87		180

Note: The purchases of Units detailed above were made pursuant to the terms of the Repurchase Plan set forth in the Partnership prospectus with respect to the Offering. In accordance with that Plan, a maximum of 2% of the outstanding Units can be repurchased in any year. For 2004, a maximum of 403 Units may yet be repurchased under the Plan, subject to the other terms and conditions thereof.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.None.

ITEM 5. OTHER INFORMATION.None

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) The following exhibits are included herein or incorporated by reference:

Number	Exhibit
4	Amended Agreement of Limited Partnership of Registrant. (Incorporated by reference to the corresponding exhibit in the Registrant’s Form 10-K for the year ended December 31, 1998)
10.1	Promissory Note dated November 28, 1998 between Registrant and National Realty Funding L.C. (Incorporated by reference to the corresponding exhibit in the Registrant’s Form 10-K for the year ended December 31, 1998)
10.2	Promissory Note dated March 31, 1999 between Registrant and National Realty Funding L.C. (Incorporated by reference to the corresponding exhibit in the Registrant’s Form 10-Q for the quarter ended March 31, 1999)
31	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K:

     There were no reports filed on Form 8-K for the quarter ended June 30, 2004.

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SIGNATURES

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.

By:	Captec Franchise Capital Partners L.P. IV
	GP4 Asset Acquisition, LLC
	Its Manager
By:	/s/ Patrick L. Beach
	Patrick L. Beach
	President
Date:	August 12, 2004

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EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
EX-31	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
EX-32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002