UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 2001
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 0-13402
Brauvin Real Estate Fund L.P. 4
(Name of small business issuer as specified in its
charter)
Delaware 36-3304339
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 North LaSalle Street, Chicago, Illinois 60602
(Address of principal executive offices) (Zip Code)
(312)759-7660
(Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
(Title of class)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the issuer was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
INDEX
PART I
Page
Item 1. Consolidated Financial Statements. . . . . . . . . . . . . . 3
Consolidated Statement of Net Assets in Liquidation
as of September 30, 2001 (Liquidation Basis) . . . . . . . . 4
Consolidated Statement of Changes in Net Assets
in Liquidation for the period January 1, 2001 to
September 30, 2001 (Liquidation Basis) . . . . . . . . . . . 5
Consolidated Statement of Changes in Net Assets
in Liquidation for the period January 1, 2000 to
September 30, 2000 (Liquidation Basis) . . . . . . . . . . . 6
Consolidated Statements of Operations for the
nine months ended September 30, 2001 and 2000
(Liquidation Basis). . . . . . . . . . . . . . . . . . . . . 7
Consolidated Statements of Operations for the
three months ended September 30, 2001 and 2000
(Liquidation Basis). . . . . . . . . . . . . . . . . . . . . 8
Notes to Consolidated Financial Statements . . . . . . . . 9
Item 2. Management's Discussion and Analysis or Plan
of Operation . . . . . . . . . . . . . . . . . . . . . . . .20
PART II
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . .28
Item 2. Changes in Securities. . . . . . . . . . . . . . . . . . . .28
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . . .28
Item 4. Submission of Matters to a Vote of Security
Holders. . . . . . . . . . . . . . . . . . . . . . . . . . .28
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . .28
Item 6. Exhibits, and Reports on Form 8-K. . . . . . . . . . . . . .28
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
PART I - FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
The following Consolidated Statement of Net Assets in Liquidation
as of September 30, 2001 (Liquidation Basis), Consolidated
Statement of Changes in Net Assets in Liquidation for the period
January 1, 2001 to September 30, 2001 (Liquidation Basis),
Consolidated Statement of Changes in Net Assets in Liquidation for
the period January 1, 2000 to September 30, 2000 (Liquidation
Basis), Consolidated Statements of Operations for the nine months
ended September 30, 2001 and 2000 (Liquidation Basis) and
Consolidated Statements of Operations for the three months ended
September 30, 2001 and 2000 (Liquidation Basis) for Brauvin Real
Estate Fund L.P. 4 (the "Partnership") are unaudited but reflect,
in the opinion of the management, all adjustments necessary to
present fairly the information required. All such adjustments are
of a normal recurring nature.
These financial statements should be read in conjunction with the
financial statements and notes thereto included in the
Partnership's 2000 Annual Report on Form 10-KSB.
CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION AS OF
SEPTEMBER 30, 2001 (LIQUIDATION BASIS)
(Unaudited)
ASSETS
Real estate held for sale (Note 2) $7,310,625
Investment in Sabal Palm
Joint Venture (Note 6) 58,599
Cash and cash equivalents 1,185,008
Tenant receivables 160,577
Other assets 40,013
Escrow deposits 2,708
Total Assets 8,757,530
LIABILITIES
Mortgage notes payable (Note 4) 4,973,157
Accounts payable and accrued expenses 413,293
Deferred gain on sale of real estate (Note 2) 445,812
Reserve for estimated costs during
the period of liquidation (Note 2) 189,875
Tenant security deposits 29,895
Due to affiliates 3,216
Total Liabilities 6,055,248
MINORITY INTEREST IN
STRAWBERRY FIELDS JOINT VENTURE 175,034
Net Assets in Liquidation $ 2,527,248
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN
LIQUIDATION FOR THE PERIOD
JANUARY 1, 2001 TO SEPTEMBER 30, 2001 (LIQUIDATION BASIS)
(Unaudited)
Net assets in liquidation at
January 1, 2001 $2,249,655
Income from operations 277,593
Net assets in liquidation at
September 30, 2001 $2,527,248
See accompanying notes to consolidated financial statements
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN
LIQUIDATION FOR THE PERIOD
JANUARY 1, 2000 TO SEPTEMBER 30, 2000 (LIQUIDATION BASIS)
(Unaudited)
Net assets in liquidation
at January 1, 2000 $2,110,441
Income from operations 348,774
Net assets in liquidation
at September 30, 2000 $2,459,215
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the nine months ended September 30, 2001 and 2000
(Liquidation Basis)
(Unaudited)
2001 2000
INCOME
Rental $1,195,239 $1,463,076
Interest 27,092 37,222
Other, primarily tenant
expense reimbursements 243,049 229,966
Total income 1,465,380 1,730,264
EXPENSES
Interest 570,155 669,240
Real estate taxes 202,987 205,427
Repairs and maintenance 265,679 44,472
Management fees (Note 5) 75,510 99,159
Other property operating 82,189 88,137
General and administrative 275,606 242,013
Total expenses 1,472,126 1,348,448
(Loss) income before
minority and equity
interests (6,746) 381,816
Minority interest's
share of Strawberry Fields
Joint Venture's net income (373,614) (77,488)
Equity interest in Sabal
Palm Joint Venture's
net (loss) income (62,342) 44,446
Net (loss) income before
gain on sale of property (442,702) 348,774
Gain on sale of property 720,295 --
Net income $ 277,593 $ 348,774
Net income allocated
to the General Partners $ 2,776 $ 3,488
Net income allocated
to the Limited Partners $ 274,817 $ 345,286
Net income per
Limited Partnership
Interest (9,550 units
outstanding) $ 28.78 $ 36.16
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended September 30, 2001 and 2000
(Liquidation Basis)
(Unaudited)
2001 2000
INCOME
Rental $ 278,613 $482,459
Interest 8,018 13,375
Other, primarily tenant
expense reimbursements 75,099 75,852
Total income 361,730 571,686
EXPENSES
Interest 140,875 221,184
Real estate taxes 63,922 74,805
Repairs and maintenance 234,364 8,434
Management fees (Note 5) 18,730 32,220
Other property operating 21,155 32,137
General and administrative 88,587 82,602
Total expenses 567,633 451,382
(Loss) income before
minority and equity
interests (205,903) 120,304
Minority interest's
share of Strawberry Fields
Joint Venture's net income (312,558) (26,317)
Equity interest in Sabal
Palm Joint Venture's
net (loss) income (64,361) 6,856
Net (loss) income before
gain on sale of property (582,822) 100,843
Gain on sale of property 720,295 --
Net income $ 137,473 $100,843
Net income allocated
to the General Partners $ 1,375 $ 1,008
Net income allocated
to the Limited Partners $ 136,098 $ 99,835
Net income per
Limited Partnership
Interest (9,550 units
outstanding) $ 14.25 $ 10.45
See accompanying notes to consolidated financial statements.
BRAUVIN REAL ESTATE FUND L.P. 4
(a Delaware limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Brauvin Real Estate Fund L.P. 4 (the "Partnership") is a Delaware
limited partnership organized for the purpose of acquiring,
operating, holding for investment and disposing of existing office
buildings, medical office centers, shopping centers and industrial
and retail commercial buildings of a general purpose nature, all in
metropolitan areas. The General Partners of the Partnership are
Brauvin Ventures, Inc. and Jerome J. Brault. Mr. Cezar M. Froelich
resigned as a director of the corporate general partner in December
1994, and resigned as an Individual General Partner effective 90
days from August 14, 1997. Brauvin Ventures, Inc. is owned by
A.G.E. Realty Corporation Inc.(50%), and by Messrs. Brault
(beneficially) (25%) and Froelich (25%). A. G. Edwards & Sons,
Inc. and Brauvin Securities, Inc., affiliates of the General
Partners, were the selling agents of the Partnership. The
Partnership is managed by an affiliate of the General Partners.
The Partnership was formed on April 30, 1984 and filed a
Registration Statement on Form S-11 with the Securities and
Exchange Commission which became effective on February 16, 1984.
The sale of the minimum of $1,200,000 of limited partnership
interests of the Partnership (the "Units") necessary for the
Partnership to commence operations was achieved on April 30, 1984.
The Partnership's offering closed on December 31, 1984. A total of
$9,550,000 of Units were subscribed for and issued between February
16, 1984 and December 31, 1984 pursuant to the Partnership's
public offering.
The Partnership has acquired directly or through joint ventures
the land and buildings underlying Fortune Professional Building,
Raleigh Springs Marketplace, Strawberry Fields Shopping Center
(which was sold in July, 2001) and Sabal Palm Shopping Center.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Management's Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
Basis of Presentation
As a result of the July 12, 1999 authorization by a majority of
the Limited Partners to sell the Partnership's properties, the
Partnership has begun the liquidation process and, in accordance
with accounting principles generally accepted in the United States
of America, the Partnership's financial statements for periods
subsequent to July 12, 1999 have been prepared on a liquidation
basis. Accordingly, the carrying value of the assets is presented
at net realizable amounts and all liabilities are presented at
estimated settlement amounts, including estimated costs associated
with carrying out the liquidation. Preparation of the financial
statements on a liquidation basis requires significant assumptions
by management, including the estimate of liquidation costs and the
resolution of any contingent liabilities. There may be differences
between the assumptions and the actual results because events and
circumstances frequently do not occur as expected. Those
differences, if any, could result in a change in the net assets
recorded in the statement of net assets as of September 30, 2001.
Accounting Method
The accompanying consolidated financial statements have been
prepared using the accrual method of accounting.
Federal Income Taxes
Under the provisions of the Internal Revenue Code, the
Partnership's income and losses are reportable by the partners on
their respective income tax returns. Accordingly, no provision is
made for Federal income taxes in the financial statements.
Consolidation of Joint Venture Partnership
The Partnership owns a 58% equity interest in an affiliated joint
venture ("Strawberry Joint Venture") which acquired Strawberry
Fields Shopping Center ("Strawberry Fields"). The accompanying
consolidated financial statements have consolidated 100% of the
assets, liabilities, operations and partners' capital of
Strawberry Joint Venture. The minority interest in the
consolidated joint venture is adjusted for the joint venture
partner's share of income or loss and any cash contributions or
cash disbursements from the joint venture partner, Brauvin Real
Estate Fund L.P. 5 ("BREF 5"). All intercompany items and
transactions have been eliminated.
Investment in Joint Venture Partnership
The Partnership owns a 47% equity interest in Sabal Palm Joint
Venture (see Note 6). Sabal Palm is reported as an investment in
an affiliated joint venture. The accompanying financial statements
include the investment in Sabal Palm Joint Venture at estimated net
realizable value using the equity method of accounting.
Investment in Real Estate
Prior to the preparation of the financial statements on a
liquidation basis, the operating properties acquired by the
Partnership were stated at cost including acquisition costs,
leasing commissions, tenant improvements and net of impairment.
Depreciation and amortization were recorded on a straight-line
basis over the estimated economic lives of the properties, which
approximate 38 years, and the term of the applicable leases,
respectively. All of the Partnership's properties are subject to
liens under first mortgages (see Note 4).
Prior to the adoption of the liquidation basis of accounting, the
Partnership recorded impairments to reduce the cost basis of real
estate to its estimated fair value when the real estate is judged
to have suffered an impairment that is other than temporary. The
Partnership has performed an analysis of its long-lived assets, and
the Partnership's management determined that there were no events
or changes in circumstances that indicated that the carrying amount
of the assets may not have been recoverable at September 30, 2001,
except as disclosed below.
In the second and fourth quarters of 1999, the Partnership
recorded an impairment of $1,564,101 and $504,935, respectively,
related to an other than temporary decline in the value of real
estate for Strawberry Fields. These impairments have been
allocated to land and building based on the original acquisition
percentages.
Subsequent to the adoption of the liquidation basis of accounting
(see Note 2), the Partnership adjusted its investments in real
estate to estimated net realizable value, which is recorded as real
estate held for sale. Additionally, the Partnership suspended
recording any further depreciation expense.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid debt
instruments with an original maturity within three months from date
of purchase.
Estimated Fair Value of Financial Instruments
Disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of Statement of
Financial Accounting Standards No. 107, "Disclosures About Fair
Value of Financial Instruments". The estimated fair value amounts
have been determined by using available market information and
appropriate valuation methodologies. However, considerable
judgement is necessarily required in interpreting market data to
develop estimates of fair value.
The fair value estimates presented herein are based on
information available to management as of September 30, 2001, but
may not necessarily be indicative of the amounts that the
Partnership could realize in a current market exchange. The use of
different assumptions and/or estimation methodologies may have a
material effect on the estimated fair value amounts.
In connection with the adoption of the liquidation basis of
accounting, which approximates their fair value at September 30,
2001, assets were adjusted to net realizable value, and
liabilities were adjusted to estimated settlement amounts.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133"), which requires that all derivatives be recognized as
assets and liabilities in the balance sheet and be measured at fair
value. SFAS 133 also requires changes in fair value of derivatives
to be recorded each period in current earnings or comprehensive
income depending on the intended use of the derivatives. In June,
2000, the FASB issued SFAS 138, which amends the accounting and
reporting standards of SFAS 133 for certain derivatives and certain
hedging activities. SFAS 133 and SFAS 138 were adopted by the
Partnership effective January 1, 2001. The adoption of SFAS 133
and SFAS 138 did not have an impact on the financial position,
results of operations and cash flows of the Partnership.
In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, "Business Combinations" ("SFAS 141"). SFAS 141
requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interests method. In July 2001, the FASB issued
Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" ("SFAS 142"), which is effective January
1, 2002. SFAS 142 requires, among other things, the discontinuance
of goodwill amortization. In addition, the standard includes
provisions for the reclassification of certain existing recognized
intangibles as goodwill, reassessment of the useful lives of
existing recognized intangibles, reclassification of certain
intangibles out of previously reported goodwill and the
identification of reporting units for purposes of assessing
potential future impairments of goodwill. The Partnership does not
believe that the adoption of SFAS 141 and SFAS 142 will have a
significant impact on its financial statements.
(2) ADJUSTMENT TO LIQUIDATION BASIS
On July 12, 1999, in accordance with the liquidation basis of
accounting, assets were adjusted to estimated net realizable value
and liabilities were adjusted to estimated settlement amounts,
including estimated costs associated with carrying out the
liquidation.
As of March 31, 2000, the Partnership adjusted its investment in
real estate to an offer that was presented for the sale of
Strawberry Fields. The effect of this adjustment was a reduction
in the real estate held for sale of $78,000, and a reduction in the
deferred gain on the sale of real estate of $78,000.
As of June 30, 2000, the Partnership adjusted its investment in
real estate to an offer that was presented for the sale of Raleigh
Springs. The effects of this adjustment were reductions in the
real estate held for sale and the deferred gain on the sale of real
estate of $292,500.
As of June 30, 2001, the Partnership adjusted its investment in
real estate to a subsequent offer that was presented for the sale
of Raleigh Springs. The effects of this adjustment was an
increase in the real estate held for sale and an increase in
deferred gain of $429,000.
As of June 30, 2001, the Partnership adjusted its investment in
real estate to a subsequent offer that was presented for the sale of
Strawberry Fields. The effects of this adjustment was an increase
in the real estate held for sale and an increase in deferred gain
of $229,125.
In July, 2001, the Partnership sold Strawberry Fields, resulting
in an adjustment to real estate held for sale. Real estate held
for sale was decreased by $5,426,875, deferred gain on sale was
decreased by $758,235 and a gain on sale of property of $720,295
was recorded as a result of the sale.
(3) PARTNERSHIP AGREEMENT
The Partnership Agreement (the "Agreement") provides that 99% of
the net profits and losses from operations of the Partnership for
each fiscal year shall be allocated to the Limited Partners and 1%
of net profits and losses from operations shall be allocated to the
General Partners. The net profit of the Partnership from the sale
or other disposition of a Partnership property shall be allocated
as follows: first, there shall be allocated to the General
Partners the greater of: (i) 1% of such net profits; or (ii) the
amount distributable to the General Partners as Net Sale Proceeds
from such sale or other disposition in accordance with paragraph 2,
SECTION K of the Agreement; and second, all remaining profits shall
be allocated to the Limited Partners. The net loss of the
Partnership from any sale or other disposition of a Partnership
property shall be allocated as follows: 99% of such net loss shall
be allocated to the Limited Partners and 1% of such net loss shall
be allocated to the General Partners.
The Agreement provides that distributions of Operating Cash Flow,
as defined in the Agreement, shall be distributed 99% to the
Limited Partners and 1% to the General Partners. The receipt by
the General Partners of such 1% of Operating Cash Flow shall be
subordinated to the receipt by the Limited Partners of Operating
Cash Flow equal to a 10% per annum, cumulative, non-compounded
return on Adjusted Investment (the "Preferential Distribution"), as
such term is defined in the Agreement. In the event the full
Preferential Distribution is not made in any year (herein referred
to as a "Preferential Distribution Deficiency") and Operating Cash
Flow is available in following years in excess of the Preferential
Distribution for said year, then the Limited Partners shall be paid
such excess Operating Cash Flow until they have been paid any
unpaid Preferential Distribution Deficiency from prior years. Net
Sale Proceeds, as defined in the Agreement, received by the
Partnership shall be distributed as follows: (a) first, to the
Limited Partners until such time as the Limited Partners have been
paid an amount equal to the amount of their Adjusted Investment;
(b) second, to the Limited Partners until such time as the Limited
Partners have been paid an amount equal to any unpaid Preferential
Distribution Deficiency; and (c) third, 85% of any remaining Net
Sale Proceeds to the Limited Partners, and the remaining 15% of the
Net Sale Proceeds to the General Partners.
At September 30, 2001, the Preferential Distribution Deficiency
equaled $14,217,565.
(4) MORTGAGE NOTES PAYABLE
Mortgage notes payable at September 30, 2001 consist of the
following:
Interest Date
2001 Rate Due
Raleigh Springs
Marketplace $ 4,487,743 (a)10% 04/02
Fortune Professional
Building 485,414 (b)6% 06/02
$ 4,973,157
Raleigh Springs Marketplace and Fortune Office Building serve
as collateral under the respective nonrecourse debt obligations.
(a) Monthly principal and interest payments are based on a 25-
year amortization schedule.
In the first quarter of 2001, the mortgage holder agreed to
extend the maturity of the mortgage until April 1, 2002.
The carrying value of Raleigh Springs Marketplace at September
30, 2001 was approximately $6,008,000.
(b) Prior to June 26, 1997, the Partnership made monthly payments
of interest and principal payments based upon a: (i) 25-year
amortization schedule plus 100% of Available Cash Flow from July 1,
1992 through June 1, 1993; and (ii) 15-year amortization schedule
plus 50% of Available Cash Flow from July 1, 1993 through July 1,
1997.
The lender had the option to accelerate the loan maturity July
1 of each year, if the property was not: (i) in good condition and
repair; (ii) occupied at a rate that is equal to the prevailing
occupancy rate for similar properties in the same locale; and (iii)
leased at rental rates which are at least 90% of the prevailing
rate for similar properties in the same locale. The Partnership
was required to make a balloon mortgage payment in July 1997 of
approximately $934,000.
On June 26, 1997, the Partnership obtained a first mortgage loan
in the amount of $875,000 secured by Fortune, from American
National Bank and Trust Company (the "Replacement Loan"). In
connection with the funding of the Replacement Loan, the
Partnership was required to reduce the principal balance of the
original loan by approximately $59,000, out of cash and cash
equivalents, to release the original mortgage loan and pay loan
fees of approximately $33,000. The Replacement Loan has a floating
interest rate based on American National Bank's prime rate, which
at September 30, 2001 was 6%. Principal is being amortized based
on a 15-year amortization period and is payable with interest on a
monthly basis. As of December 31, 2000, the Partnership was in
violation of its annual debt service coverage ratio. Subsequent to
the year end, the Partnership received a waiver of this covenant
violation from the mortgage lender for the period ended December
31, 2000.
The carrying value of Fortune at September 30, 2001 was
approximately $1,303,000.
Effective June 30, 2001, the lender agreed to extend the maturity
to June 30, 2002.
The Partnership is required to make balloon mortgage payments for
Raleigh Springs Marketplace in the amount of approximately
$4,420,000 on April 1, 2002 and for Fortune Office Building in the
amount of approximately $453,000 on July 1, 2002.
(5) TRANSACTIONS WITH AFFILIATES
Fees and other expenses paid or payable to the General Partners
or their affiliates for the nine months ended September 30, 2001
and 2000 were as follows:
2001 2000
Management fees $71,810 $93,878
Reimbursable office expenses 93,218 98,865
The Partnership believes the amounts paid to affiliates are
representative of amounts which would have been paid to independent
parties for similar services. The Partnership had made all
payments to affiliates except for $3,216 for management fees, as of
September 30, 2001.
(6) EQUITY INVESTMENT
The Partnership owns a 47% interest in Sabal Palm Joint Venture
("Sabal Palm") and accounts for its investment under the equity
method. The following are condensed financial statements for Sabal
Palm:
Liquidation Basis
September 30,
2001
Real estate held for sale $3,035,883
Other assets 260,777
3,296,660
Mortgage note payable $3,035,883
Other liabilities 132,424
3,168,307
Net assets in liquidation $ 128,353
For the nine months ended
(Liquidation Basis)
September 30, September 30,
2001 2000
Rental income $ 365,035 $421,153
Other income 33,807 43,595
398,842 464,748
Mortgage and
other interest 206,562 210,177
Operating and
administrative expenses 210,554 160,006
417,116 370,183
(Loss) income before
adjustment to liquidation (18,274) 94,565
Adjustment to liquidation
basis (114,367) --
Net (loss) income $(132,642) $ 94,565
The Sabal Palm first mortgage loan bears interest at the rate of
8.93% per annum, is amortized over a 25-year period, requires
monthly payments of principal and interest of approximately $26,700
and matures on March 26, 2002. A portion of the proceeds of the
First Mortgage Loan, approximately $3,077,000, was used to retire
Sabal Palm's existing mortgage from Lincoln National Pension
Insurance Company.
In the second quarter of 1998, Winn-Dixie vacated its space at
the center. Winn-Dixie remains liable for rental payments under
its lease at Sabal Palm until April 2005. Winn-Dixie failed to
timely pay its rental obligation for November and is currently in
default.
On August 7, 2000 Sabal Palm was given official notice that
Walgreens will vacate the space prior to their lease termination of
April 30, 2025. The General Partners are considering potential
lease buyout and potential releasing strategies for these tenants.
In the fourth quarter of 1998, Sabal Palm recorded an impairment
of $1,499,958 related to an other than temporary decline in the
value of real estate for the Sabal Palm property. This impairment
was allocated to the land and building based on the original
acquisition percentages.
The Partnership has approached the lender regarding allowing
Winn-Dixie to buy out their lease and a potential extension of the
loan maturity. In the third quarter the Partnership received
notification that the lender would not agree to the Partnership's
request. As a result of the lender rejecting the Partnerships
request and Winn-Dixie's current lease default, in the third
quarter of 2001, Sabal Palm recorded an adjustment to liquidation
basis of $114,367 related to an other than temporary decline in the
value of real estate for Sabal Palm.
ITEM 2. Management's Discussion and Analysis or Plan of
Operation.
General
Certain statements in this Quarterly Report that are not
historical fact constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Without limiting the foregoing, words such as "anticipates,"
"expects," "intends," "plans" and similar expressions are intended
to identify forward-looking statements. These statements are
subject to a number of risks and uncertainties. Actual results
could differ materially from those projected in the forward-looking
statements. The Partnership undertakes no obligation to update
these forward-looking statements to reflect future events or
circumstances.
Liquidity and Capital Resources
The Partnership intends to satisfy its short-term liquidity needs
through cash flow from the properties. Long-term liquidity needs
are expected to be satisfied through property sales.
On June 20, 2001, the General Partners received an unsolicited
tender offer to purchase up to 4,770 of the outstanding Limited
Partnership Units of the Partnership for $100 per Unit. The offer
was made by a group that currently beneficially owns the economic
interests with respect to approximately 18.95% of the outstanding
Units. The offer period expired on August 17, 2001. Subsequent to
August 17, 2001 the tender offer was increased to $120 per unit and
the term was extended to October 1, 2001. The General Partners
remained neutral as to the particular merits and risks associated
with this tender offer to the Limited Partners. As of October 1,
2001, 461 units were transferred as a result of this tender offer.
Upon completion of the Offer, the Purchasers held an aggregate of
approximately 2,270.75 Units, or approximately 24% of the total
outstanding Units.
The General Partners further informed the Limited Partners that,
for those investors who are primarily interested in liquidating
their Units immediately, the tender offer provided such an
opportunity.
The General Partners have determined to pursue the disposition
of the Partnership's assets. In 1999, the Partnership solicited
and received the votes of the Limited Partners to approve a sale of
all the Partnership's properties, either on an individual or group
basis, and to subsequently liquidate the Partnership. The
solicitation, which was approved by the Limited Partners in the
third quarter of 1999, stated that the Partnership's properties may
be sold individually or in any combination provided that the total
sales price for the properties included in the transaction equals
or exceeds 70% of the aggregate appraised value for such
properties, which valuation was conducted by an independent third
party appraisal firm.
The Partnership intends to sell the properties under a closed bid
process which will include identification of target buyers with
proven financing ability and performance of certain evaluations of
the properties, such as environmental testing. Potential buyers
will be requested to sign confidentiality agreements to safeguard
the Partnership's confidential proprietary information. The
General Partners have determined that each bid must be all cash,
completely unconditional and accompanied by a substantial deposit.
To date, over 250 potential purchasers have been contacted
regarding the sale of the properties. Of those contacted,
approximately 120 potential buyers have registered to receive
packages on one or more of the assets. In addition, the properties
are listed on the Internet at Loopnet.com, the largest commercial
real estate website in the nation.
Fortune was required to make a balloon mortgage payment in July
1997 of approximately $934,000. On June 26, 1997, the Partnership
obtained the Replacement Loan in the amount of $875,000 secured by
Fortune, from American National Bank and Trust Company. In
connection with the funding of the Replacement Loan, the
Partnership was required to reduce the outstanding principal
balance of the original mortgage loan by approximately $59,000, out
of cash and cash equivalents, to release the original mortgage loan
and pay loan fees of approximately $33,000. The Replacement Loan
has a floating interest rate based on American National Bank's
prime rate, which at September 30, 2001 was 6%. Principal is being
amortized based on a 15-year amortization period and is payable
with interest on a monthly basis. The Replacement Loan has been
extended through June 30, 2002. The occupancy level at Fortune at
September 30, 2001 was 67%, compared to 56% at December 31, 2000
and 59% at September 30, 2000. In the third quarter of 2001, the
Partnership changed the on-site leasing and management
representative in order to improve the property's occupancy. In
addition, the Partnership has replaced the local representative
marketing the property for sale.
Raleigh Springs has continued to generate a positive cash flow
despite losing T.J. Maxx, an anchor tenant, which occupied 21% of
the total space. In November 1996, Methodist Hospital entered into
a lease for approximately 9,500 square feet. The remaining space
was leased to a carpet supplier. This tenant moved to a smaller
space in the first quarter of 2001 and, due to nonpayment of rent,
has been evicted. The occupancy rate at Raleigh at September 30,
2001 was 71%, compared to 82% at December 31, 2000 and 93% at
September 30, 2000. However, during the second quarter of 2001,
the Partnership executed a letter of intent with a national grocery
chain for space representing approximately 12% of the center.
Subsequent to September 30, 2001, this space was successfully
leased.
In November 1992, the Partnership negotiated a modification of
the terms of the mortgage on Raleigh Springs with the lender (the
"Modified Loan"). In October 1992, the interest rate was reduced
from 12.75% to 10.00%. Since November 1992 and through September
1999, principal and interest payments were based on a 25-year
amortization schedule. The Modified Loan capitalized the August,
September and October 1992 mortgage payments. The Partnership
negotiated an extension of the terms of the mortgage on August 26,
1999 and August 30, 2000. The mortgage has been extended through
April 1, 2002. The Partnership is current on its mortgage payments
for the Raleigh Springs loan.
In 2000, the Partnership received three offers for the Raleigh
property. The offers ranged from $5.625 million to $6.2 million.
The Partnership successfully negotiated an increase in the highest
offer to $6.5 million and subsequently accepted this offer. The
Partnership executed the contract for sale. The buyer had a 45 day
due diligence period during which it could formally accept or
reject the sale. Late in the third quarter the Partnership
received notice that the potential purchaser terminated the
contract. After extensive negotiation, the contract was reinstated
at $5,835,000. However, the potential purchaser again rejected the
contract in March, 2001. It is likely the Partnership will
commence legal action against the potential purchaser to seek
collection of certain earnest money related to the contract. The
Partnership has received an offer for the property for $6.2 million
from a third party. However, the party has not pursued its initial
offer.
In 2001, the Strawberry Joint Venture received an offer to
purchase Strawberry Fields for $5.585 million. In addition, Syms
exercised its right of first refusal on the sale of the property.
Accordingly, the Strawberry Joint Venture executed a purchase and
sale agreement with Syms for $5.585 million in the second quarter
of 2001.
On July 20, 2001, Strawberry Fields was sold to Syms for the
contract price. At closing Strawberry Joint Venture received net
sales proceeds of approximately $299,000.
Sabal Palm was required to make a balloon mortgage payment in
February 1997. Prior to the scheduled maturity of the First
Mortgage Loan, the lender granted Sabal Palm an extension until
April 1, 1997. On June 30, 1997, Sabal Palm obtained a first
mortgage loan in the amount of $3,200,000 (the "First Mortgage
Loan") secured by its real estate, from NationsBanc Mortgage
Capital Corporation. The First Mortgage Loan bears interest at the
rate of 8.93% per annum, is amortized over a 25-year period,
requires monthly payments of principal and interest of
approximately $26,700 and matures on March 26, 2002. A portion of
the proceeds of the First Mortgage Loan, approximately $3,077,000
was used to retire Sabal Palm's existing mortgage from Lincoln
National Pension Insurance Company.
In the second quarter of 1998, Winn-Dixie vacated its space at
the center. Winn-Dixie remains liable for rental payments under
its lease at Sabal Palm until April 2005. Winn-Dixie failed to
timely pay its rental obligation for November and is currently in
default.
In the fourth quarter of 1998, Sabal Palm recorded an impairment
of $1,499,958 related to an other than temporary decline in the
value of real estate for Sabal Palm. This impairment has been
allocated to the land and building based on the original
acquisition percentages.
On August 7, 2000 Sabal Palm was given official notice that
Walgreens will vacate the space prior to their lease termination of
April 30, 2025. The General Partners are considering potential
lease buyout and potential releasing strategies for these tenants.
In total, Sabal Palm has received six offers on the property
ranging in price from $2.5 million to $3.4 million. After
negotiation Sabal Palm accepted the highest offer and completed
negotiating the sale contract in June 2000. The buyer had a 60 day
due diligence period. The buyer terminated the contract within the
due diligence period.
In September 2000, Sabal Palm completed negotiating a new
contract for the sale of the property. The new sale price was
$3,360,000. The $3.36 million proposed sales price exceeded the
November, 1998 appraised value of $3.25 million. The potential
purchaser had a 60 day due diligence period. This buyer also
terminated the contract within the due diligence period.
As a result of the two dark, (but paying rent), anchor spaces
representing more than 55,000 square feet of space, or 62% of the
property, this center has proved very difficult to sell. The
Partnership is continuing to market this property for sale. In
addition, the Partnership is reviewing a number of potential
possibilities to have Winn-Dixie "buy out" their remaining lease
obligation at a discount and to use the proceeds to split its space
into smaller more leaseable units in an effort to sublease either
or both of the dark anchors. In addition, the Partnership has
approached the lender regarding allowing Winn-Dixie to buy out
their lease and a potential extension of the loan maturity. In the
third quarter the Partnership received notification that the lender
would not agree to the Partnership's request. As a result of the
lender rejecting the Partnerships request and Winn-Dixie's current
lease default, in the third quarter of 2001, Sabal Palm recorded an
adjustment to liquidation basis of $114,367 related to an other
than temporary decline in the value of real estate for Sabal Palm.
As a result of the July 1999 authorization by a majority of the
Limited Partners to sell the Partnership's properties, the
Partnership has begun the liquidation process and, in accordance
with accounting principles generally accepted in the United States
of America, the Partnership's financial statements for periods
subsequent to July 12, 1999 have been prepared on a liquidation
basis. Accordingly, the carrying value of the assets is presented
at net realizable amounts and all liabilities are presented at
estimated settlement amounts, including estimated costs associated
with carrying out the liquidation. Preparation of the financial
statements on a liquidation basis requires significant assumptions
by management, including the estimate of liquidation costs and the
resolution of any contingent liabilities. There may be differences
between the assumptions and the actual results because events and
circumstances frequently do not occur as expected. Those
differences, if any, could result in a change in the net assets
recorded in the statement of net assets as of September 30, 2001.
The General Partners expect to distribute proceeds from operating
cash flow, if any, and from the sale of real estate to Limited
Partners in a manner that is consistent with the investment
objectives of the Partnership. Management of the Partnership
believes that cash needs may arise from time to time which will
have the effect of reducing distributions to Limited Partners to
amounts less than would be available from refinancing or sale
proceeds. These cash needs include, among other things,
maintenance of working capital reserves in compliance with the
Agreement as well as payments for major repairs, tenant
improvements and leasing commissions in support of real estate
operations.
Results of Operations
The Partnership's revenue and expenses are affected primarily by
the operations of the properties. Property operations, and in
particular the components of income, demand for space and rental
rates are, to a large extent, determined by local and national
market conditions.
These conditions have generally adversely impacted the
Partnership's property economics.
The General Partners conduct an in-depth assessment of each
property's physical condition as well as a demographic analysis to
assess opportunities for increasing occupancy and rental rates and
decreasing operating costs. In all instances, decisions concerning
restructuring of loan terms, reversions and subsequent operation of
the property are made with the intent of maximizing the potential
proceeds to the Partnership and, therefore, return of investment
and income to Limited Partners.
In certain instances and under limited circumstances, management
of the Partnership entered into negotiations with lenders for the
purpose of restructuring the terms of loans to provide for debt
service levels that could be supported by operations of the
properties. When negotiations are unsuccessful, management of the
Partnership considers the possibility of reverting the properties
to the first mortgage lender. Foreclosure proceedings may require
6 to 24 months to conclude.
An affiliate of the Partnership and the General Partners is
assigned responsibility for day-to-day management of the
properties. The affiliate receives a combined management and
leasing fee which cannot exceed 6% of gross revenues generated by
the properties. Management fee rates are determined by the extent
of services provided by the affiliate versus services that may be
provided by third parties, i.e., independent leasing agents. In
all instances, fees paid by the Partnership to the property
management affiliate are, in the General Partners' opinion,
comparable to fees that would be paid to independent third parties.
Results of Operations - Nine months ended September 30, 2001 and
2000 (Liquidation Basis)
As a result of the Partnership's adoption of the liquidation
basis of accounting, and in accordance with accounting principles
generally accepted in the United States of America, the
Partnership's financial statements for periods subsequent to July
12, 1999 have been prepared on a liquidation basis.
The Partnership generated net income of $278,000 for the
period ended September 30, 2001 as compared to net income of
$349,000 for the same period in 2000. The $71,000 decrease in net
income is primarily a result of a decrease in the Partnership's
share of the net income from Sabal Palm of $107,000, an increase in
minority interest share of Strawberry Fields net loss of $296,000,
a decrease in total income of $265,000 an increase in total
expenses of $124,000, and an increase in the gain on the sale of
property of $720,000.
Total income for the period ended September 30, 2001 was
$1,465,000 as compared to $1,730,000 for the same period in 2000.
The $265,000 decrease in total income was primarily a result of a
$268,000 decrease in rental income, a $10,000 decrease in interest
income offset by a $13,000 increase in other income. The decrease
in rental income was the result of a decrease in rental income at
Raleigh Springs of $68,000, a decrease in rental income at Fortune
of $40,000 and a decrease in rental income at Strawberry Fields of
$160,000. The decrease in rental income at Raleigh is a result of
a decline in occupancy from 93% at September 30, 2000 to 75% at
September 30, 2001. The decrease in rental income at Fortune is due
to a decrease in tenant billings in 2001 when compared to 2000. For
the nine months ended September 30 ,2000 delinquent tenants at
Fortune were billed, however, these billings were ultimately
written off to bad debt expense in 2000 when deemed uncollectible.
The decrease in rental income at Strawberry Fields is due to the
sale of Strawberry on July 20, 2001. The decrease in interest
income is the result of lower interest rates.
Total expenses for the period ended September 30, 2001 were
$1,472,000 as compared to $1,348,000 for the same period in 2000.
The $124,000 increase in total expense was due to an increase in
repairs and maintenance of $221,000 and general and administration
expense of $34,000, offset by a decrease in interest expense of
$99,000, a decrease in management fees of $24,000, a decrease in
operating expense of $6,000 and a decrease in real estate tax of
$2,000. Repairs and maintenance increased primarily as a result of
an increase in repairs and maintenance at Raleigh of $220,000. The
$220,000 included a new roof and repairs to the parking lot.
General and administration increased primarily as a result of an
increase in insurance expense of $9,000 and an increase in bad debt
expense of $39,000. Interest expense decreased primarily as a
result of the repayment of the Strawberry mortgage in July, 2001.
Results of Operations - Three months ended September 30, 2001 and
2000 (Liquidation Basis)
The Partnership generated net income of $137,000 for the period
ended September 30, 2001 as compared to a net income of $101,000
for the same period in 2000. The $36,000 increase in net income is
primarily a result of a decrease in the Partnership's share of the
net income from Sabal Palm of $71,000, an increase in minority
interest share of Strawberry net loss of $286,000, an decrease in
total income of $210,000, an increase in total expense of $116,000,
and an increase in gain on sale of property of $720,000.
Total income for the period ended September 30, 2001 was $362,000
as compared to $572,000 for the same period in 2000. The $210,000
decrease in total income was primarily a result of a a $204,000
decrease in rental income, a $5,000 decrease in interest income and
a $1,000 decrease in other income. The $204,000 decrease in rental
income is primarily the result of a decline in average occupancy
at Raleigh. Additionally, rental income decreased at Fortune due
to a decrease in tenant billings in 2001 when compared to 2000.
Interest income decreased due to lower interest rates.
Total expenses for the period ended September 30, 2001 were
$567,000 as compared to $451,000 for the same period in 2000. The
$116,000 increase in total expense was due to an increase in
repairs and maintenance of $226,000, an increase in general and
administrative expense of $6,000 offset by a decrease in interest
expense of $80,000, a decrease in real estate tax of $11,000, a
decrease in management fees of $13,000, and a decrease in operating
expense of $10,000. Repairs and maintenance increased primarily
as a result of an increase in repairs and maintenance at Raleigh of
$220,000. The $220,000 included a new roof and repairs to the
parking lot. General and administration increased primarily as a
result of an increase in insurance expense and an increase in bad
debt expense. Interest expense decreased primarily as a result of
the repayment of the Strawberry mortgage in July, 2001. Management
fees decreased due to the overall decrease in rental receipts.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
None.
ITEM 2. Changes in Securities.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission of Matters to a Vote of Security
Holders.
None.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports On Form 8-K.
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BY: Brauvin Ventures, Inc.
Corporate General Partner of
Brauvin Real Estate Fund L.P. 4
BY: /s/ Jerome J. Brault
Jerome J. Brault
Chairman of the Board of
Directors and President
DATE: November 20, 2001
BY: /s/ Thomas E. Murphy
Thomas E. Murphy
Chief Financial Officer and
Treasurer
DATE: November 20, 2001