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 June 30, 2002
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 June 30, 2002 (Liquidation Basis). . . . . . . . . . . 4
Consolidated Statement of Changes in Net Assets
in Liquidation for the period January 1, 2002 to
June 30, 2002 (Liquidation Basis). . . . . . . . . . . . . . 5
Consolidated Statement of Changes in Net Assets
in Liquidation for the period January 1, 2001 to
June 30, 2001 (Liquidation Basis). . . . . . . . . . . . . . 6
Consolidated Statements of Operations for the
six months ended June 30, 2002 and 2001
(Liquidation Basis). . . . . . . . . . . . . . . . . . . . . 7
Consolidated Statements of Operations for the
three months ended June 30, 2002 and 2001
(Liquidation Basis). . . . . . . . . . . . . . . . . . . . . 8
Notes to Consolidated Financial Statements . . . . . . . . 9
Item 2. Management's Discussion and Analysis or Plan
of Operation . . . . . . . . . . . . . . . . . . . . . . . .22
PART II
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . .31
Item 2. Changes in Securities. . . . . . . . . . . . . . . . . . . .31
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . . .31
Item 4. Submission of Matters to a Vote of Security
Holders. . . . . . . . . . . . . . . . . . . . . . . . . . .31
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . .31
Item 6. Exhibits, and Reports on Form 8-K. . . . . . . . . . . . . .31
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
PART I - FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
The following Consolidated Statement of Net Assets in Liquidation
as of June 30, 2002 (Liquidation Basis), Consolidated Statement of
Changes in Net Assets in Liquidation for the period January 1, 2002
to June 30, 2002 (Liquidation Basis), Consolidated Statement of
Changes in Net Assets in Liquidation for the period January 1, 2001
to June 30, 2001 (Liquidation Basis), Consolidated Statements of
Operations for the six months ended June 30, 2002 and 2001
(Liquidation Basis) and Consolidated Statements of Operations for
the three months ended June 30, 2002 and 2001 (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 consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the Partnership's 2001 Annual Report on Form
10-KSB.
CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION AS OF
JUNE 30, 2002 (LIQUIDATION BASIS)
(Unaudited)
ASSETS
Real estate held for sale $6,983,000
Investment in Sabal Palm
Joint Venture (Note 6) 217,381
Cash and cash equivalents 665,970
Tenant receivables 52,855
Other assets 472
Utility deposits 2,707
Total Assets 7,922,385
LIABILITIES
Mortgage notes payable (Note 4) 4,841,544
Accounts payable and accrued expenses 200,616
Deferred gain on sale of real estate (Note 2) 464,312
Reserve for estimated costs during
the period of liquidation 189,875
Tenant security deposits 23,158
Due to affiliates 12,057
Total Liabilities 5,731,562
MINORITY INTEREST IN
STRAWBERRY JOINT VENTURE (1,359)
Net Assets in Liquidation $2,192,182
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN
LIQUIDATION FOR THE PERIOD JANUARY 1, 2002 TO JUNE 30, 2002
(LIQUIDATION BASIS)
(Unaudited)
Net assets in liquidation at January 1, 2002 $2,153,149
Income from operations 39,033
Net assets in liquidation at June 30, 2002 $2,192,182
See accompanying notes to consolidated financial statements
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN
LIQUIDATION FOR THE PERIOD JANUARY 1, 2001 TO JUNE 30, 2001
(LIQUIDATION BASIS)
(Unaudited)
Net assets in liquidation at January 1, 2001 $2,249,655
Income from operations 140,120
Net assets in liquidation at June 30, 2001 $2,389,775
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the six months ended June 30, 2002 and 2001
(Liquidation Basis)
(Unaudited)
2002 2001
INCOME
Rental $440,966 $ 916,626
Interest 1,392 19,074
Other, primarily tenant
expense reimbursements 108,969 167,950
Total income 551,327 1,103,650
EXPENSES
Interest 243,994 429,280
Real estate taxes 100,996 139,065
Repairs and maintenance 45,084 31,315
Management fees (Note 5) 41,650 56,780
Other property operating 47,040 61,034
General and administrative 137,635 187,019
Total expenses 616,399 904,493
(Loss)income before minority
and equity interests (65,072) 199,157
Minority interest's
share of Strawberry Fields
Joint Venture's net income -- (61,056)
Equity interest in Sabal
Palm Joint Venture's
net income 104,105 2,019
Net income $ 39,033 $ 140,120
Net income allocated
to the General Partners $ 390 $ 1,401
Net income allocated
to the Limited Partners $ 38,643 $ 138,719
Net income per
Limited Partnership
Interest (9,550 units
outstanding) $ 4.05 $ 14.53
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended June 30, 2002 and 2001
(Liquidation Basis)
(Unaudited)
2002 2001
INCOME
Rental $207,834 $456,668
Interest 984 8,323
Other, primarily tenant
expense reimbursements 52,896 84,362
Total income 261,714 549,353
EXPENSES
Interest 124,968 211,662
Real estate taxes 50,498 69,955
Repairs and maintenance 17,707 16,472
Management fees (Note 5) 20,863 29,374
Other property operating 24,289 31,841
General and administrative 81,766 101,415
Total expenses 320,091 460,719
(Loss)income before minority
and equity interests (58,377) 88,634
Minority interest's
share of Strawberry Fields
Joint Venture's net income -- (25,431)
Equity interest in Sabal
Palm Joint Venture's
net income (loss) 94,747 (958)
Net income $ 36,370 $ 62,245
Net income allocated
to the General Partners $ 364 $ 622
Net income allocated
to the Limited Partners $ 36,006 $ 61,623
Net income per
Limited Partnership
Interest (9,550 units
outstanding) $ 3.77 $ 6.45
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended June 30, 2002 and 2001
(Unaudited)
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The financial statements consolidate the accounts of Brauvin Real
Estate Fund L.P. 4 (the "Partnership") and a joint venture
("Strawberry Joint Venture") in which the Partnership has a 58%
interest. Additionally, the Partnership has a 47% interest in
another joint venture, which is accounted for using the equity
method of accounting.
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 General Partners of the Partnership 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 and the Partnership was
formed. The Partnership's offering closed on December 31, 1984.
A total of $9,550,000 of Units were subscribed and issued between
February 16, 1984 and December 31, 1984 pursuant to the
Partnership's public offering.
Properties acquired by the Partnership either directly or
indirectly through joint ventures are: (a) Fortune Professional
Building; (b) Raleigh Springs Marketplace; (c) Strawberry Fields
Shopping Center(which was sold in July 2001) and (d) Sabal Palm
Shopping Center.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Management's Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles 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 generally accepted accounting principles, the Partnership's
financial statements for periods subsequent to July 12, 1999 have
been prepared on the liquidation basis of accounting. Accordingly,
the carrying values of assets are presented at their net
realizable values and 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 consolidated statement of net assets as of June 30,
2002.
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 include 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 to or cash disbursements from the joint
venture partner, Brauvin Real Estate Fund L.P. 5 ("BREF 5"). All
significant intercompany balances and transactions have been
eliminated.
Investment in Joint Venture Partnership
The Partnership owns a 47% equity interest in Sabal Palm 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 the
liquidation basis of accounting, the operating properties acquired
by the Partnership were stated at cost, including acquisition
costs, leasing commissions, and tenant improvements, and net of
impairment losses. 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).
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.
The Partnership maintains its cash in bank deposit accounts,
which, at times, may exceed federally insured limits. The
Partnership has not experienced any losses in such accounts.
Management believes the Partnership is not exposed to any
significant credit risk related to cash or cash equivalents.
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 June 30, 2002, 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 fair value at June 30, 2002 (Note
2), 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 required to be
adopted by the Partnership effective January 1, 2001. The adoption
of SFAS 133 and SFAS 138 did not have a material 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 was 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.
In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 143, "Accounting for Asset Retirement Obligations"
("SFAS 143"), which was effective for years beginning after June
15, 2002. SFAS 143 requires recognition of a liability and
associated asset for the fair value of costs arising from legal
obligations associated with the retirement of tangible long-lived
assets. The asset is to be allocated to expense over its estimated
useful life.
In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" ("SFAS 144"), which was effective for fiscal
years beginning after December 15, 2001. SFAS 144 supersedes FASB
Statement No. 121, "Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to Be Disposed Of" ("SFAS 121"). SFAS
144 retains the recognition and measurement requirements of SFAS
121, but resolves significant SFAS 121 implementation issues. In
addition, it applies to a segment of a business accounted for as a
discontinued operation (which was formerly covered by portions of
Accounting Principles Board Opinion No. 30).
The Partnership does not believe that the adoption of SFAS 141,
142, 143 and 144 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 their estimated net realizable
values and liabilities were adjusted to their estimated settlement
amounts, including estimated costs associated with carrying out the
liquidation.
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 Marketplace. 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.
As of December 31, 2001, the Partnership adjusted its investment
in real estate for Raleigh Springs Marketplace. The effects of
this adjustment was an increase in the real estate held for sale
and an increase in deferred gain of $18,500.
In the fourth quarter of 2001, the Partnership recorded a
reduction in real estate held for sale of $346,125 related to an
other than temporary decline in the value of real estate for the
Fortune Professional Building.
(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 their 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 June 30, 2002, the Preferential Distribution Deficiency
equaled $14,933,815.
(4) MORTGAGE NOTES PAYABLE
Mortgage notes payable at June 30, 2002 consist of the following:
Interest Date
Rate Due
Raleigh Springs
Marketplace $4,399,888(a) 10% 04/07
Fortune Professional
Building 441,656(b) 4.75% 06/03
$4,841,544
Maturities of the mortgage notes payable are as follows:
2003 $ 569,485
2004 141,214
2005 156,001
2006 172,336
2007 3,802,508
$4,841,544
Raleigh Springs Marketplace and Fortune Professional 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. On March 11, 2002, the Partnership accepted a
proposal to modify the Raleigh Springs Marketplace mortgage loan.
Under the terms of the proposal, the maturity date is extended to
April 1, 2007. The loan, which will continue to bear interest at
10% per annum, will continue to be payable in monthly installments
of principal and interest of $46,839(based upon a 25 year
amortization schedule) with a final payment of unpaid interest and
principal on April 1, 2007. The carrying value of Raleigh Springs
Marketplace at June 30, 2002 was approximately $6,026,500.
(b) On June 26, 1997, the Partnership obtained a first mortgage
loan in the amount of $875,000 secured by Fortune Professional
Building, 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 June 30, 2002 was 4.75%. Principal is being
amortized based on a 15-year amortization period and is payable
with interest on a monthly basis. As of December 31, 2001, 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, 2001.
Effective June 30, 2002, the Partnership extended the American
National Bank loan for a one year period. The Partnership was
required to make a $50,000 principal payment in the third quarter.
The loan interest rate will be based on American National Bank's
prime rate plus one half percent. Monthly amortization of the loan
will increase to $5,000 per month from $4,862.
The carrying value of the Fortune Professional Building at June
30, 2002 was approximately $956,500.
(5) TRANSACTIONS WITH AFFILIATES
Fees and other expenses paid or payable to the General Partners
or their affiliates for the six months ended June 30, 2002 and 2001
were as follows:
2002 2001
Management fees $37,206 $54,325
Reimbursable office expenses 47,402 71,534
The Partnership had made all payments to affiliates, except for
$7,450 related to reimbursable office expenses and $4,607 for
management fees, as of June 30, 2002.
(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:
June 30,
2002
(unaudited)
(Liquidation Basis)
Real estate held for sale $3,028,375
Other assets 533,982
3,562,357
Mortgage note payable 3,000,097
Other liabilities 96,075
3,096,172
Net Assets in Liquidation $ 466,185
For the six months ended
(unaudited)
(Liquidation Basis)
June 30, June 30,
2002 2001
Rental income $177,499 $248,820
Lease termination fee 300,000 --
Other income 29,305 24,287
506,804 273,107
Mortgage and
other interest 134,587 137,213
Operating and
administrative expenses 150,718 131,599
285,305 268,812
Net income $221,499 $ 4,295
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 matured 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 failed to timely pay its rental obligation
for November and December 2001 and January through March 2002 and
is currently in default.
On August 7, 2000, Sabal Palm was given notice that Walgreens
will vacate the space prior to its lease termination of April 30,
2005. Walgreens has moved out, however, it remains liable for
rental payments under its lease with Sabal Palm. The joint venture
and Walgreens have reached an agreement with a subtenant for the
occupancy of this space through the initial term ending in April
2005. Subsequently, the joint venture has entered into a new
direct lease with the replacement tenant for this space through
June 30, 2007.
As a result of Winn-Dixie's 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 at Sabal Palm.
In the fourth quarter of 2001, Sabal Palm recorded a further
adjustment to liquidation basis of $7,508 related to an other than
temporary decline in the value of real estate at Sabal Palm.
In April 2002, the joint venture and the lender agreed to a
twelve month extension of the existing loan. The loan extension
was subject to the lease termination of Winn-Dixie and Winn-Dixie's
payment of a $300,000 termination fee. As a requirement of the
extension, the joint venture and the lender agreed to use the
proceeds from the termination to redemize the former Winn-Dixie
space into three spaces as well as certain other improvements to
the center. The joint venture has signed a lease with Sav A Lot,
a national grocery chain, for 14,350 square feet (one of the
demized spaces). In addition, the joint venture was in lease
negotiations with a potential retail tenant for 10,675 square feet
in another one of the demized spaces. However, the tenant has
withdrawn from the negotiations.
Due to the nonpayment of Winn-Dixie's rental obligations, the
joint venture did not make its mortgage payments for Sabal Palm in
November and December 2001 and January through March 2002 thus
resulting in a default on its loan. However, the lender took no
foreclosure action and the twelve month extension (as detailed
above) with the lender included the joint venture's payment of all
past due amounts thus curing the default.
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. Mortgage notes payable are
expected to be satisfied through property sales.
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.
In 2001, over 1,000 potential investors were contacted regarding
the sale of the properties. Of this group, approximately 180
became registered potential buyers for the properties. Combined
with prior periods, there have been approximately 300 potential
buyers. In addition, the properties are listed on the Internet at
Loopnet.com, the largest commercial real estate website in the
nation. Subsequent to the end of the second quarter, the
Partnership engaged a new brokerage firm to assist in the marketing
of the Partnership's properties for sale. The brokerage firm is
national in scope and one of the largest real estate investment
brokers in the country. The terms of the engagement are
substantially similar to the terms previously negotiated.
Property Status
Fortune Office Building
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 June 30, 2002 was 4.75%. 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
June 30, 2002 was 66%, compared to 59% at June 30, 2001. 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.
The Partnership has made a number of cosmetic improvements to the
property to help attract potential purchasers. Although the local
agents have had preliminary discussions with potential purchasers
no offers have materialized. In general, the investment market for
similar properties in Albuquerque remains slow. However, we are
continuing to market the asset to both improve the occupancy and
sell the property.
Effective June 30, 2002, the Partnership extended the American
National Bank loan for a one year period. The Partnership was
required to make a $50,000 principal payment in the third quarter.
The loan interest rate will be based on American National Bank's
prime rate plus one half percent. Monthly amortization of the loan
will increase to $5,000 per month from $4,862.
Raleigh Springs Marketplace
In 1996, Raleigh Springs lost an anchor tenant, T.J. Maxx, 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 June 30, 2002 was 68%, compared to 75% at June 30, 2001.
In the fourth quarter 2001 approximately 12% of the center was
successfully leased to Sav A Lot, a national grocery chain. In the
first quarter of 2002, Methodist Hospital gave notice to the
Partnership that it will be vacating the 9,500 square feet it
occupies at the expiration of its base term which was April, 2002.
In addition, Toys 'R Us , the anchor tenant at the property has
given the Partnership notice of its intent to vacate its space in
the second quarter of 2002. Toys 'R Us vacated the center in July
2002. However, the Partnership anticipates that Toys 'R Us will
continue to honor its lease obligations. The Partnership
anticipates that this property will be in a negative cash flow
position until the vacant 9,500 square foot space is released. In
the second quarter of 2002, the Partnership replaced its local
leasing agent.
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. On March 11, 2002, the Partnership
accepted a proposal to modify the Raleigh Springs Marketplace
mortgage loan. Under the terms of the proposal, the maturity date
will be extended to April 1, 2007. The loan, which will continue
to bear interest at 10% per annum, will continue to be payable in
monthly installments of principal and interest of $46,839(based
upon a 25 year amortization schedule) with a final payment of
unpaid interest and principal due on April 1, 2007.
In 2000, the Partnership received three offers for Raleigh
ranging from $5.625 million to $6.2 million. The Partnership
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 of 2000 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.
The Partnership received $15,000 of the earnest money as settlement
of potential legal claims against the contract party. The
Partnership continues to receive interest in the property.
However, given the dark status of Toys 'R Us and the remaining
vacancy at the center, the property continues to be difficult to
attract substantial interest from prospective purchasers.
Strawberry Fields
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 Shopping Center
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 was scheduled to mature 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 failed to timely pay its rental obligation
for November and December 2001 and January through March, 2002.
On August 7, 2000, Sabal Palm was given notice that Walgreens
will vacate the space prior to its lease termination of April 30,
2005. Walgreens has moved out, however, it remains liable for
rental payments under its lease with Sabal Palm. The joint venture
and Walgreens have reached an agreement with a subtenant for the
occupancy of this space through the initial term ending in April
2005. Subsequently, the joint venture has entered into a new
direct lease with the replacement tenant for this space through
June 30, 2007.
In total, Sabal Palm has received six offers on the property
ranging in price from $2.2 million to $3.4 million.
As a result of the two vacant 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. To the extent the
Partnership is successful replacing Winn-Dixie with smaller
tenants, the redemizing of the anchor space will require a
substantial investment by the Partnership into the property. Any
such investment will be evaluated on the benefits to the
Partnership including the increased potential value to the
Partnership and the likelihood that the property will be sold
sooner.
As a result of Winn-Dixie's 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.
In the fourth quarter of 2001, Sabal Palm recorded a further
adjustment to liquidation basis of $7,508 related to an other than
temporary decline in the value of real estate at Sabal Palm.
In April 2002, the joint venture and the lender agreed to a
twelve month extension of the existing loan. The loan extension
was subject to the lease termination of Winn-Dixie and Winn-Dixie's
payment of a $300,000 termination fee. As a requirement of the
extension, the joint venture and the lender agreed to use the
proceeds from the termination to redemize the former Winn-Dixie
space into three spaces, as well as certain other improvements to
the center. The joint venture has signed a lease with Sav A Lot,
a national grocery chain for 14,350 square feet (one of the demized
spaces). In addition, the joint venture was in lease negotiations
with a potential retail tenant for 10,675 square feet in another
one of the demized spaces. However, the tenant has withdrawn from
the negotiations.
Due to the nonpayment of Winn-Dixie's rental obligations, the
joint venture did not make its mortgage payments for Sabal Palm in
November and December 2001 and January through March 2002 thus
resulting in a default on its loan. However, the lender took no
foreclosure action and the twelve month extension (as detailed
above) with the lender included the joint venture's payment of all
past due amounts thus curing the default.
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 generally accepted accounting principles, the Partnership's
financial statements for periods subsequent to July 12, 1999 have
been prepared on the liquidation basis of accounting. Accordingly,
the carrying values of the assets are presented at their net
realizable values and liabilities are presented at estimated
settlement amounts, including estimated costs associated with
carrying out the liquidation. Preparation of the financial
statements on the liquidation basis of accounting 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 in
liquidation June 30, 2002.
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 that 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. The Partnership
anticipates the loss of its second largest tenant at Raleigh
Springs. As a result of a loss of this tenant, Raleigh Springs
will likely not cover its operating expenses until additional
leasing is achieved. With regard to Sabal Palm, if the retenanting
of the anchor space is successful, an additional capital investment
will be required. In addition, in the third quarter of 2002, the
Partnership was required to make a significant loan reduction for
the Fortune property in order to extend the term of the debt.
On June 20, 2001, the Partnership received an unsolicited tender
offer to purchase up to 4,770 of the outstanding Units for $100 per
Unit. The offer was made by a group that beneficially owned 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. As of
October 1, 2001, 461 economic interests were transferred as a
result of this tender offer. Upon completion of the offer, the
purchasers held an aggregate of 2,270.75 economic interests, or
approximately 24% of the total outstanding Units. Included in the
aggregate total of 2,270.75 are 166.75 Units that were purchased on
the secondary market.
The General Partners remained neutral as to the particular merits
or risks associated with the tender offer. The General Partners
cautioned that the ultimate amount actually received by each
Limited Partner who did not tender their Units would be affected by
items including, but not limited to, the timing of the liquidation
of the assets, changes in market conditions, necessary Partnership
reserves and the sales prices that can be negotiated.
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.
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, e.g., 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 - Six months ended June 30, 2002 and 2001
(Liquidation Basis)
As a result of the Partnership's adoption of the liquidation
basis of accounting, and in accordance with generally accepted
accounting principles, 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 $39,000 for the six
months ended June 30, 2002 as compared to a net income of $140,000
for the same period in 2001. The $101,000 decrease in net income
is primarily a result of a decrease in total income of $553,000
partially offset by a decrease in total expenses of $288,000, an
increase in the Partnership's share of the net income from Sabal
Palm of $102,000, and a decrease in the minority share of net
income from Strawberry Fields of $61,000.
Total income for the six month period ended June 30, 2002 was
$551,000 as compared to $1,104,000 for the same period in 2001.
The $553,000 decrease in total income was primarily a result of a
$476,000 decrease in rental income, primarily resulting from the
loss of rental income due to the sale of the Strawberry Field
property in July 2001. Also contributing to the decrease in
rental income is the decline in occupancy at both Fortune and
Raleigh Springs.
Total expenses for the six month period ended June 30, 2002 were
$616,000 as compared to $904,000 for the same period in 2001. The
$288,000 decrease in total expense was due to an decrease in
interest expense of $185,000, a decrease in general and
administration expenses of $49,000, and decrease in real estate tax
of $38,000 a decrease of management fees of $15,000 and a decrease
in operating expense of $14,000. The decrease in expenses is
primarily the result of the sale of the Strawberry Field property
in July 2001. These decreases were partially offset by and increase
in repairs and maintenance of $14,000. Repairs and maintenance
increased due to a painting project at Raleigh Springs Marketplace.
Results of Operations - Three months ended June 30, 2002 and 2001
(Liquidation Basis)
As a result of the Partnership's adoption of the liquidation
basis of accounting, and in accordance with generally accepted
accounting principles, 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 $36,000 for the three
month period ended June 30, 2002 as compared to a net income of
$62,000 for the same period in 2001. The $26,000 decrease in net
income is primarily a result of a decrease in total income of
$261,000 partially offset by a decrease in total expenses of
$141,000, an increase in the Partnership's share of the net income
from Sabal Palm of $96,000, and a decrease in the minority share of
net income from Strawberry Fields of $25,000.
Total income for the three month period ended June 30, 2002 was
$262,000 as compared to $549,000 for the same period in 2001. The
$287,000 decrease in total income was primarily a result of a
$249,000 decrease in rental income, primarily resulting from the
loss of rental income due to the sale of the Strawberry Field
property in July 2001. Also contributing to the decrease in
rental income is the decline in occupancy at both Fortune and
Raleigh Springs.
Total expenses for the three month period ended June 30, 2002
were $320,000 as compared to $461,000 for the same period in 2001.
The $141,000 decrease in total expense was due to an decrease in
interest expense of $87,000, a decrease in general and
administration expenses of $20,000, and decrease in real estate tax
of $19,000 a decrease of management fees of $9,000 and a decrease
in operating expense of $7,000. The decrease in expenses is
primarily the result of the sale of the Strawberry Field property
in July 2001.
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.
Exhibit 99. Certification of Officers.
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: August 23, 2002
BY: /s/ Thomas E. Murphy
Thomas E. Murphy
Chief Financial Officer and
Treasurer
DATE: August 23, 2002
Exhibit 99
CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER
OF
BRAUVIN VENTURES, INC.
CORPORATE GENERAL PARTNER
OF
BRAUVIN REAL ESTATE FUND L.P. 4
The undersigned, being the duly elected Chief Executive Officer of
Brauvin Ventures, Inc., an Illinois corporation, is authorized to
execute this Certificate on behalf of Brauvin Real Estate Fund L.P.
4 (the "Partnership"), and further certifies that to the best of
his knowledge:
1. The Form 10-QSB for the quarter ended June 30, 2002
filed by Partnership and containing the Partnership's
financial statements for the quarter then ended, fully
complies with the requirements of Section 13(a) and
15(d), as applicable, of the Securities Exchange Act
of 1934, as amended; and
2. The information contained in said Form 10-QSB fairly
presents, in all material respects, the financial
condition and results of operations of the
Corporation.
IN WITNESS WHEREOF, I have set my hand this 23th day of August,
2002.
/s/ Jerome J. Brault
Jerome J. Brault
Chief Executive Officer
CERTIFICATE OF THE CHIEF FINANCIAL OFFICER
OF
BRAUVIN VENTURES, INC.
CORPORATE GENERAL PARTNER
OF
BRAUVIN REAL ESTATE FUND L.P. 4
The undersigned, being the duly elected Chief Financial Officer of
Brauvin Ventures, Inc., an Illinois corporation, is authorized to
execute this Certificate on behalf of Brauvin Real Estate Fund L.P.
4 (the "Partnership"), and further certifies that to the best of
his knowledge:
1. The Form 10-QSB for the quarter ended June 30, 2002
filed by Partnership and containing the Partnership's
financial statements for the quarter then ended, fully
complies with the requirements of Section 13(a) and
15(d), as applicable, of the Securities Exchange Act
of 1934, as amended; and
2. The information contained in said Form 10-QSB fairly
presents, in all material respects, the financial
condition and results of operations of the
Corporation.
IN WITNESS WHEREOF, I have set my hand this 23th day of August,
2002.
/s/ Thomas E. Murphy
Thomas E. Murphy
Chief Financial Officer