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 six months 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 0-14481
Brauvin Real Estate Fund L.P. 5
(Name of small business issuer as specified in its charter)
Delaware 36-3432071
(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 registrant was required
to file such reports), and (2) has been subject to such filling
requirements for the past 90 days. Yes X No .
BRAUVIN REAL ESTATE FUND L.P. 5
(a Delaware limited partnership)
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 . . . . . . . . . . . . . . . . . . . . . . . .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 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. 5 (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 $7,711,567
Cash and cash equivalents 990,784
Tenant receivable (net of an
allowance of $6,652) 50,172
Escrow deposits 670,145
Other assets 1,599
Total Assets 9,424,267
LIABILITIES
Mortgage notes payable (Note 4) 5,695,064
Accounts payable and accrued expenses 146,175
Deferred gain on sale of real estate (Note 2) 525,777
Reserve for estimated costs during
the period of liquidation 190,315
Tenant security deposits 36,322
Due to affiliates (Note 5) 11,696
Total Liabilities 6,605,349
MINORITY INTEREST IN SABAL PALM
JOINT VENTURE 217,381
SHARE OF ACCUMULATED LOSSES IN EXCESS
OF INVESTMENT IN STRAWBERRY FIELDS
JOINT VENTURE 1,359
Net Assets in Liquidation $2,600,178
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 $2,364,416
Income from operations 235,762
Net assets in liquidation at June 30, 2002 $2,600,178
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 $1,908,750
Income from operations 186,592
Net assets in liquidation at June 30, 2001 $2,095,342
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 $507,619 $575,108
Lease termination fee 300,000 --
Interest 3,152 19,367
Other, primarily tenant
expense reimbursements 74,385 70,188
Total income 885,156 664,663
EXPENSES
Interest 237,208 243,915
Real estate taxes 69,471 67,308
Repairs and maintenance 18,668 38,261
Management fees (Note 5) 37,837 40,774
Other property operating 69,422 40,522
Bad debt expense (recovery) (43,932) 500
General and administrative 156,615 105,828
Total expenses 545,289 537,108
Income before minority
and equity interests 339,867 127,555
Minority interest's
share of Sabal Palm's
net income (104,105) (2,019)
Equity interest in
Strawberry Fields Joint
Venture's net income -- 61,056
Net income $ 235,762 $186,592
Net income allocated
to the General Partners $ 2,358 $ 1,866
Net income allocated
to the Limited Partners $ 233,404 $184,726
Net income per
Limited Partnership
Interest (9,914.5 units
outstanding) $ 23.54 $ 18.63
See accompanying notes to consolidated financial statements.
BRAUVIN REAL ESTATE FUND L.P. 5
(a Delaware limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
(LIQUIDATION BASIS)
(Unaudited)
2002 2001
INCOME
Rental $233,378 $266,776
Lease termination fee 300,000 --
Interest 2,298 8,081
Other, primarily tenant
expense reimbursements 43,050 34,296
Total income 578,726 309,153
EXPENSES
Interest 118,315 121,972
Real estate taxes 34,736 33,358
Repairs and maintenance 11,823 19,931
Management fees (Note 5) 20,279 19,309
Other property operating 49,476 15,784
Bad debt expense (19,396) 200
General and administrative 77,731 43,322
Total expenses 292,964 253,876
Income before minority
and equity interests 285,762 55,277
Minority interest's
share of Sabal Palm's
net (income) loss (94,747) 958
Equity interest in
Strawberry Fields Joint
Venture's net income -- 25,431
Net income $ 191,015 $ 81,666
Net income allocated
to the General Partners $ 1,910 $ 817
Net income allocated
to the Limited Partners $ 189,105 $ 80,849
Net income per
Limited Partnership
Interest (9,914.5 units
outstanding) $ 19.07 $ 8.15
See accompanying notes to consolidated financial statements.
BRAUVIN REAL ESTATE FUND L.P. 5
(a Delaware limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
The financial statements consolidate the accounts of Brauvin Real
Estate Fund L.P. 5 (the "Partnership") and joint ventures in which
the Partnership has a 50% interest or greater. Additionally, the
Partnership has a 42% interest in another joint venture which is
accounted for using the equity method of accounting.
Brauvin Real Estate Fund L.P. 5 (the "Partnership") was organized
on June 28, 1985. The General Partners of the Partnership are
Brauvin Ventures, Inc. and Jerome J. Brault. On August 8, 1997,
Mr. Cezar M. Froelich 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 June 28, 1985 and filed a
Registration Statement on Form S-11 with the Securities and
Exchange Commission which became effective on March 1, 1985. 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 June 28, 1985. The
Partnership's offering closed on February 28, 1986. A total of
$9,914,500 of Units were subscribed for and issued between March 1,
1985 and February 28, 1986 pursuant to the Partnership's public
offering.
Properties acquired by the Partnership either directly or
indirectly through joint ventures are: (a) Crown Point, (b)
Strawberry Fields (which was sold in July 2001) and (c) 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 the assets are presented at their estimated
net realizable values and liabilities are presented at estimated
settlement amounts, including estimated costs associated with
carrying out the liquidation. Preparation of 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 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 Special Purpose Entity
The Partnership has one special purpose entity ("SPE"),
Brauvin/Crown Point L.P., which is owned 99% by the Partnership
and 1% by an affiliate of the General Partners. The creation of
the SPE did not affect the Partnership's economic ownership of the
property. On July 2, 2002, Crown Point which was owned by the SPE
was sold for a contract price of $4,800,000, with net proceeds to
the Partnership of approximately $2,084,000.
Consolidation of Joint Venture Partnership
The Partnership owns a 53% interest in the Sabal Palm Joint
Venture, which owns Sabal Palm Shopping Center. The accompanying
financial statements include 100% of the assets, liabilities,
operations and partners' capital of Sabal Palm Joint Venture. The
minority interest of the consolidated joint venture is adjusted for
the respective joint venture partner's share of income or loss and
any cash contributions from or distributions to the joint venture
partner Brauvin Real Estate Fund L.P. 4 ("BREF 4"). All
significant intercompany balances and transactions have been
eliminated.
Investment in Joint Venture
The Partnership owns a 42% equity interest in Strawberry Fields
Joint Venture (Note 6). The accompanying financial statements
include the investment in Strawberry Fields Joint Venture at
estimated net realizable value using the equity method of
accounting on a liquidation basis.
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 expense were
computed on a straight-line basis over approximately 31.5 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 investment 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, assets were adjusted to their net realizable values and
liabilities were adjusted to estimated settlement amounts, which
approximate their fair value at June 30, 2002.
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 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 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.
In the second quarter of 2001, the Partnership recorded
reductions in real estate held for sale and deferred gain of
$259,350 related to an other than temporary decline in the value of
real estate for the Crown Point property.
In the third quarter of 2001, the Partnership recorded a
reduction in real estate held for sale and an increase in the
adjustment to liquidation basis in the amount of $114,367 related
to an other than temporary decline in the value of real estate for
the Sabal Palm property.
In the fourth quarter of 2001, the Partnership recorded a
reduction in real estate held for sale and an increase in the
adjustment to liquidation basis in the amount of $7,508 related to
an other than temporary decline in the value of real estate for the
Sabal Palm property.
In the fourth quarter of 2001, the Partnership recorded a
reduction in real estate held for sale and deferred gain of
$438,750 related to an other than temporary decline in the value of
real estate for the Crown Point property.
As a result of the contract for sale of Crown Point(which was
sold in July, 2002), the Partnership's investment in real estate
held for sale and the deferred gain on sale of real estate were
each increased $21,692 in the second quarter of 2002.
(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, as defined in the Partnership
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, as such term is defined in the
Agreement (the "Preferential Distribution"). 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 years, then the Limited Partners shall be
paid such excess Operating Cash Flow until they have 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. The Preferential
Distribution Deficiency at June 30, 2002 equaled $14,548,053.
(4) MORTGAGE NOTES PAYABLE
Mortgage notes payable at June 30, 2002 consist of the following:
Interest Date
Rate Due
Crown Point Shopping
Center (a) $2,694,967 7.55% 1/03
Sabal Palm Square
Shopping Center (b) 3,000,097 8.93% 4/03
$5,695,064
Each shopping center serves as collateral under its respective
nonrecourse debt obligation.
Maturities of the mortgage notes payable are as follows:
2002 $ 78,319
2003 5,616,745
$5,695,064
(a) On December 28, 1995, the acquisition loan was paid in full
when the Crown Point loan was refinanced by NationsBanc Mortgage
Capital Corporation. The refinancing resulted in a $3,275,000 non-
recourse loan with a fixed interest rate of 7.55%, and amortization
based on a 20-year term with a maturity of January 1, 2003.
As a precondition to the financing, the successor lender required
that ownership of the property reside in a single purpose entity
("SPE"). To accommodate the lender's requirements, ownership of
the property was transferred to the SPE, Brauvin/Crown Point L.P.,
which is owned 99% by the Partnership and 1% by an affiliate of the
General Partners. Distributions of Brauvin/Crown Point L.P. are
subordinated to the Partnership which effectively precludes any
distributions from the SPE to affiliates of the General Partners.
The creation of Brauvin/Crown Point L.P. did not affect the
Partnership's economic ownership of the Crown Point property.
Furthermore, this change in ownership structure had no material
effect on the consolidated financial statements of the Partnership.
The carrying value of Crown Point at June 30, 2002 was
approximately $4,683,000.
On July 2, 2002, Crown Point was sold for a contract price of
$4,800,000.
(b) On February 19, 1987, the Partnership and its joint venture
partner obtained a first mortgage loan in the amount of $3,200,000
from an unaffiliated lender. The loan was payable with interest
only at 9.5% per annum until February 1992 and then required
payments of principal and interest based on a 30-year amortization
schedule. Sabal Palm was required to make a balloon mortgage
payment in February 1997. Prior to the scheduled maturity, the
lender granted Sabal Palm an extension until April 1, 1997.
On March 31, 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 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.
The carrying value of Sabal Palm approximated $3,028,000 at June
30, 2002.
(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 $37,837 $40,774
Reimbursable office
expenses 48,170 45,157
As of June 30, 2002, the Partnership had made all payments to
affiliates, except for reimbursable office expense of $7,600 and
management fees of $4,096.
(6) EQUITY INVESTMENT
The Partnership owns a 42% interest in Strawberry Fields Joint
Venture, located in West Palm Beach, Florida, and accounts for its
investment under the equity method. The following are condensed
financial statements for Strawberry Fields Joint Venture:
June 30,
2002
(Liquidation Basis)
Other assets $ 337
Other liabilities 2,000
Net liabilities in liquidation $ 1,663
For the six months ended June 30,2001
(Liquidation Basis)
Rental income $415,464
Other income 42,803
458,267
Mortgage and
other interest 177,387
Operating and
administrative expenses 135,509
312,896
Net income $ 145,371
In 2001, the joint venture received an offer to purchase
Strawberry Fields for $5.585 million. In addition, Syms (a tenant
at Strawberry Fields) exercised its right of first refusal on the
sale of the property. Accordingly, the 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, the Strawberry Fields Joint Venture
received net sales proceeds of approximately $299,000.
BRAUVIN REAL ESTATE FUND L.P. 5
(a Delaware limited partnership)
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.
Discussions containing forward-looking statements may be found in
this section and in the section entitled "Description of Business."
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 of 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
Crown Point
The anchor tenant at Crown Point is Food City. The overall
occupancy level at Crown Point was 89% at June 30, 2002 and 91% at
June 30, 2001.
On December 28, 1995, the loan balance of the acquisition
financing was paid in full when Crown Point was refinanced with
NationsBanc Mortgage Capital Corporation. The refinancing resulted
in a $3,275,000 non-recourse loan with a fixed interest rate of
7.55% and a maturity of January 1, 2003.
The carrying value of this property on December 31, 2001 was
approximately $4,662,000 based on the purchase contract price of
$4,800,000. This contract was executed on February 1, 2002 and is
subject to a 45 day due diligence period. In March 2002, the
proposed purchaser requested and the Partnership granted an
extension of the proposed purchaser's due diligence. The property
was sold July 2, 2002 for a contract price of $4,800,000. After
repayment of the mortgage and related sales costs the Partnership
received approximately $2,084,000 in net sales proceeds.
Strawberry Fields Joint Venture
In 2001, the Strawberry Fields 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 Fields 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, the Strawberry Joint Venture received
net sales proceeds of approximately $299,000.
Sabal Palm
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 anchor spaces prior vacancy and recent
transition representing more than 55,000 square feet of space or
62% of the property, Sabal Palm has proved very difficult to sell.
The Partnership is continuing to market this property for sale.
The Partnership's replacing Winn-Dixie and redemizing of the anchor
space is requiring a substantial investment by the Partnership into
the property. This investment has been 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 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 consolidated statement of net assets as of 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 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. In particular, the retenanting of Sabal Palm, if
successful, will require an additional capital investment by the
Partnership.
On June 20, 2001, the Partnership received an unsolicited
tender offer to purchase up to 4,950 of the outstanding Units for
$100 per Unit. The offer was made by a group that currently
beneficially owns the economic interests with respect to
approximately 14.5% 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, 404 economic
interests were transferred as a result of this tender offer. Upon
completion of the Offer, the purchasers held an aggregate of 1,842
economic interests, or approximately 19% of the outstanding total
Units.
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 will 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 were 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. Rental and occupancy rates have
generally been less than they were when the properties were
acquired.
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 - 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 $236,000 for the period
ended June 30, 2002 as compared to net income of $187,000 for the
same period in 2001.
Total income for the period ended June 30, 2002 was $885,000 as
compared to $665,000 for the same period in 2001. The $220,000
increase in total income was primarily a result of a $300,000
increase in lease termination fees, a $67,000 decrease in rental
income, a $16,000 decrease in interest income and a $4,000 increase
in other income. The increase in termination fees is the result of
a lease termination at the Sabal Palm property. Rental income
decreased primarily as a result or a decline in percentage rents
earned which related to a vacated anchor tenant at Sabal Palm. The
decline in interest income is associated with a decline in interest
rates on the Partnership's investments.
Total expenses for the period ended June 30, 2002 were $545,000
as compared to $537,000 for the same period in 2001. The $8,000
increase in expense is the result of an increase in general and
administrative expense of $51,000 mainly due to legal fees and a
$29,000 increase in operating expense. Offsetting these increases
is a $44,000 decrease in bad debt and an $20,000 decrease in
repairs and maintenance. Bad debt expense decreased as a result of
the allowance for certain tenant items that had been previously
estimated to be uncollectible. Repairs and maintenance decreased
as a result of significant roof repairs that were done at Sabal
Palm in the prior period while only minor repairs were completed in
2002.
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 $191,000 for the period
ended June 30, 2002 as compared to net income of $82,000 for the
same period in 2001.
Total income for the three months ended June 30, 2002 was
$579,000 as compared to $309,000 for the same period in 2001. The
$270,000 increase in total income was primarily a result of a lease
termination fee increase as a result of a $300,000 fee at the Sabal
Palm property partially offset by a $34,000 decrease in rental
income and a $6,000 decrease in interest income. Rental income
decreased primarily as a result of a decline in percentage rents
earned which related to a vacated anchor tenant at Sabal Palm. The
decline in interest income is associated with a decline in interest
rates on the Partnership's investments.
Total expenses for the three months ended June 30, 2002 were
$293,000 as compared to $254,000 for the same period in 2001. The
$39,000 increase in expense an increase in general and
administrative expense of $34,000 mainly due to legal fees and a
$34,000 increase in operating expense offset by a $20,000 decrease
in bad debt and an $8,000 decrease in repairs and maintenance.
Bad debt expense decreased as a result of the allowance for certain
tenant items that had been previously estimated to be
uncollectible. Repairs and maintenance decreased as a result of
significant roof repairs that were done at Sabal Palm in the prior
period while only minor repairs were completed in 2002.
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. 5
BY: /s/ Jerome J. Brault
Jerome J. Brault
Chairman of the Board of
Directors and President
DATE: August 26, 2002
BY: /s/ Thomas E. Murphy
Thomas E. Murphy
Chief Financial Officer
And Treasurer
DATE: August 26, 2002
Exhibit 99
CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER
OF
BRAUVIN VENTURES, INC.
CORPORATE GENERAL PARTNER
OF
BRAUVIN REAL ESTATE FUND L.P. 5
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. 5 (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 26th 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. 5
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. 5 (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 26th day of August,
2002.
/s/ Thomas E. Murphy
Thomas E. Murphy
Chief Financial Officer