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 March 31, 2003
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. Financial Statements . . . . . . . . . . . . . . . . . . . . 3
Statement of Net Assets in Liquidation
as of March 31, 2003 (Liquidation Basis) . . . . . . . . . . 4
Statement of Changes in Net Assets
in Liquidation for the period January 1, 2003 to
March 31, 2003 (Liquidation Basis) . . . . . . . . . . . . . 5
Statement of Changes in Net Assets
in Liquidation for the period January 1, 2002 to
March 31, 2002 (Liquidation Basis) . . . . . . . . . . . . . 6
Statements of Operations for the
three months ended March 31, 2003 and 2002
(Liquidation Basis). . . . . . . . . . . . . . . . . . . . . 7
Notes to Financial Statements . . . . . . . . . . . . . . 8
Item 2. Management's Discussion and Analysis or Plan
of Operation . . . . . . . . . . . . . . . . . . . . . . . .21
Item 3. Controls and Procedures. . . . . . . . . . . . . . . . . . .27
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. Financial Statements
The following Statement of Net Assets in Liquidation as of March
31, 2003 (Liquidation Basis), Statement of Changes in Net Assets in
Liquidation for the period January 1, 2003 to March 31, 2003
(Liquidation Basis), Statement of Changes in Net Assets in
Liquidation for the period January 1, 2002 to March 31, 2002
(Liquidation Basis) and Statements of Operations for the three
months ended March 31, 2003 and 2002 (Liquidation Basis) for
Brauvin Real Estate Fund L.P. 4 (the "Partnership") are unaudited
but reflect, in the opinion of the management, all adjustments
necessary to present fairly the information required. All such
adjustments are of a normal recurring nature.
These financial statements should be read in conjunction with the
financial statements and notes thereto included in the
Partnership's 2002 Annual Report on Form 10-KSB.
STATEMENT OF NET ASSETS IN LIQUIDATION AS OF
MARCH 31, 2003 (LIQUIDATION BASIS)
(Unaudited)
ASSETS
Real estate held for sale $6,026,500
Investment in Sabal
Joint Venture (Note 6) 177,352
Cash and cash equivalents 725,385
Tenant receivables 98,611
Utility deposits 2,370
Other assets 7,873
Total Assets 7,038,091
LIABILITIES
Mortgage notes payable (Note 4) 4,305,220
Accounts payable and accrued expenses 147,789
Deferred gain on sale of real estate (Note 2) 464,312
Reserve for estimated costs during
the period of liquidation 281,925
Tenant security deposits 10,541
Due to affiliates 1,872
Total Liabilities 5,211,659
Net Assets in Liquidation $1,826,432
See accompanying notes to financial statements.
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION FOR
THE PERIOD JANUARY 1, 2003 TO MARCH 31, 2003
(LIQUIDATION BASIS)
(Unaudited)
Net assets in liquidation at January 1, 2003 $1,825,198
Loss from operations (12,667)
Gain from sale of property 13,901
Net assets in liquidation at March 31, 2003 $1,826,432
See accompanying notes to financial statements.
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION FOR
THE PERIOD JANUARY 1, 2002 TO MARCH 31, 2002
(LIQUIDATION BASIS)
(Unaudited)
Net assets in liquidation at January 1, 2002 $2,153,149
Income from operations 2,663
Net assets in liquidation at March 31, 2002 $2,155,812
See accompanying notes to financial statements.
STATEMENTS OF OPERATIONS
For the three months ended March 31, 2003 and 2002
(Liquidation Basis)
(Unaudited)
2003 2002
INCOME
Rental $159,760 $233,132
Interest 224 408
Other, primarily tenant
expense reimbursements 58,468 56,073
Total income 218,452 289,613
EXPENSES
Interest 109,617 119,026
Real estate taxes 39,300 50,498
Repairs and maintenance 2,516 27,377
Management fees (Note 5) 12,231 20,787
Other property operating 18,779 22,751
General and administrative 46,172 55,869
Total expenses 228,615 296,308
Loss before
equity interests (10,163) (6,695)
Equity interest in Sabal
Palm Joint Venture's
net (loss) income (2,504) 9,358
(Loss)income before gain on
sale of property (12,667) 2,663
Gain on sale of property 13,901 --
Net income $ 1,234 $ 2,663
Net income allocated
to the General Partners $ 12 $ 27
Net income allocated
to the Limited Partners $ 1,222 $ 2,636
Net income per
Limited Partnership
Interest (9,550 units
outstanding) $ 0.13 $ 0.28
See accompanying notes to financial statements.
BRAUVIN REAL ESTATE FUND L.P. 4
(a Delaware limited partnership)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Brauvin Real Estate Fund L.P. 4 (the "Partnership") has a 47%
interest in 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 were: (a) Fortune Professional
Building (which was sold February 2003); (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 amounts 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 statement of net assets as of March 31, 2003.
Accounting Method
The accompanying financial statements have been prepared using
the accrual method of accounting.
Tenant Receivables
Tenant receivables are comprised of (a) billed but uncollected
amounts due for monthly rents and other charges and (b) estimated
unbilled amounts due for tenant reimbursement of common area
maintenance charges and property taxes. Receivables are recorded
at management's estimate of the amounts that will ultimately be
collected. An allowance for doubtful accounts ($7,118-2003 and
$42,628-2002) is based on specific identification of uncollectible
accounts and the Partnership's historical collection experience.
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.
Investment in Joint Venture Partnership
The Partnership owns a 47% equity interest in Sabal Palm Joint
Venture (see Note 6). Sabal Palm is reported as an investment in
an affiliated joint venture. The accompanying financial statements
include the investment in Sabal Palm Joint Venture at estimated net
realizable value using the equity method of accounting.
Investment in Real Estate
Prior to the preparation of the financial statements on the
liquidation basis of accounting, the operating properties acquired
by the Partnership were stated at cost including acquisition costs,
leasing commissions, and tenant improvements 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 are based on information available to
management as of March 31, 2003, 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 March 31, 2003 (Note
2), assets were adjusted to net realizable value, and liabilities
were adjusted to estimated settlement amounts.
Derivatives and Hedging Instruments
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 Partnership had no
derivatives in 2003 and 2002.
Recent Accounting Pronouncements
In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, "Business Combinations" ("SFAS 141"). SFAS 141
requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interests method. In July 2001, the FASB issued
Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" ("SFAS 142"), which is effective January
1, 2002. SFAS 142 requires, among other things, the discontinuance
of goodwill amortization. In addition, the standard includes
provisions for the reclassification of certain existing
intangibles, reassessment of the useful lives of existing
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.
Application of the statements to future acquisitions, if any,
could result in the recognition, upon acquisition of additional
intangible assets(acquired in-place lease origination costs and
acquired above market leases) and liabilities (acquired below
market leases), which would be amortized over the remaining terms
of the acquired leases.
In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 143, "Accounting for Asset Retirement Obligations"
("SFAS 143"), which is 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.
In April 2002, FASB issued Statement of Financial Accounting
Standards No. 145, "Rescission of FASB Statements No. 4, 44,
Amendment of FASB No. 13, and Technical Corrections" ("SFAS 145").
Generally, the rescission of FASB No. 4, "Reporting Gains and
Losses from Extinguishment of Debt" would require that debt
extinguishment costs are to no longer be treated as extraordinary
items. The amendment to FASB No. 13, "Accounting for Leases"
requires sale-leaseback accounting for certain lease modifications
that have the economic effects that are similar to sale-leaseback
transactions. This statement is generally effective for the year
ending December 31, 2003.
In November 2002, FASB issued FASB Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others" (FIN 45).
FIN 45 elaborates on the disclosures to be made by a guarantor in
its interim and annual financial statements about its obligations
under certain guarantees that it has issued and clarifies that a
guarantor is required to recognize, at inception of the guarantee,
a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and measurement
provisions of FIN 45 are applicable to guarantees issued or
modified after December 31, 2002. The disclosure requirements of
FIN 45 are effective for periods ending after December 15, 2002.
In January 2003, FASB issued interpretation No. 46,
"Consolidation of Variable Interest Entities" (FIN 46). FIN 46
addresses consolidation by business enterprises of certain variable
interest entities in which the equity investors do not have the
characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other
parties. FIN 46 applies to variable interest entities created
after January 31, 2003 and to such entities in which the interest
was acquired prior to February 1, 2003 for fiscal years and interim
periods beginning after June 15, 2003.
The Partnership does not believe that the adoption of SFAS 143,
144,and 145 and FIN 45 and 46 has a significant impact on its
financial statements.
(2) ADJUSTMENT TO LIQUIDATION BASIS
On July 12, 1999, in accordance with the liquidation basis of
accounting, assets were adjusted to estimated net realizable value
and liabilities were adjusted to estimated settlement amounts,
including estimated costs associated with carrying out the
liquidation.
In February, 2003, the Partnership sold Fortune Professional
Building resulting in an adjustment to real estate held for sale of
$956,500 and a gain on sale of property of $13,901.
(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 March 31, 2003, the Preferential Distribution Deficiency
equaled $15,650,065.
(4) MORTGAGE NOTES PAYABLE
Mortgage notes payable at March 31, 2003 consist of the
following:
Interest Date
Balance Rate Due
Raleigh Springs
Marketplace $ 4,305,220 10% 04/07
Maturities of the mortgage notes payable are as follows:
2003 $ 102,010
2004 148,423
2005 163,965
2006 181,135
2007 3,709,687
$4,305,220
Raleigh Springs Marketplace serves as collateral under the
nonrecourse debt obligation.
Raleigh Springs Marketplace
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 was extended to April 1,
2007. The loan which continues to bear interest at 10% per annum,
requires 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 March 31, 2002 was
approximately $6,026,500.
Fortune Professional Building
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 loan has a
floating interest rate based on American National Bank's prime rate
plus one half percent, which equates to 4.75% at December 31, 2002.
Principal is being amortized at $5,000 per month. In the third
quarter of 2002 the Partnership paid a $50,000 principal payment on
this mortgage note payable.
On February 4, 2003, Fortune was sold for a gross sales price of
$1,050,000 and the outstanding loan was repaid in full.
(5) TRANSACTIONS WITH AFFILIATES
Fees and other expenses paid or payable to the General Partners
or their affiliates for the three months ended March 31, 2003 and
2002 were as follows:
2003 2002
Management fees $11,491 $18,565
Reimbursable office expenses 22,913 25,052
The Partnership had made all payments to affiliates, except for
$1,872 for management fees, as of March 31, 2003.
(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:
March 31,
2003
(unaudited)
(Liquidation Basis)
Real estate held for sale $3,028,375
Other assets 400,667
3,429,042
Mortgage note payable 2,961,866
Other liabilities 80,831
3,042,697
Net Assets in Liquidation $ 386,345
For the three months ended
(unaudited)
(Liquidation Basis)
March 31, March 31,
2003 2002
Rental income $ 94,193 $115,538
Other income 17,573 13,460
111,766 128,998
Mortgage and
other interest 66,255 67,318
Operating and
administrative expenses 50,838 41,770
117,093 109,088
Net(loss) income $ (5,327) $ 19,910
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. Subsequent to the end of the first quarter of
2003, this loan was repaid and replaced with a new facility
described below.
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 moved out, however, it remains liable for rental
payments under its lease with Sabal Palm. The joint venture and
Walgreens reached an agreement with a subtenant for the occupancy
of this space through the initial term ending in April 2005.
Subsequently, the joint venture entered into a new direct lease
with the replacement tenant for this space through June 30, 2007.
In the second quarter of 1998, Winn-Dixie vacated its space at
the center. Winn-Dixie failed to timely pay its rental obligation
from November 2001 and through March 2002 and was in default.
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.
Due to non-payment 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. 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 and payment of all past due amounts thus curing
default. 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 is in lease negotiations with a potential retail tenant for
10,675 square feet in another of the demized spaces.
On March 17, 2003, the Sabal Palm joint venture obtained a loan
commitment from AmSouth Bank in the amount of $3,250,000. The loan
proposal provides for payment of interest only for a 24-month term
subject to various tests to be met at a six-month period from close
and a nine-month period from close. If these tests are not met the
joint venture will be required to reduce the principal outstanding
by an amount ranging from $250,000 to $500,000.
On April 29, 2003, the Sabal Palm joint venture closed on the
$3,250,000 mortgage with AmSouth Bank (subject to a reduction not
to exceed $500,000 if certain conditions of the loan are not met).
The joint venture repaid the prior outstanding first mortgage loan
on the property in the amount of $2,957,941, accrued interest of
$22,100 and paid loan costs and fees of approximately $46,100 at
closing. The joint venture expects to use the remaining proceeds
primarily to finance certain tenant improvements and leasing costs.
The new loan bears interest at LIBOR plus 2.85% and is payable
interest only monthly until maturity (May 3, 2005) at which time
all unpaid interest and principal is due. The loan is secured by
a first mortgage lien on the property and collateral assignment of
rents and leases as well as the management agreement. The partners
of the joint venture have each guaranteed the repayment of 50% of
the joint venture obligations under the loan documents and the
manager has agreed to subordinate payment of the management fee to
the payment of the loan obligations.
(7) PROPERTY SALE
On February 4, 2003, Fortune Professional Building was sold for
a gross sales price of $1,050,000. Net proceeds delivered to the
Partnership at closing, inclusive of closing costs and prorations,
was approximately $580,000. The Partnership has recorded a gain of
approximately $13,900 on the sale of this property.
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 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.
The General Partners (primarily through real estate brokers) have
been actively marketing the properties for sale and have contacted
over 1,000 potential investors regarding the sale of the
properties. Of this group, approximately 300 became registered
potential buyers for the properties. Subsequent to the end of the
second quarter of 2002, 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 plus one half percent which at December 31, 2002 equates
to 4.75%. Principal is being amortized at $5,000 per month. In
the third quarter the Partnership made a $50,000 principal payment.
The Replacement Loan was extended through June 30, 2003.
In 2002, the Partnership made a number of cosmetic improvements
to the property to help attract potential purchasers. In the third
quarter of 2002, the Partnership received two offers for the sale
of the property. The Partnership negotiated the terms of a
letter of intent with the most attractive offer.
On February 4, 2003, the Fortune property was sold for a gross
sales price of $1,050,000. Net proceeds delivered to the
Partnership at closing, inclusive of closing costs and prorations,
was approximately $580,000. The Partnership has recorded a gain of
approximately $13,900 on the sale of this property.
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 March 31, 2003 was 65%, compared to 77% at March 31,
2002.
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 gave 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 remain 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.
The Partnership is negotiating a potential buyout of the Toys 'R Us
lease and subsequently dividing this space into smaller units. In
addition, the Partnership is negotiating with a potential tenant to
lease approximately 25,000 square feet of the 36,400 square foot
Toys 'R Us space. Further, the Partnership is negotiating a
potential lease for 10,800 square feet with a dollar store concept.
Both of these negotiations are in the early stages and there can be
no assurance that either lease will be consummated.
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 mortgage loan.
The maturity date has been extended to April 1, 2007 and continues
to bear interest at 10% per annum. The loan will continue to
require 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.
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 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.
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 moved out, however, it remains liable for rental
payments under its lease with Sabal Palm. The joint venture and
Walgreens reached an agreement with a subtenant for the occupancy
of this space through the initial term ending in April 2005.
Subsequently, the joint venture entered into a new direct lease
with the replacement tenant for this space through June 30, 2007.
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.
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.
Due to non-payment 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. In April 2002, the joint
venture and the lender agreed to a twelve month extension of the
existing mortgage loan. The loan extension was subject to the
lease termination of Winn-Dixie and Winn-Dixie's payment of a
$300,000 termination fee and payment of all past due amount thus
curing the default. 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 is in lease negotiations with a
potential tenant to lease approximately 10,675 square feet (another
one of the demized spaces).
In total, Sabal Palm has received six offers on the property
ranging in price from $2.2 million to $3.4 million.
On March 17, 2003, the joint venture obtained a loan commitment
from AmSouth Bank in the amount of $3,250,000. The loan proposal
provides for payment of interest only for a 24-month term subject
to various tests to be met at a six-month period from close and a
nine-month period from close. If these tests are not met the joint
venture will be required to reduce the principal outstanding by a
cumulative amount ranging from $250,000 to $500,000 depending on
the test.
On April 29, 2003, the Sabal Palm joint venture closed on the
$3,250,000 mortgage with AmSouth Bank (subject to a reduction not
to exceed $500,000 if certain conditions of the loan are not met).
The joint venture repaid the prior outstanding first mortgage loan
on the property in the amount of $2,957,941, accrued interest of
$22,100 and paid loan costs and fees of approximately $46,100 at
closing. The joint venture expects to use the remaining proceeds
primarily to finance certain tenant improvements and leasing costs.
The new loan bears interest at LIBOR plus 2.85% and is payable
interest only monthly until maturity (May 3, 2005) at which time
all unpaid interest and principal is due. The loan is secured by
a first mortgage lien on the property and collateral assignment of
rents and leases as well as the management agreement. The partners
of the joint venture have each guaranteed the repayment of 50% of
the joint venture obligations under the loan documents and the
manager has agreed to subordinate payment of the management fee to
the payment of the loan obligations.
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 - Three months ended March 31, 2003 and 2002
(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 $1,000 for the period
ended March 31, 2003 as compared to a net income of $3,000 for the
same period in 2002. The $2,000 decrease in net income is
primarily a result of a decrease in total income of $71,000
partially offset by a decrease in total expenses of $68,000. The
Partnership's share of the net income from Sabal Palm of decreased
$12,000. Additionally, there was a $14,000 gain from the property
sale.
Total income for the period ended March 31, 2003 was $218,000 as
compared to $290,000 for the same period in 2002. The $71,000
decrease in total income was primarily a result of a $73,000
decrease in rental income, primarily resulting from the loss of
rental income due to the sale of the Fortune in February 2003.
Also contributing to the decrease in rental income is the decline
in occupancy at Raleigh Springs.
Total expenses for the period ended March 31, 2003 were $228,000
as compared to $296,000 for the same period in 2002. The $68,000
decrease in total expense was due to an decrease in interest
expense of $9,000, a decrease in general and administration expense
of $10,000, and decrease in real estate tax of $11,000, a decrease
of management fees of $9,000, a decrease in repairs and maintenance
of $25,000 and a decrease in operating expense of $4,000. The
decrease in repairs in maintenance is primarily the result of the
repairs at Raleigh during the first quarter of 2002. All other
decreases are primarily related to the sale of Fortune in February
2003.
ITEM 3. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, of the
corporate general partner, have reviewed and evaluated the
effectiveness of the Partnership's disclosure controls and
procedures (as defined in Exchange Act Rules 240.13a-14(c) and 15d-
14(c)) as of a date within 90 days before the filing date of this
Annual Report. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that the
Partnership's current disclosure controls and procedures are
effective and timely, providing all material information relating
to the Partnership required to be disclosed in reports filed or
submitted under the Exchange Act.
Changes in Internal Controls
There have not been any significant changes in the Partnership's
internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.
We are not aware of any significant deficiencies or material
weaknesses, therefore no corrective actions were taken.
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: May 20, 2003
BY: /s/ Thomas E. Murphy
Thomas E. Murphy
Chief Financial Officer and
Treasurer
DATE: May 20, 2003
CERTIFICATION FOR SARBANES-OXLEY SECTION 302(A)
CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER
OF
BRAUVIN VENTURES, INC.
CORPORATE GENERAL PARTNER
OF
BRAUVIN REAL ESTATE FUND L.P. 4
I, Jerome J. Brault, Chief Executive Officer of the Company,
certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Brauvin Real Estate Fund L.P. 4;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the consolidated
financial condition, results of operations and statement of
changes in net assets in liquidation of the registrant as of,
and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or
operation of internal controls which could aversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any
material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
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,
President and Chief Executive Officer
DATE: May 20, 2003
CERTIFICATION FOR SARBANES-OXLEY SECTION 302(A)
CERTIFICATE OF THE CHIEF FINANCIAL OFFICER
OF
BRAUVIN VENTURES, INC.
CORPORATE GENERAL PARTNER
OF
BRAUVIN REAL ESTATE FUND L.P. 4
I, Thomas E. Murphy, Chief Financial Officer of the Company,
certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Brauvin Real Estate Fund L.P 4.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the consolidated
financial condition, results of operations and statement of
changes in net assets in liquidation of the registrant as of,
and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or
operation of internal controls which could aversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any
material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
BY: Brauvin Ventures, Inc.
Corporate General Partner of
Brauvin Real Estate Fund L.P. 4
BY:/s/ Thomas E. Murphy
Thomas E. Murphy
Chief Financial Officer and Treasurer
DATE: May 20, 2003
Exhibit 99
SECTION 906 CERTIFICATION
The following statement is provided by the undersigned to accompany
the Quarterly Report on Form 10-QSB for the quarter ended March 31,
2003, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and
shall not be deemed filed pursuant to any provisions of the
Securities Exchange Act of 1934 or any other securities law:
Each of the undersigned certifies that the foregoing Report on Form
10-QSB fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m) and that the
information contained in the Form 10-QSB fairly presents, in all
material respects, the financial condition and results of
operations of Brauvin Real Estate Fund L.P. 4.
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: May 20, 2003
BY: /s/ Thomas E. Murphy
Thomas E. Murphy
Chief Financial Officer
And Treasurer
DATE: May 20, 2003