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 three months 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 0-14481
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 March 31, 2003 (Liquidation Basis) . . . . . . . . . . 4
Consolidated Statement of Changes in Net Assets
in Liquidation for the period January 1, 2003 to
March 31, 2003 (Liquidation Basis) . . . . . . . . . . . . . 5
Consolidated Statement of Changes in Net Assets
in Liquidation for the period January 1, 2002 to
March 31, 2002 (Liquidation Basis) . . . . . . . . . . . . . 6
Consolidated Statements of Operations for the
three months ended March 31, 2003 and 2002
(Liquidation Basis). . . . . . . . . . . . . . . . . . . . . 7
Notes to Consolidated Financial Statements . . . . . . . . . 8
Item 2. Management's Discussion and Analysis or Plan
of Operation . . . . . . . . . . . . . . . . . . . . . . . .20
Item 3. Controls and Procedures . . . . . . . . . . . . . . . . . .26
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 March 31, 2003 (Liquidation Basis), Consolidated Statement of
Changes in Net Assets in Liquidation for the period January 1, 2003
to March 31, 2003 (Liquidation Basis), Consolidated Statement of
Changes in Net Assets in Liquidation for the period January 1, 2002
to March 31, 2002 (Liquidation Basis) and Consolidated Statements
of Operations for the three months ended March 31, 2003 and 2002
(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 2002 Annual Report on Form
10-KSB.
CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION AS OF
March 31, 2003 (LIQUIDATION BASIS)
(Unaudited)
ASSETS
Real estate held for sale $3,028,375
Cash and cash equivalents 2,925,334
Tenant receivable (net of an
allowance of $755) 20,366
Escrow deposits 334,284
Other assets 11,790
Total Assets 6,320,149
LIABILITIES
Mortgage notes payable (Note 4) 2,961,866
Accounts payable and accrued expenses 281,419
Reserve for estimated costs during
the period of liquidation 285,615
Tenant security deposits 19,097
Due to affiliates (Note 5) 1,579
Total Liabilities 3,549,576
MINORITY INTEREST IN SABAL PALM
JOINT VENTURE 177,352
Net Assets in Liquidation $2,593,221
See accompanying notes to consolidated financial statements
CONSOLIDATED 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 $2,789,906
Loss from operations (196,685)
Net assets in liquidation at March 31, 2003 $2,593,221
See accompanying notes to consolidated financial statements
CONSOLIDATED 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 $2,364,416
Income from operations 44,747
Net assets in liquidation at March 31, 2002 $2,409,163
See accompanying notes to consolidated financial statements
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended March 31, 2003 and 2002
(Liquidation Basis)
(Unaudited)
2003 2002
INCOME
Rental $ 94,193 $274,241
Interest 5,062 854
Other, primarily tenant
expense reimbursements 17,573 31,335
Total income 116,828 306,430
EXPENSES
Interest 66,255 118,893
Real estate taxes 21,573 34,735
Repairs and maintenance 2,150 6,845
Management fees (Note 5) 6,600 17,558
Other property operating 9,669 19,946
Bad debt expense (recovery) (4,977) (24,536)
General and administrative 214,747 78,884
Total expenses 316,017 252,325
(Loss) income before minority
interest (199,189) 54,105
Minority interest's
share of Sabal Palm's
net loss (income) 2,504 (9,358)
Net(loss) income ($196,685) $ 44,747
Net(loss)income allocated
to the General Partners $ (1,967) $ 447
Net(loss)income allocated
to the Limited Partners $(194,718) $ 44,300
Net(loss) income per
Limited Partnership
Interest (9,914.5 units
outstanding) $ (19.64) $ 4.47
See accompanying notes to consolidated financial statements.
BRAUVIN REAL ESTATE FUND L.P. 5
(a Delaware limited partnership)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(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 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 were: (a) Crown Point (which was
sold in July 2002), (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 statement of net assets as of March
31, 2003.
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 had one special purpose entity ("SPE"),
Brauvin/Crown Point L.P., which was 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. Net proceeds to
the Partnership, after repayment of the mortgage, and payment of
costs of the sale, were approximately $2,084,000. In connection
with the sale, the Partnership recognized a gain of $518,787.
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 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 were 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.
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 of $755 at March 31,
2003 is based on specific identification of uncollectible accounts
and the Partnership's historical collection experience.
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, assets were adjusted to their net realizable values and
liabilities were adjusted to estimated settlement amounts, which
approximate their fair value at March 31, 2003.
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 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
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 was effective for years beginning after June
15, 2002. SFAS 143 requires recognition of a liability and
associated asset for the fair value of costs arising from legal
obligations associated with the retirement of tangible long-lived
assets. The asset is to be allocated to expense over its estimated
useful life.
In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" ("SFAS 144"), which was effective for fiscal
years beginning after December 15, 2001. SFAS 144 supersedes FASB
Statement No. 121, "Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to Be Disposed Of" ("SFAS 121"). SFAS
144 retains the recognition and measurement requirements of SFAS
121, but resolves significant SFAS 121 implementation issues. In
addition, it applies to a segment of a business accounted for as a
discontinued operation.
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 their estimated net realizable
values and liabilities were adjusted to their estimated settlement
amounts, including estimated costs associated with carrying out the
liquidation.
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. In July,
2002 the Partnership's investment in real estate held for sale and
the deferred gain on the sale of real estate were reduced by
$4,683,192 and $525,777, respectively as a result of the Crown
Point sale.
(3) PARTNERSHIP AGREEMENT
The Partnership Agreement (the "Agreement") provides that 99% of
the net profits and losses from operations of the Partnership for
each fiscal year shall be allocated to the Limited Partners and 1%
of net profits and losses from operations shall be allocated to the
General Partners. The net profit of the Partnership from the sale
or other disposition of a Partnership property shall be allocated
as follows: first, there shall be allocated to the General
Partners the greater of: (i) 1% of such net profits; or (ii) the
amount distributable to the General Partners as Net Sale Proceeds
from such sale or other disposition, 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 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. The Preferential
Distribution Deficiency at March 31, 2003 equaled $15,291,642.
(4) MORTGAGE NOTES PAYABLE
Mortgage notes payable at March 31, 2003 consist of the
following:
Interest Date
Rate Due
Sabal Palm Square
Shopping Center 2,961,866 8.93% 4/03
$2,961,866
Sabal Palm Square Shopping Center
Sabal Palm Square Shopping Center serves as collateral under its
respective nonrecourse debt obligation.
The First Mortgage Loan bears interest at the rate of 8.93% per
annum, is amortized over a 25-year period, required 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
would 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.
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).
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.
The carrying value of Sabal Palm approximated $3,028,000 at March
31, 2003.
Crown Point
On December 28, 1995, an 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 by Brauvin/Crown Point L.P. are to
be made first to the General Partner in an amount equal to:(a) any
tax liability caused by its allocation of Profits or income: and
(b) any filing fees or accounting fees incurred in connection
herewith; and then to the Limited Partner until it receives an
amount equal to the value of its Capital Contribution plus an
annual compounded return on its original investment of 25% per
annum. 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.
On July 2, 2002, Crown Point was sold for a contract price of
$4,800,000 and the mortgage was paid in full.
(5) TRANSACTIONS WITH AFFILIATES
Fees and other expenses paid or payable to the General Partners
or its affiliates for the three months ended March 31, 2003 and
2002 were as follows:
2003 2002
Management fees $ 6,600 $17,558
Reimbursable office
expenses 23,457 25,370
As of March 31, 2003, the Partnership had made all payments to
affiliates, except for management fees of $1,579.
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.
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
approximately 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.
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
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 the mailing process, 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. The Partnership continues to
market its primary asset for sale.
Property Status
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 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.
Crown Point
On December 28, 1995, the outstanding 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 was
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.
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 March
31, 2003.
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.
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 - 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 a net loss of $197,000 for the three
months ended March 31, 2003 as compared to net income of $45,000
for the same period in 2002.
Total income for the three months ended March 31, 2003 was
$117,000 as compared to $306,000 for the same period in 2001. The
$189,000 decrease in total income was primarily a result of a
$180,000 decrease in rental income and a $13,000 decrease in other
income, offset by a $4,000 increase in interest income. Rental
income decreased primarily as a result of the sale of Crown Point
in July 2002.
Total expenses for the three months ended March 31, 2003 were
$316,000 as compared to $252,000 for the same period in 2002. The
$64,000 increase in expense is the result of a $136,000 increase in
general and administrative expense. General and administrative
expense increased as a result of an increase in state income taxes
as a result of the gain on the sale of Crown Point. Partially
offsetting this increase are decreases in interest expense of
$53,000, in real estate tax expense of $13,000, in repairs and
maintenance expense of $4,000, in management fees of $11,000 and
in operating expense of $10,000. These decreases are primarily
associated with the sale of Crown Point.
Item 3. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The 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
quarterly 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. The Chief Executive Officer and Chief Financial
Officer 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. 5
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. 5
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. 5;
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. 5
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. 5
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 5.;
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. 5
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. 5.
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: May 20, 2003
BY: /s/ Thomas E. Murphy
Thomas E. Murphy
Chief Financial Officer
And Treasurer
DATE: May 20, 2003