UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 1999
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number 0-13402
Brauvin Real Estate Fund L.P. 4
(Name of small business issuer as specified in its
charter)
Delaware 36-3304339
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 North LaSalle Street, Chicago, Illinois 60602
(Address of principal executive offices) (Zip Code)
(312)759-7660
(Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
(Title of class)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the issuer was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
INDEX
PART I
Page
Item 1. Consolidated Financial Statements. . . . . . . . . . . . . . 3
Consolidated Balance Sheet at June 30, 1999. . . . . . . . . 4
Consolidated Statements of Operations for the
six months ended June 30, 1999 and 1998. . . . . . . . . . 5
Consolidated Statements of Operations for
three months ended June 30, 1999 and 1998. . . . . . . . . 6
Consolidated Statements of Cash Flows for the
three months ended June 30, 1999 and 1998. . . . . . . . . 7
Notes to Consolidated Financial Statements . . . . . . . . . 8
Item 2. Management's Discussion and Analysis
or Plan of Operation . . . . . . . . . . . . . . . . . . .17
PART II
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . .23
Item 2. Changes in Securities. . . . . . . . . . . . . . .23
Item 3. Defaults Upon Senior Securities. . . . . . . . . .23
Item 4. Submission of Matters to Vote of Security
Holders. . . . . . . . . . . . . . . . . . . . . . . . . .23
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . .23
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . .23
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
PART I - FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
The following Consolidated Balance Sheet as of June 30, 1999,
Consolidated Statements of Operations for the six months ended June
30, 1999 and 1998, Consolidated Statements of Operations for the
three months ended June 30, 1999 and 1998 and Consolidated
Statements of Cash Flows for the six months ended June 30, 1999 and
1998 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 1998 Annual Report on Form 10-KSB.
CONSOLIDATED BALANCE SHEET
(Unaudited)
June 30,
1999
ASSETS
Investment in real estate:
Land $ 3,605,206
Buildings and improvements 14,183,176
17,788,382
Less accumulated depreciation (5,921,762)
Net investment in real estate 11,866,620
Investment in Sabal Palm Joint
Venture (Note 5) 65,945
Cash and cash equivalents 1,053,257
Rent receivable (net of
allowance of $159,750) 182,019
Escrow deposits 37,342
Other assets 33,572
Total Assets $13,238,755
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Mortgage notes payable (Note 3) $10,848,671
Accounts payable and accrued expenses 329,392
Tenant security deposits 57,615
Due to affiliates 50,246
Total Liabilities 11,285,926
MINORITY INTEREST IN STRAWBERRY
JOINT VENTURE (325,844)
PARTNERS' CAPITAL:
General Partners (37,416)
Limited Partners (9,550 limited
partnership units issued and
outstanding) 2,316,089
Total Partners' Capital 2,278,673
Total Liabilities and
Partners' Capital $13,238,755
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the six months ended June 30,
(Unaudited)
1999 1998
INCOME
Rental $ 960,591 $ 875,777
Interest 16,955 14,388
Other, primarily tenant
expense reimbursements 173,659 174,577
Total income 1,151,205 1,064,742
EXPENSES
Interest 467,761 540,838
Depreciation 204,965 210,929
Real estate taxes 123,886 140,394
Repairs and maintenance 31,677 34,533
Management fees (Note 4) 67,307 59,250
Other property operating 54,207 58,383
Provision for impairment -- 1,564,101
General and
administrative 131,593 191,633
Total expenses 1,081,396 2,800,061
Net income (loss) before minority
and equity interests
in joint ventures 69,809 (1,735,319)
Minority interest's
share of Strawberry Joint
Venture's net(income)loss (26,776) 683,916
Equity interest in Sabal
Palm Joint Venture's
net income 32,118 50,211
Net income(loss) $ 75,151 $(1,001,192)
Net income(loss)allocated to:
General Partners $ 752 $ (10,012)
Limited Partners $ 74,399 $ (991,180)
Net income (loss) per
Limited Partnership
Interest (9,550 units
outstanding) $ 7.79 $ (103.79)
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended June 30,
(Unaudited)
1999 1998
INCOME
Rental $ 475,449 $ 444,516
Interest 9,523 7,559
Other, primarily tenant
expense reimbursements 87,128 72,978
Total income 572,100 525,053
EXPENSES
Interest 233,202 269,520
Depreciation 103,286 102,524
Real estate taxes 61,943 70,011
Repairs and maintenance 12,638 9,475
Management fees (Note 4) 35,167 28,350
Other property operating 22,734 24,176
Provision for impairment -- 1,564,101
General and
administrative 67,520 99,537
Total expenses 536,490 2,167,694
Net income (loss) before minority
and equity interests
in joint ventures 35,610 (1,642,641)
Minority interest's
share of Strawberry Joint
Venture net (income) loss (17,112) 672,529
Equity interest in Sabal
Palm Joint Venture's
net (loss) (12,970) (5,360)
Net income(loss) $ 5,528 $ (975,472)
Net income(loss)allocated to:
General Partners $ 55 $ (9,755)
Limited Partners $ 5,473 $ (965,717)
Net income (loss) per
Limited Partnership
Interest (9,550 units
outstanding) $ 0.57 $ (101.12)
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30,
(Unaudited)
1999 1998
Cash Flows From Operating Activities:
Net income (loss) $ 75,151 $(1,001,192)
Adjustments to reconcile net
income(loss) to net cash provided by
operating activities:
Depreciation 204,965 210,929
Provision for impairment -- 1,564,101
Provision for doubtful accounts (1,000) 78,223
Minority interest's share of
Strawberry Joint Venture's
net income (loss) 26,776 (683,916)
Equity interest in Sabal Palm
Joint Venture net income (32,118) (50,211)
Changes in:
Rent receivable 33,158 (113,283)
Escrow deposits (22,950) (22,940)
Other assets (15,745) (18,397)
Accounts payable and
accrued expenses 138,931 89,118
Due to affiliates 4,915 4,773
Tenant security deposits (6,263) 14,300
Net cash provided by operating
activities 405,820 71,505
Cash Flows From Investing Activities:
Capital expenditures (23,516) (16,646)
Distribution from Sabal Palm Joint
Venture 70,500 79,900
Net cash provided by investing activities 46,984 63,254
Cash Flows From Financing Activities:
Repayment of mortgage notes payable (152,160) (173,148)
Cash used in financing activities (152,160) (173,148)
Net increase (decrease)in cash
and cash equivalents 300,644 (38,389)
Cash and cash equivalents at
beginning of period 752,613 841,230
Cash and cash equivalents at
end of period $1,053,257 $ 802,841
Supplemental disclosure of cash
flow information:
Cash paid for interest $ 456,603 $ 529,191
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Brauvin Real Estate Fund L.P. 4 (the "Partnership") is a Delaware
limited partnership organized for the purpose of acquiring,
operating, holding for investment and disposing of existing office
buildings, medical office centers, shopping centers and industrial
and retail commercial buildings of a general purpose nature, all in
metropolitan areas. The General Partners of the Partnership are
Brauvin Ventures, Inc. and Jerome J. Brault. Mr. Cezar M. Froelich
resigned as a director of the corporate general partner in December
1994, and resigned as an Individual General Partner effective 90
days from August 14, 1997. Brauvin Ventures, Inc. is owned by
A.G.E. Realty Corporation Inc.(50%), and by Messrs. Brault
(beneficially) (25%) and Froelich (25%). A. G. Edwards & Sons,
Inc. and Brauvin Securities, Inc., affiliates of the General
Partners, were the selling agents of the Partnership. The
Partnership is managed by an affiliate of the General Partners.
The Partnership was formed on April 30, 1984 and filed a
Registration Statement on Form S-11 with the Securities and
Exchange Commission which became effective on February 16, 1984.
The sale of the minimum of $1,200,000 of limited partnership
interests of the Partnership (the "Units") necessary for the
Partnership to commence operations was achieved on April 30, 1984.
The Partnership's offering closed on December 31, 1984. A total of
$9,550,000 of Units were subscribed for and issued between February
16, 1984 and December 31, 1984 pursuant to the Partnership's
public offering.
The Partnership has acquired directly or through joint ventures
the land and buildings underlying Fortune Professional Building,
Raleigh Springs Marketplace, Strawberry Fields Shopping Center and
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.
Accounting Method
The accompanying consolidated financial statements have been
prepared using the accrual method of accounting.
Rental Income
Rental income is recognized on a straight line basis over the
life of the related leases. Differences between rental income
earned and amounts due per the respective lease agreements are
credited or charged, as applicable, to deferred rent receivable.
Federal Income Taxes
Under the provisions of the Internal Revenue Code, the
Partnership's income and losses are reportable by the partners on
their respective income tax returns. Accordingly, no provision is
made for Federal income taxes in the financial statements.
Consolidation of Joint Venture Partnership
The Partnership owns a 58% equity interest in an affiliated joint
venture ("Strawberry Joint Venture") which acquired Strawberry
Fields Shopping Center ("Strawberry Fields"). The accompanying
consolidated financial statements have consolidated 100% of the
assets, liabilities, operations and partners' capital of
Strawberry Joint Venture. The minority interest in the
consolidated joint venture is adjusted for the joint venture
partner's share of income or loss and any cash contributions or
cash disbursements from the joint venture partner, Brauvin Real
Estate Fund L.P. 5 ("BREF 5"). All intercompany items and
transactions have been eliminated.
Investment in Joint Venture Partnership
The Partnership owns a 47% equity interest in a Sabal Palm Joint
Venture (see Note 5). Sabal Palm is reported as an investment in
an affiliated joint venture. The accompanying financial statements
include the investment in Sabal Palm Joint Venture using the equity
method of accounting.
Investment in Real Estate
The Partnership's rental properties are stated at cost including
acquisition costs, leasing commissions, tenant improvements and net
of provision for impairment. Depreciation and amortization are
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 3).
The Partnership has performed an analysis of its long-lived
assets, and the Partnership's management determined that there were
no events or changes in circumstances that indicated that the
carrying amount of the assets may not be recoverable at June 30,
1999 and December 31, 1998, except as disclosed below.
In the second and fourth quarters of 1998, the Partnership
recorded provisions for impairment of $1,564,101 and $504,935,
respectively, related to an other than temporary decline in the
value of real estate for the Strawberry Fields property. These
allowances have been allocated to land and building based on the
original acquisition percentages.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid debt
instruments with an original maturity within three months from date
of purchase.
Estimated Fair Value of Financial Instruments
Disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of Statement of
Financial Accounting Standards No. 107, "Disclosure About Fair
Value of Financial Instruments." The estimated fair value amounts
have been determined by using available market information and
appropriate valuation methodologies. However, considerable
judgement is necessarily required in interpreting market data to
develop estimates of fair value.
The fair value estimates presented herein are based on
information available to management as of June 30, 1999, 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.
The carrying amounts of the following items are reasonable
estimates of fair value: cash and cash equivalents; rent
receivable; escrow deposits; accounts payable and accrued expenses;
and due to affiliates.
(2) PARTNERSHIP AGREEMENT
The Partnership Agreement (the "Agreement") provides that 99% of
the net profits and losses from operations of the Partnership for
each fiscal year shall be allocated to the Limited Partners and 1%
of net profits and losses from operations shall be allocated to the
General Partners. The net profit of the Partnership from the sale
or other disposition of a Partnership property shall be allocated
as follows: first, there shall be allocated to the General Partners
the greater of: (i) 1% of such net profits; or (ii) the amount
distributable to the General Partners as Net Sale Proceeds from
such sale or other disposition in accordance with paragraph 2,
SECTION K of the Agreement; and second, all remaining profits shall
be allocated to the Limited Partners. The net loss of the
Partnership from any sale or other disposition of a Partnership
property shall be allocated as follows: 99% of such net loss shall
be allocated to the Limited Partners and 1% of such net loss shall
be allocated to the General Partners.
The Agreement provides that distributions of Operating Cash Flow,
as defined in the Agreement, shall be distributed 99% to the
Limited Partners and 1% to the General Partners. The receipt by
the General Partners of such 1% of Operating Cash Flow shall be
subordinated to the receipt by the Limited Partners of Operating
Cash Flow equal to a 10% per annum, cumulative, non-compounded
return on Adjusted Investment (the "Preferential Distribution"), as
such term is defined in the Agreement. In the event the full
Preferential Distribution is not made in any year (herein referred
to as a "Preferential Distribution Deficiency") and Operating Cash
Flow is available in following years in excess of the Preferential
Distribution for said year, then the Limited Partners shall be paid
such excess Operating Cash Flow until they have been paid any
unpaid Preferential Distribution Deficiency from prior years. Net
Sale Proceeds, as defined in the Agreement, received by the
Partnership shall be distributed as follows: (a) first, to the
Limited Partners until such time as the Limited Partners have been
paid an amount equal to the amount of their Adjusted Investment;
(b) second, to the Limited Partners until such time as the Limited
Partners have been paid an amount equal to any unpaid Preferential
Distribution Deficiency; and (c) third, 85% of any remaining Net
Sale Proceeds to the Limited Partners, and the remaining 15% of the
Net Sale Proceeds to the General Partners.
At June 30, 1999, the Preferential Distribution Deficiency
equaled $12,068,815.
(3) MORTGAGE NOTES PAYABLE
Mortgage notes payable at June 30, 1999 consist of the following:
Interest Date
1999 Rate Due
Raleigh Springs
Marketplace $ 4,715,159 (a)10% 10/99
Fortune Professional
Building 758,312 (b)8.5% 06/00
Strawberry Fields
Shopping Center 5,375,200 (c)7% 12/99
$10,848,671
Raleigh Springs Marketplace, Fortune Office Building and
Strawberry Fields serve as collateral under the respective
nonrecourse debt obligations.
(a) Monthly principal and interest payments are based on a 25-
year amortization schedule.
The carrying value of Raleigh at June 30, 1999 was approximately
$5,578,000.
(b) Prior to June 26, 1997, the Partnership made monthly payments
of interest and principal based upon a: (i) 25-year amortization
schedule plus 100% of Available Cash Flow from July 1, 1992 through
June 1, 1993; and (ii) 15-year amortization schedule plus 50% of
Available Cash Flow from July 1, 1993 through July 1, 1997.
The lender had the option to accelerate the loan maturity July
1 of each year, if the property is not: (i) in good condition and
repair; (ii) occupied at a rate that is equal to the prevailing
occupancy rate for similar properties in the same locale; and (iii)
leased at rental rates which are at least 90% of the prevailing
rate for similar properties in the same locale. The Partnership was
required to make a balloon mortgage payment in July 1997 of
approximately $934,000.
On June 26, 1997, the Partnership obtained a first mortgage loan
in the amount of $875,000 secured by Fortune, from American
National Bank and Trust Company (the "Replacement Loan"). In
connection with the funding of the Replacement Loan, the
Partnership was required to reduce the principal balance of the
original loan by approximately $59,000, out of cash and cash
equivalents, to release the original mortgage loan and pay loan
fees of approximately $33,000. Prior to the Replacement Loan
original maturity in June 1999, the Partnership and American
National Bank agreed to extend the term of the Replacement Loan to
June 30, 2000 under the same terms and conditions. The Replacement
Loan has a floating interest rate based on American National Bank's
prime rate, which at June 30, 1999 was 7.75%. Principal is being
amortized based on a 15-year amortization period and is payable
with interest on a monthly basis. As of December 31, 1998, the
Partnership was in violation of the debt service coverage ratio.
Subsequent to the year end, the Partnership received a waiver of
this covenant violation from the mortgage lender for the period
ended December 31, 1998.
The carrying value of Fortune at June 30, 1999 was approximately
$1,607,000.
(c) In February 1993, the Partnership and Strawberry Joint
Venture, finalized a refinancing of the first mortgage loan (the
"Refinancing") on Strawberry Fields with the lender. The
Refinancing became effective retroactive to October 1992. Due to
the Refinancing, the interest rate was reduced to 9% with monthly
payments of interest only from October 1992 through November 1995.
The Strawberry Joint Venture had the option to extend the term of
the loan and make monthly payments of principal and interest from
December 1995 through November 1998, if it is not in default of the
terms of the Refinancing. On September 18, 1995, the Strawberry
Joint Venture notified Lutheran Brotherhood (the "Strawberry
Lender") that it would exercise its option to extend the term of
the Strawberry Fields loan from the original maturity of November
1, 1995 to December 1, 1998. The terms of the extension called for
all provisions of the loan to remain the same except for an
additional monthly principal payment of $12,500. Effective
November 1, 1995, the Strawberry Joint Venture and the Strawberry
Lender agreed to modify the loan by reducing the interest rate to
7.5% for November 1, 1995 through October 31, 1997 and by reducing
the monthly principal payment to $12,000. Commencing November 1,
1997 the interest rate reverted to the original 9.0% rate.
Effective October 1, 1998, the Strawberry Joint Venture and the
Strawberry Lender agreed to modify and extend the first mortgage
loan. As of October 1, 1998 and through the extended maturity
date, December 1, 1999, the interest rate has been reduced from 9%
to 7% with principal amortization changed from a ten year period to
an eighteen year period.
The carrying value of Strawberry Fields at June 30, 1999 was
approximately $4,682,000.
The Partnership is required to make balloon mortgage payments for
Raleigh Springs Marketplace in the amount of $4,692,333 on October
1, 1999, Fortune Office Building in the amount of $704,830 on June
30, 2000 and for Strawberry Fields in the amount of $5,307,223 at
December 1, 1999.
The Partnership anticipates extending the maturity of existing
loans.
(4) TRANSACTIONS WITH AFFILIATES
Fees and other expenses paid or payable to the General Partners
or their affiliates for the six months ended June 30, 1999 and 1998
were as follows:
1999 1998
Management fees $ 63,594 $59,250
Reimbursable office expenses 58,680 56,250
The Partnership believes the amounts paid to affiliates are
representative of amounts which would have been paid to independent
parties for similar services. The Partnership had made all
payments to affiliates except for $12,116 for management fees and
$2,430 for reimbursable office expenses as of June 30, 1999. An
amount of $35,700 was due to an affiliate at June 30, 1999,
representing an advance made from Brauvin Real Estate Fund L.P. 5
to the Strawberry Fields Joint Venture.
(5) EQUITY INVESTMENT
The Partnership owns a 47% interest in Sabal Palm Joint Venture
("Sabal Palm") and accounts for its investment under the equity
method. The following are condensed financial statements for Sabal
Palm:
June 30,
1999
Land, building and personal
property, net $3,171,338
Other assets 233,555
$3,404,893
Mortgage note payable $3,127,057
Other liabilities 165,974
3,293,031
Partners' capital 111,862
$3,404,893
For the six months ended
June 30, June 30
1999 1998
Rental income $413,462 $411,147
Other income 43,926 39,248
457,388 450,395
Mortgage and
other interest 148,859 242,350
Depreciation 52,391 68,224
Operating and
administrative expenses 187,802 32,989
389,052 343,563
Net income $ 68,336 $106,832
Sabal Palm was required to make a balloon mortgage payment in
February 1997. Prior to the scheduled maturity of the First
Mortgage Loan, the lender granted Sabal Palm an extension until
April 1, 1997. On June 30, 1997, Sabal Palm obtained a first
mortgage loan in the amount of $3,200,000 (the "First Mortgage
Loan") secured by its real estate, from NationsBanc Mortgage
Capital Corporation. The First Mortgage Loan bears interest at the
rate of 8.93% per annum, is amortized over a 25-year period,
requires monthly payments of principal and interest of
approximately $26,700 and matures on March 26, 2002. A portion of
the proceeds of the First Mortgage Loan, approximately $3,077,000
was used to retire Sabal Palm's existing mortgage from Lincoln
National Pension Insurance Company.
In the first quarter of 1998, the Partnership became aware that
both Winn-Dixie and Walgreens may vacate their respective spaces at
Sabal Palm prior to their lease termination dates. In the second
quarter of 1998, Winn-Dixie vacated its space at the center. Winn-
Dixie remains liable for rental payments under its lease at Sabal
Palm until April 2005.
Walgreens has not given official notice that they will vacate
their space prior to the lease termination; the General Partners,
however, believe that there is a likelihood that this tenant will
vacate. The General Partners are working to determine the most
beneficial steps to be taken by the Partnership.
In the fourth quarter of 1998, Sabal Palm recorded an impairment
of $1,499,958 related to an other than temporary decline in the
value of real estate for the Sabal Palm property. This allowance
was allocated to the land and building based on the original
acquisition percentages.
(6) SUBSEQUENT EVENT
On July 15, 1999, the Partnership filed a Form 8-K to report the
results of the solicitation of the Limited Partners for the sale of
the Partnership's assets. The Limited Partners, by a majority
vote, have approved the plan to sell the Partnership's assets.
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.
Year 2000
The "Year 2000" problem concerns the inability of computer
technology systems to correctly identify and process date sensitive
information beyond December 31, 1999. Many computers
automatically add the "19" prefix to the last two digits the
computer reads for the year when date information is needed in
computer software programs. Thus when a date beginning on January
1, 2000 is entered into a computer, the computer may interpret this
date as the year "1900" rather than "2000".
The Partnership's computer information technology systems consist
of a network of personal computers linked to a server built using
hardware and software from mainstream suppliers. The Partnership
does not own any equipment that contains embedded microprocessors,
which may also pose a potential Year 2000 problem. Additionally,
the Partnership has no internally generated software coding to
correct as all of the Partnership's software is purchased and
licensed from external providers. These external providers have
assured management that their systems are, or will be, Year 2000
compliant.
The Partnership has two main software packages that contain date
sensitive information, (i) accounting and (ii) investor relations.
In 1997, the Partnership initiated and completed the conversion
from its existing accounting software to a new software program
that is Year 2000 compliant. In 1998, the investor relations
software was also updated to a new software program that is Year
2000 compliant. Management has determined that the Year 2000 issue
will not pose significant operational problems for its remaining
computer software systems. All costs associated with these
conversions are expensed as incurred, and are not material.
Management does not believe that any further expenditures will be
necessary for the Partnership to be Year 2000 compliant. However,
existing personal computers may be replaced from time to time with
newer machines.
Also in 1997, management of the Partnership initiated formal
communications with all of its significant third party vendors,
service providers and financial institutions to determine the
extent to which the Partnership is vulnerable to those third
parties failure to remedy their own Year 2000 issue. There can be
no guarantee that the systems of these third parties will be timely
converted and would not have an adverse effect on the Partnership.
The most reasonably likely worst case scenario for the
Partnership with respect to the Year 2000 issue would be the
inability of certain tenants to timely make their rental payments
beginning in January 2000. This could result in the Partnership
temporarily suffering a depletion of the Partnership's cash
reserves as expenses will need to be paid while the cash flows from
revenues are delayed. The Partnership has no formal Year 2000
contingency plan.
Liquidity and Capital Resources
The Partnership intends to satisfy its short-term liquidity needs
through cash flow from the properties. Long-term liquidity needs
are expected to be satisfied through extension of the mortgages.
Fortune was required to make a balloon mortgage payment in July
1997 of approximately $934,000. On June 26, 1997, the Partnership
obtained the Replacement Loan in the amount of $875,000 secured by
Fortune, from American National Bank and Trust Company. In
connection with the funding of the Replacement Loan, the
Partnership was required to reduce the outstanding principal
balance of the original mortgage loan by approximately $59,000, out
of cash and cash equivalents, to release the original mortgage loan
and pay loan fees of approximately $33,000. The Replacement Loan
has a floating interest rate based on American National Bank's
prime rate, which at June 30, 1999 was 7.75%. Principal is being
amortized based on a 15-year amortization period and is payable
with interest on a monthly basis. The Replacement Loan has been
extended through June 30, 2000. The occupancy level at Fortune at
June 30, 1999 was 91%, compared to 80% at December 31, 1998.
Raleigh Springs has continued to generate a positive cash flow
despite losing T.J. Maxx, an anchor tenant, which occupied 21% of
the total space. In November 1996, Methodist Hospital entered into
a lease for approximately 9,500 square feet. The remaining space
has been leased to a carpet supplier. The occupancy rate at
Raleigh at June 30, 1999 was 95%, compared to 95% at December 31,
1998.
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 are based on a 25-year
amortization schedule. The Modified Loan capitalized the August,
September and October 1992 mortgage payments with the final payment
due on October 1, 1999. The Partnership is current on its mortgage
payments for the Raleigh Springs loan.
The Strawberry Joint Venture secured a replacement tenant, Syms,
a national discount clothing retailer, to sublease the Kroger space
at Strawberry Fields. Syms opened for business in October 1992 and
has signed a sublease for the remainder of the original lease term
which expires June 30, 2005. Customer traffic at Strawberry Fields
has increased with the draw of Syms, making vacant space more
marketable. The Strawberry Joint Venture is aggressively marketing
the property having engaged a prominent local brokerage firm to
assist the Strawberry Joint Venture's on-site leasing
representative in the marketing of the shopping center. The
occupancy rate at Strawberry Fields at June 30, 1999 was 84%,
compared to 86% at December 31, 1998.
On September 18, 1995, the Strawberry Joint Venture notified the
Strawberry Lender that it would exercise its option to extend the
term of the Strawberry Fields loan from the original maturity of
November 1, 1995 to December 1, 1998. The terms of the extension
called for all provisions of the loan to remain the same except for
an additional monthly principal payment of $12,500. Effective
November 1, 1995, the Strawberry Joint Venture and the Strawberry
Lender agreed to modify the loan by reducing the interest rate to
7.5% for November 1, 1995 through October 31, 1997 and by reducing
the monthly principal payment to $12,000. As of November 1, 1997
the interest rate reverted to the original 9.0% rate.
Effective October 1, 1998, the Strawberry Joint Venture and the
Strawberry Lender agreed to modify and extend the first mortgage
loan. As of October 1, 1998 and through the extended maturity
date, December 1, 1999, the interest rate was reduced from 9% to 7%
with principal amortization changed from a ten year period to an
eighteen year period.
In the second and fourth quarters of 1998, the Partnership
recorded an impairment of $1,564,101 and $504,935, respectively,
related to other than temporary declines in the value of real
estate for the Strawberry Fields property. These allowances were
allocated to land and building based on the original acquisition
percentages.
Sabal Palm was required to make a balloon mortgage payment in
February 1997. Prior to the scheduled maturity of the First
Mortgage Loan, the lender granted Sabal Palm an extension until
April 1, 1997. On June 30, 1997, Sabal Palm obtained a first
mortgage loan in the amount of $3,200,000 (the "First Mortgage
Loan") secured by its real estate, from NationsBanc Mortgage
Capital Corporation. The First Mortgage Loan bears interest at the
rate of 8.93% per annum, is amortized over a 25-year period,
requires monthly payments of principal and interest of
approximately $26,700 and matures on March 26, 2002. A portion of
the proceeds of the First Mortgage Loan, approximately $3,077,000
was used to retire Sabal Palm's existing mortgage from Lincoln
National Pension Insurance Company.
In the first quarter of 1998, the Partnership became aware that
both Winn-Dixie and Walgreens may vacate their respective spaces at
Sabal Palm prior to their lease termination dates. In the second
quarter of 1998, Winn-Dixie vacated its space at the center. Winn-
Dixie remains liable for rental payments under its lease at Sabal
Palm until April 2005.
Walgreens has not given official notice that they will vacate the
space prior to their lease termination, the General Partners,
however, believe that there is a likelihood that this tenant will
vacate. The General Partners are working to determine the most
beneficial steps to be taken by the Partnership.
In the fourth quarter of 1998, Sabal Palm recorded an impairment
of $1,499,958 related to an other than temporary decline in the
value of real estate for Sabal Palm. This allowance has been
allocated to the land and building based on the original
acquisition percentages.
On December 10, 1998, the Partnership received notice that an
unsolicited tender offer to purchase up to 25% of the outstanding
Units was to commence with a tender price of $120 per Unit. The
offer was being made, in part, by an entity that owned a nominal
economic interest in the Partnership and was scheduled to terminate
on January 15, 1999. As a result of this unsolicited tender offer
approximately 1,092 economic interests in the Partnership are to be
transferred.
On May 12, 1999, the Partnership received notice that an
unsolicited tender offer to purchase up to approximately 25% of the
outstanding Units was to commence with a tender price of $170 per
Unit. The offer is made, in part, by an entity that owned a
nominal economic interest in the Partnership and was scheduled to
expire on June 25, 1999.
The General Partners remained neutral as to the particular merits
or risks associated with the tender offers to the Limited Partners.
The General Partners believed an informed determination of the true
value of the Units could be made after the receipt of the
appraisals. 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 are primarily interested in liquidating
their Units immediately, the tender offer provided such an
opportunity.
In 1998, the General Partners notified the Limited Partners that
they are exploring various alternatives to sell the Partnership's
assets. In this regard, the Partnership engaged a nationally known
appraisal firm to value the Partnership's assets. Additionally,
this firm will assist the General Partners in determining the
appropriate method and timing for the disposition of the
Partnership's assets.
The General Partners have determined to pursue disposition of the
Partnership's assets, and expect to commence the registration and
solicitation process within a few weeks of the date of this Form
10-KSB for the authorization of the Limited Partners for the sale
of all or substantially all of the Partnership's properties. The
solicitation will be accomplished by written notice directed by
U.S. mail to each Limited Partner at the address shown on the
Partnership's records, in accordance with the rules of the
Securities and Exchange Commission and the requirements of
Partnership Agreement.
The General Partners expect to distribute proceeds from
operations, if any, and from the sale of real estate to Limited
Partners in a manner that is consistent with the investment
objectives of the Partnership. Management of the Partnership
believes that cash needs may arise from time to time which will
have the effect of reducing distributions to Limited Partners to
amounts less than would be available from refinancing or sale
proceeds. These cash needs include, among other things,
maintenance of working capital reserves in compliance with the
Agreement as well as payments for major repairs, tenant
improvements and leasing commissions in support of real estate
operations.
Results of Operations - Six months ended June 30, 1999 and 1998
(Amounts rounded to 000's)
The Partnership generated net income of $75,000 for the six
months ended June 30, 1999 as compared to a net loss of $1,001,000
for the same six month period in 1998. The $1,076,000 increase in
net income resulted primarily from an $85,000 increase in rental
income, a $64,000 decrease in provision for impairment expense and
a $60,000 decrease in general and administrative expense.
Total income for the six months ended June 30, 1999 was
approximately $1,150,000 as compared to $1,065,000 for the same six
month period in 1998, an increase of primarily $85,000. The
$85,000 increase in rental income is the result of the higher
occupancy rate at Fortune which was 59% at June 30, 1998 and
increased to 91% at June 30, 1999.
For the six months ended June 30, 1999 total expenses were
$1,081,000 as compared to $2,800,000 for the same six month period
in 1998, a decrease of approximately $1,720,000. The $1,720,000
decrease in total expenses is primarily a result of a $1,564,000
decrease in provision for impairment expense, a $60,000 decrease in
general and administrative expense as a result of a decline in bad
debt expense, and a $70,000 decrease in interest expense primarily
a result of the decrease in the interest rate on the Strawberry
mortgage loan to 7.5% from 9%.
Results of Operations - Three months ended June 30, 1999 and 1998
(Amounts rounded to 000's)
The Partnership generated net income of $6,000 for the three months
ended June 30, 1999 as compared to a net loss of $975,000 for the
same three month period in 1998. The $981,000 increase in net income
resulted primarily from a $30,000 increase in rental income, a
$1,564,000 decrease in provision for impairment expense , a $32,000
decrease in general and administrative expense, and a $37,000
decrease in interest expense.
Total income for the three months ended June 30, 1999 was
$572,000 as compared to $525,000 for the same three month period in
1998, an increase of approximately $47,000. The $47,000 increase
in rental income is primarily the result of the higher occupancy
rate at Fortune which was 59% at June 30, 1998 and increased to 91%
at June 30, 1999.
For the three months ended June 30, 1999 total expenses were
approximately $536,000 as compared to $2,168,000 for the same three
month period in 1998, a decrease of approximately $1,632,000. The
$1,632,000 decrease in total expenses is primarily a result of a
$1,564,000 decrease in provision for impairment expense, a $30,000
decrease in general and administrative expense as a result of a
reduction in bad debt expense, and a $37,000 decrease in interest
expense primarily a result of the decrease in the interest rate on
the Strawberry mortgage loan to 7.5% from 9%.
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 27. Financial Data Schedule.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BY: Brauvin Ventures, Inc.
Corporate General Partner of
Brauvin Real Estate Fund L.P. 4
BY: /s/ Jerome J. Brault
Jerome J. Brault
Chairman of the Board of
Directors and President
DATE: August 16, 1999
BY: /s/ Thomas E. Murphy
Thomas E. Murphy
Chief Financial Officer and
Treasurer
DATE: August 16, 1999