<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1995
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
(Exact name of registrant as specified in its charter)
Delaware 36-3304339
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 South Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
(312) 443-0922
(Registrant's telephone number, including area code)
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)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ X ]
The aggregate sales price of the limited partnership interests of
the registrant (the "Units") to unaffiliated investors of the
registrant was $9,550,000. This does not reflect market value.
This is the price at which the Units were sold to the public.
There is no current market for these Units, nor have any Units
been sold within the last 60 days prior to this filing.
Portions of the Prospectus of the registrant dated February 16,
1984, and filed pursuant to Rule 424(b) under the Securities Act of
1933, as amended, are incorporated by reference into Parts II, III
and IV of this Annual Report on Form 10-K.
<PAGE>
BRAUVIN REAL ESTATE FUND L.P. 4
1995 FORM 10-K ANNUAL REPORT
INDEX
PART I
Page
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . 5
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . .11
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . . . . .12
PART II
Item 5. Market for the Registrant's Limited Partnership
Interests and Related Security Holder Matters. . . . . . . .13
Item 6. Selected Financial Data. . . . . . . . . . . . . . . . . . .14
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . .16
Item 8. Consolidated Financial Statements and
Supplementary Data . . . . . . . . . . . . . . . . . . . . .25
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . . . . .25
PART III
Item 10. Directors and Executive Officers of the
Registrant . . . . . . . . . . . . . . . . . . . . . . . . .26
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . .28
Item 12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . .30
Item 13. Certain Relationships and Related Transactions . . . . . . .30
PART IV
Item 14. Exhibits, Consolidated Financial Statement
Schedules, and Reports on Form 8-K . . . . . . . . . . . . .31
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
<PAGE>
PART I
Item 1. Business.
Brauvin Real Estate Fund L.P. 4 (the "Partnership") is a Delaware
limited partnership formed in April 1984 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. At December 31, 1995, the
Partnership had two rental properties, a 58% interest in a joint
venture which owns a third rental property and a 47% interest in a
joint venture which owns a fourth rental property.
The General Partners originally intended to dispose of the
Partnership's properties approximately five to eight years after
acquisition of each property, with a view toward liquidation of the
Partnership. Due to current real estate market conditions and
economic trends the General Partners instead believe it to be in
the best interest of the Partnership to retain the properties until
such time as the General Partners reasonably believe it is
appropriate to dispose of the Partnership's properties. In order
to make that determination, the General Partners periodically
evaluate market conditions. However, since the limited partnership
agreement (the "Agreement") provides that the Partnership shall
terminate December 31, 2010, unless sooner terminated, the General
Partners shall in no event dispose of the properties after that
date.
The Partnership has no employees.
The Partnership has utilized its proceeds available for
investment towards the acquisition of properties. However, in
seeking disposition opportunities, the Partnership will be
competing for the sale of its properties with many established and
experienced firms, as well as individuals and entities who own
single properties similar to those owned by the Partnership. The
Partnership, therefore, expects keen competition in connection with
the sale of its properties.
Market Conditions/Competition
The Partnership faces active competition in all aspects of its
business and must compete with entities which own properties
similar in type to those owned by the Partnership. Competition
<PAGE>
exists in such areas as attracting and retaining credit worthy
tenants, financing capital improvements and eventually selling
properties. Many of the factors affecting the ability of the
Partnership to compete are beyond the Partnership's control, such
as softened markets caused by an oversupply of similar rental
facilities, declining performance in the economy in which a
property is located, population shifts, reduced availability and
increased cost of financing, changes in zoning laws or changes in
patterns of the needs of users. The marketability of the
properties may also be affected by prevailing interest rates and
existing tax laws. The Partnership will be required to retain
ownership of its properties for periods longer than anticipated at
acquisition or it may refinance, sell or otherwise dispose of
certain properties at times or on terms and conditions that are
less advantageous than would otherwise be the case if such
unfavorable economic or market conditions did not exist.
Market conditions have weakened in several markets resulting in
lower cash flows than were originally anticipated. The Partnership
strives to maximize economic occupancy and, as such, must adjust
rents to attract and retain tenants. One measure of a market's
relative strength or weakness is the current rental rate demanded
by non-anchor tenants. These rates are for tenants who generally
sign leases of three to five years and are an indicator of the
"spot" rental market. Rental rates for non-anchor tenants,
expressed per square foot per year, have fallen at the Memphis,
Tennessee, Raleigh Square property from approximately $12.00 per
square foot in 1993 to approximately $10.00 per square foot in
1995. The Albuquerque, New Mexico office market has experienced an
improvement with respect to both rental rates and occupancies over
the last two years. Occupancy at the Fortune Professional Building
in Albuquerque increased from 79% at December 31, 1994 to 86% on
December 31, 1995. Rental rates at the Fortune property have also
increased during this period from $8.00-$9.00 per square foot in
1994 to $10.00-$11.00 per square foot in 1995. The rates for
non-anchor tenants at Sabal Palm in Palm Bay, Florida have declined
from approximately $16.00 per square foot in 1990 to $12.00 per
square foot in 1995. Similarly, in Strawberry Fields in West Palm
Beach, Florida the rates have declined from approximately $16.00
per square foot in 1988 to approximately $8.00 per square foot in
1995.
The Partnership, by virtue of its ownership of real estate, is
subject to federal and state laws and regulations covering various
environmental issues. Management of the Partnership retains the
<PAGE>
services of third parties who hold themselves out to be experts in
the field to assess a wide range of environmental issues and
conduct tests for environmental contamination. Management believes
that all real estate owned by the Partnership is in full compliance
with applicable environmental laws and regulations.
Item 2. Properties.
The following is a discussion of the rental properties owned and
operated by the Partnership. For the purpose of the information
disclosed in this section the following terms are defined as
follows:
Occupancy Rate: The occupancy rate is defined as the occupied
square footage at December 31, divided by the total rentable
square footage excluding square footage of outparcels, if any.
Average Annual Base Rent Per Square Foot: The average annual
base rent per square foot is defined as the total effective base
rental income for the year divided by the average square feet
occupied excluding outparcels, if any.
Average Square Feet Occupied: The average square feet occupied
is calculated by averaging the occupied square feet at the
beginning of the year with the occupied square feet at the end
of the year excluding outparcels, if any.
The Partnership purchased one rental property and an interest in
two other properties in 1985 (one of which became a 100% interest
in 1988) and an interest in one property in 1986. For further
information, reference is made to Item 8, Consolidated Financial
Statements and Supplementary Data.
As of December 31, 1995, the Partnership owned the properties
described below:
(a) Raleigh Springs Marketplace ("Raleigh Springs")
On June 26, 1985, the Partnership acquired Raleigh Springs, an
approximately 114,000 square foot community shopping center located
in Memphis, Tennessee. Raleigh Springs was constructed in two
phases. Phase I was completed during 1984 and Phase II was
completed in 1985. Raleigh Springs was 94% occupied at December
31, 1995. The national anchor tenants include Toys "R" Us and T.J.
Maxx.
<PAGE>
The Partnership purchased Raleigh Springs for $7,486,800,
consisting of $2,300,000 in cash at closing (plus or minus
prorations) and the assumption of an existing first mortgage loan
on Phase I of $5,186,800. In November 1992, the Partnership
negotiated a modification of the terms of the mortgage on Raleigh
Springs with the lender (the "Modified Loan"). The interest rate
was reduced from 12.75% to 10.00% effective October 1992. Since
November 1992 and through September 1999, principal and interest
payments are based on a 25-year amortization schedule. The
Modified Loan included the August, September and October 1992
mortgage payments. The Modified Loan matures on October 1, 1999.
The occupancy rate and average annual base rent per square foot
at December 31 for the last five years are as follows:
1995 1994 1993 1992 1991
Occupancy Rate 94% 92% 98% 96% 95%
Average Annual Base
Rent Per Square Foot $8.81 $8.68 $8.58 $7.94 $9.26
Raleigh Springs has two tenants which individually occupy ten
percent or more of the rentable square footage. The following is
a summary of the tenant rent roll at December 31, 1995:
Annual Lease
Square Base Expiration Renewal Nature of
Tenant Feet Rent Date Options Business
Toys "R" Us 36,416 $218,496 10/2017 10/5 yrs ea. Toy Store
T.J. Maxx 24,267 182,002 3/96 2/5 yrs ea. Discount
Clothing
Others 46,287 534,815 Various Various
Vacant 7,300 --
114,270 $935,313
T.J. Maxx vacated its space in January 1996 but continued to pay
rent through its lease expiration, March 31, 1996. The space is
currently being marketed both regionally and nationally and there
has been an expression of interest by a national retailer. This
prospective tenant has requested and received a lease proposal and
a set of building plans.
<PAGE>
(b) Fortune Professional Building ("Fortune")
On September 15, 1985, the Partnership acquired an 80% equity
interest in Fortune, a two-story, approximately 28,000 square foot
office building located in Albuquerque, New Mexico. The
Partnership purchased its 80% equity interest in Fortune for
$1,888,000, consisting of approximately $768,000 in cash at closing
and the assumption of 80% of the existing $1,400,000 first mortgage
loan obtained from United of Omaha Life Insurance Company, the
terms of which were modified in November 1989 and again in November
1991. Fortune was 86% occupied at December 31, 1995. Management of
the Partnership is actively marketing the unit that is vacant.
Fortune was constructed in 1982 by the previous owner,
Rademacher, Peixotto and Bradford ("RP&B"), a New Mexico general
partnership. RP&B originally retained a 20% minority interest in
Fortune. Pursuant to the purchase agreement, the Partnership
received 80% of the cash flow after the payment of Fortune's debt
service and RP&B guaranteed a $69,120 annual return through
September 15, 1987.
In 1987, the Partnership instituted legal proceedings against
RP&B for failing to fulfill its obligations to the Partnership, as
discussed above, and RP&B was removed as manager of Fortune. The
Partnership subsequently negotiated a settlement of the litigation
in 1988 whereby RP&B assigned its 20% interest in Fortune to the
Partnership.
The occupancy rate and average annual base rent per square foot
at December 31 for the last five years are as follows:
1995 1994 1993 1992 1991
Occupancy Rate 86% 79% 77% 96% 96%
Average Annual Base
Rent Per Square Foot $10.16 $8.31 $8.58 $7.36 $6.87
Fortune has no tenants which individually occupy ten percent or
more of the rentable square footage. The following is a summary of
the tenant rent roll at December 31, 1995:
<PAGE>
Annual Lease
Square Base Expiration Renewal
Tenant Feet Rent Date Options
Others 23,895 $233,262 Various Various
Vacant 3,930 --
27,825 $233,262
(c) Strawberry Fields Shopping Center ("Strawberry Fields").
On December 12, 1985, the Partnership and Brauvin Real Estate
Fund L.P. 5 ("BREF 5"), an affiliated public real estate limited
partnership, formed a joint venture (the "Strawberry Joint
Venture") to purchase Strawberry Fields located in West Palm Beach,
Florida for $9,875,000. The Partnership has a 58% interest and
BREF 5 has a 42% interest in the joint venture which owns
Strawberry Fields. The purchase was funded with $3,875,000 cash at
closing and $6,000,000 from the proceeds of a first mortgage loan.
In February 1993, the Strawberry Joint Venture finalized a
refinancing of the first mortgage loan on Strawberry Fields (the
"Refinancing") 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 Partnership has 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. From November 1, 1997 through the maturity date, December
1, 1998, the interest rate will revert to the original 9.0% rate.
In 1993, the Strawberry Joint Venture determined that an
impairment to the asset value of Strawberry Fields had occurred and
was the result of deteriorating market conditions caused by an
excess supply of office space. As a result, market rates declined
causing lower than originally anticipated rental collections. The
<PAGE>
property was written down to the Strawberry Joint Venture's best
estimate of the property's fair value. A $1,000,000 provision for
investment property impairment was charged to operations in 1993.
Strawberry Fields is a neighborhood retail development
constructed on an 11.87 acre site in 1985. Strawberry Fields was
initially anchored by Florida Choice, a combination food, drug and
general merchandise chain. In 1987, the Kroger Company ("Kroger")
purchased Family Mart, the original lessee, and renamed the store.
Kroger then closed the Florida Choice store in November 1988;
however, the original lease terms remained in effect and Kroger
continued to pay rent. Although Kroger is obligated to continue to
pay rent through March 31, 2005, the Strawberry Joint Venture has
located and approved a sublease for a replacement tenant, Syms, a
national discount clothing retailer, to sublease the space for the
remainder of the original lease term. Strawberry Fields' main
building contains 101,614 square feet of retail space and is
complemented by two outparcel sites plus an older 5,400 square foot
Uniroyal tire and automotive outlet. The outparcel sites are
leased to Taco Bell, a division of PepsiCo, and Flagler National
Bank. Strawberry Fields was 83% occupied at December 31, 1995.
With the exception of Florida Choice, all leases at Strawberry
Fields are net with each tenant paying its pro rata share of
operating expenses. Local tenant leases and outparcel ground
leases provide for the base rent to be increased in accordance with
the Consumer Price Index. Even though Florida Choice has vacated
the space and the space has been sublet to Syms it is still
required to pay any increases in property taxes and insurance above
the level incurred in 1986 (the first year of operation). Syms is
not required to share in the operating expenses.
The occupancy rate and average annual base rent per square foot
at December 31 for the last five years are as follows:
1995 1994 1993 1992 1991
Occupancy Rate 83% 78% 77% 72% 69%
Average Annual Base
Rent Per Square Foot $7.47 $7.58 $7.13 $7.93 $8.22
Strawberry Fields has one tenant which individually occupies ten
percent or more of the rentable square footage. The following is
a summary of the tenant rent roll at December 31, 1995:
<PAGE>
Annual Lease
Square Base Expiration Renewal Nature of
Tenant Feet Rent Date Options Business
Florida Choice (1)
(sublet by Syms) 54,300 $380,100 3/2005 8/5 yrs ea. Discount
Clothing
Others 29,899 231,198 Various Various
Vacant 17,415 --
101,614 $611,298
(1) Includes Syms and Florida Choice base rent.
(d) Sabal Palm Square ("Sabal Palm")
On October 31, 1986, the Partnership and BREF 5 formed a joint
venture to purchase Sabal Palm, a shopping center in Palm Bay,
Florida, for $5,924,000. The Partnership has a 47% interest in the
joint venture which owns Sabal Palm and BREF 5 has a 53% interest
in the joint venture which owns Sabal Palm. The purchase was
funded with $2,724,000 cash at closing and a $3,200,000 interim
loan. On February 19, 1987, the joint venture obtained a first
mortgage loan in the amount of $3,200,000 collateralized by Sabal
Palm from an unaffiliated lender. The loan was payable interest
only at 9.5% per annum until February 1992, and now requires
payments of principal and interest based on a 30 year amortization
schedule. The remaining balance of the loan is payable in 1997.
Sabal Palm is a neighborhood shopping center consisting of
approximately 82,000 square feet of retail space situated on
approximately 9.7 acres of land. Sabal Palm was constructed in
1985 and is anchored by a Winn Dixie food store and Walgreens.
Winn Dixie completed an approximately 6,500 square foot expansion
in the fourth quarter of 1992. Sabal Palm has several outparcels,
which are not owned by the Partnership, but which add to the
center's appearance and customer activity. Sabal Palm was 99%
occupied at December 31, 1995.
The occupancy rate and average annual base rent per square foot
at December 31 for the last five years are as follows:
1995 1994 1993 1992 1991
Occupancy Rate 99% 99% 92% 94% 90%
Average Annual Base
Rent Per Square Foot $6.59 $6.26 $6.08 $6.18 $6.44
<PAGE>
Sabal Palm has two tenants which individually occupy ten percent
or more of the rentable square footage. The following is a summary
of the tenant rent roll at December 31, 1995:
Annual Lease
Square Base Expiration Renewal Nature of
Tenant Feet Rent Date Options Business
Winn-Dixie 41,983 $142,239 4/2005 5/5 yrs ea. Food Store
Walgreens 13,000 80,503 4/2025 2/5 yrs ea. Drug Store
Others 32,650 355,381 Various Various
Vacant 1,300 --
88,933 $578,123
In the opinion of the General Partners, the Partnership has
provided for adequate insurance coverage of its real estate
investment properties.
Risks of Ownership
The possibility exists that the tenants of the Partnership's
properties may be unable to fulfill their obligations pursuant to
the terms of the leases, including making base rent payments or
percentage rent payments to the Partnership. Such defaults by one
or more of the tenants could have an adverse effect on the
financial situation of the Partnership. Furthermore, the
Partnership may be unable to replace these tenants due to
competition in the market at the time any vacancy occurs.
Additionally, there are costs to the Partnership when replacing
tenants such as leasing commissions and tenant improvements. Such
improvements may require expenditure of Partnership funds otherwise
available for distribution.
Item 3. Legal Proceedings.
On July 22, 1994, a complaint was filed with the Second Judicial
District Court, in the county of Bernalillo, in the state of New
Mexico, against the Partnership and Brauvin Real Estate Fund L.P.
3 ("BREF 3"), (the "Defendants"). United of Omaha Life Insurance
Company (the "Plaintiff") alleges that the Defendants failed and
refused to make payments when due and are in default under the
Modification Agreements, secured by the Fortune Building and a
property in BREF 3, dated November 13, 1991. The Plaintiff
declared due and owing, from the Partnership only, the principal
sum of $1,232,621, together with accrued interest of $480,756, and
non payment of cash flow payments in the amount of $109,777,
<PAGE>
totaling $1,823,154 together with interest from July 22, 1994. On
September 6, 1994, the Partnership filed an answer and
counterclaim. The counterclaim alleges breach of contract and
breach of the duty of good faith and dealing.
On July 18, 1995, the Plaintiff and Defendants agreed to dismiss
all legal actions against each other. Furthermore, the parties
agreed that the Partnership would make an additional payment of
$55,898 to reduce the principal balance of the loan, which it did
on July 24,1995. On August 10, 1995, in compliance with the
agreement, an Order of Dismissal was entered in the Second Judicial
District Court of the State of New Mexico.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
<PAGE> PART II
Item 5. Market for the Registrant's Limited Partnership Interests
and Related Security Holder Matters.
At December 31, 1995, there were approximately 810 Limited
Partners in the Partnership. There is currently no established
public trading market for the Units and it is not anticipated that
a public market for the Units will develop. Bid prices quoted by
"partnership exchanges" vary widely and are not considered a
reliable indication of market value. Neither the Partnership nor
Brauvin Ventures, Inc., (the "Corporate General Partner") will
redeem or repurchase outstanding Units.
Pursuant to the terms of the Agreement, there are restrictions
on the ability of the Limited Partners to transfer their Units. In
all cases, the General Partners must consent to any substitution of
a Limited Partner.
There were no cash distributions to Limited Partners for 1995,
1994 and 1993.
<PAGE>
Item 6. Selected Financial Data.
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1995 1994 1993
Selected Income Statement Data:
Total Income $ 2,207,832 $ 2,175,650 $ 2,122,336
Provision for Investment
Property Impairment -- -- 1,000,000
Net Income (Loss) 48,179 (67,756) (568,068)
Net Income (Loss) Per
Limited Partnership Unit 4.99 (7.02) (58.89)
Selected Balance Sheet Data:
Investment in Joint
Venture 1,003,960 1,019,775 1,085,379
Total Assets 17,141,502 17,368,631 17,785,035
Mortgages Payable 11,983,377 12,155,027 12,314,275
<PAGE>
Item 6. Selected Financial Data - Continued.
Year Ended Year Ended
December 31, December 31,
1992 1991
Selected Income Statement Data:
Total Income $ 1,925,477 $2,109,721
Net Loss (400,947) (292,798)
Net Loss Per Limited
Partnership Unit (41.56) (30.35)
Selected Balance Sheet Data:
Investment in Joint Venture 1,117,373 1,178,004
Total Assets 19,208,298 19,490,206
Mortgages Payable 12,430,014 12,355,273
<PAGE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
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 modification of the mortgages
at more favorable interest rates. See Item 2 for a description of
the mortgage modifications effected to date.
Fortune is located in Albuquerque, New Mexico. In years prior
to 1989, the local market for office space had remained soft and
the property had generated a negative cash flow. The Partnership
therefore modified the mortgage in November 1989 to lower the
monthly debt service payment for a two year period (the "First Loan
Modification"). The difference between the pay rate and the stated
mortgage rate was to be accrued and deferred. In connection with
the Second Loan Modification (defined below), however, the deferred
interest which accrued from October 1, 1989 through September 30,
1991 and the interest thereon from September 1, 1990 through
November 1, 1991 pursuant to the First Loan Modification has been
forgiven.
In November 1991, the Partnership reached an agreement with the
lender to modify the terms of the mortgage loan in a manner which
has allowed the property to operate at a break-even or positive
cash flow level (the "Second Loan Modification"). Pursuant to the
Second Loan Modification, the annual interest rate was reduced from
11.875% to 3% effective as of July 1, 1991. The Partnership made
monthly payments of interest, plus principal payments based upon a
30-year amortization schedule plus 100% of Available Cash Flow
through June 1, 1992. The Partnership made monthly payments of
interest, plus principal payments based upon a 25-year amortization
schedule plus 100% of Available Cash Flow from July 1, 1992 through
June 1, 1993 and now makes principal and interest payments based
upon a 15-year amortization schedule plus 50% of Available Cash
Flow for the period from July 1, 1993 through July 1, 1997. Based
upon the modified terms, the Partnership received a credit in the
approximate amount of $23,000 for overpayments made from July 1,
1991 through December 31, 1991. Fortune is currently operating at
a positive cash flow level and the Partnership is current on its
mortgage payments for the Fortune loan.
<PAGE>
The lender has the option to accelerate the loan maturity on 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
believes that the property currently meets these standards and will
continue to meet these standards. The occupancy level at December
31, 1995 for Fortune was 86%.
Raleigh Springs has steadily generated positive cash flow due to
strong anchor tenant sales and a consistently high occupancy level.
While the Memphis retail market weakened as a result of current
conditions, the center has attracted several new tenants to replace
those whose leases had expired. In August 1992, one of the two
anchor tenants, Children's Place, filed for bankruptcy and vacated
the center. In November 1992, the Partnership leased this space to
a national retailer, Toys "R" Us, to fill the vacancy. At December
31, 1995, the occupancy level at Raleigh Springs was 94%. T.J.
Maxx, an anchor tenant, vacated its space in January 1996 but
continued to pay rent through its lease expiration, March 31, 1996.
The space is currently being marketed both regionally and
nationally and there has been an expression of interest by a
national retailer. This prospective tenant has requested and
received a lease proposal and a set of building plans. At March
31, 1996, the occupancy level at Raleigh Springs was 75%.
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 capitalizes 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 March 31, 2005. Customer traffic at Strawberry
Fields has increased with the draw of Syms, making vacant space
more marketable. Although Strawberry Fields continued to generate
negative operating cash flow in 1995 when compared to the negative
<PAGE>
operating cash flow in 1994 the property has shown an improvement
due to the occupancy increase from 78% at December 31, 1994 to 83%
at December 31, 1995. 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.
In 1993, the Strawberry Joint Venture determined that an
impairment to the asset value of Strawberry Fields had occurred and
was the result of deteriorating market conditions caused by an
excess supply of retail rental space. As a result, market rates
declined causing lower than originally anticipated rental
collections. The property was written down to the Strawberry Joint
Venture's best estimate of the property's fair value. A $1,000,000
provision for investment property impairment was charged to
operations in 1993.
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. As of November 1, 1997 and through the maturity date,
December 1, 1998, the interest rate will revert to the original
9.0% rate.
At Sabal Palm, the Partnership and its joint venture partner are
working to sustain the occupancy level of the shopping center which
stood at 99% as of December 31, 1995. Although the Sabal Palm
retail market appears to be over built, the occupancy level of the
building has stayed relatively steady and it has generated positive
cash flow since the joint venture acquired the property in 1986.
See Item 2 for a detailed description of the Partnership's
properties.
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
<PAGE>
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 refinancings 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
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 market conditions, all beyond the control
of the Partnership and its General Partners, have effected the real
estate industry since the late 1980's and have combined to cause
severe economic hardships for real estate owners. Some of the
specific market conditions are as follows:
The savings and loan crisis resulted in the creation of
the Resolution Trust Corp. (RTC). The RTC sponsored
auctions where large blocks of properties were sold at
distressed prices. The low price paid by the new owners
enabled them to reduce asking rental rates resulting in
significantly lower market rents for all competing
properties.
The emergence of "Category Killer" retailers who
occupied large "Box" spaces in new developments know as
"Power Centers" attracted tenants from the smaller and
more traditional "Community Centers" resulting in
increased vacancies and downward pressure on market
rental rates.
The continuing softness in retail sales has resulted in
store closings. This has in turn resulted in increased
vacancies and an overall softness in demand for retail
space which results in downward pressure on market rents.
These conditions have generally adversely impacted the
Partnership's property economics. Rental and occupancy rates have
generally improved over the past year at all remaining properties;
however, they remain below where they were when the properties were
<PAGE>
acquired. The specific impact of these economic conditions on 1995
and 1994 results are discussed in the section "Results of
Operations - 1995 Compared to 1994", below.
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. In such instances, the terms of the restructuring
agreement generally provide the lender with the potential for
recovering forgone economic benefits at the time the property is
sold or refinanced. 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 ("Management" 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.
<PAGE>
Results of Operations - 1995 Compared to 1994
(Amounts Rounded in 000's)
The Partnership earned net income of $48,000 in 1995 compared to
a net loss of $68,000 in 1994. The $116,000 increase in the net
income was a result of an increase of $33,000 in total income, a
decrease of $36,000 in total expenses and an increase in Sabal
Palm's net income of $43,000.
The Partnership's total income was $2,208,000 in 1995 as compared
to $2,175,000 in 1994, an increase of $33,000. Rental income
increased by $30,000 for the year ended December 31, 1995 as
compared to the year ended December 31, 1994. The increase of
rental income was primarily a result of rental income increasing at
Fortune by $52,000. This increase at Fortune was attributable to
an increase of occupancy which at December 31, 1994 was 79% and at
December 31, 1995 was 86%. Interest income increased $18,000 in
1995 as compared to 1994 as a result of investing the Partnership's
cash in Euro Currency investments.
Total expenses incurred in 1995 were $2,328,000 compared to
$2,364,000 in 1994 a decrease of $36,000. The $36,000 decrease was
a result of all expenses decreasing slightly for the year ended
December 31, 1995 compared to the year ended December 31, 1994.
This was a result of the Partnership's efforts to curtail expenses
at each of the properties.
A summary of the changes in income and expense items for the year
ended December 31, 1995 as compared to December 31, 1994, is
detailed in the following schedule.
<PAGE>
YEAR ENDED DECEMBER 31, 1995
AS COMPARED TO
YEAR ENDED DECEMBER 31, 1994
Increase
(Decrease) Increase
Increase in Costs (Decrease)
(Decrease) and in Net
in Income Expenses Income
[000's Omitted]
Income:
Rental $ 30 $ -- $ 30
Interest 18 -- 18
Other (15) -- (15)
Total Income 33 -- 33
Expenses:
Mortgages and other interest -- (23) 23
Depreciation -- (1) 1
Real estate taxes -- 7 (7)
Other property operating -- (2) 2
Repairs and maintenance -- 3 (3)
General and administrative -- (20) 20
Total Expenses -- (36) 36
Income before participation
in Joint Ventures 33 (36) 69
Equity interest in affiliated
Joint Venture 43 -- 43
Minority Interest's share
of affiliated Joint Venture 4 -- 4
Net Income $ 80 $(36) $116
<PAGE>
Results of Operations - 1994 Compared to 1993
(Amounts Rounded in 000's)
The Partnership incurred a net loss of $68,000 in 1994 compared
to a net loss of $568,000 in 1993. The $500,000 decrease in the
net loss resulted primarily as a result of the $1,000,000 provision
for investment property impairment on Strawberry Fields (the
Partnership's share of the loss was $580,000) in 1993.
The Partnership's total income was $2,175,000 in 1994 as compared
to $2,122,000 in 1993 an increase of $53,000. Rental income
increased by $56,000 as a result of a slight increase in the
occupancies at the Partnership's properties.
Total expenses incurred in 1994 were $2,364,000 compared to
$3,241,000 in the prior year, a decrease of $877,000. The major
cause for the decrease was the $1,000,000 provision for investment
property impairment on Strawberry Fields (the Partnership's share
of the loss was $580,000) in 1993.
A summary of the changes in income and expense items for the year
ended December 31, 1994 as compared to December 31, 1993, is
detailed in the following schedule.
<PAGE>
YEAR ENDED DECEMBER 31, 1994
AS COMPARED TO
YEAR ENDED DECEMBER 31, 1993
Increase
(Decrease) (Increase)
Increase in Costs Decrease
(Decrease) and in Net
in Income Expenses Loss
[000's Omitted]
Income:
Rental $ 56 $ -- $ 56
Interest 3 -- 3
Other (6) -- (6)
Total Income 53 -- 53
Expenses:
Mortgages and other interest -- 43 (43)
Depreciation -- (26) 26
Real estate taxes -- 36 (36)
Other property operating -- (60) 60
Repairs and maintenance -- 18 (18)
General and administrative -- 112 (112)
Provision for investment
property impairment -- (1,000) 1,000
Total Expenses -- (877) 877
Loss before participation
in Joint Ventures 53 (877) 930
Equity interest in
affiliated Joint Venture 13 -- 13
Minority Interest's share
of affiliated Joint
Venture (443) -- (443)
Net Loss $(377) $ (877) $ 500
<PAGE>
Item 8. Consolidated Financial Statements and Supplementary Data
See Index of Consolidated Financial Statements and Schedule on
Page F-1 and S-1 of this Form 10-K for consolidated financial
statements and financial statement schedule, where applicable.
The financial information required in Item 302 of Regulation S-K
is not applicable.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
There have been no changes in accountants or reported
disagreement on any matter of accounting principals, practices or
financial statement disclosure.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Partnership.
The General Partners of the Partnership are:
Brauvin Ventures, Inc., an Illinois corporation
Mr. Jerome J. Brault, individually
Mr. Cezar M. Froelich, individually
Brauvin Ventures, Inc. was formed under the laws of the State of
Illinois in 1983, with its issued and outstanding shares being
owned by A.G.E. Realty Corporation, Inc. (50%), and Messrs. Jerome
J. Brault (beneficially) (25%) and Cezar M. Froelich (25%).
The principal officers and directors of the Corporate General
Partner are:
Mr. Jerome J. Brault . . . . . . . .Chairman of the Board of Directors,
Director and President
Mr. James L. Brault. . . . . . . . . . . . Vice President and Secretary
Mr. Robert J. Herleth. . . . . . . . . . . .Vice President and Director
Mr. David W. Mesker. . . . . . . . . . . . . . . . . . . . . . Director
Mr. Thomas J. Coorsh . . . . . . .Treasurer and Chief Financial Officer
The business experience during the past five years of the General
Partners, officers and directors is as follows:
Mr. Jerome J. Brault (age 62) is Director, Chairman of the Board
and President of Brauvin Properties, Inc., Brauvin Realty
Properties, Inc., Brauvin Realty Partners, Inc., Brauvin Ventures,
Inc., Brauvin Associates, Inc., Brauvin 6, Inc., Brauvin Advisory
Services, Inc., Brauvin Securities Inc. and Brauvin Restaurant
Properties, Inc. He is Director, President, Chairman of the Board,
Chief Executive Officer and Secretary of Brauvin Management Company
and Brauvin Financial, Inc. He is President and Director of
Brauvin, Inc. He is also Director, President, Chairman of the
Board and Chief Executive Officer of Brauvin Chili's Inc., Brauvin
Realty Services, Inc., Brauvin Realty Advisors, Inc., Brauvin
Realty Advisors II, Inc., Brauvin Realty Advisors III, Inc.,
Brauvin Realty Advisors IV, Inc., Brauvin Net Lease V, Inc., and
Brauvin Realty Advisors V, L.L.C., as well as an individual general
partner in seven other affiliated public limited partnerships.
<PAGE>
Prior to Mr. Brault's affiliation with the Brauvin organization, he
was the Chief Operating Officer of Burton J. Vincent, Chesley &
Company, a New York Stock Exchange member firm. He is the father
of James L. Brault, officer of certain affiliated Brauvin entities.
Mr. Cezar M. Froelich (age 50) is a principal with the Chicago
law firm of Shefsky Froelich & Devine Ltd., which acts as counsel
to the General Partners, the Partnership and certain of their
affiliates. His practice has been primarily in the fields of
securities and real estate and he has acted as legal counsel to
various public and private real estate limited partnerships,
mortgage pools and real estate investment trusts. Mr. Froelich is
an individual general partner in seven other affiliated public
limited partnerships and a shareholder in Brauvin Management
Company and Brauvin Financial Inc. Mr. Froelich resigned as a
director of the corporate general partner in December 1994.
Mr. James L. Brault (age 35) is a Vice President and Secretary
of Brauvin Chili's, Inc., Brauvin Properties, Inc., Brauvin Realty
Properties, Inc., Brauvin Realty Partners, Inc., Brauvin Ventures,
Inc., Brauvin 6, Inc., Brauvin Realty Advisors, Inc., Brauvin
Realty Advisors II, Inc., Brauvin Realty Advisors III, Inc.,
Brauvin Associates Inc., Brauvin Inc., Brauvin Securities, Inc. and
Brauvin Restaurant Properties, Inc. He is Executive Vice President
and Secretary of Brauvin Advisory Services, Inc. He is also
Executive Vice President, Secretary and Director of Brauvin Realty
Advisors IV, Inc., Brauvin Net Lease V, Inc., and Brauvin Realty
Advisors V, L.L.C. Additionally, he is the Executive Vice
President and Assistant Secretary of Brauvin Management Company and
Brauvin Financial, Inc., as well as a Director of Brauvin
Financial, Inc. Prior to joining the Brauvin organization in May
1989, he was a Vice President of the Commercial Loan Division of
the First National Bank of Chicago, based in their Washington, D.C.
office. Mr. Brault joined the First National Bank of Chicago in
1983 and his responsibilities included the origination and
management of commercial real estate loans, as well as the direct
management of a loan portfolio in excess of $150,000,000. Mr.
Brault is a son of Mr. Jerome J. Brault, the managing general
partner of the Partnership.
Mr. Robert J. Herleth (age 43) is a Vice President and Director
of Brauvin Properties, Inc., Brauvin Realty Properties, Inc.,
Brauvin Realty Partners, Inc., Brauvin Ventures, Inc., and Brauvin
6, Inc. He joined A.G. Edwards & Sons, Inc. in 1980 and presently
serves as a Vice President of A.G.E. Realty Corp. Mr. Herleth is
<PAGE>
also a director and officer of Gull-AGE Capital Group and its
subsidiaries.
Mr. David W. Mesker (age 64) is a Director of Brauvin Properties,
Inc., Brauvin Realty Properties, Inc., Brauvin Realty Partners,
Inc., Brauvin Ventures, Inc. and Brauvin 6, Inc. Mr. Mesker is
presently a Senior Vice President of A.G. Edwards & Sons, Inc. and
a Director and officer of Gull-AGE Capital Group and its
subsidiaries.
Mr. Thomas J. Coorsh (age 46) is the Treasurer and Chief
Financial Officer of Brauvin Chili's, Inc., Brauvin Properties,
Inc., Brauvin Realty Properties, Inc., Brauvin Realty Partners,
Inc., Brauvin Ventures, Inc., Brauvin 6, Inc., Brauvin Realty
Advisors, Inc., Brauvin Realty Advisors II, Inc., Brauvin Realty
Advisors III, Inc., Brauvin Realty Advisors IV, Inc., Brauvin Net
Lease V, Inc., Brauvin Realty Advisors V, L.L.C., Brauvin
Management Company, Brauvin Financial, Inc., Brauvin Securities,
Inc., Brauvin Inc., Brauvin Associates, Inc., Brauvin Advisory
Services, Inc. and Brauvin Restaurant Properties, Inc. He is
responsible for the overall financial management of Brauvin
Management Company, Brauvin Financial, Inc. and related
partnerships. He is responsible for partnership accounting and
financial reporting to regulatory agencies. From May 1992 until
joining Brauvin in November of 1993, Mr. Coorsh was self-employed
as a business consultant. Between 1990 and 1992, Mr. Coorsh was
the senior vice president of finance and chief accounting officer
for Lexington Homes, a large, Illinois home builder. In 1990 Mr.
Coorsh left The Balcor Company, a major real estate syndicator,
property manager and lender to join Lexington Homes. Mr. Coorsh
began work at The Balcor Company in 1985 and his most recent
position was first vice president - finance. Mr. Coorsh's
responsibilities at Balcor included property management accounting
and finance; treasury; and financial and strategic planning.
Before joining Balcor, Mr. Coorsh held financial positions with
several large, public corporations headquartered in the Chicago
metropolitan area. Mr. Coorsh is a Certified Public Accountant.
Item 11. Executive Compensation.
(a & b) The Partnership is required to pay certain fees, make
distributions and allocate a share of the profits and losses of the
Partnership to the Corporate General Partner as described under the
caption "Compensation Table" on pages 10 to 12 of the Partnership's
Prospectus, as supplemented, and the sections of the Agreement
<PAGE>
entitled "Distributions of Operating Cash Flow," "Allocation of
Profits, Losses and Deductions," "Distribution of Net Sale or
Refinancing Proceeds" and "Compensation of General Partners and
Their Affiliates" on pages A-9 to A-12 of the Agreement attached as
Exhibit A to the Partnership's Prospectus. The relationship of the
Corporate General Partner (and its directors and officers) to its
affiliates is set forth above in Item 10. Reference is also made
to Notes 3 and 5 of the Notes to Consolidated Financial Statements
filed with this annual report for a description of such
distributions and allocations.
The General Partners received an allocation of the Partnership's
loss for 1995, 1994 and 1993. An affiliate of the General Partners
received Acquisition Fees (as such term is defined in the
Agreement) in connection with the real property investments made by
the Partnership in 1985 and 1986 in the aggregate amount of
$940,300.
An affiliate of the General Partners of the Partnership is
reimbursed for its direct expenses relating to the administration
of the Partnership.
The Partnership does not have any employees and therefore there
is no compensation paid.
(c, d, e & f) Not applicable.
(g) The Partnership has no employees and pays no
employee or director compensation.
(h & i) Not applicable.
(j) Compensation Committee Interlocks and Insider
Participation. Since the Partnership had no
employees, it did not have a compensation
committee and is not responsible for the
payment of any compensation.
(k) Not applicable.
(l) Not applicable.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) No person or group is known by the Partnership to own
beneficially more than 5% of the outstanding Units of the
Partnership.
(b) The officers and directors of the Corporate General
Partner of the Partnership do not, individually or as a
group, own any Units.
(c) The Partnership is not aware of any arrangements, the
operations of which may result in a change of control of
the Partnership.
No officer or director of the Corporate General Partner possesses
a right to acquire beneficial ownership of Units. The General
Partners will share in the profits, losses and distributions of the
Partnership as outlined in Item 11, "Executive Compensation."
Item 13. Certain Relationships and Related Transactions.
(a & b) The Partnership is entitled to engage in various
transactions involving affiliates of the Corporate General Partner
of the Partnership, as described in the section of the
Partnership's Prospectus, as supplemented, entitled "Compensation
Table" and "Conflicts of Interest" at pages 10 to 15 and the
section of the Agreement entitled "Rights, Duties and Obligations
of General Partners" at pages A-14 to A-17. The relationship of
the Corporate General Partner to its affiliates is set forth in
Item 10. Cezar M. Froelich is an individual general partner of the
Partnership and is also principal of the law firm of Shefsky
Froelich & Devine Ltd., which firm acts as securities and real
estate counsel to the Partnership. Reference is made to Note 5 of
the Notes to Consolidated Financial Statements for a summary of
transactions with affiliates.
(c) No management persons are indebted to the Partnership.
(d) There have been no transactions with promoters.
<PAGE>
PART IV
Item 14. Exhibits, Consolidated Financial Statement Schedules, and
Reports on Form 8-K.
(a) The following documents are filed as part of this report:
(1) (2) Consolidated Financial Statements and Schedules.
(See Index to Consolidated Financial Statements
filed with this annual report).
(3) Exhibits required by the Securities and Exchange
Commission Regulation S-K Item 601:
Exhibit No. Description
*3.(a) Restated Limited Partnership
Agreement
*3.(b) Articles of Incorporation of Brauvin
Ventures, Inc.
*3.(c) By-Laws of Brauvin Ventures, Inc.
*3.(d) Amendment to the Certificate of
Limited Partnership of the
Partnership
*10.(a) Escrow Agreement
*10.(b)(1) Management Agreement
27. Financial Data Schedule
*28. Pages 10-15, A-9 to A-12 and A-14 to
A-17 of the Partnership's Prospectus
and the Agreement dated March 1,
1985, as supplemented.
* Incorporated by reference from the exhibits filed with the
Partnership's registration statement (File No. 2-88609) on Form
S-11 filed under the Securities Act of 1933.
(b) The Partnership did not file any report on Form 8-K during the
fourth quarter of 1995.
(c) An annual report for the fiscal year 1995 will be sent to the
Limited Partners subsequent to this filing and the Partnership will
furnish such reports to the Securities and Exchange Commission when
it is sent at that time.
(d) See financial statements for Brauvin/Sabal Palm Square
Associates on page S-1.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
BRAUVIN REAL ESTATE FUND L.P. 4
BY: Brauvin Ventures, Inc.
Corporate General Partner
By: /s/ Jerome J. Brault
Jerome J. Brault
Chairman of the Board of
Directors and President
By: /s/ James L. Brault
James L. Brault
Vice President and Secretary
By: /s/ Robert J. Herleth
Robert J. Herleth
Vice President and Director
By: /s/ David W. Mesker
David W. Mesker
Director
By: /s/ Thomas J. Coorsh
Thomas J. Coorsh
Chief Financial Officer and
Treasurer
INDIVIDUAL GENERAL PARTNERS
/s/ Jerome J. Brault
Jerome J. Brault
/s/ Cezar M. Froelich
Cezar M. Froelich
Dated: March 29, 1996
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
Page
Report of Independent Auditors . . . . . . . . . . . . . . . . . . F-2
Consolidated Balance Sheets, December 31, 1995
and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Statements of Operations, for the years
ended December 31, 1995, 1994, and 1993. . . . . . . . . . . . . F-4
Consolidated Statements of Partners' Capital, for
the years ended December 31, 1995, 1994 and 1993 . . . . . . . . F-5
Consolidated Statements of Cash Flows, for the years
ended December 31, 1995, 1994 and 1993 . . . . . . . . . . . . . F-6
Notes to Consolidated Financial Statements . . . . . . . . . . . . F-7
Schedule III -- Real Estate and Accumulated
Depreciation, December 31, 1995. . . . . . . . . . . . . . . . . F-15
All other schedules provided for in Item 14(a)(2) of Form 10-K are
either not required, or are inapplicable, and therefore have been
omitted or equivalent information has been included herein.
<PAGE>
Report of Independent Auditors
To the Partners of
Brauvin Real Estate Fund L.P. 4
We have audited the accompanying consolidated balance sheets of
Brauvin Real Estate Fund L.P. 4 as of December 31, 1995 and 1994,
and the related consolidated statements of operations, partners'
capital, and cash flows for each of the three years in the period
ended December 31, 1995. Our audits also included the financial
statement schedule listed in the Index at Item 14(a). These
financial statements and schedule are the responsibility of the
Partnership's management. Our responsibility is to express an
opinion on these financial statements and schedule based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Brauvin Real Estate Fund L.P. 4 at December 31, 1995
and 1994, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended
December 31, 1995, in conformity with general accepted accounting
principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial
statements taken as whole, presents fairly in all material respects
the information set forth therein.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
March 8, 1996
<PAGE>
CONSOLIDATED BALANCE SHEETS
December 31, December 31,
1995 1994
ASSETS
Cash and cash equivalents $ 508,304 $ 404,347
Tenant receivables
(net of allowance of $50,152
in 1995 and $19,204 in 1994) 167,296 45,979
Escrow deposits 96,748 147,988
Other assets 40,996 56,922
Due from affiliates 52,901 --
Investment in affiliated joint venture 1,003,960 1,019,775
1,870,205 1,675,011
Investment in real estate, at cost:
Land 4,035,301 4,035,301
Buildings 16,213,855 16,195,230
20,249,156 20,230,531
Less: accumulated depreciation (4,977,859) (4,536,911)
Total investment in real estate, net 15,271,297 15,693,620
Total Assets $17,141,502 $17,368,631
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Accounts payable and accrued expenses $ 119,148 $ 124,588
Security deposits 43,484 40,013
Mortgages payable 11,983,377 12,155,027
Total Liabilities 12,146,009 12,319,628
Minority interest in affiliated
joint venture 610,490 712,179
Partners' capital
General Partners (16,353) (16,835)
Limited Partners (9,550 limited
partnership units issued and
outstanding) 4,401,356 4,353,659
Total Partners' Capital 4,385,003 4,336,824
Total Liabilities and
Partners' Capital $17,141,502 $17,368,631
See accompanying notes to consolidated financial statements
<PAGE> CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1995 1994 1993
INCOME
Rental $1,896,239 $1,866,121 $1,810,409
Interest 26,996 9,426 6,201
Other, primarily
expense reimbursements 284,597 300,103 305,726
Total income 2,207,832 2,175,650 2,122,336
EXPENSES
Interest 1,074,732 1,098,025 1,055,001
Depreciation 440,948 442,300 468,019
Real estate taxes 272,931 265,751 230,256
Repairs and maintenance 48,153 44,968 26,951
Other property operating 217,863 220,376 280,222
General and
administrative 273,150 293,127 180,779
Provision for investment
property impairment -- -- 1,000,000
Total expenses 2,327,777 2,364,547 3,241,228
Equity in net income
from an affiliated
joint venture 66,435 22,991 9,319
Loss before minority
interest's share in
affiliated joint
venture (53,510) (165,906) (1,109,573)
Minority interest's
share of affiliated
joint venture 101,689 98,150 541,505
Net Income (Loss) $ 48,179 $ (67,756) $ (568,068)
NET INCOME (LOSS) ALLOCATED TO:
GENERAL PARTNERS $ 482 $ (678) $ (5,681)
LIMITED PARTNERS 47,697 (67,078) (562,387)
$ 48,179 $ (67,756) $ (568,068)
NET INCOME (LOSS) PER
LIMITED PARTNERSHIP
INTEREST (9,550 UNITS) $ 4.99 $ (7.02) $ (58.89)
See accompanying notes to consolidated financial statements
<PAGE>
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
Years Ended December 31, 1995, 1994 and 1993
General Limited
Partners Partners Total
BALANCE at January 1, 1993 $(10,476) $4,983,124 $4,972,648
Net loss (5,681) (562,387) (568,068)
BALANCE at December 31, 1993 (16,157) 4,420,737 4,404,580
Net loss (678) (67,078) (67,756)
BALANCE at December 31, 1994 (16,835) 4,353,659 4,336,824
Net income 482 47,697 48,179
BALANCE at December 31, 1995 $(16,353) $4,401,356 $4,385,003
See accompanying notes to consolidated financial statements
<PAGE> CONSOLIDATED STATEMENTS OF CASH FLOW
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1995 1994 1993
Cash Flow From Operating Activities:
Net income (loss) $ 48,179 $(67,756) $(568,068)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Equity interest in joint venture
net income (66,435) (22,991) (9,319)
Minority interest's share of
affiliated joint venture's
net loss (101,689) (98,150) (541,505)
Provision for investment property
impairment -- -- 1,000,000
Provision for doubtful accounts 35,281 59,150 50,950
Depreciation 440,948 442,300 468,019
Amortization 18,918 18,918 18,979
Changes in operating assets and liabilities:
(Increase) decrease in tenant
receivables, net (156,598) 18,100 (66,162)
Decrease (increase) in escrow
deposits 51,240 (38,974) 122,792
(Increase) decrease in due from
affiliates (52,901) 29,747 (29,747)
Increase in other assets (2,992) (1,439) (2,028)
Decrease in accounts payables
and accrued expenses (5,440) (104,516) (271,047)
Increase (decrease) in security
deposits 3,471 (3,534) 1,864
Net cash provided by operating
activities 211,982 230,855 174,728
Cash Flow From Investing Activities:
Capital expenditures (18,625) (49,307) (68,547)
Cash distribution from joint
ventures 82,250 88,595 41,313
Contribution from Minority Partner
of affiliated joint venture -- 16,800 71,232
Net cash provided by investing
activities 63,625 56,088 43,998
Cash Flow From Financing Activities:
Repayment of mortgages (171,650) (159,248) (115,739)
Loan fees -- -- (68,434)
Cash used in financing activities (171,650) (159,248) (184,173)
Net increase in cash and cash
equivalents 103,957 127,695 34,553
Cash and cash equivalents at
beginning of year 404,347 276,652 242,099
Cash and cash equivalents at
end of year $ 508,304 $ 404,347 $ 276,652
See accompanying notes to consolidated financial statements
<PAGE>
(1) 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., Jerome J. Brault and Cezar M. Froelich.
Brauvin Ventures, Inc. is owned by A.G.E. Realty Corporation (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.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The accompanying consolidated financial statements have been
prepared using the accrual method of accounting.
Income Taxes
A partnership is not subject to the payment of Federal or State
income taxes because components of its income and expenses flow
through directly to the partners. For tax purposes, the net
carrying value of the real estate for the Partnership is
$12,047,079.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in
the financial statements and accompanied notes. Actual results
could differ from those estimates.
Consolidation of Joint Venture Partnership
The Partnership owns a 58% controlling interest in an affiliated
joint venture which acquired Strawberry Fields Shopping Center and
<PAGE>
a 47% interest in an affiliated joint venture which acquired Sabal
Palm Square Shopping Center (See Note 7). The accompanying
consolidated financial statements have consolidated 100% of the
assets and liabilities of the Strawberry Fields Shopping Center.
In 1994 and 1993 the Partnership and its joint venture partner
("BREF 5") contributed cash to Strawberry Fields to cover cash flow
operating deficiencies. BREF 5's portion of this contribution is
shown as "contribution from minority partner of affiliated joint
venture" on the cash flow statement. 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. The investment
in the Sabal Palm Square Shopping Center has been recorded using
the equity method. All intercompany items and transactions have
been eliminated.
Property
The Partnership's rental properties are stated at cost adjusted
for acquisition costs, leasing commissions, tenant improvements and
net of provision for write-down. 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 4).
In March 1995, the FASB issued Statement No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of, which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying
amount. Statement No. 121 also addresses the accounting for long-
lived assets that are expected to be disposed of. The adoption of
SFAS No. 121 by the Partnership had no effect on the financial
statements for 1995.
Fair Value of Financial Instruments
The Partnership adopted SFAS No. 107 in 1995, which requires
entities to disclose the fair value of financial assets and
liabilities for which it is practicable to estimate. Fair value is
<PAGE>
defined in SFAS No. 107 as the amount at which the instrument could
be exchanged in a current transaction between willing parties,
other than a forced or liquidation sale. The financial assets and
liabilities of the Partnership include cash and cash equivalents,
due from affiliates, tenant receivables, investment in joint
venture, accounts payable and mortgages payable.
At December 31, 1995, the Partnership believes the carrying
amount of its financial instruments, not including long-term debt
or investment in joint venture, approximates the fair value due to
relatively short maturity of these instruments. The mortgages
payable are believed to have a fair value which approximates the
carrying amount based upon i)recent modifications of the terms of
existing loans and ii) the variable rates offered for debt of
similar instrument in the market for the remaining maturities. The
aggregate fair values presented do not represent the underlying
fair value of the Partnership. It was not practicable to estimate
the fair value of the Partnership's investment in joint venture
because of the lack of a quoted market price and the inability to
estimate the fair value without incurring excessive costs. The
Partnership believes the investment is not impaired. The
Partnership has no other significant financial instruments.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with a
maturity of 90 days or less when purchased to be a cash equivalent.
Reclassifications
Certain amounts in the 1994 and 1993 financial statements have
been reclassified to conform to the 1995 presentation. This has
not affected the previously reported results of operations.
(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
<PAGE>
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, 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 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 December 31, 1995, the Preferential Distribution Deficiency
equaled $8,487,565.
<PAGE>
(4) MORTGAGES PAYABLE
Mortgages payable at December 31, 1995 and 1994 consist of the
following:
Interest Date
1995 1994 Rate Due
Raleigh Springs
Marketplace $ 4,981,633 $ 5,042,203 (a)10.0% 10/99
Fortune Professional
Building 1,058,127 1,157,207 (b)3.0% 07/97
Strawberry Fields 5,943,617 5,955,617 (c)7.5% 12/98
$11,983,377 $12,155,027
Maturities of the mortgages payable are as follows:
1996 $ 294,409
1997 1,197,461
1998 5,732,365
1999 4,759,142
$11,983,377
(a) Monthly principal and interest payments are based on a 25-year
amortization schedule.
(b) The Partnership has made or will make monthly payments of
interest and principal payments 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 has 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 property
currently meets these standards.
(c) In February 1993, the Partnership and its joint venture
partner (the "Strawberry Joint Venture"), finalized a refinancing
of the first mortgage loan on Strawberry Fields (the "Refinancing")
<PAGE>
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 has 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. From November 1, 1997 through the maturity date, December
1, 1998, the interest rate will revert to the original 9.0% rate.
The Partnership is required to make balloon mortgage payments for
Fortune in the amount of $931,991 on July 1, 1997 and for
Strawberry Fields in the amount of $5,437,606 at December 1, 1998.
Raleigh Springs, Fortune and Strawberry Fields serve as collateral
under the respective nonrecourse debt obligations.
The Partnership paid interest on all of its mortgages of
$1,064,193, $1,072,313 and $1,221,642 in 1995, 1994 and 1993,
respectively.
(5) TRANSACTIONS WITH AFFILIATES
Fees and other expenses paid to the General Partners or their
affiliates for the years ended December 31, 1995, 1994 and 1993
were as follows:
1995 1994 1993
Management fees $127,198 $125,165 $114,955
Reimbursable office expenses 104,430 135,098 105,143
Legal fees 365 2,551 30,743
<PAGE>
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 $7,507 and $7,803 for legal
services, as of December 31, 1995 and 1994, respectively.
(6) OPERATING LEASES
The following is a schedule of future minimum rental payments due
to the Partnership under operating leases that have initial or
remaining noncancelable lease terms in excess of one year as of
December 31, 1995:
Year ending December 31:
1996 $ 1,618,775
1997 1,334,670
1998 1,073,121
1999 878,999
2000 775,951
Thereafter 5,561,705
Total $11,243,221
Rental income received from Toys "R" Us and T.J. Maxx tenants at
Raleigh and Florida Choice (including the Syms sublet) tenant at
Strawberry Fields approximate 12.2%, 10.2% and 21.3% respectively
of rental income for the Partnership for the year ended December
31, 1995. For the years ended December 31, 1994 and 1993, rental
income received from Toys "R" Us, T.J. Maxx and Florida Choice were
approximately 12.6%, 10.6% and 22.1% and approximately 12.9%, 10.7%
and 21.1%, respectively.
<PAGE>
(7) EQUITY INVESTMENT
The Partnership owns a 47% interest in Sabal Palm and accounts
for its investment under the equity method. The following are
condensed financial statements for Sabal Palm:
BALANCE SHEETS:
December 31, December 31,
1995 1994
Land, building and personal
property, net $5,114,800 $5,249,787
Other assets 200,298 115,204
$5,315,098 $5,364,991
Mortgage payable $3,113,064 $3,138,864
Other liabilities 62,277 52,722
3,175,341 3,191,586
Partners' capital 2,139,757 2,173,405
$5,315,098 $5,364,991
INCOME STATEMENTS:
Years Ended December 31,
1995 1994 1993
Rental income $694,020 $644,317 $587,337
Other income 136,732 87,240 92,240
830,752 731,557 679,577
Mortgage and other interest 301,664 299,293 301,854
Depreciation 134,987 135,460 140,432
Operating and administrative
expenses 252,749 247,888 217,463
689,400 682,641 659,749
Net income $141,352 $ 48,916 $ 19,828
<PAGE>
<TABLE>
SCHEDULE III
BRAUVIN REAL ESTATE FUND L.P. 4
(a Delaware limited partnership)
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
<CAPTION> Gross Amount at Which Carried
Initial Cost (a) at Close of Period (b)
Buildings, Buildings,
Personal Cost of Personal
Property and Subsequent Property and
Accumulated
Description Location Encumbrances (c) Land Improvements Improvements Land
Improvements Total Depreciation (b)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<C>
Raleigh Springs
Marketplace Tennessee $ 4,981,633 $1,577,413 $ 6,309,654 $213,102 $1,577,413 $
6,522,756 $ 8,100,169 $1,968,826
Fortune Professional
Building (e) New Mexico 1,058,127 506,667 2,026,671 143,580 460,678
1,986,291 2,446,969 706,059
Strawberry Fields
Shopping Center Florida 5,943,617 2,197,845 8,500,213 3,960 1,997,210
7,704,808 9,702,018 2,302,974
$11,983,377 $4,281,925 $16,836,538 $360,642 $4,035,301
$16,213,855 $20,249,156 $4,977,859
<FN>
<F1>
NOTES:
(a) The cost of this real estate is $21,249,156 for tax purposes. Buildings are depreciated over
31.5 years and personal
property over 5 years using the straight line method. The properties were constructed
between 1982 and 1985.
(b) The following schedule summarizes the changes in the Partnership's real estate and
accumulated depreciation balances:
</FN>
<CAPTION>
Real estate 1995 1994 1993
<S> <C> <C> <C>
Balance at beginning of year $20,230,531 $20,181,224 $21,112,677
Deduction-Provision for investment
property impairment -- -- (1,000,000)
Additions-land, buildings and improvements 18,625 49,307 68,547
Balance at end of year $20,249,156 $20,230,531 $20,181,224
Accumulated depreciation 1995 1994 1993
Balance at beginning of year $ 4,536,911 $ 4,094,611 $ 3,626,592
Provision for depreciation 440,948 442,300 468,019
Balance at end of year $ 4,977,859 $ 4,539,911 $ 4,094,611
<FN>
<F2>
(c) Encumbrances: See Note 4 of Notes to the Consolidated Financial Statements.
(d) Balances reflect the allocation of a $1,000,000 investment property write-down on
Strawberry Fields Shopping Center for
permanent impairment in 1993.
(e) The Partnership's basis in the office building located in New Mexico was reduced by
$229,949 in 1988 when a liability
representing the minority interest in the property was eliminated in connection with a legal
settlement.
</FN>
</TABLE>
<PAGE>
Brauvin/Sabal Palm Square Associates
(a Florida general partnership)
Years ended December 31, 1995, 1994 and 1993 (unaudited)
with Report of Independent Auditors
<PAGE>
INDEX TO FINANCIAL STATEMENTS
CONTENTS
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . S-2
Balance Sheets, December 31, 1995 and 1994 . . . . . . . . . . . . . S-3
Statements of Income for the Years Ended
December 31, 1995, 1994 and 1993 (unaudited) . . . . . . . . . . . . S-4
Statements of Partners' Capital for the Years Ended
December 31, 1995, 1994 and 1993 (unaudited) . . . . . . . . . . . . S-5
Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993 (unaudited) . . . . . . . . . . . . S-6
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . S-7
All schedules provided for in Item 14(a) (2) of Form 10-K are either
not required, or are inapplicable, and therefore have been omitted
or equivalent information has been included herein.
<PAGE>
Report of Independent Auditors
To the Partners of
Brauvin/Sabal Palm Square Associates
We have audited the accompanying balance sheets of Brauvin/Sabal
Palm Square Associates as of December 31, 1995 and 1994, and the
related statements of income, partners' capital, and cash flows for
each of the two years in the period ended December 31, 1995. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Brauvin/Sabal Palm Square Associates at December 31, 1995 and 1994,
and the results of its operations and its cash flow for each of the
two years in the period ended December 31, 1995, in conformity with
general accepted accounting principles.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
March 8, 1996
<PAGE>
BALANCE SHEETS
December 31, December 31,
1995 1994
ASSETS
Cash $ 82,012 $ 31,983
Escrow and other deposits 50,725 40,287
Tenant receivables (net of allowance
for doubtful accounts of $15,686
and $430 in 1995 and 1994,
respectively) 58,252 31,379
Other assets 9,309 11,555
200,298 115,204
Investment in real estate, at cost:
Land 1,266,865 1,266,865
Buildings and personal property 5,234,937 5,234,937
6,501,802 6,501,802
Less: accumulated depreciation (1,387,002) (1,252,015)
Total investment in real estate, net 5,114,800 5,249,787
Total Assets $5,315,098 $5,364,991
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued
expenses $ 32,742 $ 26,648
Security deposits 29,535 26,074
Mortgage payable 3,113,064 3,138,864
Total Liabilities 3,175,341 3,191,586
Partners' capital 2,139,757 2,173,405
Total Liabilities and
Partners' Capital $5,315,098 $5,364,991
See accompanying notes.
<PAGE>
STATEMENTS OF INCOME
For the Years Ended December 31, 1995, 1994 and 1993
(Unaudited)
1995 1994 1993
INCOME:
Rent $694,020 $644,317 $581,679
Interest 2,971 2,064 2,524
Other, primarily tenant
expense reimbursements 133,761 85,176 95,374
Total income 830,752 731,557 679,577
EXPENSES:
Mortgage and other interest 301,664 304,074 306,635
Depreciation 134,987 135,460 135,652
Real estate taxes 81,980 81,267 91,675
Operating 103,932 119,190 119,218
General and administrative 66,837 42,650 6,569
Total expenses 689,400 682,641 659,749
Net income $141,352 $ 48,916 $ 19,828
Net income allocated to
Brauvin Real Estate
Fund L.P. 4 $ 66,435 $ 22,991 $ 9,319
Net income allocated to
Brauvin Real Estate
Fund L.P. 5 $ 74,917 $ 25,925 $ 10,509
See accompanying notes.
<PAGE>
STATEMENTS OF PARTNERS' CAPITAL
For the Years Ended December 31, 1995, 1994 and 1993
Brauvin Brauvin
Real Estate Real Estate
Fund L.P. 4 Fund L.P. 5 Total
Balance at January 1, 1993
(unaudited) $1,117,373 $1,263,688 $2,381,061
Net income 9,319 10,509 19,828
Cash distributions (41,313) (46,587) (87,900)
Balance at December 31, 1993
(unaudited) 1,085,379 1,227,610 2,312,989
Net income 22,991 25,925 48,916
Cash distributions (88,595) (99,905) (188,500)
Balance at December 31, 1994 1,019,775 1,153,630 2,173,405
Net income 66,435 74,917 141,352
Cash distributions (82,250) (92,750) (175,000)
Balance at December 31, 1995 $1,003,960 $1,135,797 $2,139,757
See accompanying notes.
<PAGE>
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1995, 1994 and 1993
(Unaudited)
1995 1994 1993
Cash Flow From Operating
Activities:
Net income $ 141,352 $ 48,916 $ 19,828
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 134,987 135,460 135,652
Provision for doubtful accounts 15,256 13,200 3,500
Rent abatement 1,113 6,564 (5,658)
Changes in operating assets
and liabilities:
Increase in tenant receivables (43,242) (6,505) (14,069)
(Increase) decrease in escrow
and other deposits (10,438) (2,096) 541
Decrease in other assets 2,246 1,906 11,386
Increase (decrease) in accounts
payable and accrued expenses 6,094 (3,070) (4,306)
Increase (decrease) in
security deposits 3,461 2,154 (3,496)
Net cash provided by
operating activities 250,829 196,529 143,378
Cash Flow From Investing
Activities:
Capital expenditures -- (3,979) --
Cash used in investing activities -- (3,979) --
Cash Flow From Financing
Activities:
Principal repayments on
mortgage payable (25,800) (23,471) (21,352)
Cash distributions to General
Partners (175,000) (188,500) (87,900)
Cash used in financing activities (200,800) (211,971) (109,252)
Net increase (decrease) in cash 50,029 (19,421) 34,126
Cash at beginning of year 31,983 51,404 17,278
Cash at end of year $ 82,012 $ 31,983 $ 51,404
See accompanying notes.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(1) ORGANIZATION
On October 31, 1986, Brauvin Real Estate Fund L.P. 4 ("BREF 4")
and Brauvin Real Estate Fund L.P. 5 ("BREF 5"), Delaware limited
partnerships (organized for the purpose of investing in diversified
portfolios of industrial and/or commercial income-producing
properties), formed a joint venture, Brauvin/Sabal Palm Square
Associates (the "Partnership"), which purchased Sabal Palm Square
Shopping Center ("Sabal Palm"), a shopping center in Palm Bay,
Florida, for $5,924,000. BREF 4 has a 47% interest in the joint
venture and BREF 5 has a 53% interest in the joint venture.
(2) SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The accompanying financial statements have been prepared using the
accrual method of accounting.
Income Taxes
No provision for federal income taxes has been made in the
financial statements, as the liability for such taxes is that of the
Partners of BREF 4 and BREF 5. For tax purposes, the net carrying
value of the real estate for the Partnership is $3,864,494.
Property
The Partnership's rental property is stated at cost adjusted for
acquisition costs, leasing commissions and tenant improvements.
Depreciation and amortization are recorded on a straight-line basis
over the estimated economic life of the property which approximates
38 years and the term of the applicable leases, respectively. The
Partnership's property is subject to a first mortgage lien (see Note
4).
In March 1995, the FASB issued Statement No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of, which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amount.
<PAGE>
The Partnership's adoption of Statement No. 121 in the first quarter
1995 did not have a material effect on the financial statements.
As the Partnership has historically reviewed long-lived assets for
impairment in accordance with the provision of SFAS No. 121, the
current year adoption did not have a material effect on the
Partnership's financial position or results of operations.
Contingent Rentals
The Partnership receives percentage rents from an anchor tenant.
Such rents are recognized as collected.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and accompanied notes. Actual results could
differ from those estimates.
Fair Value of Financial Instruments
The Partnership adopted SFAS No. 107 in 1995, which requires
entities to disclose the fair value of financial assets and
liabilities for which it is practicable to estimate. Value is
defined in SFAS No. 107 as the amount at which the instrument could
be exchanged in a current transactions between willing parties,
other than a forced or liquidation sale. The financial assets and
liabilities of the Partnership include cash, tenant receivables,
accounts payable and mortgage payable.
At December 31, 1995, the Partnership believes the carrying amount
of its financial instruments, not including the mortgage payable,
approximates the fair value due to relatively short maturity of
these instruments. The mortgage payable is believed to have a fair
value which approximates the carrying amount based upon interest
rates offered for debt of similar maturities as such relates to the
mortgage payable held by the Partnership.
<PAGE>
(3) PARTNERSHIP AGREEMENT
The Partnership Agreement provides that all operating profits and
losses and cash flow, all profits or losses from the sale or
refinancing, and all proceeds from the sale of property will be
allocated 47% to BREF 4 and 53% to BREF 5.
(4) MORTGAGE PAYABLE
Mortgage payable at December 31, 1995 and 1994 consist of the
following:
1995 1994
Sabal Palm Square Shopping Center $3,113,064 $3,138,864
Maturity of the mortgage payable is as follows:
1996 $ 28,361
1997 3,084,703
$3,113,064
Interest is payable monthly at 9.5%. The Partnership is required
to make a balloon mortgage payment for Sabal Palm in the amount of
$3,082,216 on February 1, 1997. It is the General Partners'
intention to refinance this loan when it matures. There is no
assurance that the General Partners will be successful in their
refinancing efforts in which case the Partnership would sustain a
loss.
The Partnership paid interest on its mortgage of $297,088,
$299,417 and $301,536 in 1995, 1994 and 1993 (unaudited),
respectively.
<PAGE>
(5) TRANSACTIONS WITH AFFILIATES
Fees, commissions and other expenses paid to the General Partners
or their affiliates for the years ended December 31, 1995, 1994 and
1993 were as follows:
(Unaudited)
1995 1994 1993
Management fees $46,679 $43,250 $39,310
The Partnership believes the amounts paid to affiliates are
representative of amounts that would have been paid to independent
parties for similar services. As of December 31, 1995, 1994 and
1993 (unaudited), no amounts were payable to affiliates.
(6) OPERATING LEASES
The Partnership is the lessor in several operating lease
agreements. The minimum future rental income to be received on
these noncancelable operating leases (excluding escalation rentals)
is as follows:
1996 $ 473,337
1997 344,265
1998 261,340
1999 238,673
2000 238,673
Thereafter 2,620,442
Total minimum payments $4,176,730
Collection of future rental income under these lease agreements
is subject to the financial stability of the underlying tenants.
Minimum rentals received from the anchor tenants at Sabal Palm; Winn
Dixie and Walgreens, approximated 25% and 14%, respectively, of
rental income for the year ended December 31, 1995, approximated 27%
and 15%, respectively, of rental income for the year ended December
31, 1994 and approximated 28% and 16%, respectively, of rental
income for the year ended December 31, 1993 (unaudited).
Contingent rental income approximated $116,000, $107,000 and
$85,000 in 1995, 1994 and 1993 (unaudited), respectively.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 508,304
<SECURITIES> 1,003,960 <F1>
<RECEIVABLES> 167,296
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 20,249,156 <F2>
<DEPRECIATION> 4,977,859
<TOTAL-ASSETS> 17,141,502
<CURRENT-LIABILITIES> 0
<BONDS> 11,983,377 <F3>
0
0
<COMMON> 4,385,003 <F4>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 17,141,502
<SALES> 0
<TOTAL-REVENUES> 2,207,832 <F5>
<CGS> 0
<TOTAL-COSTS> 2,327,777 <F6>
<OTHER-EXPENSES> (168,124) <F7>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,074,732
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 48,179
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> "SECURITIES" REPRESENTS INVESTMENT IN JOINT VENTURE
<F2> "PP&E" REPRESENTS INVESTMENT IN REAL ESTATE [LAND AND
BUILDING]
<F3> "BONDS" REPRESENTS MORTGAGES PAYABLE
<F4> "COMMON" REPRESENTS TOTAL PARTNERS' CAPITAL
<F5> "TOTAL REVENUES" REPRESENTS RENTAL, INTEREST, AND OTHER
INCOME
<F6> "TOTAL COSTS" REPRESENTS TOTAL EXPENSES
<F7> "OTHER EXPENSES" REPRESENTS EQUITY AND MINORITY INTEREST
IN JOINT VENTURES' NET INCOME/LOSS
</FN>
</TABLE>