<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number 0-13402
Brauvin Real Estate Fund L.P. 4
(Name of small business issuer 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
(Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes X No .
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of issuer's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year $2,077,796.
The aggregate sales price of the limited partnership interests of the
issuer (the "Units") to unaffiliated investors of the issuer 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 established
trading 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 and III of this
Annual Report on Form 10-KSB.
BRAUVIN REAL ESTATE FUND L.P. 4
1996 FORM 10-KSB ANNUAL REPORT
INDEX
PART I
Page
Item 1. Description of Business. . . . . . . . . . . . . . . . . . . 3
Item 2. Description of 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 Issuer's Limited Partnership
Interests and Related Security Holder Matters. . . . . . . .13
Item 6. Management's Discussion and Analysis or Plan of
Operation. . . . . . . . . . . . . . . . . . . . . . . . . .14
Item 7. Financial Statements and Supplementary Data. . . . . . . . .19
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . . . . .19
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a)
of the Exchange Act. . . . . . . . . . . . . . . . . . . . .20
Item 10. Executive Compensation . . . . . . . . . . . . . . . . . . .22
Item 11. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . .23
Item 12. Certain Relationships and Related Transactions . . . . . . .23
Item 13. Exhibits, Consolidated Financial Statements and
Reports on Form 8-K . . . . . . . . . . . . . . . . . . . .24
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
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PART I
Item 1. Description of 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, 1996, 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
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. Average 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 $9.90 per square foot in 1996.
The Albuquerque, New Mexico office market continues to improve with
respect to both rental rates and occupancy over the last two years.
Average rental rates at the Fortune property have increased during
this period from $10.16 per square foot in 1995 to $11.19 per
square foot in 1996. The average rental rates for non-anchor
tenants at Sabal Palm in Palm Bay, Florida have increased from
approximately $10.88 per square foot in 1995 to $11.73 per square
foot in 1996. In Strawberry Fields in West Palm Beach, Florida the
average rental rates have declined from approximately $12.21 per
square foot in 1993 to approximately $7.60 per square foot in 1996.
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
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. Description of 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.
In the opinion of the General Partners, the Partnership has
provided for adequate insurance coverage of its real estate
investment properties.
As of December 31, 1996, 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 80% occupied at December
31, 1996. The national anchor tenant was Toys "R" Us.
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 outstanding mortgage balance encumbered by the property is
$4,914,720 at December 31, 1996.
The occupancy rate and average annual base rent per square foot
at December 31, 1996 and 1995 are as follows:
1996 1995
Occupancy Rate 80% 94%
Average Annual Base
Rent Per Square Foot $7.73 $8.81
Raleigh Springs 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, 1996:
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
Others 55,487 549,694 Various Various
Vacant 22,367 --
114,270 $768,190
T.J. Maxx, a former anchor tenant, vacated its space in January
1996 but continued to pay rent through its lease expiration, March
31, 1996. During the third quarter of 1996 a health group signed
a $9.00 per square foot lease for approximately 40% of the T.J.
Maxx space. Due to the vacancy of the remaining T.J. Maxx space,
which occupies approximately 13% of the center, the Partnership
anticipates a decrease in cash flow. Management of the Partnership
continues to actively market this space to alleviate this
situation.
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(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. The outstanding mortgage balance encumbered by the property
is $974,740 at December 31, 1996. The outstanding mortgage balance
is currently being amortized based on a 15-year rate plus 50% of
Available Cash Flow from the property. The mortgage is scheduled
to mature in July 1997.
Fortune was 82% occupied at December 31, 1996. Management of the
Partnership is actively marketing the vacant space.
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, 1996 and 1995 are as follows:
1996 1995
Occupancy Rate 82% 86%
Average Annual Base
Rent Per Square Foot $11.19 $10.16
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, 1996:
Annual Lease
Square Base Expiration Renewal
Tenant Feet Rent Date Options
Others 23,348 $264,276 Various Various
Vacant 5,250 --
28,598 $264,276
(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 (the "Refinancing") of the first mortgage loan on
Strawberry Fields with the lender. The Refinancing became
effective retroactive to October 1992. Due to the Refinancing, the
interest rate was reduced to 9% with monthly payments of interest
only from October 1992 through November 1995. The Partnership had
the option to extend the term of the loan and make monthly payments
of principal and interest from December 1995 through November 1998,
if it is not in default of the terms of the Refinancing. On
September 18, 1995, the Strawberry Joint Venture notified Lutheran
Brotherhood (the "Strawberry Lender") that it would exercise its
option to extend the term of the Strawberry Fields loan from the
original maturity of November 1, 1995 to December 1, 1998. The
terms of the extension called for all provisions of the loan to
remain the same except for an additional monthly principal payment
of $12,500. Effective November 1, 1995, the Strawberry Joint
Venture and the Strawberry Lender agreed to modify the loan by
reducing the interest rate to 7.5% for November 1, 1995 through
October 31, 1997 and by reducing the monthly principal payment to
$12,000. From November 1, 1997 through the maturity date, December
1, 1998, the interest rate will revert to the original 9.0% rate.
The outstanding mortgage balance encumbered by the property is
$5,799,617 at December 31, 1996.
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 87% occupied at December 31, 1996.
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, 1996 and 1995 are as follows:
1996 1995
Occupancy Rate 87% 83%
Average Annual Base
Rent Per Square Foot $7.49 $7.47
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, 1996:
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 35,939 273,235 Various Various
Vacant 13,375 --
103,614 $653,335
(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 outstanding mortgage balance encumbered by the
property is $3,084,703 at December 31, 1996.
Sabal Palm was required to make a balloon mortgage payment in
February 1997. Prior to the scheduled maturity of the First
Mortgage Loan, the lender granted Sabal Palm an extension until
April 1, 1997. On March 31, 1997, Sabal Palm obtained a first
mortgage loan in the amount of $3,200,000 (the "First Mortgage
Loan") secured by its real estate, from NationsBanc Mortgage
Capital Corporation. The First Mortgage Loan bears interest at the
rate of 8.93% per annum, is amortized over a 25-year period,
requires monthly payments of principle and interest of
approximately $26,700 and matures on March 26, 2002. A portion of
the proceeds of the First Mortgage Loan, approximately $3,077,000
were used to retire Sabal Palm's existing mortgage from Lincoln
National Pension Insurance Company.
Sabal Palm is a neighborhood shopping center consisting of
approximately 89,000 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 92%
occupied at December 31, 1996.
The occupancy rate and average annual base rent per square foot
at December 31, 1996 and 1995 are as follows:
1996 1995
Occupancy Rate 92% 99%
Average Annual Base
Rent Per Square Foot $6.37 $6.59
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, 1996:
Annual Lease
Square Base Expiration Renewal Nature of
Tenant Feet Rent Date Options Business
Winn-Dixie 41,983 $142,406 4/2005 5/5 yrs ea. Food Store
Walgreens 13,000 81,252 4/2025 2/5 yrs ea. Drug Store
Others 27,025 317,042 Various Various
Vacant 6,925 --
8,933 $540,700
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 loan
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,
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.
PART II
Item 5. Market for the Issuer's Limited Partnership Interests
and Related Security Holder Matters.
At December 31, 1996, there were approximately 811 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 1996 and
1995.
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of
Operation.
General
Certain statements in this Annual Report that are not historical
fact constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Discussions
containing forward-looking statements may be found in this section
and in the section entitled "Description of Business." Without
limiting the foregoing, words such as "anticipates," "expects,"
"intends," "plans" and similar expressions are intended to identify
forward-looking statements. These statements are subject to a
number of risks and uncertainties. Actual results could differ
materially from those projected in the forward-looking statements.
The Partnership undertakes no obligation to update these forward-looking
statements to reflect future events or circumstances.
Liquidity and Capital Resources
The Partnership intends to satisfy its short-term liquidity needs
through cash flow from the properties. 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.
The Fortune Office Buildings 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, 1996 for Fortune was 82%.
As a result of the steadily improving Albuquerque, NM office
market, lease rates and occupancy have been slowly increasing and
tenant concessions have been decreasing. Because of these factors,
the General Partners believe that this is an advantageous time to
sell the Fortune Office Building. On March 1, 1997 the Partnership
signed a listing agreement with a local broker to market the
property for sale. The General Partners estimate that the Fortune
Office Building will sell for a small amount in excess of the
mortgage.
Raleigh Springs has continued to generate a positive cash flow
despite losing T.J. Maxx, an anchor tenant, which occupied 21% of
the total space. In November 1996 Methodist Hospital entered into
a lease for approximately 9,500 square feet. The remaining space
is currently being marketed both regionally and nationally.
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. Strawberry Fields generated a positive operating
cash flow in 1996, compared to the negative operating cash flow
generated in 1995. The property has shown an improvement due to the
occupancy increase from 78% at December 31, 1994 to 87% at
December 31, 1996. 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.
On September 18, 1995, the Strawberry Joint Venture notified the
Strawberry Lender that it would exercise its option to extend the
term of the Strawberry Fields loan from the original maturity of
November 1, 1995 to December 1, 1998. The terms of the extension
called for all provisions of the loan to remain the same except for
an additional monthly principal payment of $12,500. Effective
November 1, 1995, the Strawberry Joint Venture and the Strawberry
Lender agreed to modify the loan by reducing the interest rate to
7.5% for November 1, 1995 through October 31, 1997 and by reducing
the monthly principal payment to $12,000. As of November 1, 1997
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 improve the occupancy level of the shopping center which
stood at 92% as of December 31, 1996. Although the Sabal Palm
retail market appears to be over built, the occupancy level of the
building has stayed relatively constant and it has generated
positive cash flow since the joint venture acquired the property in
1986.
Sabal Palm was required to make a balloon mortgage payment in
February 1997. Prior to the scheduled maturity of the First
Mortgage Loan, the lender granted Sabal Palm an extension until
April 1, 1997. On March 31, 1997, Sabal Palm obtained a first
mortgage loan in the amount of $3,200,000 (the "First Mortgage
Loan") secured by its real estate, from NationsBanc Mortgage
Capital Corporation. The First Mortgage Loan bears interest at the
rate of 8.93% per annum, is amortized over a 25-year period,
requires monthly payments of principle and interest of
approximately $26,700 and matures on March 26, 2002. A portion of
the proceeds of the First Mortgage Loan, approximately $3,077,000
were used to retire Sabal Palm's existing mortgage from Lincoln
National Pension Insurance Company.
The General Partners expect to distribute proceeds from
operations, if any, and from the sale of real estate to Limited
Partners in a manner that is consistent with the investment
objectives of the Partnership. Management of the Partnership
believes that cash needs may arise from time to time which will
have the effect of reducing distributions to Limited Partners to
amounts less than would be available from 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 affected 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 known 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. The specific impact of these
economic conditions on 1996 and 1995 results are discussed in the
section "Results of Operations - 1996 Compared to 1995", 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. 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.
Results of Operations - 1996 Compared to 1995
(Amounts rounded to nearest 000's)
The Partnership had a net loss of $40,000 in 1996 compared to net
income of $48,000 in 1995. The $88,000 decrease in net income was
a result of a $130,000 decrease in total income, a $128,000
decrease in total expenses, a $18,000 decrease in Sabal Palm's net
income, and a $68,000 decrease in Strawberry's minority interest
net loss.
The Partnership's total income was $2,078,000 in 1996 as compared
to $2,208,000 in 1995, a decrease of $130,000. Total income
decreased $130,000 due primarily to rental income decreasing at
Raleigh. This decrease was due to the occupancy rate at Raleigh
decreasing from 94% at the end of 1995 to 80% by the end of 1996.
Total expenses incurred in 1996 were $2,200,000 compared to
$2,328,000 in 1995, a decrease of $128,000. The $128,000 decrease
in expenses was mainly attributed to a decrease in the interest
expense at Strawberry Fields of $86,000. The $86,000 decrease was
caused by the interest rate decreasing from 9.0% to 7.5% during the
modification period. Real estate taxes decreased in the amount of
$61,000 due to a $64,000 decrease in real estate taxes at Raleigh.
The $64,000 decrease in real estate taxes at Raleigh was due to
prior year refunds received in 1996.
Results of Operations - 1995 Compared to 1994
(Amounts rounded to nearest 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 several 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.
Item 7. Financial Statements and Supplementary Data
See Index to Consolidated Financial Statements on Page F-1 of
this Form 10-KSB for consolidated financial statements where
applicable.
The financial information required in Item 310(b) of Regulation
S-B is not applicable.
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
On December 6, 1996, the Partnership dismissed Ernst & Young LLP
as its independent accountant. Ernst & Young LLP's report on the
financial statements for either of the past two years did not
contain an adverse opinion or disclaimer of opinion and was not
modified as to uncertainty, audit scope or accounting principles.
The decision to change the Partnership's accountant was made at the
recommendation of the General Partners to reduce the costs
associated with the audit. In the Partnership's fiscal years ended
1994 and 1995 and the subsequent interim period preceding the
dismissal there were no disagreements with Ernst & Young LLP on any
matter of accounting principles or practices, financial statement
disclosure or audit scope or procedure which would have caused
Ernst & Young LLP to make reference to the matter in their report.
There were no reportable events as that term is described in Item
304(a)(1)(iv)(B) of Regulation S-B.
On December 6, 1996, the Partnership engaged Deloitte & Touche
LLP as its independent accountant. The decision to engage Deloitte
& Touche LLP was made following consideration by the General
Partners. Neither the Partnership (nor someone on its behalf)
consulted Deloitte & Touche LLP regarding: (i) the application of
accounting principles to a specific transaction, either completed
or proposed, or the type of audit opinion that might be rendered on
the Partnership's financial statements; or (ii) any matter that was
either the subject of a disagreement or a reportable event.
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.
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. B. Allen Aynessazian . . . . . . . . . . . . . . . . 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 63) chairman of the board of directors,
president and chief executive officer of Brauvin Ventures, Inc.
(the "Corporate General Partner"). Since 1979, he has been a
shareholder, president and a director of Brauvin/Chicago, Ltd. He
is an officer, director and one of the principal shareholders of
various Brauvin entities, which act as the general partners of
eight publicly registered real estate programs. He is an officer,
director and one of the principal shareholders of Brauvin
Associates, Inc., Brauvin Management Company, Brauvin Advisory
Services, Inc., Brauvin Securities Inc., Brauvin Net Lease V, Inc.
and Brauvin Net Realty. Mr. Brault received a B.S. in Business
from DePaul University, Chicago, Illinois in 1959.
MR. CEZAR M. FROELICH (age 51) is a principal with the Chicago
law firm of Shefsky & Froelich Ltd., which acted 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 a shareholder in Brauvin
Management Company and Brauvin Financial Inc. Mr. Froelich
resigned as a director of the corporate general partner in December
1994, but he remains an individual general partner.
MR. JAMES L. BRAULT (age 36) is the executive vice president and
secretary and is responsible for the overall operations of the
Corporate General Partner and other affiliates of the Corporate
General Partner. He is an officer of various Brauvin entities,
which act as the general partners of eight publicly registered real
estate programs. Mr. Brault is executive vice president, assistant
secretary and responsible for the overall operations of Brauvin
Management Company. He is a director of Brauvin Net Lease V, Inc.
and Brauvin Net Realty. Prior to joining the Brauvin organization
in May 1989, he was a Vice President of the Commercial Real Estate
Division of the First National Bank of Chicago ("First Chicago"),
based in their Washington, D.C. office. Mr. Brault joined First
Chicago in 1983 and his responsibilities included the organization
and management of a loan portfolio in excess of $150 million. Mr.
Brault received a B.A. in Economics from Williams College,
Williamstown, Massachusetts in 1983 and an M.B.A. in Finance and
Investments from George Washington University, Washington, D.C. in
1987. Mr. Brault is the son of Mr. Jerome J. Brault.
MR. ROBERT J. HERLETH (age 44) is a Vice President and Director
of 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 also a director and officer of Gull-AGE Capital Group
and its subsidiaries.
MR. DAVID W. MESKER (age 65) is a Director of 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. B. ALLEN AYNESSAZIAN (age 32) is the Treasurer and Chief
Financial Officer of the Corporate General Partner and other
affiliates of the Corporate General Partner. He is the Chief
Financial Officer of various Brauvin publicly registered real
estate programs. He is responsible for the overall financial
accounting of Brauvin Management Company, Brauvin Financial Inc.
and related partnerships. He is responsible for the Partnership's
accounting and financial reporting to regulatory agencies. He
joined the Brauvin organization in August 1996. Prior to that
time, he was the Chief Financial Officer of Giordano's Enterprises,
a privately held, 40-restaurant, family-style pizza chain in the
Chicago metropolitan area where he worked since 1989. While at
Giordano's, Mr. Aynessazian was responsible for all accounting
functions, lease negotiations and financings of new restaurants,
equipment and general corporate debt. From 1987 to 1989, Mr.
Aynessazian worked in the accounting compliance and tax department
of KPMG Peat Marwick. Mr. Aynessazian is a certified public
accountant.
Item 10. 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
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 9. Reference is also made to
Notes 2 and 4 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
net income or loss for 1996 and 1995.
An affiliate of the General Partners 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 - h) Not applicable.
Item 11. 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 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 10, "Executive Compensation."
Item 12. Certain Relationships and Related Transactions.
(a & b) The Partnership is entitled to engage in various
transactions involving affiliates of the Corporate General Partner,
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 9. Cezar M.
Froelich is an individual general partner of the Partnership and is
also principal of the law firm of Shefsky & Froelich Ltd., which
firm acted as securities and real estate counsel to the
Partnership. Reference is made to Note 4 of the Notes to
Consolidated Financial Statements for a summary of transactions
with affiliates.
(c) Not applicable.
(d) There have been no transactions with promoters.
Item 13. Exhibits, Consolidated Financial Statements and Reports
on Form 8-K.
(a) The following documents are filed as part of this report:
(1) (2) Consolidated Financial Statements. (See Index to
Consolidated Financial Statements filed with this
annual report).
(3) Exhibits required by the Securities and Exchange
Commission Regulation S-B 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
**16. Letter of Change in Certifying Accountant
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.
** Incorporated by reference from exhibit 16 filed with the Fund's
Form 8-K/A filed on December 12, 1996.
(b) No portions of the annual report have been incorporated by
reference in this Form 10-KSB.
(c) Form 8-K. On December 6, 1996, the Partnership dismissed Ernst
& Young LLP as its independent accountant. Additionally, on
December 6, 1996 the Partnership engaged Deloitte & Touche LLP to
be its independent accountant. This Form 8-K was dated December 6,
1996 and filed on December 12, 1996.
(d) An annual report for the fiscal year 1996 will be sent to the
Limited Partners subsequent to this filing.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant 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/ B. Allen Aynessazian
B. Allen Aynessazian
Chief Financial Officer and
Treasurer
INDIVIDUAL GENERAL PARTNERS
/s/ Jerome J. Brault
Jerome J. Brault
/s/ Cezar M. Froelich
Cezar M. Froelich
Dated: 3/31/97
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . F-2
Report of Independent Auditors . . . . . . . . . . . . . . . . . . F-3
Consolidated Balance Sheet, December 31, 1996 . . . . . . . . . . F-4
Consolidated Statements of Operations, for the years
ended December 31, 1996 and 1995 . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Partners' Capital, for
the years ended December 31, 1996 and 1995 . . . . . . . . . . . F-6
Consolidated Statements of Cash Flows, for the years
ended December 31, 1996 and 1995 . . . . . . . . . . . . . . . . F-7
Notes to Consolidated Financial Statements . . . . . . . . . . . . F-8
All other schedules provided for in Item 13 (a) of Form 10-KSB are
either not required, not applicable, or immaterial.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
Brauvin Real Estate Fund L.P. 4
We have audited the accompanying consolidated balance sheet of
Brauvin Real Estate Fund L.P. 4 (a limited partnership) and
subsidiary as of December 31, 1996, and the related consolidated
statements of operations, partners' capital, and cash flows for
the year then ended. These consolidated financial statements are
the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these consolidated
financial statements based on our audit. The consolidated
financial statements of the Partnership for the year ended
December 31, 1995 were audited by other auditors whose report,
dated March 8, 1996, expressed an unqualified opinion on those
statements.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, such 1996 consolidated financial statements
present fairly, in all material respects, the financial position
of Brauvin Real Estate Fund L.P. 4 and subsidiary at December 31,
1996, and the results of their operations and their cash flows
for the year then ended in conformity with generally accepted
accounting principles.
Chicago, Illinois /s/ Deloitte & Touche LLP
February 10, 1997
(March 31, 1997 as to Note 6)
Report of Independent Auditors
To the Partners of
Brauvin Real Estate Fund L.P. 4
We have audited the accompanying statements of operations,
partners' capital, and cash flows of Brauvin Real Estate Fund L.P.
4 for the year 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 audit.
We conducted our audit 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 audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the results of operations and
cash flows of Brauvin Real Estate Fund L.P. 4 for the year ended
December 31, 1995, in conformity with generally accepted accounting
principles.
Chicago, Illinois /s/ Ernst & Young LLP
March 8, 1996
<PAGE>
CONSOLIDATED BALANCE SHEET
December 31,
1996
ASSETS
Investment in real estate:
Land $ 4,035,301
Buildings and improvements 15,693,330
19,728,631
Less accumulated depreciation (4,860,356)
Net investment in real estate 14,868,275
Investment in Sabal Palm Joint
Venture (Note 6) 956,468
Cash and cash equivalents 844,598
Rent receivable (net of allowance of
$6,624) 125,830
Escrow deposits 9,242
Other assets 31,552
Total Assets $16,835,965
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Mortgage notes payable (Note 3) $11,689,077
Accounts payable and accrued expenses 163,031
Tenant security deposits 48,797
Due to affiliates 13,059
Total Liabilities 11,913,964
MINORITY INTEREST IN STRAWBERRY
JOINT VENTURE 577,150
PARTNERS' CAPITAL:
General Partners (16,755)
Limited Partners (9,550 limited
partnership units issued and
outstanding) 4,361,606
Total Partners' Capital 4,344,851
Total Liabilities and
Partners' Capital $16,835,965
See accompanying notes to consolidated financial statements
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 1996 and 1995.
1996 1995
INCOME
Rental (Note 5) $1,802,980 $1,896,239
Interest 35,795 26,996
Other, primarily
expense reimbursements 239,021 284,597
Total income 2,077,796 2,207,832
EXPENSES
Interest 978,216 1,074,732
Depreciation 444,675 440,948
Real estate taxes 212,047 272,931
Repairs and maintenance 37,181 48,153
Management fees 124,345 127,198
Other property operating 107,686 90,665
General and
administrative 295,996 273,150
Total expenses 2,200,146 2,327,777
Loss before minority
and equity interests
in joint ventures (122,350) (119,945)
Minority interest's
share of Strawberry
Joint Venture's net loss 33,340 101,689
Equity interest in Sabal
Palm Joint Venture's
net income 48,858 66,435
Net (loss) income $ (40,152) $ 48,179
Net (loss) income allocated to:
General Partners $ (402) $ 482
Limited Partners (39,750) 47,697
$ (40,152) $ 48,179
Net (loss) income per
Limited Partnership
Interest (9,550 units
outstanding) $ (4.16) $ 4.99
See accompanying notes to consolidated financial statements
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
Years ended December 31, 1996 and 1995
General Limited
Partners Partners Total
Balance, January 1, 1995 (16,835) 4,353,659 4,336,824
Net income 482 47,697 48,179
Balance, December 31, 1995 (16,353) 4,401,356 4,385,003
Net loss (402) (39,750) (40,152)
Balance, December 31, 1996 $(16,755) $4,361,606 $4,344,851
See accompanying notes to consolidated financial statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 1996 and 1995
1996 1995
Cash Flows From Operating Activities:
Net (loss) income $ (40,152) $ 48,179
Adjustments to reconcile net (loss)
income to net cash provided by
operating activities:
Depreciation 444,675 459,866
Provision for doubtful accounts 45,604 35,281
Minority interest's share of
Strawberry Joint Venture's
net loss (33,340) (101,689)
Equity interest in Sabal Palm
Joint Venture net income (48,858) (66,435)
Increase in rent
receivable (4,138) (156,598)
Decrease in escrow
deposits 87,506 51,240
Decrease (increase) in due from
affiliates 52,901 (52,901)
Decrease (increase) in other assets 9,444 (2,992)
Increase (decrease) in accounts
payable and accrued expenses 43,883 (5,440)
Increase in due to affiliates 13,059 --
Increase in tenant
security deposits 5,313 3,471
Net cash provided by operating
activities 575,897 211,982
Cash Flows From Investing Activities:
Capital expenditures (41,653) (18,625)
Distribution from Sabal Palm Joint
Venture 96,350 82,250
Net cash provided by investing
activities 54,697 63,625
Cash Flows From Financing Activities:
Repayment of mortgage notes payable (294,300) (171,650)
Cash used in financing activities (294,300) (171,650)
Net increase in cash and cash
equivalents 336,294 103,957
Cash and cash equivalents at
beginning of year 508,304 404,347
Cash and cash equivalents at
end of year $ 844,598 $ 508,304
Supplemental disclosure of cash flow information:
Cash paid for interest $ 966,574 $1,064,193
See accompanying notes to consolidated financial statements
<PAGE>
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Brauvin Real Estate Fund L.P. 4 (the "Partnership") is a Delaware
limited partnership organized for the purpose of acquiring,
operating, holding for investment and disposing of existing office
buildings, medical office centers, shopping centers and industrial
and retail commercial buildings of a general purpose nature, all in
metropolitan areas. The General Partners of the Partnership are
Brauvin Ventures, Inc., Jerome J. Brault and Cezar M. Froelich.
Brauvin Ventures, Inc. is owned by A.G.E. Realty Corporation
Inc.(50%), and by Messrs. Jerome J. Brault (beneficially) (25%) and
Cezar M. Froelich (25%). A. G. Edwards & Sons, Inc. and Brauvin
Securities, Inc., affiliates of the General Partners, were the
selling agents of the Partnership. The Partnership is managed by
an affiliate of the General Partners.
The Partnership was formed on April 30, 1984 and filed a
Registration Statement on Form S-11 with the Securities and
Exchange Commission which became effective on February 16, 1984.
The sale of the minimum of $1,200,000 of limited partnership
interests of the Partnership (the "Units") necessary for the
Partnership to commence operations was achieved on April 30, 1984.
The Partnership's offering closed on December 31, 1984. A total of
$9,550,000 of Units were subscribed for and issued between February
16, 1984 and December 31, 1984 pursuant to the Partnership's
public offering.
The Partnership has acquired directly or through joint ventures
the land and buildings underlying Fortune Professional Building,
Raleigh Springs Marketplace, Strawberry Fields Shopping Center and
Sabal Palm Shopping Center.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Management's Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Accounting Method
The accompanying consolidated financial statements have been
prepared using the accrual method of accounting.
Rental Income
Rental income is recognized on a straight line basis over the
life of the related leases. Differences between rental income
earned and amounts due per the respective lease agreements are
credited or charged, as applicable, to deferred rent receivable.
Federal Income Taxes
Under the provisions of the Internal Revenue Code, the
Partnership's income and losses are reportable by the partners on
their respective income tax returns. Accordingly, no provision is
made for Federal income taxes in the financial statements.
Consolidation of Joint Venture Partnership
The Partnership owns a 58% equity interest in an affiliated joint
venture ("Strawberry Joint Venture") which acquired Strawberry
Fields Shopping Center ("Strawberry Fields"). The accompanying
consolidated financial statements have consolidated 100% of the
assets, liabilities, operations and partners' capital of
Strawberry Joint Venture. In 1994 the Partnership and its joint
venture partner Brauvin Real Estate Fund L.P. 5 ("BREF 5")
contributed cash to Strawberry Joint Venture to cover cash flow
operating deficiencies. 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. All intercompany items and
transactions have been eliminated.
Investment in Joint Venture Partnership
The Partnership owns a 47% equity interest in a Sabal Palm Joint
Venture (see Note 6). Sabal Palm is reported as an investment in
an affiliated joint venture. The accompanying financial statements
include the investment in Sabal Palm Joint Venture using the equity
method of accounting.
Investment in Real Estate
The Partnership's rental properties are stated at cost including
acquisition costs, leasing commissions, tenant improvements and net
of provision for impairment. Depreciation and amortization are
recorded on a straight-line basis over the estimated economic lives
of the properties, which approximate 38 years, and the term of the
applicable leases, respectively. All of the Partnership's
properties are subject to liens under first mortgages (See Note 3).
In 1995, the Partnership adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
(SFAS 121). In conjunction with the adoption of SFAS 121, the
Partnership performed an analysis of its long-lived assets, and the
Partnership's management determined that there were no events or
changes in circumstances that indicated that the carrying amount of
the assets may not be recoverable at December 31, 1996.
Accordingly, no impairment loss has been recorded in the
accompanying financial statements for the years ended December 31,
1996 and 1995.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid debt
instruments with an original maturity within three months from date
of purchase.
Estimated Fair Value of Financial Instruments
Disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of Statement of
Financial Accounting Standards No. 107, "Disclosure About Fair
Value of Financial Instruments." The estimated fair value amounts
have been determined by using available market information and
appropriate valuation methodologies. However, considerable
judgement is necessarily required in interpreting market data to
develop estimates of fair value.
The fair value estimates presented herein are based on
information available to management as of December 31, 1996, but
may not necessarily be indicative of the amounts that the
Partnership could realize in a current market exchange. The use of
different assumptions and/or estimation methodologies may have a
material effect on the estimated fair value amounts. Although
management is not aware of any factors that would significantly
affect the estimated fair value amounts, such amounts have not been
comprehensively revalued for purposes of these financial statements
since that date, and current estimates of fair value may differ
significantly from amounts presented herein.
The carrying amounts of the following items are reasonable
estimates of fair value: cash and cash equivalents; escrow
deposits; accounts payable and accrued expenses; and due to
affiliates. The mortgage notes payable at December 31, 1996 have
a fair value of approximately $11,600,000 based upon current
interest rates offered for debt of similar instruments in the
market.
Reclassifications
Certain reclassifications have been made to the consolidated 1995
financial statements to conform to classifications adopted in 1996.
(2) PARTNERSHIP AGREEMENT
The Partnership Agreement (the "Agreement") provides that 99% of
the net profits and losses from operations of the Partnership for
each fiscal year shall be allocated to the Limited Partners and 1%
of net profits and losses from operations shall be allocated to the
General Partners. The net profit of the Partnership from the sale
or other disposition of a Partnership property shall be allocated
as follows: first, there shall be allocated to the General Partners
the greater of: (i) 1% of such net profits; or (ii) the amount
distributable to the General Partners as Net Sale Proceeds from
such sale or other disposition in accordance with paragraph 2,
SECTION K of the Agreement; and second, all remaining profits shall
be allocated to the Limited Partners. The net loss of the
Partnership from any sale or other disposition of a Partnership
property shall be allocated as follows: 99% of such net loss shall
be allocated to the Limited Partners and 1% of such net loss shall
be allocated to the General Partners.
The Agreement provides that distributions of Operating Cash Flow,
as defined in the Agreement, shall be distributed 99% to the
Limited Partners and 1% to the General Partners. The receipt by
the General Partners of such 1% of Operating Cash Flow shall be
subordinated to the receipt by the Limited Partners of Operating
Cash Flow equal to a 10% per annum, cumulative, non-compounded
return on Adjusted Investment (the "Preferential Distribution"), as
such term is defined in the Agreement. In the event the full
Preferential Distribution is not made in any year (herein referred
to as a "Preferential Distribution Deficiency") and Operating Cash
Flow is available in following years in excess of the Preferential
Distribution for said year, then the Limited Partners shall be paid
such excess Operating Cash Flow until they have been paid any
unpaid Preferential Distribution Deficiency from prior years. Net
Sale Proceeds, as defined in the Agreement, received by the
Partnership shall be distributed as follows: (a) first, to the
Limited Partners until such time as the Limited Partners have been
paid an amount equal to the amount of their Adjusted Investment;
(b) second, to the Limited Partners until such time as the Limited
Partners have been paid an amount equal to any unpaid Preferential
Distribution Deficiency; and (c) third, 85% of any remaining Net
Sale Proceeds to the Limited Partners, and the remaining 15% of the
Net Sale Proceeds to the General Partners.
At December 31, 1996, the Preferential Distribution Deficiency
equaled $9,681,315.
(3) MORTGAGE NOTES PAYABLE
Mortgage notes payable at December 31, 1996 consist of the
following:
Interest Date
1996 Rate Due
Raleigh Springs
Marketplace $ 4,914,720 (a)10.0% 10/99
Fortune Professional
Building 974,740 (b)3.0% 07/97
Strawberry Fields
Shopping Center 5,799,617 (c)7.5% 12/98
$11,689,077
Maturities of the mortgage notes payable are as follows:
1997 $ 1,197,570
1998 5,732,365
1999 4,759,142
$11,689,077
Raleigh Springs Marketplace, Fortune Office Building and
Strawberry Fields serve as collateral under the respective
nonrecourse debt obligations.
(a) Monthly principal and interest payments are based on
a 25-year amortization schedule.
The carrying value of Raleigh at December 31, 1996 was
approximately $5,978,800.
(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.
The carrying value of Fortune at December 31, 1996 was
approximately $1,686,900.
(c) In February 1993, the Partnership and Strawberry Joint
Venture, finalized a refinancing of the first mortgage loan (the
"Refinancing") on Strawberry Fields with the lender. The
Refinancing became effective retroactive to October 1992. Due to
the Refinancing, the interest rate was reduced to 9% with monthly
payments of interest only from October 1992 through November 1995.
The Strawberry Joint Venture 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 carrying value of Strawberry Fields at December 31, 1996 was
approximately $7,202,600.
The Partnership is required to make balloon mortgage payments for
Fortune Office Building 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.
(4) TRANSACTIONS WITH AFFILIATES
Fees and other expenses paid to the General Partners or their
affiliates for the years ended December 31, 1996 and 1995 were as
follows:
1996 1995
Management fees $116,664 $127,198
Reimbursable office expenses 112,015 104,430
Legal fees 342 365
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 $7,179 for legal services, as of
December 31, 1996. An amount of $5,880 was due to an affiliate at
December 31, 1996, representing an advance made from Brauvin Real
Estate Fund 5.
(5) OPERATING LEASES
The Partnership is the lessor in operating lease agreements with
tenants at its various properties. The minimum future rental
income to be received on these operating leases (excluding
escalation amounts) is as follows:
1997 $ 1,671,696
1998 1,376,179
1999 1,091,693
2000 935,770
2001 757,374
Thereafter 4,890,781
Total $10,723,493
Collection of future rental income under these lease agreements
is subject to the financial stability of the underlying tenants.
Rental income received from Toys "R" Us at Raleigh and Florida
Choice (including the Syms sublet) tenant at Strawberry Fields
approximate 12.1% and 21.1%, respectively, of rental income for the
Partnership for the year ended December 31, 1996. 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.
<PAGE>
(6) EQUITY INVESTMENT
The Partnership owns a 47% interest in Sabal Palm Joint Venture
("Sabal Palm") and accounts for its investment under the equity
method. The following are condensed financial statements for Sabal
Palm:
December 31,
1996
Land, building and personal
property, net $4,982,847
Other assets 202,778
$5,185,625
Mortgage note payable $3,084,703
Other liabilities 62,214
3,146,917
Partners' capital 2,038,708
$5,185,625
Year Ended Year Ended
December 31, December 31,
1996 1995
Rental income $649,587 $694,020
Other income 143,675 136,732
793,262 830,752
Mortgage and
other interest 299,078 301,664
Depreciation 134,956 134,987
Operating and
administrative
expenses 255,277 252,749
689,311 689,400
Net income $103,951 $141,352
Sabal Palm was required to make a balloon mortgage payment in
February 1997. Prior to the scheduled maturity of the First
Mortgage Loan, the lender granted Sabal Palm an extension until
April 1, 1997. On March 31, 1997, Sabal Palm obtained a first
mortgage loan in the amount of $3,200,000 (the "First Mortgage
Loan") secured by its real estate, from NationsBanc Mortgage
Capital Corporation. The First Mortgage Loan bears interest at the
rate of 8.93% per annum, is amortized over a 25-year period,
requires monthly payments of principle and interest of
approximately $26,700 and matures on March 26, 2002. A portion of
the proceeds of the First Mortgage Loan, approximately $3,077,000
were used to retire Sabal Palm's existing mortgage from Lincoln
National Pension Insurance Company.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 844,598
<SECURITIES> 956,468 <F1>
<RECEIVABLES> 125,830
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 19,728,631 <F2>
<DEPRECIATION> 4,860,356
<TOTAL-ASSETS> 16,835,965
<CURRENT-LIABILITIES> 0
<BONDS> 11,689,077 <F3>
0
0
<COMMON> 4,344,851 <F4>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 16,835,965
<SALES> 0
<TOTAL-REVENUES> 2,077,796 <F5>
<CGS> 0
<TOTAL-COSTS> 1,221,930 <F6>
<OTHER-EXPENSES> (82,198) <F7>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 978,216
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (40,152)
<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 LESS INTEREST EXPENSE
<F7> "OTHER EXPENSES" REPRESENTS EQUITY AND MINORITY INTEREST
IN JOINT VENTURES' NET INCOME/LOSS
</FN>
</TABLE>
