<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, 1998
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.)
30 North LaSalle Street, Chicago, Illinois 60602
(Address of principal executive offices) (Zip Code)
(312) 759-7660
(Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the 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 $2,115,761.
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
1998 FORM 10-KSB ANNUAL REPORT
INDEX
PART I
Page
Item 1. Description of Business. . . . . . . . . . . . . . . . . . . 3
Item 2. Description of Properties. . . . . . . . . . . . . . . . . . 6
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . .14
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . . . . .14
PART II
Item 5. Market for the Issuer's Limited Partnership
Interests and Related Security Holder Matters. . . . . . . .15
Item 6. Management's Discussion and Analysis or Plan of
Operation. . . . . . . . . . . . . . . . . . . . . . . . . .16
Item 7. Financial Statements and Supplementary Data. . . . . . . . .24
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . . . . .24
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a)
of the Exchange Act. . . . . . . . . . . . . . . . . . . . .25
Item 10. Executive Compensation . . . . . . . . . . . . . . . . . . .27
Item 11. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . .28
Item 12. Certain Relationships and Related Transactions . . . . . . .28
Item 13. Exhibits, Consolidated Financial Statements and
Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . .29
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
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, 1998, 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 the past real estate market conditions and
economic trends in the areas where the Partnership's properties are
located, the General Partners believed it to be in the best
interest of the Partnership to retain the properties until such
time as the General Partners reasonably believed it was appropriate
to dispose of the Partnership's properties. In order to make this
determination, the General Partners periodically evaluated market
conditions. In 1998, the General Partners notified the Limited
Partners that they are exploring various alternatives to sell the
Partnership's assets. In this regard, the Partnership engaged a
nationally known appraisal firm to value the Partnership's assets.
Additionally, this firm will assist the General Partners in
determining the appropriate method and timing for the disposition
of the Partnership's assets.
The General Partners have determined to pursue disposition of the
Partnership's assets, and expect to commence the registration and
solicitation process within a few weeks of the date of this Form
10-KSB for the authorization of the Limited Partners for the sale
of all or substantially all of the Partnership's properties. The
solicitation will be accomplished by written notice directed by
U.S. mail to each Limited Partner at the address shown on the
Partnership's records, in accordance with the rules of the
Securities and Exchange Commission and the requirements of
Partnership Agreement.
The 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.
On December 10, 1998, the Partnership received notice that an
unsolicited tender offer to purchase up to 25% of the outstanding
limited partnership interests of the Partnership (the "Units") was
to commence with a tender price of $120 per Unit. The offer was
being made, in part, by an entity that owned a nominal economic
interest in the Partnership and was scheduled to terminate on
January 15, 1999. As a result of this unsolicited tender offer
approximately 1,092 economic interests in the Partnership are to be
transferred.
The General Partners remained neutral as to the particular merits
or risks associated with the tender offer to the Limited Partners.
The General Partners believed an informed determination of the true
value of the Units could be made after the receipt of the
appraisals. The General Partners cautioned that the ultimate
amount actually received by each Limited Partner will be affected
by items including, but not limited to, the timing of the
liquidation of the assets, changes in market conditions, necessary
Partnership reserves and the sales prices that can be negotiated.
The General Partners further informed the Limited Partners that,
for those investors who are primarily interested in liquidating
their Units immediately, the tender offer provided such an
opportunity.
The Partnership has no employees.
The Partnership 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 has retained ownership of its
properties for periods longer than anticipated at acquisition.
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 $8.46 per square foot in 1998.
The Albuquerque, New Mexico office market softened a bit over the
last two years with occupancy rates declining and rental rates
falling to approximately $10.00 per square foot. Average rental
rates at the Fortune property have decreased during this period
from $10.16 per square foot in 1995 to $10.06 per square foot in
1998. The average rental rates for non-anchor tenants at Sabal
Palm in Palm Bay, Florida have remained static at approximately
$10.88 per square foot in 1995 to $10.91 per square foot in 1998.
However, Winn Dixie moved out and will likely effect renewal rate
and frequency of local tenants. At Strawberry Fields in West Palm
Beach, Florida, the average spot rental rates have declined from
approximately $12.21 per square foot in 1993 to approximately $8.07
per square foot in 1998.
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, 1998, 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 95% occupied at December
31, 1998. 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 was
$4,759,142 at December 31, 1998.
The occupancy rate and average annual base rent per square foot
at December 31, 1998 and 1997 were as follows:
1998 1997
Occupancy Rate 95% 78%
Average Annual Base
Rent Per Square Foot $8.39 $8.28
Raleigh Springs has one tenant which occupies ten percent or more
of the rentable square footage. The following is a summary of the
tenant rent roll at December 31, 1998:
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 71,854 607,969 Various Various
Vacant 6,000 --
114,270 $826,465
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 is approximately 5% of the center, cash flow from Raleigh
Springs has decreased. Management of the Partnership continues to
actively market this space to alleviate this situation.
(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 was being amortized based on
a 15-year rate plus 50% of Available Cash Flow from the property.
This mortgage was scheduled to mature in July 1997 with a required
balloon mortgage payment of approximately $934,000.
On June 26, 1997, the Partnership obtained a first mortgage loan
in the amount of $875,000, secured by Fortune, from American
National Bank and Trust Company (the "Replacement Loan"). In
connection with the funding of the Replacement Loan, the
Partnership was required to reduce the principal balance of the
original mortgage loan by approximately $59,000, out of cash and
cash equivalents, to release the original mortgage loan and pay
loan fees of approximately $24,600. The Replacement Loan has a
floating interest rate based on American National Bank's prime
rate, which at December 31, 1998 was 7.75%. Principal is being
amortized based on a 15-year amortization period and is payable
with interest on a monthly basis. The Replacement Loan matures on
June 30, 1999 at which time a balloon mortgage payment in the
amount of approximately $758,300 will be due. The outstanding
balance of the Replacement Loan was $787,484 at December 31, 1998.
Fortune was 80% occupied at December 31, 1998. 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, 1998 and 1997 were as follows:
1998 1997
Occupancy Rate 80% 75%
Average Annual Base
Rent Per Square Foot $10.34 $10.98
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, 1998:
Annual Lease
Square Base Expiration Renewal
Tenant Feet Rent Date Options
Others 22,798 $229,447 Various Various
Vacant 5,800 --
28,598 $229,447
(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 was not in default of the terms of the Refinancing. On
September 18, 1995, the Strawberry Joint Venture notified Lutheran
Brotherhood (the "Strawberry Lender") that it would exercise its
option to extend the term of the Strawberry Fields loan from the
original maturity of November 1, 1995 to December 1, 1998. The
terms of the extension called for all provisions of the loan to
remain the same except for an additional monthly principal payment
of $12,500. Effective November 1, 1995, the Strawberry Joint
Venture and the Strawberry Lender agreed to modify the loan by
reducing the interest rate to 7.5% for November 1, 1995 through
October 31, 1997 and by reducing the monthly principal payment to
$12,000. Commencing November 1, 1997, the interest rate reverted
to the original 9.0% rate.
Effective October 1, 1998, the Strawberry Joint Venture and the
Strawberry Lender agreed to modify and extend the first mortgage
loan. As of October 1, 1998 and through the extended maturity
date, December 1, 1999, the interest rate has been reduced from 9%
to 7% with principal amortization changed from a ten year period to
an eighteen year period. The outstanding mortgage balance
encumbered by the property was $5,454,205 at December 31, 1998.
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 103,614 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 Tricon Global, and Flagler
National Bank. Strawberry Fields was 86% occupied at December 31,
1998.
With the exception of Kroger, 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, 1998 and 1997 were as follows:
1998 1997
Occupancy Rate 86% 86%
Average Annual Base
Rent Per Square Foot $7.36 $7.63
Strawberry Fields has one tenant which occupies ten percent or
more of the rentable square footage. The following is a summary of
the tenant rent roll at December 31, 1998:
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 34,684 279,771 Various Various
Vacant 14,630 --
103,614 $659,871
(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 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 required payments of principal and interest based on a 30 year
amortization schedule.
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 principal and interest of
approximately $26,700 and matures on March 26, 2002. A portion of
the proceeds of the First Mortgage Loan, approximately $3,077,000,
was used to retire Sabal Palm's existing mortgage from Lincoln
National Pension Insurance Company. The outstanding mortgage
balance encumbered by the property was $3,145,598 at December 31,
1998.
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 had a 96%
economic occupancy at December 31, 1998.
In the first quarter of 1998, the Partnership became aware that
both Winn-Dixie and Walgreens may vacate their respective spaces at
Sabal Palm prior to their lease termination dates. In the second
quarter of 1998, Winn-Dixie vacated its space at the center. Winn-
Dixie remains liable for rental payments under its lease at Sabal
Palm until April 2005.
Walgreens has not given official notice that they will vacate the
space prior to their lease termination. The General Partners,
however, believe that there is a likelihood that this tenant will
vacate. The General Partners are working to determine the most
beneficial steps to be taken by the Partnership.
The occupancy rate and average annual base rent per square foot
at December 31, 1998 and 1997 were as follows:
1998 1997
Occupancy Rate 96% 95%
Average Annual Base
Rent Per Square Foot $6.56 $6.32
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, 1998:
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 30,650 334,474 Various Various
Vacant 3,300 --
88,933 $558,132
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 June 12, 1997, a lawsuit was filed in the Second Judicial
District Court in and for Bernalillo County, New Mexico, styled
Cooney Watson & Associates, Inc. v. Brauvin Ventures, Inc. a/k/a
Brauvin Real Estate Fund IV, Docket No. CV-97-05161. The lawsuit
claims negligence, breach of contract, breach of duty of good faith
and fair dealing, and constructive eviction. The Partnership has
denied all allegations set forth in the complaint and is vigorously
defending against them.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
<PAGE>
PART II
Item 5. Market for the Issuer's Limited Partnership Interests
and Related Security Holder Matters.
At December 31, 1998, there were approximately 799 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 1998 and
1997.
<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.
Year 2000
The "Year 2000" problem concerns the inability of computer
technology systems to correctly identify and process date sensitive
information beyond December 31, 1999. Many computers
automatically add the "19" prefix to the last two digits the
computer reads for the year when date information is needed in
computer software programs. Thus when a date beginning on January
1, 2000 is entered into a computer, the computer may interpret this
date as the year "1900" rather than "2000".
The Partnership's computer information technology systems
consists of a network of personal computers linked to a server
built using hardware and software from mainstream suppliers. The
Partnership does not own any equipment that contains embedded
microprocessors, which may also pose a potential Year 2000 problem.
Additionally, the Partnership has no internally generated software
coding to correct as all of the Partnership's software is purchased
and licensed from external providers. These external providers
have assured management that their systems are, or will be, Year
2000 compliant.
The Partnership has two main software packages that contain date
sensitive information, (i) accounting and (ii) investor relations.
In 1997, the Partnership initiated and completed the conversion
from its existing accounting software to a new software program
that is Year 2000 compliant. In 1998, the investor relations
software was also updated to a new software program that is Year
2000 compliant. Management has determined that the Year 2000 issue
will not pose significant operational problems for its remaining
computer software systems. All costs associated with these
conversions are expensed as incurred, and are not material.
Management does not believe that any further expenditures will be
necessary for the Partnership to be Year 2000 compliant. However,
additional personal computers may be purchased from time to time to
replace existing machines.
Also in 1997, management of the Partnership initiated formal
communications with all of its significant third party vendors,
service providers and financial institutions to determine the
extent to which the Partnership is vulnerable to those third
parties failure to remedy their own Year 2000 issue. There can be
no guarantee that the systems of these third parties will be timely
converted and would not have an adverse effect on the Partnership.
The most reasonably likely worst case scenario for the
Partnership with respect to the Year 2000 issue would be the
inability of certain tenants to timely make their rental payments
beginning in January 2000. This could result in the Partnership
temporarily suffering a depletion of the Partnership's cash
reserves as expenses will need to be paid while the cash flows from
revenues are delayed. The Partnership has no formal Year 2000
contingency plan.
Liquidity and Capital Resources
The Partnership intends to satisfy its short-term liquidity needs
through cash flow from the properties. Long-term liquidity needs
are expected to be satisfied through modification of the mortgages
at more favorable interest rates. See Item 2 for a description of
the mortgage modifications effected to date.
Fortune was required to make a balloon mortgage payment in July
1997 of approximately $934,000. On June 26, 1997, the Partnership
obtained the Replacement Loan in the amount of $875,000 secured by
Fortune, from American National Bank and Trust Company. In
connection with the funding of the Replacement Loan, the
Partnership was required to reduce the outstanding principal
balance of the original mortgage loan by approximately $59,000, out
of cash and cash equivalents, to release the original mortgage loan
and pay loan fees of approximately $24,600. The Replacement Loan
has a floating interest rate based on American National Bank's
prime rate, which at December 31, 1998 was 7.75%. Principal is
being amortized based on a 15-year amortization period and is
payable with interest on a monthly basis. The Replacement Loan
matures on June 30, 1999 at which time a balloon mortgage payment
in the amount of approximately $758,300 will be due.
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 capitalized the August,
September and October 1992 mortgage payments with the final payment
due on October 1, 1999. The Partnership is current on its mortgage
payments for the Raleigh Springs loan.
The Strawberry Joint Venture secured a replacement tenant, Syms,
a national discount clothing retailer, to sublease the Kroger space
at Strawberry Fields. Syms opened for business in October 1992 and
has signed a sublease for the remainder of the original lease term
which expires March 31, 2005. Customer traffic at Strawberry
Fields has increased with the draw of Syms, making vacant space
more marketable. The property has shown an improvement due to the
occupancy increase from 78% at December 31, 1994 to 85% at December
31, 1998. 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
the interest rate reverted to the original 9.0% rate.
Effective October 1, 1998, the Strawberry Joint Venture and the
Strawberry Lender agreed to modify and extend the first mortgage
loan. As of October 1, 1998 and through the extended maturity
date, December 1, 1999, the interest rate was reduced from 9% to 7%
with principal amortization changed from a ten year period to an
eighteen year period.
In the second and fourth quarters of 1998, the Partnership
recorded an impairment of $1,564,101 and $504,935, respectively,
related to other than temporary declines in the value of real
estate for the Strawberry Fields property. These allowances were
allocated to land and building based on the original acquisition
percentages.
Sabal Palm was required to make a balloon mortgage payment in
February 1997. Prior to the scheduled maturity of the First
Mortgage Loan, the lender granted Sabal Palm an extension until
April 1, 1997. On 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 principal and interest of
approximately $26,700 and matures on March 26, 2002. A portion of
the proceeds of the First Mortgage Loan, approximately $3,077,000
was used to retire Sabal Palm's existing mortgage from Lincoln
National Pension Insurance Company.
In the first quarter of 1998, the Partnership became aware that
both Winn-Dixie and Walgreens may vacate their respective spaces at
Sabal Palm prior to their lease termination dates. In the second
quarter of 1998, Winn-Dixie vacated its space at the center. Winn-
Dixie remains liable for rental payments under its lease at Sabal
Palm until April 2005.
Walgreens has not given official notice that they will vacate the
space prior to their lease termination, the General Partners,
however, believe that there is a likelihood that this tenant will
vacate. The General Partners are working to determine the most
beneficial steps to be taken by the Partnership.
In the fourth quarter of 1998, the joint venture recorded an
impairment of $1,499,958 related to an other than temporary decline
in the value of real estate for Sabal Palm. This allowance has
been allocated to the land and building based on the original
acquisition percentages.
On December 10, 1998, the Partnership received notice that an
unsolicited tender offer to purchase up to 25% of the outstanding
Units was to commence with a tender price of $120 per Unit. The
offer was being made, in part, by an entity that owned a nominal
economic interest in the Partnership and was scheduled to terminate
on January 15, 1999. As a result of this unsolicited tender offer
approximately 1,092 economic interests in the Partnership are to be
transferred.
The General Partners remained neutral as to the particular merits
or risks associated with the tender offer to the Limited Partners.
The General Partners believed an informed determination of the true
value of the Units could be made after the receipt of the
appraisals. The General Partners cautioned that the ultimate
amount actually received by each Limited Partner will be affected
by items including, but not limited to, the timing of the
liquidation of the assets, changes in market conditions, necessary
Partnership reserves and the sales prices that can be negotiated.
The General Partners further informed the Limited Partners that,
for those investors who are primarily interested in liquidating
their Units immediately, the tender offer provided such an
opportunity.
In 1998, the General Partners notified the Limited Partners that
they are exploring various alternatives to sell the Partnership's
assets. In this regard, the Partnership engaged a nationally known
appraisal firm to value the Partnership's assets. Additionally,
this firm will assist the General Partners in determining the
appropriate method and timing for the disposition of the
Partnership's assets.
The General Partners have determined to pursue disposition of the
Partnership's assets, and expect to commence the registration and
solicitation process within a few weeks of the date of this Form
10-KSB for the authorization of the Limited Partners for the sale
of all or substantially all of the Partnership's properties. The
solicitation will be accomplished by written notice directed by
U.S. mail to each Limited Partner at the address shown on the
Partnership's records, in accordance with the rules of the
Securities and Exchange Commission and the requirements of
Partnership Agreement.
The General Partners expect to distribute proceeds from
operations, if any, and from the sale of real estate to Limited
Partners in a manner that is consistent with the investment
objectives of the Partnership. Management of the Partnership
believes that cash needs may arise from time to time which will
have the effect of reducing distributions to Limited Partners to
amounts less than would be available from refinancing or sale
proceeds. These cash needs include, among other things,
maintenance of working capital reserves in compliance with the
Agreement as well as payments for major repairs, tenant
improvements and leasing commissions in support of real estate
operations.
Results of Operations
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 1998 and 1997 results are discussed in the
section "Years Ended December 31, 1998 and 1997", 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 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 - Years Ended December 31, 1998 and 1997
(Amounts rounded to 000's)
The Partnership generated a net loss of $2,022,000 for the year
ended December 31, 1998 as compared to net loss of $119,000 for the
same period in 1997. The $1,903,000 increase in net loss resulted
primarily from a $80,000 decrease in total income, a $1,993,000
increase in total expenses and a $678,000 decrease in the share of
Sabal Palm's income. Partially offsetting these items was a
$848,000 increase in the minority interest's share of Strawberry
Fields loss.
Total income for the year ended December 31, 1998 was $2,116,000
as compared to $2,196,000 for the same period in 1997, a decrease
of $80,000. The $80,000 decrease resulted primarily from a
decrease in rental income which is related to a slightly lower
average occupancy for the year ended December 31, 1998 when
compared to the period ended December 31, 1997.
For the year ended December 31, 1998, total expenses were
$4,361,000 as compared to $2,368,000 for the same period in 1997,
an increase of $1,993,000. The increase in total expenses is
primarily a result of increases in the provision for impairment and
interest expense. The provision for impairment at Strawberry
Fields was $2,069,000 for 1998 compared to $0 for 1997, an increase
of $2,069,000. Interest expense was $1,036,000 for 1998 compared
to $1,000,000 for 1997, an increase of $36,000. This increase was
caused primarily by the increase in the interest rate at Fortune
from 3% to 8.5% during the first ten months of 1998. In addition,
interest expense also increased as a result of the interest rate
for Strawberry's mortgage loan reverting to a 7.5% from a 9.0% in
November 1997 and through September 1998. General and
administrative expenses were $310,000 for 1998 compared to $371,000
for 1997, a decrease of $61,000. This decrease was due primarily
to a decrease in bad debt and property insurance expenses.
Results of Operations - 1997 Compared to 1996
(Amounts rounded to nearest 000's)
The Partnership generated a net loss of $119,000 for the year
ended December 31, 1997 as compared to net loss of $40,000 for the
same period in 1996. The $79,000 increase in net loss resulted
primarily from a $118,000 increase in total income and a $168,000
increase in total expenses, and a $36,000 decrease in the share of
Sabal Palm's net income.
Total income for the year ended December 31, 1997 was $2,196,000
as compared to $2,078,000 for the same period in 1996, an increase
of $118,000. The $118,000 increase resulted primarily from an
increase in reimbursable expenses at Raleigh. Partially offsetting
the increase in tenant reimbursements was a decrease in rental
income of $5,000 as a result of T.J. Maxx vacating its space in
January 1996. Although T.J. Maxx vacated its space on January
1996, it continued to pay rent until March 31, 1996, honoring its
lease, while no such payments were made in 1997.
For the year ended December 31, 1997, total expenses were
$2,368,000 as compared to $2,200,000 for the same period in 1996,
an increase of $168,000. The increase in total expenses is
primarily a result of an increase in general and administrative
expenses and real estate taxes. The increase in general and
administrative expenses relates to increased insurance expense at
Strawberry Fields due to an active hurricane season in 1996. The
increase in real estate taxes related primarily to the Raleigh
property. In 1996 Raleigh received tax refunds for prior years
while no refunds were received in 1997.
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.
None.
<PAGE>
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
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. Thomas E. Murphy . . . . . . . . . . . . . . . . . . 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 65) chairman of the board of directors,
president and chief executive officer of the Corporate General
Partner, as well as a principal shareholder of the Corporate
General Partner. He is a member and manager of Brauvin Real Estate
Funds, L.L.C. He is a member of Brauvin Capital Trust L.L.C.
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 six other 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. and Brauvin Securities,
Inc., Illinois companies engaged in the real estate and securities
businesses. He is a director, president and chief executive
officer of Brauvin Net Lease V, Inc. He is the chief executive
officer of Brauvin Capital Trust, Inc. Mr. Brault received a B.S.
in Business from DePaul University, Chicago, Illinois in 1959.
MR. JAMES L. BRAULT (age 38) is a 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 a manager of Brauvin Real Estate Funds, L.L.C.,
Brauvin Capital Trust, L.L.C. and BA/Brauvin L.L.C. He is an
officer of various Brauvin entities which act as the general
partners of six other publicly registered real estate programs.
Mr. Brault is executive vice president and assistant secretary and
is responsible for the overall operations of Brauvin Management
Company. He is also an executive vice president and secretary of
Brauvin Net Lease V, Inc. He is the president of Brauvin Capital
Trust, Inc. 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 origination and
management of commercial real estate loans, as well as the direct
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. THOMAS E. MURPHY (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 entities which act as the
general partners of six other publicly registered real estate
programs. Mr. Murphy is also the chief financial officer of
Brauvin Associates, Inc., Brauvin Management Company, Brauvin
Financial, Inc., Brauvin Securities, Inc. and Brauvin Net Lease V,
Inc. He is the treasurer, chief financial officer and secretary of
Brauvin Capital Trust, Inc. He is responsible for the Partnership's
accounting and financial reporting to regulatory agencies. He
joined the Brauvin organization in July 1994. Prior to joining the
Brauvin organization he was in the accounting department of
Zell/Merrill Lynch and First Capital Real Estate Funds where he was
responsible for the preparation of the accounting and financial
reporting for several real estate limited partnerships and
corporations. Mr. Murphy received a B.S. in Accounting from
Northern Illinois University in 1988. Mr. Murphy is a Certified
Public Accountant and is a member of the Illinois Certified Public
Accountants Society.
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 loss for 1998 and 1997.
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 resigned as an individual general partner of the
Partnership effective 90 days after August 14, 1997 but remains a
shareholder of the Corporate General Partner. He is also a
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
21. Subsidiaries of the registrant
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) No portions of the annual report have been incorporated by
reference in this Form 10-KSB.
(c) Form 8-K. None
(d) An annual report for the fiscal year 1998 will be sent to the
Limited Partners subsequent to this filing.
<PAGE>
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/ Thomas E. Murphy
Thomas E. Murphy
Chief Financial Officer and
Treasurer
INDIVIDUAL GENERAL PARTNER
/s/ Jerome J. Brault
Jerome J. Brault
Dated: March 31, 1999
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . F-2
Consolidated Balance Sheet, December 31, 1998 . . . . . . . . . . F-3
Consolidated Statements of Operations, for the years
ended December 31, 1998 and 1997 . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Partners' Capital, for
the years ended December 31, 1998 and 1997 . . . . . . . . . . . F-5
Consolidated Statements of Cash Flows, for the years
ended December 31, 1998 and 1997 . . . . . . . . . . . . . . . . F-6
Notes to Consolidated Financial Statements . . . . . . . . . . . . F-7
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, 1998, and the related consolidated
statements of operations, partners' capital, and cash flows for the
years ended December 31, 1998 and 1997. 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 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, such 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, 1998, and
the results of their operations and their cash flows for the years
ended December 31, 1998 and 1997 in conformity with generally
accepted accounting principles.
/s/ Deloitte & Touche LLP
Chicago, Illinois
February 16, 1999
<PAGE>
CONSOLIDATED BALANCE SHEET
December 31,
1998
ASSETS
Investment in real estate:
Land $3,605,206
Buildings and improvements 14,159,660
17,764,866
Less accumulated depreciation (5,716,797)
Net investment in real estate 12,048,069
Investment in Sabal Palm Joint
Venture (Note 6) 104,327
Cash and cash equivalents 752,613
Rent receivable (net of allowance of
$160,750) 214,177
Escrow deposits 14,392
Other assets 17,827
Total Assets $13,151,405
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Mortgage notes payable (Note 3) $11,000,831
Accounts payable and accrued expenses 190,463
Tenant security deposits 63,878
Due to affiliates 45,331
Total Liabilities 11,300,503
MINORITY INTEREST IN STRAWBERRY
JOINT VENTURE (352,620)
PARTNERS' CAPITAL:
General Partners (38,168)
Limited Partners (9,550 limited
partnership units issued and
outstanding) 2,241,690
Total Partners' Capital 2,203,522
Total Liabilities and
Partners' Capital $ 13,151,405
See accompanying notes to consolidated financial statements
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31,
1998 1997
INCOME
Rental (Note 5) $1,810,474 $1,787,686
Interest 32,897 37,519
Other, primarily
expense reimbursements 272,390 370,335
Total income 2,115,761 2,195,540
EXPENSES
Interest 1,036,329 1,000,142
Depreciation 413,739 442,702
Real estate taxes 247,535 271,345
Repairs and maintenance 52,232 57,405
Management fees (Note 4) 122,181 119,803
Other property operating 109,212 105,846
Provision for impairment 2,069,036 --
General and
administrative 310,483 371,079
Total expenses 4,360,747 2,368,322
Loss before minority
and equity interests
in joint ventures (2,244,986) (172,782)
Minority interest's
share of Strawberry
Joint Venture's net loss 888,836 40,934
Equity interest in Sabal
Palm Joint Venture's
net (loss) income (665,743) 12,412
Net loss $(2,021,893) $ (119,436)
Net loss allocated to:
General Partners $ (20,219) $ (1,194)
Limited Partners $(2,001,674) $ (118,242)
Net loss per
Limited Partnership
Interest (9,550 units
outstanding) $ (209.60) $ (12.38)
See accompanying notes to consolidated financial statements
<PAGE>
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
Years ended December 31, 1998 and 1997
General Limited
Partners Partners Total
Balance, January 1, 1997 $(16,755) $4,361,606 $4,344,851
Net loss (1,194) (118,242) (119,436)
Balance, December 31, 1997 (17,949) 4,243,364 4,225,415
Net loss (20,219) (2,001,674) (2,021,893)
Balance, December 31, 1998 $(38,168) $2,241,690 $2,203,522
See accompanying notes to consolidated financial statements
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31,
1998 1997
Cash Flows From Operating Activities:
Net loss $(2,021,893) $(119,436)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation 413,739 442,702
Provision for doubtful accounts 54,473 99,653
Minority interest's share of
Strawberry Joint Venture's net loss (888,836) (40,934)
Equity interest in Sabal Palm
Joint Venture net loss (income) 665,743 (12,412)
Provision for impairment 2,069,036
Changes in:
Rent receivable (69,311) (173,162)
Escrow deposits (7,640) 2,490
Other assets 25,110 21,620
Accounts payable and
accrued expenses (31,042) 58,474
Tenant security deposits 21,503 (6,422)
Due to affiliates (1,410) 33,682
Net cash provided by
operating activities 229,472 306,255
Cash Flows From Investing Activities:
Capital expenditures (61,484) (43,787)
Distribution from Sabal Palm Joint
Venture 79,900 118,910
Net cash provided by
investing activities 18,416 75,123
Cash Flows From Financing Activities:
Repayment of mortgage notes payable (336,505) (1,226,741)
Payment of loan fees -- (33,005)
Proceeds from mortgage notes payable -- 875,000
Net cash used in financing activities (336,505) (384,746)
Net decrease in cash and
cash equivalents (88,617) (3,368)
Cash and cash equivalents at
beginning of year 841,230 844,598
Cash and cash equivalents at
end of year $ 752,613 $ 841,230
Supplemental disclosure of cash flow information:
Cash paid for interest $1,022,456 $ 979,814
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. and Jerome J. Brault. Mr. Cezar M. Froelich
resigned as a director of the corporate general partner in December
1994, and resigned as an Individual General Partner effective 90
days from August 14, 1997. Brauvin Ventures, Inc. is owned by
A.G.E. Realty Corporation Inc.(50%), and by Messrs. Brault
(beneficially) (25%) and Froelich (25%). A. G. Edwards & Sons,
Inc. and Brauvin Securities, Inc., affiliates of the General
Partners, were the selling agents of the Partnership. The
Partnership is managed by an affiliate of the General Partners.
The Partnership was formed on April 30, 1984 and filed a
Registration Statement on Form S-11 with the Securities and
Exchange Commission which became effective on February 16, 1984.
The sale of the minimum of $1,200,000 of limited partnership
interests of the Partnership (the "Units") necessary for the
Partnership to commence operations was achieved on April 30, 1984.
The Partnership's offering closed on December 31, 1984. A total of
$9,550,000 of Units were subscribed for and issued between February
16, 1984 and December 31, 1984 pursuant to the Partnership's
public offering.
The Partnership has acquired directly or through joint ventures
the land and buildings underlying Fortune Professional Building,
Raleigh Springs Marketplace, Strawberry Fields Shopping Center and
Sabal Palm Shopping Center.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Management's Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Accounting Method
The accompanying consolidated financial statements have been
prepared using the accrual method of accounting.
Rental Income
Rental income is recognized on a straight line basis over the
life of the related leases. Differences between rental income
earned and amounts due per the respective lease agreements are
credited or charged, as applicable, to deferred rent receivable.
Federal Income Taxes
Under the provisions of the Internal Revenue Code, the
Partnership's income and losses are reportable by the partners on
their respective income tax returns. Accordingly, no provision is
made for Federal income taxes in the financial statements.
Consolidation of Joint Venture Partnership
The Partnership owns a 58% equity interest in an affiliated joint
venture ("Strawberry Joint Venture") which acquired Strawberry
Fields Shopping Center ("Strawberry Fields"). The accompanying
consolidated financial statements have consolidated 100% of the
assets, liabilities, operations and partners' capital of
Strawberry Joint Venture. The minority interest in the
consolidated joint venture is adjusted for the joint venture
partner's share of income or loss and any cash contributions or
cash disbursements from the joint venture partner, Brauvin Real
Estate Fund L.P. 5 ("BREF 5"). All intercompany items and
transactions have been eliminated.
Investment in Joint Venture Partnership
The Partnership owns a 47% equity interest in a Sabal Palm Joint
Venture (see Note 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).
The Partnership has performed an analysis of its long-lived
assets, and the Partnership's management determined that there were
no events or changes in circumstances that indicated that the
carrying amount of the assets may not be recoverable at December
31, 1998 and 1997, except as disclosed below.
In the second and fourth quarters of 1998, the Partnership
recorded provisions for impairments of $1,564,101 and $504,935
related to an other than temporary decline in the value of real
estate for the Strawberry Fields property. These allowances have
been allocated to land and building based on the original
acquisition percentages.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid debt
instruments with an original maturity within three months from date
of purchase.
Estimated Fair Value of Financial Instruments
Disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of Statement of
Financial Accounting Standards No. 107, "Disclosure About Fair
Value of Financial Instruments." The estimated fair value amounts
have been determined by using available market information and
appropriate valuation methodologies. However, considerable
judgement is necessarily required in interpreting market data to
develop estimates of fair value.
The fair value estimates presented herein are based on
information available to management as of December 31, 1998, but
may not necessarily be indicative of the amounts that the
Partnership could realize in a current market exchange. The use of
different assumptions and/or estimation methodologies may have a
material effect on the estimated fair value amounts.
The carrying amounts of the following items are reasonable
estimates of fair value: cash and cash equivalents; rent
receivable; escrow deposits; accounts payable and accrued expenses;
and due to affiliates. The mortgage notes payable at December 31,
1998 have a fair value of approximately $10,968,800 based upon
current interest rates offered for debt of similar instruments in
the market.
(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, 1998, the Preferential Distribution Deficiency
equaled $11,591,315.
(3) MORTGAGE NOTES PAYABLE
Mortgage notes payable at December 31, 1998 consist of the
following:
Interest Date
1998 Rate Due
Raleigh Springs
Marketplace $ 4,759,142 (a)10% 10/99
Fortune Professional
Building 787,484 (b)7.75% 06/99
Strawberry Fields
Shopping Center 5,454,205 (c)7% 12/99
$11,000,831
Maturities of the mortgage notes payable are as follows:
1999 $11,000,831
$11,000,831
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, 1998 was
approximately $5,670,000.
(b) Prior to June 26, 1997, the Partnership made 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 had the option to accelerate the loan maturity July
1 of each year, if the property is not: (i) in good condition and
repair; (ii) occupied at a rate that is equal to the prevailing
occupancy rate for similar properties in the same locale; and (iii)
leased at rental rates which are at least 90% of the prevailing
rate for similar properties in the same locale. The Partnership was
required to make a balloon mortgage payment in July 1997 of
approximately $934,000.
On June 26, 1997, the Partnership obtained a first mortgage loan
in the amount of $875,000 secured by Fortune, from American
National Bank and Trust Company (the "Replacement Loan"). In
connection with the funding of the Replacement Loan, the
Partnership was required to reduce the principal balance of the
original loan by approximately $59,000, out of cash and cash
equivalents, to release the original mortgage loan and pay loan
fees of approximately $33,000. The Replacement Loan has a floating
interest rate based on American National Bank's prime rate, which
at December 31, 1998 was 7.75%. Principal is being amortized based
on a 15-year amortization period and is payable with interest on a
monthly basis. As of December 31, 1998, the Partnership was in
violation of the debt service coverage ratio. Subsequent to the
year end, the Partnership received a waiver of this covenant
violation from the mortgage lender for the period ended December
31, 1998.
The carrying value of Fortune at December 31, 1998 was
approximately $1,618,000.
(c) In February 1993, the Partnership and Strawberry Joint
Venture, finalized a refinancing of the first mortgage loan (the
"Refinancing") on Strawberry Fields with the lender. The
Refinancing became effective retroactive to October 1992. Due to
the Refinancing, the interest rate was reduced to 9% with monthly
payments of interest only from October 1992 through November 1995.
The Strawberry Joint Venture had the option to extend the term of
the loan and make monthly payments of principal and interest from
December 1995 through November 1998, if it is not in default of the
terms of the Refinancing. On September 18, 1995, the Strawberry
Joint Venture notified Lutheran Brotherhood (the "Strawberry
Lender") that it would exercise its option to extend the term of
the Strawberry Fields loan from the original maturity of November
1, 1995 to December 1, 1998. The terms of the extension called for
all provisions of the loan to remain the same except for an
additional monthly principal payment of $12,500. Effective
November 1, 1995, the Strawberry Joint Venture and the Strawberry
Lender agreed to modify the loan by reducing the interest rate to
7.5% for November 1, 1995 through October 31, 1997 and by reducing
the monthly principal payment to $12,000. Commencing November 1,
1997 the interest rate reverted to the original 9.0% rate.
Effective October 1, 1998, the Strawberry Joint Venture and the
Strawberry Lender agreed to modify and extend the first mortgage
loan. As of October 1, 1998 and through the extended maturity
date, December 1, 1999, the interest rate has been reduced from 9%
to 7% with principal amortization changed from a ten year period to
an eighteen year period.
The carrying value of Strawberry Fields at December 31, 1998 was
approximately $4,761,000.
The Partnership is required to make balloon mortgage payments for
Raleigh Springs Marketplace in the amount of $4,692,333 on October
1, 1999, Fortune Office Building in the amount of $758,300 on June
30, 1999 and for Strawberry Fields in the amount of $5,307,223 at
December 1, 1999.
(4) TRANSACTIONS WITH AFFILIATES
Fees and other expenses paid or payable to the General Partners
or their affiliates for the years ended December 31, 1998 and 1997
were as follows:
1998 1997
Management fees $122,181 $112,948
Reimbursable office expenses 112,500 113,463
Legal fees -- 271
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 $9,631 for management fees, as of
December 31, 1998. An amount of $35,700 was due to an affiliate at
December 31, 1998, representing an advance made from Brauvin Real
Estate Fund L.P. 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:
1999 $1,693,026
2000 1,413,007
2001 973,128
2002 737,259
2003 709,695
Thereafter 3,609,133
Total $9,135,248
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 21.0%, respectively, of rental income for the
Partnership for the year ended December 31, 1998. Rental income
received from Toys "R" Us tenant at Raleigh and Florida Choice
(including the Syms sublet) tenant at Strawberry Fields approximate
12.2% and 21.4%, respectively, of rental income for the Partnership
for the year ended December 31, 1997.
<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,
1998
Land, building and personal
property, net $3,223,729
Other assets 233,607
$3,457,336
Mortgage note payable $3,145,598
Other liabilities 86,095
3,231,693
Partners' capital 225,643
$3,457,336
Year Ended Year Ended
December 31, December 31,
1998 1997
Rental income $ 690,779 $648,788
Other income 71,363 75,608
762,142 724,396
Mortgage and
other interest 302,382 307,360
Depreciation 128,662 136,128
Provision for impairment 1,499,958 --
Operating and
administrative expenses 247,614 254,499
2,178,616 697,987
Net (loss) income $(1,416,474) $ 26,409
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 principal and interest of
approximately $26,700 and matures on March 26, 2002. A portion of
the proceeds of the First Mortgage Loan, approximately $3,077,000
was used to retire Sabal Palm's existing mortgage from Lincoln
National Pension Insurance Company.
In the first quarter of 1998, the Partnership became aware that
both Winn-Dixie and Walgreens may vacate their respective spaces at
Sabal Palm prior to their lease termination dates. In the second
quarter of 1998, Winn-Dixie vacated its space at the center. Winn-
Dixie remains liable for rental payments under its lease at Sabal
Palm until April 2005.
Walgreens has not given official notice that they will vacate
their space prior to the lease termination; the General Partners,
however, believe that there is a likelihood that this tenant will
vacate. The General Partners are working to determine the most
beneficial steps to be taken by the Partnership.
In the fourth quarter of 1998, the Joint Venture recorded an
impairment of $1,499,958 related to an other than temporary decline
in the value of real estate for the Sabal Palm property. This
allowance was allocated to the land and building based on the
original acquisition percentages.
<PAGE>
EXHIBIT INDEX
Exhibit (21) Subsidiaries of the Registrant
Exhibit (27) Financial Data Schedule
<PAGE>
Exhibit 21
Name of Subsidiary State of Formation
Brauvin Strawberry Fields
Joint Venture Florida
Brauvin Sabal Palm Joint Venture Florida
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 752,613
<SECURITIES> 104,327 <F1>
<RECEIVABLES> 214,177
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 17,764,866 <F2>
<DEPRECIATION> 5,716,797
<TOTAL-ASSETS> 13,151,405
<CURRENT-LIABILITIES> 0
<BONDS> 11,000,831 <F3>
0
0
<COMMON> 2,203,522 <F4>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 13,151,405
<SALES> 0
<TOTAL-REVENUES> 2,115,761 <F5>
<CGS> 0
<TOTAL-COSTS> 3,324,418 <F6>
<OTHER-EXPENSES> (223,093) <F7>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,036,329
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,021,893)
<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
<F7> "OTHER EXPENSES" REPRESENTS EQUITY AND MINORITY INTEREST
IN JOINT VENTURES' NET INCOME/LOSS
</FN>
</TABLE>
