<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 1999
or
[ ]Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number 0-13402
Brauvin Real Estate Fund L.P. 4
(Name of small business issuer as specified in its
charter)
Delaware 36-3304339
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 North LaSalle Street, Chicago, Illinois 60602
(Address of principal executive offices) (Zip Code)
(312)759-7660
(Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
(Title of class)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the issuer was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
<PAGE>
INDEX
PART I Financial Information
Page
Item 1. Consolidated Financial Statements . . . . . . . . . . . . . . .4
Consolidated Statements of Net Assets in Liquidation
as of September 30, 1999 (Liquidation Basis) and
Balance Sheet at December 31, 1998
(Going Concern Basis).. . . . . . . . . . . . . . . . . . . . .5
Consolidated Statement of Changes in Net Assets in
Liquidation for the period July 12, 1999 to
September 30, 1999 (Liquidation Basis) . . . . . . . . . . . .6
Consolidated Statements of Operations for the period
January 1, 1999 to July 12, 1999 and for the nine
months ended September 30, 1998
(Going Concern Basis).. . . . . . . . . . . . . . . . . . . . .7
Consolidated Statements of Operations for the period
July 1, 1999 thru July 12, 1999 and for the three
months ended September 30,1998
(Going Concern Basis) . . . . . . . . . . . . . . . . . . . . .8
Consolidated Statements of Partners' Capital for the
period January 1, 1998 to July 12, 1999
(Going Concern Basis). . . . . . . . . . . . . . . . . . . . .9
Consolidated Statements of Cash Flows for the period
January 1, 1999 to July 12, 1999 and for the nine
months ended September 30, 1998
(Going Concern Basis). . . . . . . . . . . . . . . . . . . . 10
Notes to Consolidated Financial Statements . . . . . . . . . 11
Item 2. Management's Discussion and Analysis or Plan
of Operation. . . . . . . . . . . . . . . . . . . . . . . . . 22
PART II
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . 29
Item 2. Changes in Securities . . . . . . . . . . . . . . . 29
Item 3. Defaults Upon Senior Securities . . . . . . . . . . 29
Item 4. Submission of Matters to a Vote of Security
Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Item 5. Other Information . . . . . . . . . . . . . . . . . 29
Item 6. Exhibits, and Reports on Form 8-K . . . . . . . . . 29
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 30
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
Except for the December 31, 1998 Consolidated Balance Sheet
(Going Concern Basis), the following Consolidated Statement of Net
Assets in Liquidation as of September 30, 1999 (Liquidation
Basis),Consolidated Statement of Changes in Net Assets in
Liquidation for the period July 12, 1999 to September 30, 1999
(Liquidation Basis), Consolidated Statements of Operations for the
period January 1, 1999 to July 12, 1999 and for the nine months
ended September 30, 1998 (Going Concern Basis), Consolidated
Statements of Operations for the period July 1, 1999 to July 12,
1999 and the three months ended September 30, 1998 (Going Concern
Basis), Consolidated Statement of Partners' Capital for the period
January 1, 1998 to July 12, 1999 (Going Concern Basis) and the
Consolidated Statements of Cash Flows for the period January 1,
1999 thru July 12, 1999 and for the nine months ended September 30,
1998 (Going Concern Basis) for Brauvin Real Estate Fund L.P. 4 (the
"Partnership") are unaudited but reflect, in the opinion of the
management, all adjustments necessary to present fairly the
information required. All such adjustments are of a normal
recurring nature.
These consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the Partnership's 1998 Annual Report on Form
10-KSB.
<PAGE>
BRAUVIN REAL ESTATE FUND L.P. 4
(a Delaware limited partnership)
CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION AS OF
SEPTEMBER 30, 1999 AND BALANCE SHEET AT DECEMBER 31, 1998
(Unaudited)
(Liquidation (Going Concern
Basis) Basis)
September 30, 1999 December 31,1998
ASSETS
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
Real estate held for sale $12,824,250 --
Investment in Sabal
Joint Venture (Note 6) 42,128 104,327
Cash and cash equivalents 1,016,466 752,613
Tenant Receivables 122,706 214,177
Escrow deposits 48,817 14,392
Other assets 31,717 17,827
Total Assets $14,086,084 $13,151,405
LIABILITIES AND PARTNERS' CAPITAL
Mortgage notes payable (Note 4) $10,770,711 $11,000,831
Accounts payable and accrued expenses 256,525 190,463
Deferred gain on sale of real estate 1,000,562 --
Reserve for estimated costs during
the period of liquidation 389,875 --
Tenant security deposits 68,604 63,878
Due to affiliates 43,135 45,331
Total Liabilities 12,529,412 11,300,503
MINORITY INTEREST IN
STRAWBERRY JOINT VENTURE (326,180) (352,620)
Net Assets in Liquidation $ 1,882,852 --
PARTNERS' CAPITAL
General Partners (38,168)
Limited Partners 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>
BRAUVIN REAL ESTATE FUND L.P. 4
(a Delaware limited partnership)
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(LIQUIDATION BASIS) FOR THE PERIOD
JULY 12, 1999 TO SEPTEMBER 30, 1999
(Unaudited)
Net assets at July 12, 1999
(Going Concern Basis) $2,270,262
Income from operations 18,365
Adjustments to liquidation basis (405,775)
Net assets in liquidation at September 30, 1999 $1,882,852
See accompanying notes to consolidated financial statements
<PAGE>
BRAUVIN REAL ESTATE FUND L.P. 4
(a Delaware limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Going Concern Basis)
(Unaudited)
January 1, 1999 Nine Months
to ended
July 12, 1999 September 30, 1998
INCOME:
Rental $1,124,439 $1,339,388
Interest 19,432 21,199
Other 207,038 261,170
Total income 1,350,909 1,621,757
EXPENSES:
Interest 538,962 808,522
Depreciation 239,233 312,527
Real estate taxes 145,635 195,626
Repairs and maintenance 33,680 43,565
Management fees (Note 5) 77,431 91,847
Other property operating 59,969 82,497
Provision for impairment -- 1,564,101
General and administrative 191,511 224,002
Total expenses 1,286,421 3,322,687
Income(loss)before minority
and equity interest in
joint ventures 64,488 (1,700,930)
Minority interest's
share of Strawberry
Joint Venture's net (income) loss (23,937) 689,947
Equity interest in Sabal
Palm Joint Venture's
net income 26,189 44,335
Net income (loss) $ 66,740 $ (966,648)
Net income (loss) allocated
to General Partners $ 667 $ (9,666)
Net income (loss) allocated to
Limited Partners $ 66,073 $ (956,982)
Net income (loss) per unit
outstanding $ 6.92 $ (100.21)
See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN REAL ESTATE FUND L.P. 4
(a Delaware limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Going Concern Basis)
(Unaudited)
July 1, 1999 Three Months
to ended
July 12, 1999 September 30, 1998
INCOME:
Rental $163,848 $463,611
Interest 2,477 6,811
Other 33,379 86,593
Total income 199,704 557,015
EXPENSES:
Interest 71,201 267,684
Depreciation 34,268 101,598
Real estate taxes 21,749 55,232
Repairs and maintenance 2,003 9,032
Management fees (Note 5) 10,124 32,597
Other property operating 5,762 24,114
General and administrative 59,918 32,369
Total expenses 205,025 522,626
(Loss) income before minority
and equity interest in
joint ventures (5,321) 34,389
Minority interest's
share of Strawberry
Joint Venture's net loss 2,839 6,031
Equity interest in Sabal
Palm Joint Venture's
net loss (5,929) (5,876)
Net (loss) income $ (8,411) $ 34,544
Net (loss) income allocated
to General Partners $ (84) $ 345
Net (loss) income allocated to
Limited Partners $ (8,327) $ 34,199
Net (loss) income per unit
outstanding $ (0.87) $ 3.58
See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN REAL ESTATE FUND L.P. 4
(a Delaware limited partnership)
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
For the Period January 1, 1998 to July 12, 1999
(Going Concern Basis)
(Unaudited)
General Limited
Partners Partners* Total
Balance, January 1, 1998 $(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
Net income 667 66,073 66,740
Balance, July 12, 1999 $(37,501) $2,307,763 $2,270,262
* Total Units outstanding at July 12, 1999 and December 31, 1998
were 9,550.
See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN REAL ESTATE FUND L.P. 4
(a Delaware limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the period January 1, 1999 to July 12, 1999
and for the nine months ended September 30, 1998
(Unaudited)
1999 1998
Cash Flows From Operating Activities:
Net income (loss) $ 66,740 $(966,648)
Adjustments to reconcile net
income(loss) to net cash provided by
operating activities:
Depreciation 239,233 312,527
Provision for impairment -- 1,564,101
Provision for doubtful accounts (400) 47,723
Minority interest's share of
Strawberry Joint Venture's
net income (loss) 23,937 (689,947)
Equity interest in Sabal Palm
Joint Venture net income (26,189) (44,335)
Changes in:
Rent receivable 81,878 (107,556)
Escrow deposits (26,774) (34,415)
Other assets (9,879) (1,648)
Accounts payable and
accrued expenses 24,195 73,259
Due to affiliates (11,914) 7,849
Tenant security deposits (5,345) 28,318
Net cash provided by operating
activities 355,482 189,228
Cash Flows From Investing Activities:
Capital expenditures (23,516) (58,080)
Distribution from Sabal Palm Joint
Venture 67,680 79,900
Net cash provided by investing activities 44,164 21,820
Cash Flows From Financing Activities:
Repayment of mortgage notes payable (173,143) (262,255)
Cash used in financing activities (173,143) (262,255)
Net increase (decrease)in cash
and cash equivalents 226,503 (51,207)
Cash and cash equivalents at
beginning of period 752,613 841,230
Cash and cash equivalents at
end of period $ 979,116 $ 790,023
Supplemental disclosure of cash
flow information:
Cash paid for interest $ 527,660 $ 791,075
See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN REAL ESTATE FUND L.P. 4
(a Delaware limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Brauvin Real Estate Fund L.P. 4 (the "Partnership") is a Delaware
limited partnership organized for the purpose of acquiring,
operating, holding for investment and disposing of existing office
buildings, medical office centers, shopping centers and industrial
and retail commercial buildings of a general purpose nature, all in
metropolitan areas. The General Partners of the Partnership are
Brauvin Ventures, Inc. and Jerome J. Brault. Mr. Cezar M. Froelich
resigned as a director of the corporate general partner in December
1994, and resigned as an Individual General Partner effective 90
days from August 14, 1997. Brauvin Ventures, Inc. is owned by
A.G.E. Realty Corporation Inc.(50%), and by Messrs. Brault
(beneficially) (25%) and Froelich (25%). A. G. Edwards & Sons,
Inc. and Brauvin Securities, Inc., affiliates of the General
Partners, were the selling agents of the Partnership. The
Partnership is managed by an affiliate of the General Partners.
The Partnership was formed on April 30, 1984 and filed a
Registration Statement on Form S-11 with the Securities and
Exchange Commission which became effective on February 16, 1984.
The sale of the minimum of $1,200,000 of limited partnership
interests of the Partnership (the "Units") necessary for the
Partnership to commence operations was achieved on April 30, 1984.
The Partnership's offering closed on December 31, 1984. A total of
$9,550,000 of Units were subscribed for and issued between February
16, 1984 and December 31, 1984 pursuant to the Partnership's public
offering.
The Partnership has acquired directly or through joint ventures
the land and buildings underlying Fortune Professional Building,
Raleigh Springs Marketplace, Strawberry Fields Shopping Center and
Sabal Palm Shopping Center.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Management's Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Basis of Presentation
As a result of the July 12, 1999 authorization by a majority of
the Limited Partners to sell all of the Partnership's existing
properties the Partnership has begun the liquidation process and,
in accordance with generally accepted accounting principles, the
Partnership's financial statements for periods subsequent to July
12, 1999 have been prepared on a liquidation basis. Accordingly,
the carrying value of the assets is presented at net realizable
amounts and all liabilities are presented at estimated settlement
amounts, including estimated costs associated with carrying out the
liquidation. Preparation of the financial statements on a
liquidation basis requires significant assumptions by management,
including the estimate of liquidation costs and the resolution of
any contingent liabilities. There may be differences between the
assumptions and the actual results because events and circumstances
frequently do not occur as expected. Those differences, if any,
could result in a change in the net assets recorded in the
statement of net assets as of September 30, 1999.
Accounting Method
The accompanying consolidated financial statements have been
prepared using the accrual method of accounting.
Rental Income
Prior to the presentation of the financial statements on the
liquidation basis, rental income was 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 were 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
Prior to the preparation of the financial statements on a
liquidation basis, the operating properties acquired by the
Partnership were stated at cost including acquisition costs,
leasing commissions, tenant improvements and net of a provision for
impairment. Depreciation and amortization were recorded on a
straight-line basis over the estimated economic lives of the
properties, which approximate 38 years, and the term of the
applicable leases, respectively. All of the Partnership's
properties are subject to liens under first mortgages (see Note 4).
The Partnership provided provision for impairment to reduce the
cost basis of real estate to its estimated fair value when the real
estate is judged to have suffered an impairment that is other than
temporary. 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, except as disclosed below.
In the second and fourth quarters of 1998, the Partnership
recorded provisions for impairment of $1,564,101 and $504,935,
respectively, related to an other than temporary decline in the
value of real estate for the Strawberry Fields property. These
allowances have been allocated to land and building based on the
original acquisition percentages.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid debt
instruments with an original maturity within three months from date
of purchase.
Estimated Fair Value of Financial Instruments
Disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of Statement of
Financial Accounting Standards No. 107, "Disclosure About Fair
Value of Financial Instruments." The estimated fair value amounts
have been determined by using available market information and
appropriate valuation methodologies. However, considerable
judgement is necessarily required in interpreting market data to
develop estimates of fair value.
The fair value estimates presented herein are based on
information available to management as of 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.
(2) ADJUSTMENT TO LIQUIDATION BASIS
On July 12, 1999, in accordance with the liquidation basis of
accounting, assets were adjusted to estimated net realizable value
and liabilities were adjusted to estimated settlement amounts,
including estimated costs associated with carrying out the
liquidation. The net adjustment required to convert from the going
concern (historical cost) basis to the liquidation basis of
accounting was a decrease in assets of $405,775 which is included
in the September 30, 1999 statement of changes in net assets in
liquidation. Significant changes in the carrying value of assets
and liabilities are summarized as follows:
Increase in real estate held for sale (a) $ 991,898
Write-off of deferred rent receivable (14,240)
Write-off of mortgage points (1,660)
Increase in deferred gain on sale
of real estate (991,898)
Estimated liquidation costs (389,875)
Total adjustment to liquidation basis $(405,775)
(a) Net of estimated closing costs.
(3) PARTNERSHIP AGREEMENT
The Partnership Agreement (the "Agreement") provides that 99% of
the net profits and losses from operations of the Partnership for
each fiscal year shall be allocated to the Limited Partners and 1%
of net profits and losses from operations shall be allocated to the
General Partners. The net profit of the Partnership from the sale
or other disposition of a Partnership property shall be allocated
as follows: first, there shall be allocated to the General
Partners the greater of: (i) 1% of such net profits; or (ii) the
amount distributable to the General Partners as Net Sale Proceeds
from such sale or other disposition 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 September 30, 1999, the Preferential Distribution Deficiency
equaled $12,307,565.
(4) MORTGAGE NOTES PAYABLE
Mortgage notes payable at September 30, 1999 consist of the
following:
Interest Date
1999 Rate Due
Raleigh Springs
Marketplace $ 4,692,334 (a)10% 10/00
Fortune Professional
Building 743,726 (b)8.25% 06/00
Strawberry Fields
Shopping Center 5,334,651 (c)7% 12/99
$10,770,711
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 July 12, 1999 was approximately
$5,562,000.
(b) Prior to June 26, 1997, the Partnership made monthly payments
of interest and principal based upon a: (i) 25-year amortization
schedule plus 100% of Available Cash Flow from July 1, 1992 through
June 1, 1993; and (ii) 15-year amortization schedule plus 50% of
Available Cash Flow from July 1, 1993 through July 1, 1997.
The lender had the option to accelerate the loan maturity July
1 of each year, if the property is not: (i) in good condition and
repair; (ii) occupied at a rate that is equal to the prevailing
occupancy rate for similar properties in the same locale; and (iii)
leased at rental rates which are at least 90% of the prevailing
rate for similar properties in the same locale. The Partnership
was required to make a balloon mortgage payment in July 1997 of
approximately $934,000.
On June 26, 1997, the Partnership obtained a first mortgage loan
in the amount of $875,000 secured by Fortune, from American
National Bank and Trust Company (the "Replacement Loan"). In
connection with the funding of the Replacement Loan, the
Partnership was required to reduce the principal balance of the
original loan by approximately $59,000, out of cash and cash
equivalents, to release the original mortgage loan and pay loan
fees of approximately $33,000. Prior to the Replacement Loan
original maturity in June 1999, the Partnership and American
National Bank agreed to extend the term of the Replacement Loan to
June 30, 2000 under the same terms and conditions. The Replacement
Loan has a floating interest rate based on American National Bank's
prime rate, which at September 30, 1999 was 8.25%. 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 July 12, 1999 was approximately
$1,602,000.
(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 September 30, 1999 was
approximately $4,669,000.
The Partnership is required to make balloon mortgage payments for
Raleigh Springs Marketplace in the amount of $4,595,128 on October
1, 2000, Fortune Office Building in the amount of $704,830 on June
30, 2000 and for Strawberry Fields in the amount of $5,307,223 at
December 1, 1999.
(5) TRANSACTIONS WITH AFFILIATES
Fees and other expenses paid or payable to the General Partners
or their affiliates for the nine months ended September 30, 1999
and 1998 were as follows:
1999 1998
Management fees $90,400 $91,847
Reimbursable office expenses 89,824 74,175
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 $7,435 for management fees as of
September 30, 1999. An amount of $35,700 was due to an affiliate
at September 30, 1999, representing an advance made from Brauvin
Real Estate Fund L.P. 5 to the Strawberry Fields Joint Venture.
(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:
(Liquidation (Going Concern
Basis) Basis)
September 30, December 31,
1999 1998
Land and buildings, net $ -- $3,223,729
Real estate held for sale 3,150,250 --
Other assets 183,063 233,607
$3,333,313 $3,457,336
Mortgage note payable $3,118,243 $3,145,598
Other liabilities 121,766 86,095
3,240,009 3,231,693
Net Assets in liquidation $ 93,304
Partners' capital 225,643
$3,457,336
GOING CONCERN BASIS
January 1, 1999 January 1, 1998
to to
July 12, 1999 September 30, 1998
Rental income $456,740 $548,984
Other income 52,694 59,450
509,434 608,434
Mortgage and
other interest 173,479 226,535
Depreciation 61,065 102,391
Operating and
administrative expenses 219,169 185,179
453,713 514,105
Net income $ 55,721 $ 94,329
Sabal Palm was required to make a balloon mortgage payment in
February 1997. Prior to the scheduled maturity of the First
Mortgage Loan, the lender granted Sabal Palm an extension until
April 1, 1997. On June 30, 1997, Sabal Palm obtained a first
mortgage loan in the amount of $3,200,000 (the "First Mortgage
Loan") secured by its real estate, from NationsBanc Mortgage
Capital Corporation. The First Mortgage Loan bears interest at the
rate of 8.93% per annum, is amortized over a 25-year period,
requires monthly payments of principal and interest of
approximately $26,700 and matures on March 26, 2002. A portion of
the proceeds of the First Mortgage Loan, approximately $3,077,000
was used to retire Sabal Palm's existing mortgage from Lincoln
National Pension Insurance Company.
In the first quarter of 1998, the Partnership became aware that
both Winn-Dixie and Walgreens may vacate their respective spaces at
Sabal Palm prior to their lease termination dates. In the second
quarter of 1998, Winn-Dixie vacated its space at the center. Winn-
Dixie remains liable for rental payments under its lease at Sabal
Palm until April 2005.
Walgreens has not given official notice that they will vacate
their space prior to the lease termination; the General Partners,
however, believe that there is a likelihood that this tenant will
vacate. The General Partners are working to determine the most
beneficial steps to be taken by the Partnership.
In the fourth quarter of 1998, Sabal Palm recorded an impairment
of $1,499,958 related to an other than temporary decline in the
value of real estate for the Sabal Palm property. This allowance
was allocated to the land and building based on the original
acquisition percentages.
<PAGE>
ITEM 2. Management's Discussion and Analysis or Plan of
Operation.
General
Certain statements in this Quarterly Report that are not
historical fact constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Without limiting the foregoing, words such as "anticipates,"
"expects," "intends," "plans" and similar expressions are intended
to identify forward-looking statements. These statements are
subject to a number of risks and uncertainties. Actual results
could differ materially from those projected in the forward-looking
statements. The Partnership undertakes no obligation to update
these forward-looking statements to reflect future events or
circumstances.
Year 2000
The "Year 2000" problem concerns the inability of computer
technology systems to correctly identify and process date sensitive
information beyond December 31, 1999. Many computers
automatically add the "19" prefix to the last two digits the
computer reads for the year when date information is needed in
computer software programs. Thus when a date beginning on January
1, 2000 is entered into a computer, the computer may interpret this
date as the year "1900" rather than "2000".
The Partnership's computer information technology systems consist
of a network of personal computers linked to a server built using
hardware and software from mainstream suppliers. The Partnership
does not own any equipment that contains embedded microprocessors,
which may also pose a potential Year 2000 problem. Additionally,
the Partnership has no internally generated software coding to
correct as all of the Partnership's software is purchased and
licensed from external providers. These external providers have
assured management that their systems are, or will be, Year 2000
compliant.
The Partnership has two main software packages that contain date
sensitive information, (i) accounting and (ii) investor relations.
In 1997, the Partnership initiated and completed the conversion
from its existing accounting software to a new software program
that is Year 2000 compliant. In 1998, the investor relations
software was also updated to a new software program that is Year
2000 compliant. Management has determined that the Year 2000 issue
will not pose significant operational problems for its remaining
computer software systems. All costs associated with these
conversions are expensed as incurred, and are not material.
Management does not believe that any further expenditures will be
necessary for the Partnership to be Year 2000 compliant. However,
existing personal computers may be replaced from time to time with
newer machines.
Also in 1997, management of the Partnership initiated formal
communications with all of its significant third party vendors,
service providers and financial institutions to determine the
extent to which the Partnership is vulnerable to those third
parties failure to remedy their own Year 2000 issue. There can be
no guarantee that the systems of these third parties will be timely
converted and would not have an adverse effect on the Partnership.
The most reasonably likely worst case scenario for the
Partnership with respect to the Year 2000 issue would be the
inability of certain tenants to timely make their rental payments
beginning in January 2000. This could result in the Partnership
temporarily suffering a depletion of the Partnership's cash
reserves as expenses will need to be paid while the cash flows from
revenues are delayed. The Partnership has no formal Year 2000
contingency plan.
Liquidity and Capital Resources
The Partnership intends to satisfy its short-term liquidity needs
through cash flow from the properties. Long-term liquidity needs
are expected to be satisfied through extension of the existing
mortgages and ultimately through property sales.
Fortune was required to make a balloon mortgage payment in July
1997 of approximately $934,000. On June 26, 1997, the Partnership
obtained the Replacement Loan in the amount of $875,000 secured by
Fortune, from American National Bank and Trust Company. In
connection with the funding of the Replacement Loan, the
Partnership was required to reduce the outstanding principal
balance of the original mortgage loan by approximately $59,000, out
of cash and cash equivalents, to release the original mortgage loan
and pay loan fees of approximately $33,000. The Replacement Loan
has a floating interest rate based on American National Bank's
prime rate, which at September 30, 1999 was 8.25%. Principal is
being amortized based on a 15-year amortization period and is
payable with interest on a monthly basis. The Replacement Loan has
been extended through June 30, 2000. The occupancy level at
Fortune at September 30, 1999 was 95%, compared to 80% at December
31, 1998.
Raleigh Springs has continued to generate a positive cash flow
despite losing T.J. Maxx, an anchor tenant, which occupied 21% of
the total space. In November 1996, Methodist Hospital entered into
a lease for approximately 9,500 square feet. The remaining space
has been leased to a carpet supplier. The occupancy rate at
Raleigh at September 30, 1999 was 93%, compared to 95% at December
31, 1998.
In November 1992, the Partnership negotiated a modification of
the terms of the mortgage on Raleigh Springs with the lender (the
"Modified Loan"). In October 1992, the interest rate was reduced
from 12.75% to 10.00%. Since November 1992 and through September
1999, principal and interest payments are based on a 25-year
amortization schedule. The Modified Loan capitalized the August,
September and October 1992 mortgage payments with the final payment
due on October 1, 2000. The Partnership is current on its mortgage
payments for the Raleigh Springs loan.
The Strawberry Joint Venture secured a replacement tenant, Syms,
a national discount clothing retailer, to sublease the Kroger space
at Strawberry Fields. Syms opened for business in October 1992 and
has signed a sublease for the remainder of the original lease term
which expires June 30, 2005. Customer traffic at Strawberry Fields
has increased with the draw of Syms, making vacant space more
marketable. The Strawberry Joint Venture is aggressively marketing
the property having engaged a prominent local brokerage firm to
assist the Strawberry Joint Venture's on-site leasing
representative in the marketing of the shopping center. The
occupancy rate at Strawberry Fields at September 30, 1999 was 92%,
compared to 86% at December 31, 1998.
On September 18, 1995, the Strawberry Joint Venture notified the
Strawberry Lender that it would exercise its option to extend the
term of the Strawberry Fields loan from the original maturity of
November 1, 1995 to December 1, 1998. The terms of the extension
called for all provisions of the loan to remain the same except for
an additional monthly principal payment of $12,500. Effective
November 1, 1995, the Strawberry Joint Venture and the Strawberry
Lender agreed to modify the loan by reducing the interest rate to
7.5% for November 1, 1995 through October 31, 1997 and by reducing
the monthly principal payment to $12,000. As of November 1, 1997
the interest rate reverted to the original 9.0% rate.
Effective October 1, 1998, the Strawberry Joint Venture and the
Strawberry Lender agreed to modify and extend the first mortgage
loan. As of October 1, 1998 and through the extended maturity
date, December 1, 1999, the interest rate was reduced from 9% to 7%
with principal amortization changed from a ten year period to an
eighteen year period.
In the second and fourth quarters of 1998, the Partnership
recorded an impairment of $1,564,101 and $504,935, respectively,
related to other than temporary declines in the value of real
estate for the Strawberry Fields property. These allowances were
allocated to land and building based on the original acquisition
percentages.
Sabal Palm was required to make a balloon mortgage payment in
February 1997. Prior to the scheduled maturity of the First
Mortgage Loan, the lender granted Sabal Palm an extension until
April 1, 1997. On June 30, 1997, Sabal Palm obtained a first
mortgage loan in the amount of $3,200,000 (the "First Mortgage
Loan") secured by its real estate, from NationsBanc Mortgage
Capital Corporation. The First Mortgage Loan bears interest at the
rate of 8.93% per annum, is amortized over a 25-year period,
requires monthly payments of principal and interest of
approximately $26,700 and matures on March 26, 2002. A portion of
the proceeds of the First Mortgage Loan, approximately $3,077,000
was used to retire Sabal Palm's existing mortgage from Lincoln
National Pension Insurance Company.
In the first quarter of 1998, the Partnership became aware that
both Winn-Dixie and Walgreens may vacate their respective spaces at
Sabal Palm prior to their lease termination dates. In the second
quarter of 1998, Winn-Dixie vacated its space at the center. Winn-
Dixie remains liable for rental payments under its lease at Sabal
Palm until April 2005.
Walgreens has not given official notice that they will vacate the
space prior to their lease termination, the General Partners,
however, believe that there is a likelihood that this tenant will
vacate. The General Partners are working to determine the most
beneficial steps to be taken by the Partnership.
In the fourth quarter of 1998, Sabal Palm recorded an impairment
of $1,499,958 related to an other than temporary decline in the
value of real estate for Sabal Palm. This allowance has been
allocated to the land and building based on the original
acquisition percentages.
On December 10, 1998, the Partnership received notice that an
unsolicited tender offer to purchase up to 25% of the outstanding
Units was to commence with a tender price of $120 per Unit. The
offer was being made, in part, by an entity that owned a nominal
economic interest in the Partnership and was scheduled to terminate
on January 15, 1999. As a result of this unsolicited tender offer
approximately 1,092 economic interests in the Partnership are to be
transferred.
On May 12, 1999, the Partnership received notice that an
unsolicited tender offer to purchase up to approximately 25% of the
outstanding Units was to commence with a tender price of $170 per
Unit. The offer was made, in part, by an entity that owned a
nominal economic interest in the Partnership and was scheduled to
expire on June 25, 1999.
The General Partners remained neutral as to the particular merits
or risks associated with the tender offers to the Limited Partners.
The General Partners believed an informed determination of the true
value of the Units could be made after the receipt of the
appraisals. The General Partners cautioned that the ultimate
amount actually received by each Limited Partner will be affected
by items including, but not limited to, the timing of the
liquidation of the assets, changes in market conditions, necessary
Partnership reserves and the sales prices that can be negotiated.
The General Partners further informed the Limited Partners that,
for those investors who are primarily interested in liquidating
their Units immediately, the tender offer provided such an
opportunity.
In 1998, the General Partners notified the Limited Partners that
they are exploring various alternatives to sell the Partnership's
assets. In this regard, the Partnership engaged a nationally known
appraisal firm to value the Partnership's assets. Additionally,
this firm will assist the General Partners in determining the
appropriate method and timing for the disposition of the
Partnership's assets.
The General Partners determined to pursue disposition of the
Partnership's assets, and began the registration and solicitation
process for the authorization of the Limited Partners for the sale
of all or substantially all of the Partnership's properties. That
solicitation was 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 the
Partnership Agreement.
As a result of the July 12, 1999 authorization by a majority of
the Limited Partners to sell all of the Partnership's existing
properties the Partnership has begun the liquidation process and,
in accordance with generally accepted accounting principles, the
Partnership's financial statements for periods subsequent to July
12, 1999 have been prepared on a liquidation basis. Accordingly,
the carrying value of the assets is presented at net realizable
amounts and all liabilities are presented at estimated settlement
amounts, including estimated costs associated with carrying out the
liquidation. Preparation of the financial statements on a
liquidation basis requires significant assumptions by management,
including the estimate of liquidation costs and the resolution of
any contingent liabilities. There may be differences between the
assumptions and the actual results because events and circumstances
frequently do not occur as expected. Those differences, if any,
could result in a change in the net assets recorded in the
statement of net assets as of September 30, 1999. The Partnership
has begun the liquidation process and is actively marketing the
properties for sale.
The General Partners expect to distribute proceeds from operating
cash flow, if any, and from the sale of real estate to Limited
Partners in a manner that is consistent with the investment
objectives of the Partnership. Management of the Partnership
believes that cash needs may arise from time to time which will
have the effect of reducing distributions to Limited Partners to
amounts less than would be available from refinancing or sale
proceeds. These cash needs include, among other things,
maintenance of working capital reserves in compliance with the
Agreement as well as payments for major repairs, tenant
improvements and leasing commissions in support of real estate
operations.
Results of Operations - For the period January 1, 1999 to July 12,
1999 and the nine months ended September 30, 1998
(Amounts rounded to nearest $000's)
The Partnership generated net income of $67,000 for the period
January 1, 1999 to July 12, 1999 as compared to net loss of
$967,000 for the nine months ended September 30, 1998. The
increase of $1,034,000 in net income resulted primarily from a
decrease of $271,000 in total income and a decrease of $2,037,000
in total expense.
Total income for the period January 1, 1999 to July 12, 1999 was
$1,351,000 as compared to $1,622,000 for the nine months ended
September 30, 1998, a decrease of $271,000. The $271,000 decrease
resulted primarily from the Partnership's July 12, 1999 adoption of
the liquidation basis of accounting, therefore seven months of
operating income were included in the 1999 period compared to nine
months in the 1998 period.
Total expenses for the period January 1, 1999 to July 12, 1999
was $1,286,000 compared to $3,323,000 for the nine months ended
September 30, 1998, a decrease of $2,037,000. The decrease of
$2,037,000 in expenses resulted primarily from the Partnership's
1998 provision for impairment of $1,564,000 while no such provision
was recorded in the period from January 1, 1999 to July 12, 1999.
Also complicating comparisons between the two periods was the
Partnership's July 12, 1999 adoption of the liquidation basis of
accounting, therefore seven months of operating expenses were
included in the 1999 period compared to nine months in the 1998
period.
Results of Operations - For the period July 1, 1999 to July 12,
1999 and the three months ended September 30, 1998
(Amounts rounded to nearest $000's)
The Partnership generated net loss of $8,000 for the period July
1, 1999 to July 12, 1999 as compared to net income of $35,000 for
the three month period ended on September 30, 1998. The $43,000
decrease in net income resulted primarily from a decrease of
$357,000 in total income and a decrease of $318,000 in total
expense.
Total income for the period July 1, 1999 to July 12, 1999 was
$200,000 as compared to $557,000 for the three months ended
September 30, 1998, a decrease of $357,000. The $357,000 decrease
resulted primarily from the Partnership's July 12, 1999 adoption of
the liquidation basis of accounting, therefore one month of
operating income was included in the 1999 period compared to three
months in the 1998 period.
Total expenses for the period July 1, 1999 to July 12, 1999 was
$205,000 compared to $523,000 for the three months ended September
30, 1998, a decrease of $318,000. The decrease of $318,000 in
expenses resulted primarily from the Partnership's July 12, 1999
adoption of the liquidation basis of accounting, therefore one
month of operating expenses were included in the 1999 period
compared to three months in the 1998 period.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
None.
ITEM 2. Changes in Securities.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission of Matters to a Vote of Security
Holders.
None.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports On Form 8-K.
Exhibit 27. Financial Data Schedule.
On July 15, 1999, the Partnership filed a Form 8-K to
report the results of the solicitation of the Limited
Partners for the sale of the Partnership's assets.
The Limited Partners, by a majority vote, have
approved the plan to sell the Partnership's assets.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BY: Brauvin Ventures, Inc.
Corporate General Partner of
Brauvin Real Estate Fund L.P. 4
BY: /s/ Jerome J. Brault
Jerome J. Brault
Chairman of the Board of
Directors and President
DATE: November 15, 1999
BY: /s/ Thomas E. Murphy
Thomas E. Murphy
Chief Financial Officer and
Treasurer
DATE: November 15, 1999
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,016,466
<SECURITIES> 42,128 <F1>
<RECEIVABLES> 122,706
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 12,824,250 <F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,086,084
<CURRENT-LIABILITIES> 1,758,701
<BONDS> 10,770,771 <F3>
0
0
<COMMON> 1,882,852 <F4>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 1,350,909 <F5>
<CGS> 0
<TOTAL-COSTS> 747,459 <F6>
<OTHER-EXPENSES> 2,252 <F7>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 538,962
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 66,740
<EPS-BASIC> 0
<EPS-DILUTED> 0
<FN>
<F1> "SECURITIES" REPRESENTS INVESTMENT IN JOINT VENTURE
<F2> "PP&E" REPRESENTS REAL ESTATE HELD FOR SALE
<F3> "BONDS" REPRESENTS MORTGAGES PAYABLE
<F4> "COMMON" REPRESENTS NET ASSETS IN LIQUIDATION
<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>
