<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 March 31, 2000
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number 0-13402
Brauvin Real Estate Fund L.P. 4
(Name of small business issuer as specified in its
charter)
Delaware 36-3304339
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 North LaSalle Street, Chicago, Illinois 60602
(Address of principal executive offices) (Zip Code)
(312)759-7660
(Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
(Title of class)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the issuer was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
INDEX
PART I
Page
Item 1. Consolidated Financial Statements. . . . . . . . . . . . . . 3
Consolidated Statement of Net Assets in Liquidation
as of March 31, 2000 (Liquidation Basis) . . . . . . . . . . 4
Consolidated Statement of Changes in Net Assets
in Liquidation for the period January 1, 2000 to
March 31, 2000 (Liquidation Basis) . . . . . . . . . . . . . 5
Consolidated Statements of Operations for the
three months ended March 31, 2000 (Liquidation
Basis) and the three months ended March 31, 1999
(Going Concern Basis). . . . . . . . . . . . . . . . . . . . 6
Consolidated Statement of Cash Flows for the
three months ended March 31, 1999 (Going Concern
Basis) . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Notes to Consolidated Financial Statements . . . . . . . . . 8
Item 2. Management's Discussion and Analysis or Plan
of Operation . . . . . . . . . . . . . . . . . . . . . . . 20
PART II
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . .26
Item 2. Changes in Securities. . . . . . . . . . . . . . .26
Item 3. Defaults Upon Senior Securities. . . . . . . . . .26
Item 4. Submission of Matters to Vote of Security
Holders. . . . . . . . . . . . . . . . . . . . . . . . . . .26
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . .26
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . .26
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
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PART I - FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
The following Consolidated Statement of Net Assets in Liquidation
as of March 31, 2000 (Liquidation Basis), Consolidated Statement of
Changes in Net Assets in Liquidation for the period January 1, 2000
to March 31, 2000 (Liquidation Basis), Consolidated Statements of
Operations for the three months ended March 31, 2000 (Liquidation
Basis) and the three months ended March 31, 1999 (Going Concern
Basis) and the Consolidated Statement of Cash Flows for the three
months ended March 31, 1999 (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 financial statements should be read in conjunction with the
financial statements and notes thereto included in the
Partnership's 1999 Annual Report on Form 10-KSB.
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CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION AS OF
MARCH 31, 2000 (LIQUIDATION BASIS)
(Unaudited)
ASSETS
Real estate held for sale $13,407,250
Investment in Sabal
Joint Venture (Note 6) 42,862
Cash and cash equivalents 1,142,353
Tenant Receivables 110,051
Escrow deposits 18,637
Other assets 10,957
Total Assets 14,732,110
LIABILITIES
Mortgage notes payable (Note 4) 10,610,895
Accounts payable and accrued expenses 230,872
Deferred gain on sale of real estate (Note 2) 1,576,422
Reserve for estimated costs during
the period of liquidation (Note 2) 189,875
Tenant security deposits 63,583
Due to affiliates 49,590
Total Liabilities 12,721,237
MINORITY INTEREST IN
STRAWBERRY JOINT VENTURE (269,110)
Net Assets in Liquidation $ 2,279,983
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN
LIQUIDATION (LIQUIDATION BASIS) FOR THE PERIOD
JANUARY 1, 2000 TO MARCH 31, 2000
(Unaudited)
Net assets at January 1, 2000
(Liquidation Basis) $2,110,441
Income from operations 169,542
Net assets in liquidation at March 31, 2000 $2,279,983
See accompanying notes to consolidated financial statements
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31,
(Unaudited)
(Liquidation (Going Concern
Basis) Basis)
2000 1999
INCOME
Rental $489,862 $485,142
Interest 10,520 7,432
Other, primarily tenant
expense reimbursements 81,111 86,531
Total income 581,493 579,105
EXPENSES
Interest 224,362 234,559
Depreciation -- 101,679
Real estate taxes 64,022 61,943
Repairs and maintenance 13,064 19,039
Management fees (Note 5) 34,464 32,140
Other property operating 23,845 31,473
General and administrative 71,328 64,073
Total expenses 431,085 544,906
Income before minority
and equity interests 150,408 34,199
Minority interest's share
of Strawberry Fields
Joint Venture's net
(income) (27,370) (9,664)
Equity interest in Sabal Palm
Joint Venture's net
income 46,504 45,088
Net income $169,542 $69,623
Net income Allocated
to the General Partners $ 1,695 $ 696
Net income Allocated
to the Limited Partners $167,847 $68,927
Net income Per Limited
Partnership Interest
(9,550 Units) $ 17.58 $ 7.22
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 (GOING CONCERN BASIS)
(Unaudited)
Cash Flows From Operating Activities:
Net income $ 69,623
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 101,679
Provision for doubtful accounts 7,000
Equity interest in Sabal Palm Joint
Venture's net loss (45,088)
Minority Interest's share of Strawberry
Fields Joint Venture's net income 9,664
Changes in:
Rent receivables (36,917)
Other assets 5,786
Escrow deposits (11,475)
Accounts payable
and accrued expenses 78,161
Due to affiliates 4,591
Tenant security deposits 4,158
Net cash provided by operating activities 187,182
Cash Flows From Investing Activities:
Capital expenditures (19,556)
Distribution from Sabal Palm Joint Venture 70,500
Net cash provided by investing activities 50,944
Cash Flows From Financing Activities:
Repayment of mortgage notes payable (75,461)
Net cash used in financing activities (75,461)
Net increase in cash and cash equivalents 162,665
Cash and cash equivalents at beginning
of period 752,613
Cash and cash equivalents at end of
period $ 915,278
Supplemental disclosure of
cash flow information:
Cash paid for interest $ 229,183
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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 the Partnership's 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 March 31, 2000.
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 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).
Subsequent to the adoption of the liquidation basis of
accounting, the Partnership adjusted its investments in real estate
to estimated net realizable value, which is recorded as real estate
held for sale. Additionally, the Partnership suspended recording
any further depreciation expense.
Prior to the adoption of the liquidation basis of accounting, the
Partnership recorded impairments 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 March 31, 2000, except as
disclosed below.
In the second and fourth quarters of 1999, the Partnership
recorded an 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 impairments 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 March 31, 2000, 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.
In connection with the adoption of the liquidation basis of
accounting, which approximates fair value at March 31, 2000, (Note
2), assets were adjusted to net realizable value, and liabilities
were adjusted to estimated settlement amounts.
(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 $207,299 which is included
in the December 31, 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) $1,656,422
Decrease in value of real estate (1,524)
Write-off of deferred rent receivable (14,240)
Write-off of mortgage points (1,660)
Increase in deferred gain on sale
of real estate (1,656,422)
Estimated liquidation costs (189,875)
Total adjustment to liquidation basis $(207,299)
(a) Net of estimated closing costs.
As of March 31, 2000, the Partnership adjusted its investment in
real estate to an offer that was presented for the sale of
Strawberry Fields. However, the Partnership has not yet agreed to
the terms of this offer. The effect of this adjustment was a
reduction in the real estate held for sale of $80,000, and a
reduction in the deferred gain on the sale of real estate of
$80,000.
(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 March 31, 2000, the Preferential Distribution Deficiency
equaled $12,785,065.
(4) MORTGAGE NOTES PAYABLE
Mortgage notes payable at March 31, 2000 consist of the
following:
Interest Date
2000 Rate Due
Raleigh Springs
Marketplace $ 4,644,941 (a)10% 10/00
Fortune Professional
Building 714,554 (b)7.75% 07/00
Strawberry Fields
Shopping Center 5,251,400 (c)7% 05/00
$10,610,895
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 March 31, 2000 was approximately
$6,611,500.
(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. The Replacement Loan has a floating
interest rate based on American National Bank's prime rate, which
at March 31, 2000 was 9%. Principal is being amortized based on a
15-year amortization period and is payable with interest on a
monthly basis. As of December 31, 1999, 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, 1999.
The carrying value of Fortune at March 31, 2000 was approximately
$1,600,000.
(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, May 1, 2000, the interest rate has been reduced from 9% to 7%
with principal amortization changed from a ten year period to an
eighteen year period.
Subsequent to May 1, 2000, the Strawberry Fields lender orally
agreed to extend, under the existing terms, the maturity of the
mortgage loan for an additional two years. The Strawberry Fields
lender is currently preparing the necessary paper work to finalize
the extension.
The carrying value of Strawberry Fields at March 31, 2000 was
approximately $5,195,750.
The Partnership is required to make balloon mortgage payments for
Raleigh Springs Marketplace in the amount of $4,595,000 on October
1, 2000, Fortune Office Building in the amount of $704,800 on June
30, 2000 and for Strawberry Fields in the amount of $5,237,000 on
May 1, 2000.
(5) TRANSACTIONS WITH AFFILIATES
Fees and other expenses paid or payable to the General Partners
or their affiliates for the three months ended March 31, 2000 and
1999 were as follows:
2000 1999
Management fees $ 39,479 $32,140
Reimbursable office expenses 31,316 29,564
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 $13,890 for management fees, as
of March 31, 2000. An amount of $35,700 was due to an affiliate at
March 31, 2000, representing an advance made from BREF 5.
(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:
March 31,
2000
Real estate held for sale $3,150,250
Other assets 122,389
3,272,639
Mortgage note payable $3,098,457
Other liabilities 79,314
3,177,771
Net Assets in Liquidation $ 98,868
For the three months ended
(Liquidation (Going Concern
Basis) Basis)
March 31, March 31,
2000 1999
Rental income $218,208 $275,647
Other income 2,524 24,337
220,732 299,984
Mortgage and
other interest 70,043 74,156
Depreciation 0 26,271
Operating and
administrative expenses 51,744 103,625
121,787 204,052
Net income $ 98,945 $ 95,932
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, 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.
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 computer information technology systems which support the
Partnership consists of a network of personal computers linked to
a server built using hardware and software from mainstream
suppliers. These systems do not have equipment that contains
embedded microprocessors, which may also pose a potential Year 2000
problem. Additionally, there is no internally generated software
coding to correct as all of the software is purchased and licensed
from external providers.
The Partnership utilizes two main software packages that contain
date sensitive information, (i) accounting and (ii) investor
relations. In 1997, a program was initiated and completed to
convert from the 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. All costs associated with these
conversions were expensed by the Partnership as incurred, and were
not material. Management does not believe that any further
expenditures will be necessary for the systems 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 were converted
and will not have an adverse effect on the Partnership.
The Partnership has not experienced any material adverse impact
on its operations or its relationships with tenants, vendors or
others.
Liquidity and Capital Resources
The Partnership intends to satisfy its short-term liquidity needs
through cash flow from the properties. Mortgage notes payable are
expected to be satisfied 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 December 31, 1999 was 8.5%. 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 was 89 % at March 31, 2000 and December 31, 1999.
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 March 31, 2000 was 92%, compared to 93% at December 31,
1999.
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 were 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 March 31, 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 March 31, 2000 was 90%,
compared to 86% at December 31, 1999.
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, May 1, 2000, the interest rate was reduced from 9% to 7% with
principal amortization changed from a ten year period to an
eighteen year period.
Subsequent to May 1, 2000, the Strawberry Fields lender orally
agreed to extend, under the existing terms, the maturity of the
mortgage loan for an additional two years. The Strawberry Fields
lender is currently preparing the necessary paper work to finalize
the extension.
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 impairments 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 impairment 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 made, in part, by an entity that owned a nominal economic
interest in the Partnership and to terminated on January 15, 1999.
As a result of this unsolicited tender offer approximately 1,092
economic interests in the Partnership were 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 expired on June
25, 1999. As a result of this unsolicited tender offer
approximately 551 economic interests in the Partnership were
transferred.
The General Partners remained neutral as to the particular merits
or risks associated with the tender offer. 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 will explore 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. In 1999, the Partnership solicited and
received the votes of the Limited Partners to approve a sale of all
the Partnership's properties, either on an individual or group
basis, and to subsequently liquidate the Partnership. The
solicitation, which was approved by the Limited Partners in the
third quarter of 1999, stated that the Partnership's properties may
be sold individually or in any combination provided that the total
sales price for the properties included in the transaction equals
or exceeds 70% of the aggregate appraised value for such
properties, which valuation was conducted by an independent third
party appraisal firm.
The Partnership intends to sell the properties under a closed bid
process which will include identification of target buyers with
proven financing ability and performance of certain evaluations of
the properties, such as environmental testing. Potential buyers
will be requested to sign confidentiality agreements to safeguard
the Partnership's confidential proprietary information. The
General Partners have determined that each bid must be all cash,
completely unconditional and accompanied by a substantial deposit.
As a result of this authorization by a majority of the Limited
Partners to sell the Partnership's 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 March 31, 2000.
On January 27, 2000, the Partnership executed a contract to sell
Strawberry Fields to an unaffiliated third party in the approximate
amount of $5,430,000 subject to certain due diligence
contingencies. The Partnership anticipated closing this transaction
in the second quarter of 2000. Subsequently, the potential
purchaser rescinded their offer.
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 - Three Months Ended March 31, 2000
(Liquidation Basis) and the Three Months Ended March 31, 1999
(Going Concern Basis)
(Amounts rounded to 000's)
The Partnership generated net income of $170,000 for the three
months ended March 31, 2000 as compared to a net income of $70,000
for the same three month period in 1999. The $100,000 increase in
net income resulted primarily from a $2,000 increase in rental and
other tenant reimbursement income, and a decrease in total expenses
of $114,000.
Total income for the three months ended March 31, 2000 was
$581,000 as compared to $579,000 for the same three month period in
1999, an increase of $2,000. The $5,000 increase in rental income
was offset by a $5,000 decrease in other income. Interest income
increased approximately $2,000.
For the three months ended March 31, 2000 total expenses were
$431,000 as compared to $545,000 for the same three month period in
1999, a decrease of $114,000. The $114,000 decrease in total
expenses resulted primarily from the Partnership's adoption of the
liquidation basis of accounting in July 1999. Prior to the
adoption of the liquidation basis of accounting depreciation was
recorded on a straight line basis over the estimated economic lives
of the properties. Upon the adoption of the liquidation basis of
accounting, real estate held for sale was adjusted to estimated net
realizable value and no depreciation expense has been recorded.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
None.
ITEM 2. Changes in Securities.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission of Matters to a Vote of Security
Holders.
None.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports On Form 8-K.
Exhibit 27. Financial Data Schedule.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BY: Brauvin Ventures, Inc.
Corporate General Partner of
Brauvin Real Estate Fund L.P. 4
BY: /s/ Jerome J. Brault
Jerome J. Brault
Chairman of the Board of
Directors and President
DATE: May 19, 2000
BY: /s/ Thomas E. Murphy
Thomas E. Murphy
Chief Financial Officer and
Treasurer
DATE: May 19, 2000
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,142,353
<SECURITIES> 42,862 <F1>
<RECEIVABLES> 110,051
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 13,407,250 <F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,732,110
<CURRENT-LIABILITIES> 0
<BONDS> 10,610,895 <F3>
0
0
<COMMON> 0 <F4>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 581,493 <F5>
<CGS> 0
<TOTAL-COSTS> 206,723 <F6>
<OTHER-EXPENSES> (19,134) <F7>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 224,362
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 169,542
<EPS-BASIC> 0
<EPS-DILUTED> 0
<FN>
<F1> "SECURITIES" REPRESENTS INVESTMENT IN JOINT VENTURE
<F2> "PP&E" REPRESENTS INVESTMENT IN REAL ESTATE [LAND AND
BUILDING]
<F3> "BONDS" REPRESENTS MORTGAGES PAYABLE
<F4> "COMMON" REPRESENTS TOTAL PARTNERS' CAPITAL
<F5> "TOTAL REVENUES" REPRESENTS RENTAL, INTEREST, AND OTHER
INCOME
<F6> "TOTAL COSTS" REPRESENTS TOTAL EXPENSES LESS INTEREST
EXPENSE
<F7> "OTHER EXPENSES" REPRESENTS EQUITY AND MINORITY INTEREST
IN JOINT VENTURES' NET INCOME/LOSS
</FN>
</TABLE>
