<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A - AMENDMENT 1
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 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 .
<PAGE>
INDEX
PART I
Page
Item 1. Consolidated Financial Statements. . . . . . . . . . . . . . 3
Consolidated Statement of Net Assets in Liquidation
as of September 30, 2000 (Liquidation Basis) . . . . . . . . 4
Consolidated Statement of Changes in Net Assets
in Liquidation for the period January 1, 2000 to
September 30, 2000 (Liquidation Basis) . . . . . . . . . . . 5
Consolidated Statements of Operations for the
nine months ended September 30, 2000 (Liquidation
Basis) and the period January 1, 1999 to July 12,
1999 (Going Concern Basis) and July 13, 1999 to
September 30, 1999 (Liquidation Basis) . . . . . . . . . . . 6
Consolidated Statements of Operations for the
three months ended September 30, 2000 (Liquidation
Basis) and the period July 1, 1999 to July 12,
1999 (Going Concern Basis) and July 13, 1999 to
September 30, 1999 (Liquidation Basis) . . . . . . . . . . . 7
Consolidated Statement of Cash Flows for the
period January 1, 1999 to July 12, 1999 (Going
Concern Basis) . . . . . . . . . . . . . . . . . . . . . . . 8
Notes to Consolidated Financial Statements . . . . . . . . 9
Item 2. Management's Discussion and Analysis or Plan
of Operation . . . . . . . . . . . . . . . . . . . . . . . .20
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
The following Consolidated Statement of Net Assets in Liquidation
as of September 30, 2000 (Liquidation Basis), Consolidated
Statement of Changes in Net Assets in Liquidation for the period
January 1, 2000 to September 30, 2000 (Liquidation Basis),
Consolidated Statements of Operations for the nine months ended
September 30, 2000 (Liquidation Basis) and the period January 1,
1999 to July 12, 1999 (Going Concern Basis) and July 13, 1999 to
September 30, 1999 (Liquidation Basis), and Consolidated Statements
of Operations for the three months ended September 30, 2000
(Liquidation Basis) and the period July 1, 1999 to July 12, 1999
(Going Concern Basis) and July 13, 1999 to September 30, 1999
(Liquidation Basis), and Consolidated Statements of Cash Flows for
the period January 1, 1999 to July 12, 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.
<PAGE>
CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION AS OF
SEPTEMBER 30, 2000 (LIQUIDATION BASIS)
(Unaudited)
ASSETS
Real estate held for sale $13,116,750
Investment in Sabal
Joint Venture (Note 6) 66,654
Cash and cash equivalents 1,086,477
Tenant Receivables 86,143
Other Assets 49,140
Escrow Deposits 41,682
Total Assets 14,446,846
LIABILITIES
Mortgage notes payable (Note 4) 10,345,702
Accounts payable and accrued expenses 306,593
Deferred gain on sale of real estate (Note 2) 1,285,922
Reserve for estimated costs during
the period of liquidation (Note 2) 189,875
Tenant security deposits 68,690
Due to affiliates 9,841
Total Liabilities 12,206,623
MINORITY INTEREST IN
STRAWBERRY JOINT VENTURE (218,992)
Net Assets in Liquidation $ 2,459,215
See accompanying notes to consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN
LIQUIDATION (LIQUIDATION BASIS) FOR THE PERIOD
JANUARY 1, 2000 TO SEPTEMBER 30, 2000
(Unaudited)
Net assets at January 1, 2000
(Liquidation Basis) $2,110,441
Income from operations 348,774
Net assets in liquidation at
September 30, 2000 $2,459,215
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the nine months ended September 30, 2000 (Liquidation Basis)
and the period January 1, 1999 to July 12, 1999 (Going Concern
Basis), and July 13, 1999 to September 30, 1999
(Liquidation Basis)
(Unaudited)
(Going
(Liquidation (Liquidation Concern
Basis) Basis) Basis)
Nine Months Period Period
Ended July 13, to July 1, to
September 30, September 30, July 12,
2000 1999 1999
INCOME
Rental $1,463,076 $ 320,232 $1,124,439
Interest 37,222 6,436 19,432
Other, primarily tenant
expense reimbursements 229,966 2,455 207,038
Total income 1,730,264 329,123 1,350,909
EXPENSES
Interest 669,240 158,034 538,962
Depreciation -- -- 239,233
Real estate taxes 205,427 40,194 145,635
Repairs and maintenance 44,472 9,611 33,680
Management fees (Note 5) 99,159 18,809 77,431
Other property operating 88,137 19,305 59,969
Provision for impairment -- 8,664 --
General and administrative 242,013 20,713 191,511
Total expenses 1,348,448 275,330 1,286,421
Income before minority
and equity interests 381,816 53,793 64,488
Minority interest's
share of Strawberry Fields
Joint Venture's net income (77,488) (2,502) (23,937)
Equity interest in Sabal
Palm Joint Venture's
net income (loss) 44,446 (32,928) 26,189
Income before adjustment
to liquidation basis 348,774 18,363 66,740
Adjustment to liquidation
basis -- (405,775) --
Net income (loss) $ 348,774 $(387,412) $ 66,740
Net income (loss) allocated
to the General Partners $ 3,488 $ (3,874) $ 667
Net income (loss) allocated
to the Limited Partners $ 345,286 $(383,538) $ 66,073
Net income (loss) per
Limited Partnership
Interest (9,550 units
outstanding) $ 36.16 $ (725.24) $ 692
See accompanying notes to consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended September 30, 2000 (Liquidation Basis)
and the period July 1, 1999 to July 12, 1999 (Going Concern
Basis), and July 13, 1999 to September 30, 1999
(Liquidation Basis)
(Unaudited)
(Going
(Liquidation (Liquidation Concern
Basis) Basis) Basis)
Three Months Period Period
Ended July 13, to July 1, to
September 30, September 30, July 12,
2000 1999 1999
INCOME
Rental $ 482,459 $ 320,232 $ 163,848
Interest 13,375 6,436 2,477
Other, primarily tenant
expense reimbursements 75,852 2,455 33,379
Total income 571,686 329,123 199,704
EXPENSES
Interest 221,184 158,034 71,201
Depreciation -- -- 34,268
Real estate taxes 74,805 40,194 21,749
Repairs and maintenance 8,434 9,611 2,003
Management fees (Note 5) 32,220 18,809 10,124
Other property operating 32,137 19,305 5,762
Provision for impairment -- 8,664 --
General and administrative 82,602 20,714 59,918
Total expenses 451,382 275,330 205,025
Income before minority
and equity interests 120,304 53,793 (5,321)
Minority interest's
share of Strawberry Fields
Joint Venture's net (income)
loss (26,317) (2,502) 2,839
Equity interest in Sabal
Palm Joint Venture's
net loss (income) 6,856 (32,928) (5,929)
Income (loss) before adjustment
to liquidation basis 100,843 18,363 (8,411)
Adjustment to liquidation
basis -- (405,775) --
Net income (loss) $ 100,843 $(387,412) $ (8,411)
Net income (loss) allocated
to the General Partners $ 1,008 $ (3,874) $ (84)
Net income (loss) allocated
to the Limited Partners $ 99,835 $(383,538) $ (8,327)
Net income (loss) per
Limited Partnership
Interest (9,550 units
outstanding) $ 10.45 $ (40.16) $ (0.87)
See accompanying notes to consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS
For the period January 1, 1999 to July 12, 1999
(Unaudited)
Cash Flows From Operating Activities:
Net income $ 66,740
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 239,233
Provision for doubtful accounts (400)
Minority interest's share of Strawberry Fields
Joint Venture's net income 23,937
Equity interest in Sabal Palm Joint
Venture's net income (26,189)
Changes in:
Rent receivable 81,878
Other assets (26,774)
Escrow deposits (9,879)
Accounts payable
and accrued expenses 24,195
Due to affiliates (11,914)
Tenant security deposits (5,345)
Net cash provided by operating activities 355,482
Cash Flows From Investing Activities:
Capital expenditures (23,516)
Distribution from Sabal Palm Joint Venture 67,680
Net cash provided by investing activities 44,164
Cash Flows From Financing Activities:
Repayment of mortgage notes payable (173,143)
Cash used in financing activities (173,143)
Net increase in cash and cash equivalents 226,503
Cash and cash equivalents at beginning
of period 752,613
Cash and cash equivalents at end of
period $ 979,116
Supplemental disclosure of
cash flow information:
Cash paid for interest $ 527,660
See accompanying notes to consolidated financial statements.
<PAGE>
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 September 30, 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).
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 September 30, 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.
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.
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 September 30, 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 September 30, 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. The effect of this adjustment was a reduction
in the real estate held for sale of $78,000, and a reduction in the
deferred gain on the sale of real estate of $78,000.
As of June 30, 2000, the Partnership adjusted its investment in
real estate to an offer that was presented for the sale of Raleigh
Springs. The effect of this adjustment was a reduction in the real
estate held for sale of $292,500, and a reduction in the deferred
gain on the sale of real estate of $292,500.
(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, 2000, the Preferential Distribution Deficiency
equaled $13,262,565.
(4) MORTGAGE NOTES PAYABLE
Mortgage notes payable at September 30, 2000 consist of the
following:
Interest Date
2000 Rate Due
Raleigh Springs
Marketplace $ 4,595,128 (a)10% 01/01
Fortune Professional
Building 585,382 (b)9.5% 06/01
Strawberry Fields
Shopping Center 5,165,192 (c)7% 04/02
$10,345,702
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 September 30, 2000 was
approximately $6,319,000.
(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. The Replacement Loan has a floating
interest rate based on American National Bank's prime rate, which
at September 30, 2000 was 9.5%. 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.
In connection with a one year extension of the mortgage the
Partnership made a $100,000 payment that was applied to principal
reduction.
The carrying value of Fortune at September 30, 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 was reduced from 9% to 7% with
principal amortization changed from a ten year period to an
eighteen year period.
As of May 1, 2000, the Strawberry Fields lender extended, under
the current loan terms, the maturity of the mortgage loan for an
additional two years.
The carrying value of Strawberry Fields at September 30, 2000 was
approximately $5,197,750.
The Partnership is required to make balloon mortgage payments for
Raleigh Springs Marketplace in the amount of $4,569,000 on January
2, 2001, Fortune Office Building in the amount of $546,000 on June
30, 2001 and for Strawberry Fields in the amount of $4,888,000 on
April 1, 2002.
(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, 2000
and 1999 were as follows:
2000 1999
Management fees $ 93,878 $90,400
Reimbursable office expenses 98,865 89,824
The Partnership believes the amounts paid to affiliates are
representative of amounts which would have been paid to independent
parties for similar services. The Partnership had made all
payments to affiliates except for $9,841 for management fees, as of
September 30, 2000.
(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:
September 30,
2000
Real estate held for sale $3,257,500
Other assets 203,518
3,461,018
Mortgage note payable $3,079,304
Other liabilities 236,227
3,315,531
Net Assets in Liquidation $ 145,487
(Liquidation (Liquidation (Going
Basis) Basis) Concern Basis)
For the Nine Period Period
Months Ended July 13, to January 1,
September 30, September 30, to July 12,
2000 1999 1999
Rental income $421,153 $ 86,942 $456,740
Other income 43,595 10,658 52,694
464,748 97,600 509,434
Mortgage and
other interest 210,177 48,018 173,479
Depreciation -- -- 61,065
Adjustment to Liquidation -- 49,166 --
Operating and
administrative expenses 160,006 70,536 219,169
370,183 167,720 453,713
Net income (loss) $ 94,565 $(70,120) $ 55,721
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, Sabal Palm 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.
On August 7, 2000 Sabal Palm was given official notice that
Walgreens will vacate the space prior to their lease termination of
April 30, 2025. 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.
In total, Sabal Palm has received six offers on the property from
unaffiliated parties ranging in price from $2.5 million to $3.4
million. After negotiation the Sabal Palm accepted the highest
offer and completed negotiating the sale contract in June. The
buyer had a 60 day due diligence period. The buyer terminated the
contract within the due diligence period.
In September 2000, Sabal Palm completed negotiating a new
contract for the sale of the property. The new sale price is
$3,360,000. The $3.36 million sales price compares to the
November, 1998 appraised value of $3.25 million. The current
mortgage balance on the property is approximately $3.079 million.
The potential purchaser has a 60 day due diligence period.
<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 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 September 30, 2000 was 9.5%. 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, 2001. In connection with a one year
extension of the mortgage the Partnership made a $100,000 payment
that was applied to principal reduction. The occupancy level at
Fortune was 59% at September 30, 2000 and 95% at September 30,
1999.
The Partnership has been marketing this building for sale,
however, real estate sales for similar properties located in the
Albuquerque, NM area have been slow. In order to address this
condition, the Partnership is marketing this property both through
a local Albuquerque Grubb and Ellis office as well as through this
firm's national network based in Chicago. Nonetheless, the
Partnership has received only one offer on the property. After
several rounds of negotiation, the price was ultimately increased
to $1.4 million. This compares to the November, 1998 appraised
value of $1.66 million and the current mortgage loan of $585,000.
However, prior to the time that a contract was executed, the
prospective purchaser backed away from the transaction.
The Partnership believes that the potential purchaser's decision
not to proceed to contract was in part due to the property's recent
loss of a tenant representing approximately 20% of the building's
occupancy. Further, until this large vacancy is filled with a new
tenant(s), the Partnership believes it will be difficult to find a
suitable offer. However, our intention is to simultaneously seek new
tenants for the vacant spaces and to continue to market the property
for sale.
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 was 88%, at September 30, 2000 and 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. On August 31, 2000 the lender agreed to
forbear enforcing its right to payment in full of this loan on
October 1, 2000 provided lender receives a $1,000 extension fee.
This agreement shall terminate and the referenced loan will be due
and payable in full upon the earlier of the following: 1) The
property is sold to Insignia or another buyer; 2) A refinance is
closed with another lender; or 3) the second day of January, 2001.
The Partnership is current on its mortgage payments for the Raleigh
Springs loan.
The Partnership has received three offers for the Raleigh Springs
Market Place property. The prices ranged from $5.625 million to
$6.2 million. The Partnership successfully negotiated an increase
in the highest offer to $6.5 million and subsequently accepted this
offer. The Partnership has executed the contract for sale. The
$6.5 million sale price compares to the November, 1998 appraisal of
$6.8 million and the current outstanding mortgage of $4.67 million.
The buyer has a 45 day due diligence period during which it may
formally accept or reject the sale. Late in the third quarter the
Partnership received notice that the potential purchaser has
terminated the contract. However, the Partnership continues to
negotiate with this potential purchaser.
The Strawberry Fields 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 occupancy rate at September 30,
2000 is 89% compared to 92% at September 30, 1999. The Strawberry
Fields Joint Venture is aggressively marketing the vacant space
having engaged a prominent local brokerage firm to assist the
Strawberry Fields Joint Venture's on-site leasing representative
in the marketing of the shopping center.
On September 18, 1995, the Strawberry Fields 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 Fields 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, 2002, the interest rate has been reduced from
9% to 7% with principal amortization changed from a ten year period
to an eighteen year period. The outstanding mortgage balance
encumbered by the property was $5,165,192 at September 30, 2000.
In the second and fourth quarters of 1998, the joint venture
partnership recorded impairments 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 allowance
were allocated to land and building based on the original
acquisition percentages.
The Partnership received three bids on the Strawberry Fields
Shopping Center during the latter part of 1999. After negotiation
the joint venture partnership accepted the high bid of $5.43 million
and entered into a contract for sale. However, the prospective
purchaser terminated its interest in the property during its due
diligence period. Subsequent to this deal falling away the joint
venture partnership received another offer for $5.35 million.
However, although the offer exceeds the November, 1998 appraised
value of $4.8 million, the offer, after transaction costs, was
below the mortgage balance at the time. The joint venture
partnership accepted the initial high bid in part because the
property's underlying mortgage loan was coming due; and the lender
indicated that it would not extend the maturity. However, in the
second quarter of this year, the joint venture partnership was
successful in extending the loan for a two year period. This
extension will allow us to continue to market the property and seek
a greater sales price. We do not anticipate that the ultimate
sales price will be significantly different than the offers
received to date. The Partnership owns a 58% joint venture
interest in this property.
At Sabal Palm, the Partnership and its joint venture partner are
working to improve the economic occupancy level of Sabal Palm which
stood at 86% as of September 30, 2000. Although the Sabal Palm
retail market appears to be overbuilt, the economic occupancy level
of the building has stayed relatively constant and it has generated
positive cash flow since its acquisition in 1986.
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.
On August 7, 2000 the Partnership was given official notice that
Walgreens will vacate the space prior to their lease termination
of April 30, 2025. The General Partners are working to determine
the most beneficial steps to be taken by the Partnership.
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 fourth quarter of 1998, the joint venture recorded an
impairment of $1,499,958 related to an other than temporary decline
in the value of real estate for Sabal Palm. This allowance has
been allocated to the land and building based on the original
acquisition percentages.
In total, Sabal Palm has received six offers on the property from
unaffiliated parties ranging in price from $2.5 million to $3.4
million. After negotiation the Sabal Palm joint venture accepted
the highest offer and completed negotiating the sale contract in
June. The buyer had a 60 day due diligence period. The buyer
terminated the contract withing the due diligence period.
In September 2000, Sabal Palm completed negotiating a new
contract for the sale of the property. The new sale price is
$3,360,000. The $3.36 million sales price compares to the
November, 1998 appraised value of $3.25 million. The current
mortgage balance on the property is approximately $3.079 million.
The potential purchaser has a 60 day due diligence period.
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.
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.
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.
To date, over 250 potential purchasers have been contacted
regarding the sale of the properties. Of those contacted,
approximately 120 potential buyers have registered to receive
packages on one or more of the assets. In addition, the properties
are listed on the Internet at Loopnet.com, the largest commercial
real estate website in the nation.
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 September 30, 2000.
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 - Nine months ended September 30, 2000
(Liquidation Basis) and the period January 1 to July 12, 1999
As a result of the Partnership's adoption of the liquidation
basis of accounting, 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.
Prior to the adoption of the liquidation basis of accounting, the
Partnership recorded rental income 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.
Upon adoption of the liquidation basis of accounting, the
Partnership wrote off the remaining deferred rent receivable and
ceased recording credits or charges to rental income to reflect
straight lining of the related leases.
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.
<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.
<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 14, 2000
BY: /s/ Thomas E. Murphy
Thomas E. Murphy
Chief Financial Officer and
Treasurer
DATE: November 14, 2000
<PAGE>
