<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 three months ended March 31, 1997
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 0-16857
Brauvin Income Properties L.P. 6
(Name of small business issuer as specified in its charter)
Delaware 36-1276801
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 South Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
(312) 443-0922
(Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
(Title of class)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the 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 .
BRAUVIN INCOME PROPERTIES L.P. 6
(a Delaware limited partnership)
INDEX
PART I
Page
Item 1. Financial Statements. . . . . . . . . . . . . . . . . . . . . .3
Balance Sheet at March 31, 1997 . . . . . . . . . . . . . . . .4
Statements of Operations for the
three months ended March 31, 1997 and 1996. . . . . . . . . . .5
Statements of Cash Flows for the
three months ended March 31, 1997 and 1996. . . . . . . . . . .6
Notes to Financial Statements . . . . . . . . . . . . . . . . .7
Item 2. Management's Discussion and Analysis or Plan
of Operation. . . . . . . . . . . . . . . . . . . . . . . . . 13
PART II
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . 16
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . 16
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . 16
Item 4. Submission of Matters to a Vote of Security
Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . 16
Item 6. Exhibits, and Reports on Form 8-K . . . . . . . . . . . . . . 16
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
<PAGE>
BRAUVIN INCOME PROPERTIES L.P. 6
(a Delaware limited partnership)
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
The following Balance Sheet as of March 31, 1997, Statements of
Operations for the three months ended March 31, 1997 and 1996 and
Statements of Cash Flows for the three months ended March 31, 1997
and 1996 for Brauvin Income Properties L.P. 6 (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 1996 Annual Report on Form 10-KSB.
<PAGE>
BRAUVIN INCOME PROPERTIES L.P. 6
(a Delaware limited partnership)
BALANCE SHEET
(Unaudited)
March 31,
1997
ASSETS
Investment in real estate:
Land $ 2,756,651
Buildings and improvements 10,667,827
13,424,478
Less accumulated depreciation (3,169,502)
Net investment in real estate 10,254,976
Cash and cash equivalents 799,767
Rent receivable (net of
allowances of $22,024) 201,781
Escrow and other deposits 403,922
Other assets 211,974
Total Assets $ 11,872,420
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Mortgage notes payable (Note 3) $ 8,902,152
Accounts payable and accrued
expenses 191,449
Tenant security deposits 6,854
Due to affiliates 19,040
Total Liabilities 9,119,495
PARTNERS' CAPITAL:
General Partners 10,480
Limited Partners (7,842.5
limited partnership units
issued and outstanding) 2,742,445
Total Partners' Capital 2,752,925
Total Liabilities and
Partners' Capital $ 11,872,420
See accompanying notes to financial statements
BRAUVIN INCOME PROPERTIES L.P. 6
(a Delaware limited partnership)
STATEMENTS OF OPERATIONS
For the three months ended March 31, 1997 and 1996
(Unaudited)
1997 1996
INCOME
Rental $ 473,289 $ 452,419
Interest 9,559 7,757
Other, primarily tenant
expense reimbursements 96,709 104,347
Total income 579,557 564,523
EXPENSES
Interest 218,141 217,794
Depreciation 93,711 93,711
Real estate taxes 33,459 33,531
Repairs and maintenance 8,755 10,146
Management fees 43,457 37,828
Other property operating 42,688 68,085
General and administrative 71,647 66,904
Total expenses 511,858 527,999
Net income $ 67,699 $ 36,524
Net income
allocated to the
General Partners $ 677 $ 365
Net income
allocated to the
Limited Partners $ 67,022 $ 36,159
Net income per
limited partnership
interest (7,842.5 units) $ 8.55 $ 4.61
See accompanying notes to financial statements
<PAGE>
BRAUVIN INCOME PROPERTIES L.P. 6
(a Delaware limited partnership)
STATEMENTS OF CASH FLOWS
For the three months ended March 31, 1997 and 1996
(Unaudited)
1997 1996
Cash Flows From Operating Activities:
Net income $ 67,699 $ 36,524
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation 93,711 93,711
Provision for doubtful accounts (2,010) 9,315
Decrease in rent receivable 70,039 77,054
Decrease in escrow and other deposits 29,337 77,773
Decrease in due from affiliates -- 730
Decrease in other assets 22,222 20,341
Decrease in accounts payable
and accrued expenses (53,541) (149,936)
Increase in due to affiliates 19,040 --
Increase in security deposits 2,071 --
Net cash provided by operating
activities 248,568 165,512
Cash Flows From Investing Activities:
Capital expenditures -- (4,027)
Cash used in investing activities -- (4,027)
Cash Flows From Financing Activities:
Repayment of mortgage notes payable (2,837,617) (35,672)
Proceeds from refinancing 2,925,000 --
Loan fees (38,543) --
Cash distributions to Limited
Partners (120,728) (99,171)
Net cash used in financing activities (71,888) (134,843)
Net increase in cash and cash
equivalents 176,680 26,642
Cash and cash equivalents at
beginning of period 623,087 561,479
Cash and cash equivalents at end
of period $ 799,767 $ 588,121
Supplemental disclosure of
cash flow information:
Cash paid for interest $ 209,071 $ 212,434
See accompanying notes to financial statements
<PAGE>
BRAUVIN INCOME PROPERTIES L.P. 6
(a Delaware limited partnership)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Brauvin Income Properties L.P. 6 (the "Partnership") is a
Delaware limited partnership organized for the purpose of
acquiring, operating, holding for investment and disposing of
commercial properties consisting principally of existing shopping
centers and, to a lesser extent, office and industrial buildings.
The General Partners of the Partnership are Brauvin 6, Inc., Jerome
J. Brault and Cezar M. Froelich. Brauvin 6, Inc. is owned by the
A.G.E. Realty Corporation Inc. (50%) and by Messrs. Jerome J.
Brault (beneficially) (25%) and Cezar M. Froelich (25%). A.G.
Edwards & Sons, Inc. and Brauvin Securities, Inc., affiliates of
the General Partners, were the selling agents of the Partnership.
The Partnership is managed by an affiliate of the General Partners.
The Partnership was formed in April 1986. The Partnership filed
a Registration Statement on Form S-11 with the Securities and
Exchange Commission which became effective on May 30, 1986. The
offering was terminated on August 31, 1987 having sold $7,842,500
in limited partnership interests.
The Partnership has acquired the land and buildings underlying
Delchamps Shopping Center ("Delchamps"), Shoppes on the Parkway
("Shoppes") and a Ponderosa Restaurant ("Ponderosa").
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-QSB and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating
results for the three month period ended March 31, 1997 are not
necessarily indicative of the results that may be expected for the
year ended December 31, 1997. For further information, refer to
the financial statements and footnotes thereto included in the
Annual Report on Form 10-KSB for the year ended December 31, 1996.
Management's Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Accounting Method
The accompanying financial statements have been prepared using
the accrual method of accounting.
Rental Income
Rental income is recognized on a straight line basis over the
life of the related leases. Differences between rental income
earned and amounts due per the respective lease agreements are
credited or charged, as applicable, to deferred rent receivable.
Federal Income Taxes
Under the provisions of the Internal Revenue Code, the
Partnership's income and losses are reportable by the partners on
their respective income tax returns. Accordingly, no provision is
made for Federal income taxes in the financial statements.
Investment in Real Estate
The Partnership's rental properties are stated at cost including
acquisition costs, leasing commissions, tenant improvements and net
of provision for impairment. Depreciation and amortization are
recorded on a straight-line basis over the estimated economic lives
of the properties, which approximate 31.5 years, and the term of
the applicable leases, respectively. Two of the Partnership's
properties are subject to liens under first mortgages (See Note 3).
In 1995, the Partnership adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
(SFAS 121). 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, 1997. Accordingly, no impairment loss has been recorded
in the accompanying financial statements for the period ended March
31, 1997 and 1996.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid debt
instruments with an original maturity within three months 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, "Disclosures 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, 1997, but may
not necessarily be indicative of the amounts that the Partnership
could realize in a current market exchange. The use of different
assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts. Although management is
not aware of any factors that would significantly affect the
estimated fair value amounts, such amounts have not been
comprehensively revalued for purposes of these financial statements
since that date, and current estimates of fair value may differ
significantly from amounts presented herein.
The carrying amounts of the following items are reasonable
estimates of fair value: cash and cash equivalents; escrow and
other deposits and accounts payable and accrued expenses.
Reclassifications
Certain reclassifications have been made to the 1996 financial
statements to conform to classifications adopted in 1997.
(2) PARTNERSHIP AGREEMENT
The restated Limited Partnership Agreement (the "Agreement")
provides that 99% of the net profits and losses from operations of
the Partnership for each fiscal year of the Partnership shall be
allocated to the Limited Partners and 1% of the net profits and
losses from operations during each of said fiscal years shall be
allocated to the General Partners.
All Operating Cash Flow, as such term is defined in the
Agreement, during any calendar year 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, as such term is defined in the
Agreement (the "Preferential Distribution"). 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 years, 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. For
subscribers who were admitted as Limited Partners during 1986, the
term "Preferential Distribution" shall mean a 12% per annum,
cumulative, non-compounded return on Adjusted Investment.
A cash distribution for the first quarter of 1997 will be made
to the Limited Partners on May 15, 1997 in the amount of $126,541.
The Preferential Distribution Deficiency equaled $3,771,757 after
this last distribution.
(3) MORTGAGE NOTES PAYABLE
Mortgage notes payable at March 31, 1997, consisted of the
following:
Interest Date
1997 Rate Due
Shoppes on the Parkway(a) $5,981,215 9.55% 4/02
Delchamps Plaza
North Shopping Center(b) 2,920,937 9.03% 2/02
$8,902,152
(a) On April 6, 1995, the Partnership obtained a first mortgage
loan in the amount of $6,100,000 (the "First Mortgage Loan")
secured by Shoppes from Morgan Stanley Mortgage Capital, Inc. (the
"Successor Lender"). The First Mortgage Loan bears interest at the
rate of 9.55% per annum, amortizes over a 25-year period, requires
monthly payments of principal and interest of approximately $53,500
and matures on April 6, 2002. A portion of the proceeds of the
First Mortgage Loan, approximately $4,675,000, were used to retire
the existing mortgage secured by Shoppes from Crown Life Insurance
Company. The remaining proceeds were used to pay loan closing
costs and a $999,919 return of capital distribution to the Limited
Partners.
As a precondition to the new financing, the Successor Lender
required that ownership of the property reside in a special purpose
entity ("SPE"). To accommodate the lender's requirements,
ownership of the property was transferred to the SPE,
Brauvin/Shoppes on the Parkway L.P., which is owned 99% by the
Partnership and 1% by an affiliate of the General Partners.
Distributions of Brauvin/Shoppes on the Parkway L.P. are
subordinated to a cumulative return to the Partnership. This
subordination will effectively preclude any distributions from the
SPE to affiliates of the General Partners. The creation of
Brauvin/Shoppes on the Parkway L.P. did not affect the
Partnership's economic ownership of Shoppes. Furthermore, this
change in ownership structure had no material effect on the
financial statements of the Partnership.
(b) The Partnership was required to make a balloon mortgage
payment for Delchamps in the amount of $2,823,249 in December 1996.
Prior to the scheduled maturity of the first mortgage loan, the
Lender granted the Partnership an extension until February 1, 1997.
On January 14, 1997, the Partnership obtained a first mortgage loan
in the amount of $2,925,000(the "First Mortgage Loan") secured by
Delchamps from NationsBanc Mortgage Capital Corporation. The First
Mortgage Loan bears interest at the rate of 9.03% per annum, is
amortized over a 25-year period, requires monthly payments of
principal and interest of approximately $24,600 and matures on
February 1, 2002. A portion of the proceeds of the First Mortgage
Loan, approximately $2,809,000, were used to retire the existing
mortgage secured by Delchamps from Lincoln National Life Insurance
Company.
(4) TRANSACTIONS WITH AFFILIATES
Fees and other expenses paid to the General Partners or their
affiliates for the three months ended March 31, 1997, and 1996 were
as follows:
1997 1996
Management fees $25,295 $37,828
Reimbursable office expenses 26,078 20,700
Legal fees 198 310
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 $878 for legal services and $18,162 for
management fees as of March 31, 1997.
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.
Discussions containing forward-looking statements may be found in
this section. Without limiting the foregoing, words such as
"anticipates," "expects," "intends," "plans" and similar
expressions are intended to identify forward-looking statements.
These statements are subject to a number of risks and
uncertainties. Actual results could differ materially from those
projected in the forward-looking statements. The Partnership
undertakes no obligation to update these forward-looking statements
to reflect future events or circumstances.
Liquidity and Capital Resources
The Partnership intends to satisfy its short-term liquidity needs
through cash flow from the properties. Long-term liquidity needs
are expected to be satisfied through modification of the mortgages
at more favorable interest rates.
The occupancy level at Delchamps at March 31, 1997 and March 31,
1996 was 100% compared to 98% at December 31, 1996. Delchamps
operated at a positive cash flow for the three months ended March
31, 1997.
The Partnership was required to make a balloon mortgage payment
for Delchamps in December 1996 in the amount of $2,823,000. Prior
to the scheduled maturity of the first mortgage loan, the Lender
granted the Partnership an extension until February 1, 1997. On
January 14, 1997, the Partnership obtained a first mortgage loan in
the amount of $2,925,000(the "First Mortgage Loan") secured by
Delchamps from NationsBanc Mortgage Capital Corporation. The First
Mortgage Loan bears interest at the rate of 9.03% per annum, is
amortized over a 25-year period, requires monthly payments of
principle and interest of approximately $24,600 and matures on
February 1, 2002. A portion of the proceeds of the First Mortgage
Loan, approximately $2,809,000, were used to retire the existing
mortgage secured by Delchamps from Lincoln National Life Insurance
Company.
Shoppes operated at a positive cash flow for the three months
ended March 31, 1997. The occupancy level at Shoppes at March 31,
1997 was 92% compared to 97% at March 31, 1996 and December 31,
1996.
Ponderosa operated at a positive cash flow for the three months
ended March 31, 1997.
A distribution of Operating Cash Flow for the first quarter of
1997 will be made to the Limited Partners on May 15, 1997 in the
amount of $126,541. The Preferential Distribution Deficiency will
equal $3,771,757 after this next distribution, a $48,398 increase
over the December 31, 1996 balance of $3,723,359.
The General Partners of the Partnership expect to distribute
proceeds from operations, if any, and from the sale of real estate,
to Limited Partners in a manner that is consistent with the
investment objectives of the Partnership. Management of the
Partnership believes that cash needs may arise from time to time
which will have the effect of reducing distributions to Limited
Partners to amounts less than would be available from refinancings
or sale proceeds. These cash needs include, among other things,
maintenance of working capital reserves in compliance with the
agreement as well as payments for major repairs, tenant
improvements and leasing commissions in support of real estate
operations.
Results of Operations
(Amounts rounded to nearest $000's)
The Partnership generated net income of $68,000 for the three
months ended March 31, 1997 as compared to net income of $37,000
for the same three month period in 1996. The $31,000 increase in
net income resulted primarily from a $15,000 increase in total
income and a $16,000 decrease in total expenses.
Total income for the three months ended March 31, 1997 was
$580,000 as compared to $565,000 for the same three month period in
1996, an increase of $15,000. The $15,000 increase resulted
primarily from an increase in rental income at Shoppes due to
increased rental rates.
For the three months ended March 31, 1997 total expenses were
$512,000 as compared to $528,000 for the same three month period in
1996, a decrease of $16,000. The decrease of $16,000 is due
primarily to a decrease in operating expenses in 1997, which is a
result of increased expenses related to landscaping, irrigation and
site preparation at Shoppes in 1996.
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 6, Inc.
Corporate General Partner of
Brauvin Income Properties L.P. 6
BY: /s/ Jerome J. Brault
Jerome J. Brault
Chairman of the Board of
Directors and President
DATE: May 15, 1997
BY: /s/ B. Allen Aynessazian
B. Allen Aynessazian
Chief Financial Officer and
Treasurer
DATE: May 15, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 799,767
<SECURITIES> 0
<RECEIVABLES> 201,781
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 13,424,478 <F1>
<DEPRECIATION> 3,169,502
<TOTAL-ASSETS> 11,872,420
<CURRENT-LIABILITIES> 217,343
<BONDS> 8,902,152 <F2>
0
0
<COMMON> 2,752,925 <F3>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 11,872,420
<SALES> 0
<TOTAL-REVENUES> 579,557 <F4>
<CGS> 0
<TOTAL-COSTS> 293,717 <F5>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 218,141
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 67,699
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> "PP&E" REPRESENTS INVESTMENT IN REAL ESTATE [LAND AND
BUILDING]
<F2> "BONDS" REPRESENTS MORTGAGES PAYABLE
<F3> "COMMON" REPRESENTS TOTAL PARTNERS CAPITAL
<F4> "TOTAL REVENUES" REPRESENTS RENTAL, INTEREST, AND OTHER
INCOME
<F5> "TOTAL COSTS" REPRESENTS TOTAL EXPENSES LESS INTEREST
EXPENSE
</FN>
</TABLE>
