FORM 10-KSB--Annual or Transitional Report
Under Section 13 or 15(d)
(As last amended by 34-31905, eff. 4/26/93)
[X] Annual Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1995
or
[ ] Transition Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 33-20527
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
(Name of small business issuer in its charter)
Delaware 31-1234157
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
None
(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 of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X
No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $2,489,000
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1995. Market value information for the
Registrant's partnership interests is not available. Should a trading market
develop for these interests, it is management's belief that such trading would
not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Prospectus of Registrant dated June 10, 1988 (included in
Registration Statement, No.33-20527, of Registrant) are incorporated by
reference into Parts I and III.
PART I
Item 1. Description of Business
Brunner Companies Income Properties L.P. I (the "Registrant" or
"Partnership") is a Delaware limited partnership formed in February 1988. The
Partnership will continue in existence until December 31, 2008, unless earlier
dissolved or terminated. Brunner Management Limited Partnership ("General
Partner"), an Ohio limited partnership formed in February 1988, is the sole
general partner of the Partnership. 104 Management, Inc. ("Managing General
Partner"), an Ohio corporation formed in February 1988, is the sole general
partner of the General Partner, and in that capacity manages the business of the
Partnership.
Commencing June 10, 1988, the Partnership offered through The Ohio Company up
to 552,000 Units of Class A Limited Partnership Interests at $10 per unit
("Units"). Holders of units are referred to as "Unitholders." An additional
61,333 units of Class B Limited Partnership Interests were issued by the
Partnership to certain affiliates of the Managing General Partner as a part of
the purchase price for an undivided interest in each retail center equivalent to
a then fair market value of $613,330 ("Subordinated Interest"). Holders of
Subordinated Interest are referred to as "Subordinated Limited Partners," and
Unitholders and Subordinated Limited Partners are collectively referred to as
"Limited Partners". Limited Partners are not required to make any additional
capital contributions. There are only two differences between the Class A and
Class B limited partnership interests. First, the holders of Class A units are
entitled to receive their Class A Priority Return before the holders of Class B
units are entitled to receive any portion of their Class B Priority Return.
Second, holders of Class B units, if such holders are affiliates of the General
Partner, are not entitled to vote upon the removal of the General Partner or
upon consideration of a sale of any Retail Center to the General Partner or any
affiliate of the General Partner.
The offering terminated on July 12, 1988. Upon termination of the offering,
the Partnership had accepted subscriptions for 552,000 Units and 61,333 units of
Subordinated Interest for aggregate gross proceeds of $6,133,330. The
Partnership invested substantially all of the net offering proceeds in the
Retail Centers. The Partnership will not acquire nor invest in any other
properties or debt or equity securities of any other issuers (other than short
term investments of cash in high grade United States government obligations
during interim periods between the receipt of revenues and the distribution of
cash to the Limited Partners and pending payment of operating expenses of the
Partnership) and will not issue any additional limited partnership interests or
other equity securities in the Partnership. The policies of the Partnership
noted above can only be changed by an affirmative vote of limited partners
owning a majority in interest and the General Partner.
The General Partner, the Managing General Partner and the Subordinated
Limited Partners are all affiliates of a related group of corporations and
partnerships engaged generally in the real estate development business.
Pursuant to an agreement effective December 31, 1992, IBGP, Inc., an affiliate
of Insignia Financial Group, Inc. ("Insignia"), acquired a majority of the
outstanding stock of 104 Management, Inc. on March 5, 1993. IBGP, Inc. is an
indirect wholly-owned subsidiary of Metropolitan Asset Enhancement, L.P.
("MAE"), an affiliate of Insignia. As a result of this transaction, IBGP, Inc.
effectively controls the General Partner. The Partnership is in the business of
owning and operating three regional shopping centers: Georgetown Landing,
Georgetown, South Carolina; White Horse Plaza, Greenville, South Carolina; and
Hitchcock Plaza, Aiken, South Carolina (the "Retail Centers"). See "Item 2.
Description of Properties" for additional information regarding the Retail
Centers.
The real estate business is highly competitive. The Registrant's real
property investments are subject to competition from similar types of properties
in the vicinities in which they are located and the Partnership is not a
significant factor in its industry. In addition, various limited partnerships
have been formed by related parties to engage in businesses which may be
competitive with the Registrant.
The Registrant has no employees. Management and administrative services are
performed by affiliates of Insignia. The property manager is responsible for
the day-to-day operations of each property. The Managing General Partner has
also selected affiliates of Insignia to provide real estate advisory and asset
management services to the Partnership. As advisor, these affiliates provide
all partnership accounting and administrative services, investment management,
and supervisory services over property management and leasing. For a further
discussion of property and partnership management, see "Item 12," which
descriptions are herein incorporated by reference.
Item 2. Description of Properties
The Partnership was formed for the purpose of acquiring and operating the
Retail Centers described below. Under the Partnership Agreement, the
Partnership will not invest in the securities of any other issuer, lend funds to
other persons or entities or engage in the purchase or sale of any investments
other than the Retail Centers and properties directly related to the Retail
Centers and short-term liquid investments of cash. The policies of the
Partnership noted above can only be changed by an affirmative vote of limited
partners owning a majority in interest and the General Partner.
The following table sets forth the Registrant's investments in properties:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Hitchcock Plaza 07/12/88 Fee ownership subject Retail Center
Aiken, South Carolina to first mortgage 233,375 sq.ft.
White Horse Plaza 07/12/88 Fee ownership subject Retail Center
Greenville, South Carolina to first mortgage 165,924 sq.ft.
Georgetown Landing 07/12/88 Fee ownership subject Retail Center
Georgetown, South Carolina to first mortgage 38,200 sq.ft.
</TABLE>
A significant feature of all the retail centers is the fact that
approximately 71% of the leasable space is, in the aggregate, leased to anchor
tenants with national or regional name recognition. Although such anchor
tenants generally pay lower base rents than smaller tenants, anchor tenants
offer greater security and stability of long-term leases from well-established
and more credit worthy tenants and tend to attract greater traffic to the retail
centers.
Schedule of Properties:
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Useful Federal
Property Value Depreciation Life Method Tax Basis
<S> <C> <C> <C> <C> <C>
Hitchcock Plaza $14,121,146 $2,979,112 5-31.5 yrs S/L $11,325,760
White Horse Plaza 8,759,871 1,642,477 5-31.5 yrs S/L 7,284,141
Georgetown Landing 2,147,474 405,584 31.5 yrs S/L 1,745,640
$25,028,491 $5,027,173 $20,355,541
</TABLE>
See "Note A" of the financial statements included in "Item 7" for a
description of the Partnership's depreciation policy.
Schedule of Mortgages:
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1995 Rate Amortized Date(1) Maturity(2)
<S> <C> <C> <C> <C> <C>
Hitchcock Plaza $10,825,819 9% 18 yrs 10/98 $10,059,040
White Horse Plaza 6,857,677 9% 18 yrs 10/98 6,371,951
Georgetown Landing 1,521,714 9% 18 yrs 10/98 1,413,918
Total $19,205,210 $17,844,909
<FN>
(1) Original maturity dates of June 1994 were extended to October 1998.
(2) The mortgages require a balloon payment at maturity for the remaining
principal balance.
</TABLE>
Schedule of Rental Rates and Occupancy:
Average Annual
Rental Rates Average Annual
(per square foot) Occupancy
1995 1994 1995 1994
Hitchcock Plaza $6.17 $6.12 99% 99%
White Horse Plaza 5.28 5.36 98% 99%
Georgetown Landing 5.82 5.92 93% 100%
The decrease in occupancy at Georgetown resulted from the move out of a
tenant occupying 3,600 square feet in January 1995. A tenant occupying 1,200
square feet at Georgetown signed a three year lease renewal in the first quarter
of 1995. Another tenant signed a new lease to occupy 1,200 square feet in the
fourth quarter of 1995.
As noted under "Item 1. Description of Business", the real estate industry
is highly competitive. All of the properties of the Partnership are subject to
competition from other retail centers in the area. The Managing General Partner
believes that all of the properties are adequately insured.
The following is a schedule of the lease expirations for the years 1996-2005:
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
Hitchcock Plaza
1996 3 5,300 $ 69,697 5.0%
1997 8 32,400 202,100 14.4%
1998 5 42,400 268,340 19.2%
1999 2 9,500 69,563 5.0%
2000-2005 0 0 0 0
White Horse Plaza
1996 1 4,000 $ 30,000 3.5%
1997 5 19,080 135,148 15.6%
1998 3 12,550 78,510 9.1%
1999 4 8,700 86,725 10.0%
2000-2005 0 0 0 0%
Georgetown Landing
1996 0 0 $ 0 0%
1997 1 7,200 37,200 18.0%
1998 1 1,200 10,450 5.1%
1999 0 0 0 0%
2000-2005 1 1,200 10,800 5.2%
The following schedule presents information on tenants occupying 10% or more
of the leasable square feet for each property:
<TABLE>
<CAPTION>
Square Footage Annual Rent Lease
Nature of Business Leased Per Square Foot Expiration
<S> <C> <C> <C> <C>
Hitchcock Grocery Store 49,296 $6.95 02/28/07
Plaza Discount Store 86,479 4.16 06/30/12
Clothing Store 35,000 5.50 08/31/98
White Horse Discount Store 81,922 3.64 10/10/06
Plaza Grocery Store 35,000 6.67 05/31/06
Georgetown Grocery Store 25,000 5.55 11/22/06
Landing Hardware Store 7,200 5.17 8/31/97
</TABLE>
Schedule of Real Estate Taxes and Rates:
1995 1995
Billing Rate
Hitchcock Plaza $99,005 1.49%
White Horse Plaza 66,612 1.56%
Georgetown Landing 34,889 1.92%
Item 3. Legal Proceedings
The Registrant is unaware of any pending or outstanding litigation that is
not of a routine nature. The Managing General Partner of the Registrant
believes that all such pending or outstanding litigation will be resolved
without a material adverse effect upon the business, financial condition, or
operations of the Partnership.
Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of the fiscal year ended December 31, 1995, no
matters were submitted to a vote of the Unitholders through the solicitation of
proxies or otherwise.
PART II
Item 5. Market for Partnership Equity and Related Partner Matters
As of December 31, 1995, the number of holders of record of Limited
Partnership Units and Subordinated Interest Units was 387 and one, respectively.
Neither the Units nor the Subordinated Interest are traded on any established
public trading market, and it is not anticipated that such a market will develop
in the future. See "Item 11. Security Ownership of Certain Beneficial Owners
and Management."
No cash distributions were paid during 1995 or 1994. Future distributions
will depend on the levels of cash generated from operations, refinancings,
property sales and the availability of cash reserves. At this time, the
Managing General Partner does not anticipate making a cash distribution during
1996.
Item 6. Management's Discussion and Analysis or Plan of Operation
Results of Operations
The Partnership realized a net loss of $310,896 for the year ended
December 31, 1995, compared to a net loss of $668,615 for the year ended
December 31, 1994. The decreased loss for 1995 versus 1994 is primarily due to
a $323,021 write-down of the investment property, Hitchcock Plaza, in 1994 (See
"Note G" of the Financial Statements).
Total revenues and expenses, aside from the write-down of Hitchcock
mentioned above, were comparable for the year ended December 31, 1995, compared
to the year ended December 31, 1994. Other income increased primarily due to an
increase in interest income for 1995, compared to 1994, resulting from higher
cash balances in interest-bearing accounts during 1995. General and
administrative expenses decreased slightly due to a decrease in professional
expenses for 1995 compared to 1994. Interest expense decreased due to loan
costs which were fully amortized in the second quarter of 1995 and the
reduction of the outstanding mortgage principal. Amortization expense
increased due to the Partnership expensing the remaining unamortized lease
commission of a tenant which vacated Hitchcock prior to the end of its lease.
As part of the ongoing business plan of the Partnership, the Managing
General Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expense. As part of this plan, the Managing General Partner attempts to protect
the Partnership from the burden of inflation-related increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due
to changing market conditions, which can result in the use of rental concessions
and rental reductions to offset softening market conditions, there is no
guarantee that the Managing General Partner will be able to sustain such a
plan.
Liquidity and Capital Resources
The Partnership held unrestricted cash of $315,770 at December 31, 1995,
compared to unrestricted cash of $539,955 at December 31, 1994. Net cash
provided by operating activities was comparable for December 31, 1995, compared
to December 31, 1994. Net cash used in investing activities increased due to
increased property improvements and replacements at Georgetown Landing during
1995. Net cash used in financing activities increased due to a $350,000
principal paydown on the Georgetown and Hitchcock mortgage notes in 1995.
On September 29, 1995, the Partnership successfully completed a loan
modification and extension for the Partnership's mortgage notes payable. A
deposit of $192,980 made in the second quarter of 1995 was applied to the
mortgage principal and an additional $157,020 was paid to reduce the outstanding
principal balance of the Georgetown note by $50,000 and the Hitchcock note by
$300,000. The maturity dates of the loans were extended from June 10, 1995, to
October 10, 1998, with all three loans requiring monthly payments to be applied
first to interest at the rate of 9.0% per annum with the remainder reducing the
outstanding principal balances. All three loans are now cross-collateralized
and cross-defaulted and are being amortized over eighteen years.
The sufficiency of existing liquid assets to meet future liquidity and
capital expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and meet other operating needs of the Partnership. Such assets are
currently thought to be sufficient for any near-term needs of the Partnership.
The mortgage indebtedness of $19,205,210 matures October 10, 1998. Any future
cash distributions will depend on the levels of net cash generated from
operations, property sales, and the availability of cash reserves. No cash
distributions were made during 1994 or 1995 and no cash distributions are
anticipated for fiscal year 1996.
Item 7. FINANCIAL STATEMENTS
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Balance Sheet - December 31, 1995
Statements of Operations - Years ended December 31, 1995 and 1994
Statements of Changes in Partners Capital (Deficit) - Years ended
December 31, 1995 and 1994
Statements of Cash Flows - Years ended December 31, 1995 and 1994
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
<TABLE>
<S> <C>
The Partners
Brunner Companies Income Properties L.P. I
We have audited the accompanying balance sheet of Brunner Companies Income
Properties L.P. I as of December 31, 1995, and the related statements of
operations, changes in partners capital (deficit) and cash flows for each of the
two years in the period ended December 31, 1995. These financial statements are
the responsibility of the Partnership s management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Brunner Companies Income Properties
L.P. I as of December 31, 1995, and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Greenville, South Carolina
February 14, 1996
</TABLE>
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
BALANCE SHEET
December 31, 1995
Assets
Cash:
Unrestricted $ 315,770
Restricted-tenant security deposits 8,316
Accounts receivable 126,455
Escrows for taxes 69,706
Other assets 140,715
Investment properties (Notes C and J)
Land $ 4,123,131
Buildings and related personal property 20,905,360
25,028,491
Accumulated depreciation (5,027,173) 20,001,318
$20,662,280
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 11,133
Tenant security deposits 10,116
Accrued taxes 66,612
Other liabilities 104,542
Mortgage notes payable (Note C) 19,205,210
Partners' Capital (Deficit)
General partner $ (24,090)
Class A Limited Partners - (552,000
units) 990,475
Class B Limited Partners - (61,333
units) 298,282 1,264,667
$20,662,280
See Accompanying Notes to Financial Statements
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
STATEMENTS OF OPERATIONS
Years Ended December 31,
1995 1994
Revenues:
Rental income $2,471,767 $2,507,712
Other income 17,233 11,429
Total revenues 2,489,000 2,519,141
Expenses:
Operating 207,135 193,915
General and administrative 88,640 99,466
Property management fees 82,604 76,080
Depreciation 668,655 676,728
Amortization of lease commissions 26,894 18,416
Interest 1,785,179 1,852,532
Property taxes 200,462 203,597
Write-down of property (Note G) -- 323,021
Tenant reimbursements (259,673) (255,999)
Total expenses 2,799,896 3,187,756
Net loss $ (310,896) $ (668,615)
Net loss allocated to general partner (1%) $ (3,109) $ (6,686)
Net loss allocated to Class A limited
partners (89.1%) (277,008) (595,736)
Net loss allocated to Class B limited
partners (9.9%) (30,779) (66,193)
$ (310,896) $ (668,615)
Net loss per limited partnership unit $ (0.50) $ (1.08)
See Accompanying Notes to Financial Statements
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
General Limited Partners
Partner Class A Class B Total
<S> <C> <C> <C> <C>
Original capital contributions $ 1,000 $5,520,000 $613,330 $6,134,330
Partners' (deficit) capital
at December 31, 1993 $(14,295) $1,863,219 $395,254 $2,244,178
Net loss for the year ended
December 31, 1994 (6,686) (595,736) (66,193) (668,615)
Partners' (deficit) capital at
December 31, 1994 (20,981) 1,267,483 329,061 1,575,563
Net loss for the year ended
December 31, 1995 (3,109) (277,008) (30,779) (310,896)
Partners' (deficit) capital
at December 31, 1995 $(24,090) $ 990,475 $298,282 $1,264,667
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (310,896) $ (668,615)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 668,655 676,728
Amortization of loan costs and leasing
commissions 46,345 74,212
Write-down of property -- 323,021
Change in accounts:
Restricted cash 2,237 (3,315)
Accounts receivable 11,433 55,330
Escrows for taxes 126,982 (83,627)
Other assets 6,408 (29,972)
Accounts payable 805 5,077
Tenant security deposits (437) 3,315
Accrued taxes (94,882) 96,971
Other liabilities (7,951) 7,743
Net cash provided by operating activities 448,699 456,868
Cash flows from investing activities:
Property improvements and replacements (8,748) (3,500)
Net cash used in investing activities (8,748) (3,500)
Cash flows from financing activities:
Loan extension costs (59,413) (34,911)
Payments on mortgage notes payable (604,723) (240,067)
Net cash used in financing activities (664,136) (274,978)
Net (decrease) increase in cash (224,185) 178,390
Cash at beginning of year 539,955 361,565
Cash at end of year $ 315,770 $ 539,955
Supplemental disclosure of cash flow information:
Cash paid for interest $1,766,895 $1,796,736
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
Notes to Financial Statements
December 31, 1995
<TABLE>
<S> <C>
Note A Organization and Significant Accounting Policies
Organization: Brunner Companies Income Properties L.P. I (the "Registrant"), a
Delaware limited partnership, was formed on February 29, 1988, for the purpose of
acquiring and operating the following retail centers: Hitchcock Plaza, a 233,375
square foot retail center in Aiken, South Carolina; White Horse Plaza, a 165,924
square foot retail center in Greenville, South Carolina; and Georgetown Landing,
a 38,200 square foot retail center in Georgetown, South Carolina (collectively
referred to as the "Retail Centers"). The Seller of these Retail Centers was
related to the then general partners of the Partnership.
The general partner of the Partnership is Brunner Management Limited Partnership
("General Partner"). The General Partner is an Ohio limited partnership whose
general partner is 104 Management, Inc. ("Managing General Partner") and whose
limited partner is a shareholder of 104 Management, Inc. On March 5, 1993, IBGP,
Inc., an affiliate of Insignia Brunner L.P., acquired a majority of the
outstanding stock of 104 Management, Inc. IBGP, Inc. is an indirect wholly-owned
subsidiary of Metropolitan Asset Enhancement L.P., an affiliate of Insignia
Financial Group, Inc. As a result of this transaction, IBGP, Inc. effectively
controls the Managing General Partner of the Partnership.
The Partnership shall continue in existence until December 31, 2008, unless it is
earlier dissolved and terminated pursuant to the provisions of the partnership
agreement.
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 amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Investment Properties: During 1995, the Partnership adopted FASB Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," which requires impairment losses to be recognized for
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows are not sufficient to recover the assets'
carrying amount. The impairment loss is measured by comparing the fair value of
the asset to its carrying amount. The adoption of FASB No. 121 did not have a
material effect on the Partnership's financial statements.
Note A - Organization and Significant Accounting Policies (continued)
Buildings and improvements are depreciated on the straight-line basis over an
estimated useful life of 5 to 31.5 years. Tenant improvements are depreciated
over the term of the lease.
For Federal income tax purposes, the Partnership depreciates a portion (89%
attributable to non tax-exempt investors) of the property's basis, using the
straight-line method over 31.5 years and the balance (11% attributable to tax-
exempt investors), using the straight-line method over 40 years.
Leases: The Partnership leases certain commercial space to tenants under various
lease terms. For leases with fixed rental increases, rents are recognized on a
straight-line basis over the terms of the lease. This straight-line basis
recognized $32,230 more in rental income than was collected in 1995 and prior
years. This amount will be collected in future years as cash collections under
the terms of the leases exceed the straight-line basis of revenue recognition.
Lease Commissions: Lease commissions are capitalized and amortized by the
straight-line method over the life of the applicable lease. Lease commissions of
$40,195 net of accumulated amortization of $47,191 are included in other assets.
Loan Costs: Loan extension costs of $59,413 were incurred during 1995. Loan
costs are included in other assets and are being amortized on a straight-line
basis over the term of the extension.
Advertising: The Partnership expenses the costs of advertising as incurred.
Cash:
Unrestricted: Unrestricted cash includes cash on hand and in banks and
money market funds. At certain times the amount of cash deposited at a bank may
exceed the limit on insured deposits.
Restricted cash-tenant security deposits: The Partnership requires
security deposits from lessees for the duration of the lease with such deposits
being considered restricted cash. Deposits are refunded when the tenant vacates,
provided the tenant has not damaged its space and is current on its rental
payments.
Note A Organization and Significant Accounting Policies (continued)
Fair Value: In 1995, the Partnership implemented Statement of Financial
Accounting Standards No. 107, "Disclosure about Fair Value of Financial
Instruments," which requires disclosure of fair value information about financial
instruments for which it is practicable to estimate that value. The Partnership
estimates the fair value of its fixed rate mortgages by discounted cash flow
analysis, based on estimated borrowing rates currently available to the
Partnership (Note C).
Reclassification: Certain reclassifications have been made to the 1994
information to conform to the 1995 presentation.
Note B Partnership Allocations, Contributions and Distributions
Distributions of operating cash flow, as defined in the partnership agreement,
will be distributed as follows:
First, to the Class A Limited Partners until they have received a
cumulative noncompounded annual cash return of 10% (Class A priority
return) of their adjusted capital contributions;
Second, to the Class B Limited Partners until they have received a
cumulative noncompounded annual cash return of 10% (Class B priority
return) of their adjusted capital contributions;
Third, to the General Partner to the extent that taxable income for the
fiscal year is allocated to the General Partner; and
Fourth, to the Class A Limited Partners and to the Class B Limited Partners
an amount equal to 90% and 10%, respectively, of the balance, if any,
remaining.
Taxable income or loss from operations will be allocated 89.1% to the Class A
Limited Partners, 9.9% to the Class B Limited Partners and 1% to the General
Partner.
All proceeds from sales and debt refinancings generally will be distributed in
the following order:
First, to the Class A Limited Partners until their adjusted capital
contributions are reduced to zero;
Second, to the Class B Limited Partners until their adjusted capital
contributions are reduced to zero;
Note B - Partnership Allocations, Contributions and Distributions (continued)
Third, to the Class A Limited Partners for any unpaid priority return of
cash distributions of operating cash flows;
Fourth, to the Class B Limited Partners for any unpaid priority return of
cash distributions of operating cash flows;
Fifth, to the General Partner until its original capital contribution is
reduced to zero; and
The balance, if any, 67.5% to the Class A Limited Partners, 7.5% to the
Class B Limited Partners and 25% to the General Partner.
As of December 31, 1995, the Partnership had undeclared amounts of $2,428,800 or
$4.40 per Class A unit and $458,087 or $7.47 per Class B unit of the cumulative
annual 10% cash returns.
Note C Mortgage Notes Payable
</TABLE>
<TABLE>
<CAPTION>
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1995 Interest Rate Date(1) Maturity(2)
<S> <C> <C> <C> <C> <C>
Hitchcock Plaza
1st mortgage $10,825,819 $101,759 9% 10/98 $10,059,040
White Horse Plaza
1st mortgage 6,857,677 64,460 9% 10/98 6,371,951
Georgetown Landing
1st mortgage 1,521,714 14,304 9% 10/98 1,413,918
Total $19,205,210 $180,523 $17,844,909
<FN>
(1) Original maturity dates in June of 1994 were extended to October 1998.
(2) Mortgages require a balloon payment at maturity for the remaining principal
amount.
</TABLE>
The estimated fair value of the Partnership's aggregate debt approximates
the carrying value.
Note C - Mortgage Notes Payable (continued)
The mortgage notes payable are nonrecourse and are secured by the properties
and by a pledge of revenues from the respective properties.
Schedule of principal payments of mortgage notes payable subsequent to December
31, 1995, are as follows:
1996 $ 456,326
1997 499,132
1998 18,249,752
Total $19,205,210
Note D Operating Leases
<TABLE>
<S> <C>
Tenants are responsible for their own utilities and maintenance of their space,
and payment of their proportionate share of common area maintenance, utilities,
insurance and real estate taxes. A portion of the real estate taxes, insurance,
and common area maintenance expenses are paid directly by the Partnership. The
Partnership is then reimbursed by the tenants for their proportionate share. The
expenses paid by the Partnership are included in the accompanying Statements of
Operations as property taxes, insurance, and operating expenses. The portion
which is reimbursable from the tenants is classified as tenant reimbursements in
the accompanying Statements of Operations.
</TABLE>
Most of the leases also provide for an additional percentage rent of .75% to
6% of sales after a certain level of sales are achieved. Percentage rents were
not material in 1995 or 1994.
The future minimum rental payments to be received under operating leases
that have initial or remaining noncancellable lease terms in excess of one
year as of December 31, 1995, are as follows:
Years Ending December 31,
1996 $ 2,351,374
1997 2,111,582
1998 1,845,553
1999 1,517,128
2000 1,452,920
Thereafter 10,450,498
$19,729,055
Four anchor tenants represent $15,402,749 of the above minimum future rentals
under leases expiring in 2006 through 2012.
Note E Major Tenants
Rents from tenants exceeding 10% of rental income were as follows:
<TABLE>
1995 1994
Amount Percent Amount Percent
<S> <C> <C> <C> <C>
K-Mart Corporation $359,948 14.6% $359,948 14.4%
Kroger Co. 342,607 13.9% 342,607 13.7%
Wal-Mart Stores, Inc. 298,196 12.1% 298,196 11.9%
</TABLE>
<TABLE>
<S> <C>
Note F Contingencies
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The Managing General Partner believes that all such pending
or outstanding litigation will be resolved without a material adverse effect upon
the business, financial condition, or operations of the Partnership.
Note G - Write-Down of Investment Properties
During 1994, Hitchcock Plaza, located in Aiken, South Carolina, experienced cash
flow difficulties as a result of a highly competitive rental market.
Accordingly, in the fourth quarter of fiscal 1994, the Partnership recorded a
valuation write-down to reduce the carrying costs of the assets related to
Hitchcock Plaza based on estimated fair value. The write-down was calculated
using net operating income of the property, capitalized at a rate deemed
reasonable for the type of property adjusted for market conditions, physical
condition of the property and other factors, to assess whether any permanent
impairment in value had occurred. Due to extreme competitive conditions in the
rental market, continuing poor performance, and financial difficulties of certain
anchor tenants, the Managing General Partner concluded that a permanent
impairment in value had occurred. The write-down resulted in a charge to
operations of $323,021 for the year ended December 31, 1994. The adjusted basis
of the property is being depreciated over the remaining useful lives of the
assets.
Note H Income Taxes
The Partnership is classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements of
the Partnership. Taxable income or loss of the Partnership is reported in the
income tax returns of its partners.
Differences between the net loss as reported and Federal taxable loss result
primarily from (1) depreciation over different methods and lives and on differing
cost bases of investment properties, (2) change in rental income received in
advance, and (3) write-down of investment property. The following is a
reconciliation of reported net loss and Federal taxable loss:
</TABLE>
1995 1994
Net loss as reported $(310,896) $ (668,615)
Add (deduct):
Depreciation differences 37,130 45,323
Prepaid insurance 2,457 485
Unearned income (6,782) 7,320
Bad debt allowance (15,851) 15,851
Miscellaneous -- (403)
Write-down of investment property -- 323,021
Federal taxable loss $(293,942) $ (277,018)
Federal taxable loss
per limited partnership unit $ (.47) $ (.45)
The following is a reconciliation between the Partnership's reported amounts
and Federal tax basis of net assets and liabilities:
Net assets as reported $1,264,667
Land and Buildings 21,434
Accumulated depreciation 332,789
Syndication 666,666
Other (11,193)
Net assets - Federal tax basis $2,274,363
<TABLE>
<S> <C>
Note I - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Managing General Partner
and its affiliates for the management and administration of all partnership
activities. The partnership agreement provides for payments to affiliates for
services and for reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership.
The following payments were made to affiliates of Insignia Financial Group, Inc.
in 1995 and 1994:
1995 1994
Property management fees $82,604 $76,080
Reimbursement for services of affiliates 32,700 32,700
Note J - Investment Properties and Accumulated Depreciation
</TABLE>
<TABLE>
<CAPTION>
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent
Description Encumbrancess Land Property Acquisition
<S> <C> <C> <C> <C>
Hitchcock Plaza
Aiken, South Carolina $10,825,819 $1,796,596 $12,623,471 $ 24,100
(323,021)
White Horse Plaza
Greenville, South Carolina 6,857,677 1,975,248 6,914,259 33,469
(163,105)
Georgetown Landing
Georgetown, South Carolina 1,521,714 427,745 1,710,981 8,748
Totals $19,205,210 $4,199,589 $21,248,711 $(419,809)
</TABLE>
Note J - Investment Properties and Accumulated Depreciation (continued)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1995
Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Hitchcock Plaza $1,756,347 $12,364,799 $14,121,146 $2,979,112 07/12/88 5-31.5
White Horse Plaza 1,939,039 6,820,832 8,759,871 1,642,477 07/12/88 5-31.5
Georgetown Landing 427,745 1,719,729 2,147,474 405,584 07/12/88 31.5
Totals $4,123,131 $20,905,360 $25,028,491 $5,027,173
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation" :
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994
<S> <C> <C>
Investment Properties
Balance at beginning of year $25,019,743 $25,339,264
Property improvements 8,748 3,500
Write-down of property -- (323,021)
Balance at End of Year $25,028,491 $25,019,743
Accumulated Depreciation
Balance at beginning of year $ 4,358,518 $ 3,681,790
Additions charged to expense 668,655 676,728
Balance at end of year $ 5,027,173 $ 4,358,518
The aggregate cost of the real estate for Federal income tax purposes at December
31, 1995, is $25,049,925. The accumulated depreciation taken for Federal income
tax purposes at December 31, 1995, is $4,694,384.
</TABLE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
<TABLE>
<S> <C>
The Registrant has no officers or directors. The Managing General Partner
manages and controls the Registrant and has general responsibility and authority
in all matters affecting its business.
The names of the directors and executive officers of 104 Management, Inc., the
Partnership's Managing General Partner, as of December 31, 1995, their ages and
the nature of all positions with 104 Management, Inc. presently held by them are
set forth below. There are no family relationships between or among any officers
and directors.
Name Age Position
Carroll D. Vinson 55 President, Director
Robert D. Long, Jr. 28 Controller, Principal
Accounting Officer
William H. Jarrard, Jr. 49 Vice President
John K. Lines 36 Secretary
Kelley M. Buechler 38 Assistant Secretary
Carroll D. Vinson has been President of the Managing General Partner and
Metropolitan Asset Enhancement, L.P.("MAE")subsidiaries since August 1994. Prior
to that, during 1993 to August 1994, Mr. Vinson was affiliated with Crisp, Hughes
& Co. (regional CPA firm) and engaged in various other investment and consulting
activities. Briefly, in early 1993, Mr. Vinson served as President and Chief
Executive Officer of Angeles Corporation, a real estate investment firm. From
1991 to 1993, Mr. Vinson was employed by Insignia in various capacities including
Managing Director-President during 1991. From 1986 to 1990, Mr. Vinson was
President and Director of U.S. Shelter Corporation, a real estate services
company, which sold substantially all of its assets to Insignia in December 1990.
Robert D. Long, Jr. is Controller and Principal Accounting Officer of the
Managing General Partner and MAE subsidiaries. Prior to joining MAE in February
1994, he was an auditor for the State of Tennessee and was associated with the
accounting firm of Harshman Lewis and Associates. He is a graduate of the
University of Memphis.
William H. Jarrard, Jr. is Vice President of the Managing General Partner and
MAE subsidiaries and Managing Director - Partnership Administration of Insignia.
During the five years prior to joining Insignia in 1991, he served in a similar
capacity for U.S. Shelter. Mr. Jarrard is a graduate of the University of South
Carolina and a certified public accountant.
John K. Lines has been Secretary of the Managing General Partner and MAE
subsidiaries since August 1994 and General Counsel and Secretary of Insignia
since July 1994. From May 1993 until June 1994, Mr. Lines was the Assistant
General Counsel and Vice President of Ocwen Financial Corporation in West Palm
Beach, Florida. From October 1991 until April 1993, Mr. Lines was a Senior
Attorney with Banc One Corporation in Columbus, Ohio. From May 1984 until
October 1991, Mr. Lines was employed as an associate with Squire Sanders &
Dempsey in Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of the Managing General Partner and
MAE subsidiaries and Assistant Secretary of Insignia. During the five years
prior to joining Insignia in 1991, she served in a similar capacity for U.S.
Shelter. Ms. Buechler is a graduate of the University of North Carolina.
Item 10. Executive Compensation
None of the directors and officers of the Managing General Partner received
any remuneration from the Registrant.
Item 11. Security Ownership of Certain Beneficial Owners and Management
As of February 1996, there were 552,000 Units and 61,333 Units of Subordinated
Interest issued and outstanding. The following table sets forth certain
information, as of December 31, 1995 (except to the extent otherwise indicated),
with respect to the ownership of Units and units of Subordinated Interest by:
(i) any person or group who is known to the Partnership to be the beneficial
owner of more than 5% of either the Units or units of Subordinated Interest, and
(ii) the directors and officers of the Managing General Partner, named
individually and as a group.
</TABLE>
<TABLE>
<CAPTION>
Units of Subordinated
Units (1) Interest (1)
Amount Percent Amount Percent
<S> <C> <C> <C> <C>
The Ohio Company 28,635(2) 5.19% 0 --
155 East Broad Street
Columbus, Ohio 43215
Insignia Brunner L.P. 0 -- 61,333 100%
One Insignia Financial Plaza
Greenville, SC 29602
All directors and officers of
the Managing General Partner 0 -- 0 --
(5 persons) as a group
<FN>
(1) The Limited Partners have no right or authority to participate in the
management or control of the Partnership or its business. However,
Limited Partners do have limited rights to approve or disapprove
certain fundamental Partnership matters as provided in Article 7 of
the Partnership Agreement. Transfer of Units are subject to certain
restrictions set forth in Article 9 of the Partnership Agreement.
(2) These units are held by The Ohio Company as custodian under 30
separate custodial agreements. No single such custodial account holds
more than 5% of the outstanding Units.
</TABLE>
Item 12. Certain Relationships and Related Transactions
<TABLE>
<S> <C>
The General Partner did not receive cash distributions from or with respect to
the fiscal years ended December 31, 1995 and 1994. For a description of the
share of cash distributions from operations, if any, to which the General Partner
is entitled, see "Note B" of the financial statements included in "Item 7" of
this report.
The Registrant has a property management agreement with affiliates of Insignia
pursuant to which such affiliates have assumed direct responsibility for day-to-
day management of the Partnership's properties. This service includes the
supervision of leasing, rent collection, maintenance, budgeting, employment of
personnel, payment of operating expenses, etc. Insignia's affiliate received a
property management fee equal to 3% of gross revenues of all tenants. During the
twelve months ended December 31, 1995 and 1994, an affiliate of Insignia received
$82,604 and $76,080 in property management fees, respectively.
Section 6.4 of the Partnership Agreement provides that the Partnership shall
reimburse the General Partner and its affiliates for all out-of-pocket costs and
expenses incurred by the General Partner and its affiliates in connection with
the operation of the Partnership's business, including, without limitation, legal
and accounting fees and the cost of other administrative services performed by
them for the benefit of the Partnership; provided that any such reimbursement
shall be in an amount equal to the lesser of the General Partners' or affiliates'
actual cost with respect thereto or the amount which the Partnership would be
required to pay to an independent person for comparable services in the same
geographic location; and further provided that no reimbursement is permitted with
respect to, among other things, salaries, fringe benefits, travel expenses and
other administrative items incurred or allocated to any controlling persons of
the General Partner or any affiliate.
If the Partnership requires additional funds, the General Partner or its
affiliates may, but are not obligated to, lend funds to the Partnership. Any
such loan and any disposition, re-negotiation or other subsequent transaction
involving such loan, shall be made only upon receipt from an independent and
qualified advisor of an opinion letter to the effect that such proposed loan or
disposition, renegotiation or subsequent transaction is fair and at least as
favorable to the Partnership as a loan to an unaffiliated borrower in similar
circumstances. The advisors' compensation must be paid by the General Partner
and is not reimbursable by the Partnership. No such loan has yet been made by
the General Partner.
A commission of up to 2% of the sale price may be paid to Brunner Management
Limited Partnership upon the sale of each of the Retail Centers, if it performs
substantial services in connection with the sale. Any such commission paid to
Brunner Management Limited Partnership will be subordinated to the Limited
Partners' priority distributions. Total commissions paid will not exceed those
reasonable, customary and competitive in light of the size and location of the
Retail Center sold.
See "Note I" of the financial statements for further discussion of certain
relationships and related party transactions.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits: See Exhibit Index contained herein.
(b) Reports on Form 8-K filed during the fourth quarter of 1995: None
</TABLE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
BRUNNER COMPANIES INCOME PROPERTIES L.P. I,
A Delaware Limited Partnership
By: Brunner Management Limited Partnership,
an Ohio Limited Partnership, its General
Partner
By: 104 Management, Inc., an Ohio corporation,
its General Partner
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President
Date: March 20, 1996
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on
the date indicated.
/s/ Carroll D. Vinson President March 20, 1996
Carroll D. Vinson
/s/ Robert D. Long, Jr. Controller and Principal March 20, 1996
Robert D. Long, Jr. Accounting Officer
<TABLE>
<CAPTION>
INDEX OF EXHIBITS
Exhibit
No. Description
<S> <C>
3.1 Partnership Agreement of Brunner Companies Income Properties L.P.
I (the "Partnership"); incorporated by reference to Exhibit 4.3 to
Form 10-Q for the fiscal quarter ended September 30, 1988
3.2 Certificate of Limited Partnership for the Partnership;
incorporated by reference to Exhibit 3.2 to Registration Statement
No. 33-20527 on Form S-11
4.1 Form of Class A Limited Partnership Interest Unit Certificate;
incorporated by reference to Exhibit 3.1 to Pre-effective
Amendment No. 1 to Registration Statement No. 33-20527 on Form S-
11
4.2 Form of Class B Limited Partnership Interest Unit Certificate;
incorporated by reference to Exhibit 3.1 to Pre-effective
Amendment No. 1 to Registration Statement No. 33-20527 on Form S-
11
10.1 Purchase Agreement for Hitchcock Plaza; incorporated by reference
to Exhibit 19.1 to Form 10-Q for the fiscal quarter ended
September 30, 1988
10.2 Purchase Agreement for White Horse Plaza; incorporated by
reference to Exhibit 19.2 to Form 10-Q for the fiscal quarter
ended September 30, 1988
10.3 Purchase Agreement for Georgetown Landing; incorporated by
reference to Exhibit 19.3 to Form 10-Q for the fiscal quarter
ended September 30, 1988
10.4 Management Agreement for Hitchcock Plaza; incorporated by
reference to Exhibit 19.4 to Form 10-Q for the fiscal quarter
ended September 30, 1988
10.5 Management Agreement for White Horse Plaza; incorporated by
reference to Exhibit 19.5 to Form 10-Q for the fiscal quarter
ended September 30, 1988
10.6 Management Agreement for Georgetown Landing; incorporated by
reference to Exhibit 19.6 to Form 10-Q for the fiscal quarter
ended September 30, 1988
10.7 Promissory Note secured by Mortgage on Hitchcock Plaza, with New
York Life Insurance Company, as Payee; incorporated by reference
to Exhibit 19.7 to Form 10-Q for the fiscal quarter ended
September 30, 1988
10.8 Security Agreement relating to Hitchcock Plaza with New York Life
Insurance Company, as Secured Party; incorporated by reference to
Exhibit 19.8 to Form 10-Q for the fiscal quarter ended September
30, 1988
10.9 Assignment of Lessor's Interest in Lease(s) relating to Hitchcock
Plaza with New York Life Insurance Company, as Mortgagee/Assignee;
incorporated by reference to Exhibit 19.9 to Form 10-Q for the
fiscal quarter ended September 30, 1988
10.10 Hitchcock Plaza Mortgage with New York Life Insurance Company;
incorporated by reference to Exhibit 19.10 to Form 10-Q for the
fiscal quarter ended September 30, 1988
10.11 Promissory Note secured by Mortgage on White Horse Plaza, with New
York Life Insurance Company, as Payee; incorporated by reference
to Exhibit 19.11 to Form 10-Q for the fiscal quarter ended
September 30, 1988
10.12 Security Agreement relating to White Horse Plaza with New York
Life Insurance Company, as Secured Party; incorporated by
reference to Exhibit 19.12 to Form 10-Q for the fiscal quarter
ended September 30, 1988
10.13 Assignment of Lessor's Interest in Lease(s) relating to White
Horse Plaza with New York Life Insurance Company, as
Mortgagee/Assignee; incorporated by reference to Exhibit 19.13 to
Form 10-Q for the fiscal quarter ended September 30, 1988
10.14 White Horse Plaza Mortgage with New York Life Insurance Company;
incorporated by reference to Exhibit 19.14 to Form 10-Q for the
fiscal quarter ended September 30, 1988
10.15 Promissory Note secured by Mortgage on Georgetown Landing, with
New York Life Insurance Company, as Payee; incorporated by
reference to Exhibit 19.15 to Form 10-Q for the fiscal quarter
ended September 30, 1988
10.16 Assignment of Lessor's Interest in Lease(s) relating to Georgetown
Landing with New York Life Insurance Company, as
Mortgagee/Assignee; incorporated by reference to Exhibit 19.16 to
Form 10-Q for the fiscal quarter ended September 30, 1988.
10.17 Security Agreement relating to Georgetown Landing with New York
Life Insurance Company, as Secured Party; incorporated by
reference to Exhibit 19.17 to Form 10-Q for the fiscal quarter
ended September 30, 1988
10.18 Georgetown Landing Mortgage with New York Life Insurance Company;
incorporated by reference to Exhibit 19.18 to Form 10-Q for the
fiscal quarter ended September 30, 1988
10.19 Commitment letter between New York Life Insurance Company and MBB
Development Associates; incorporated by reference to Exhibit 10.7
to Registration Statement No. 33-20527 on Form S-11
10.20 Commitment letter between New York Life Insurance Company and
Dayton & Associates VII; incorporated by reference to Exhibit 10.8
to Registration Statement No. 33-20527 on Form S-11
10.21 Commitment letter between New York Life Insurance Company and
Dayton & Associates VII; incorporated by reference to Exhibit 10.9
to Registration Statement No. 33-20527 on Form S-11
10.22 Hitchcock Center Lease with Goody's Family Clothing, Inc.;
incorporated by reference to Exhibit 10.10 to Pre-effective
Amendment No. 1 to Registration Statement No. 33-20527 on Form S-
11
10.23 Hitchcock Center Lease with Franchise Enterprises, Inc.;
incorporated by reference to Exhibit 10.11 to Pre-effective
Amendment No. 1 to Registration Statement No. 33-20527 on Form S-
11
10.24 Hitchcock Center Lease with Key Wholesale Corporation;
incorporated by reference to Exhibit 10.12 to Pre-effective
Amendment No. 1 to Registration Statement No. 33-20527 on Form S-
11
10.25 Side Agreement Regarding Rent Guarantee between MBB Development
Associates and the Partnership; incorporated by reference to
Exhibit 10.31 to Form 10-K for the fiscal year ended December 31,
1988
10.26 Release and Termination of Lease between the Partnership and Key
Wholesalers of Columbia, Inc.; incorporated by reference to
Exhibit 19.1 to Form 10-Q for the fiscal quarter ended June 30,
1989
10.27 Hitchcock Center Lease between the Partnership and Southco, Inc.;
incorporated by reference to Exhibit 19.2 to Form 10-Q for the
fiscal quarter ended June 30, 1989
10.28 Construction Agreement between the Partnership and Gillam &
Associates, Inc. regarding Southco renovations; incorporated by
reference to Exhibit 19.3 to Form 10-Q for fiscal quarter ended
June 30, 1989
10.29 Agreement between the Partnership and MBB Development Associates
regarding Southco renovations; incorporated by reference to
Exhibit 19.4 to Form 10-Q for the fiscal quarter ended June 30,
1989
10.30 Hitchcock Center Lease with The Kroger Company; incorporated by
reference to Exhibit 10.13 to Pre-effective Amendment No. 1 to
Registration Statement No. 33-20527 on Form S-11
10.31 Hitchcock Center Lease with K-Mart Corporation; incorporated by
reference to Exhibit 10.14 to Pre-effective Amendment No. 1 to
Registration Statement No. 33-20527 on Form S-11
10.32 White Horse Plaza Lease with Wal-Mart Stores, Inc.; incorporated
by reference to Exhibit 10.19 to Pre-effective Amendment No. 1 to
Registration Statement No. 33-20527 on Form S-11
10.33 Amendment to Wal-Mart lease with White Horse Plaza; incorporated
by reference to Exhibit 19.1 to Form 10-Q for fiscal quarter ended
September 30, 1989
10.34 Second Amendment to Wal-Mart lease with White Horse Plaza;
incorporated by reference to Exhibit 19.2 to Form 10-Q for fiscal
quarter ended September 30, 1989
10.35 White Horse Plaza Lease with Winn-Dixie Greenville, Inc.;
incorporated by reference to Exhibit 10.20 to Pre-effective
Amendment No. 1 to Registration Statement No. 33-20527 on Form S-
11
10.36 Georgetown Landing Transfer and Assignment of Lease with Rhonda
and Leon Detzler; incorporated by reference to Exhibit 10.24 to
Pre-effective Amendment No. 1 to Registration Statement No. 33-
20527 on Form S-11
10.37 Georgetown Landing Lease with Food Lion, Inc.; incorporated by
reference to Exhibit 10.25 to Pre-effective Amendment No. 1 to
Registration Statement No. 33-20527 on Form S-11
10.38 Letter Agreement dated January 14, 1991, amending the Georgetown
Landing Lease with Coast-to-Coast incorporated by reference to
Exhibit 10.38 to Form 10-K as of fiscal year end December 31, 1990
10.39 Advisory Agreement made as of September 1, 1991 between Brunner
Companies Income Properties L.P. I and Insignia GP Corporation and
Insignia Financial Group, Inc. incorporated by reference to
Exhibit 19.1 to Form 10-Q for the fiscal quarter ended September
30, 1991
10.40 First Amendment to Advisory Agreement changing effective date from
September 1, 1991 to October 1, 1991 incorporated by reference to
Exhibit 19.2 to Form 10-Q for the fiscal quarter ended September
30, 1991
10.41 Management Agreement for Georgetown Landing made as of December 1,
1991 between Brunner Companies Income Properties L.P. and Insignia
Management Group, L.P. incorporated by reference to Exhibit 10.41
to Form 10-K as of fiscal year end December 31, 1991
10.42 Management Agreement for White Horse Plaza made as of December 1,
1991 between Brunner Companies Income Properties L.P. I and
Insignia Management Group, L.P. incorporated by reference to
Exhibit 10.42 to Form 10-K as of fiscal year end December 31, 1991
10.43 Hitchcock Center Lease with Consolidated Stores Corporation
incorporated by reference to Exhibit 10.43 to Form 10-K as of
fiscal year end December 31, 1991
10.44 Transfer Agent Agreement between Brunner Companies Income
Properties L.P. I and Insignia GP Corporation incorporated by
reference to Exhibit 10.44 to Form 10-K as of fiscal year end
December 31, 1991
10.45 Letter Agreement amending Georgetown Landing Lease with Coast-to-
Coast incorporated by reference to Exhibit 10.45 to Form 10-K as
of fiscal year end December 31, 1991
10.46 Closing Agreement dated October 16, 1992 showing the acquisition
of a majority of the outstanding stock of 104 Management, Inc. by
IBGP, Inc. incorporated by reference to Exhibit 2 to Form 8-K
dated March 5, 1993
10.47 Third loan modification and extension agreement, cross-pledge and
default agreement, and mortgage amendment agreement relating to
Hitchcock Plaza effective September 29, 1995 by and between New
York Life Insurance Company and Brunner Companies Income
Properties, L.P. I, a Delaware Limited Partnership incorporated by
reference to Exhibit 10.47 to Form 10-QSB for the fiscal quarter
ended September 30, 1995.
10.48 Third loan modification and extension agreement, cross-pledge and
default agreement, and mortgage amendment agreement relating to
Whitehorse Plaza effective September 29, 1995 by and between New
York Life Insurance Company and Brunner Companies Income
Properties, L.P. I, a Delaware Limited Partnership incorporated by
reference to Exhibit 10.47 to Form 10-QSB for the fiscal quarter
ended September 30, 1995.
10.49 Third loan modification and extension agreement, cross-pledge and
default agreement, and mortgage amendment agreement relating to
Georgetown Landing effective September 29, 1995 by and between New
York Life Insurance Company and Brunner Companies Income
Properties, L.P. I, a Delaware Limited Partnership incorporated by
reference to Exhibit 10.47 to Form 10-QSB for the fiscal quarter
ended September 30, 1995.
16.1 Letter from the Registrant's former independent accountant
regarding its concurrence with the statements made by the
Registrant is incorporated by reference to the exhibit filed with
Form 8-K dated January 12, 1993
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Brunner
Companies Income Properties L.P. I's 1995 Year-End 10-KSB and is qualified its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000830737
<NAME> BRUNNER COMPANIES INCOME PROPERTIES L.P. I
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 315,770
<SECURITIES> 0
<RECEIVABLES> 126,455
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 25,028,491
<DEPRECIATION> 5,027,173
<TOTAL-ASSETS> 20,662,280
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 19,205,210
0
0
<COMMON> 0
<OTHER-SE> 1,264,667
<TOTAL-LIABILITY-AND-EQUITY> 20,662,280
<SALES> 0
<TOTAL-REVENUES> 2,489,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,799,896
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,785,179
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (310,896)
<EPS-PRIMARY> (.50)
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
