FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT
Under Section 13 or 15(d)
[X] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 [No Fee Required]
For the fiscal year ended December 31, 1996
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: $2,749,000
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 of such partnership interests,
as of December 31, 1996: 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 Interests 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 Interests 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 were 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 72% 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:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Useful Federal
Property Value Depreciation Life Method Tax Basis
<S> <C> <C> <C> <C> <C>
Hitchcock Plaza $14,121 $3,370 5-31.5 yrs S/L $10,952
White Horse Plaza 8,765 1,863 5-31.5 yrs S/L 7,082
Georgetown Landing 2,158 463 31.5 yrs S/L 1,705
$25,044 $5,696 $19,739
</TABLE>
See "Note A" of the Notes to Financial Statements included in "Item 7" for a
description of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Principal Principal
Balance At Stated Balance
December 31, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity(1)
<S> <C> <C> <C> <C> <C>
Hitchcock Plaza $10,569 9% 18 yrs 10/98 $10,059
White Horse Plaza 6,695 9% 18 yrs 10/98 6,372
Georgetown Landing 1,485 9% 18 yrs 10/98 1,414
Total $18,749 $17,845
<FN>
(1) The mortgages require a balloon payment at maturity for the remaining
principal balance. These notes are all cross-collateralized and cross-
defaulted.
</TABLE>
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual
Rental Rates Average Annual
(per square foot) Occupancy
1996 1995 1996 1995
Hitchcock Plaza $5.87 $6.17 98% 99%
White Horse Plaza 5.41 5.28 99% 98%
Georgetown Landing 5.71 5.82 91% 93%
As noted under "Item 1. Description of Business", the real estate industry is
ighly competitive. All of the properties of the Partnership are subject to
ompetition from other retail centers in the area. The Managing General Partner
elieves that all of the properties are adequately insured.
The following is a schedule of the lease expirations for the years 1997-2006:
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
Hitchcock Plaza (in thousands)
1997 6 11,400 $ 109 8.4%
1998 6 62,400 348 26.7%
1999 4 13,600 122 9.3%
2000 1 1,000 13 1.0%
2001-2006 0 0 0 0%
White Horse Plaza
1997 4 17,480 $ 118 12.8%
1998 3 12,550 79 8.6%
1999 6 12,450 125 13.6%
2000 0 0 0 0%
2001-2006 4 123,444 584 63.6%
Georgetown Landing
1997 0 0 $ 0 0%
1998 1 1,200 11 5.3%
1999 1 1,200 11 5.3%
2000 2 2,400 19 9.5%
2001-2006 2 26,200 149 74.4%
The following schedule presents information on tenants occupying 10% or more
of the leasable square feet for each property:
<TABLE>
<CAPTION>
Nature of Square Footage Annual Rent Lease
Business Leased Per Square Foot Expiration
<S> <C> <C> <C> <C>
Hitchcock Plaza Grocery Store 49,296 $6.95 02/28/07
Discount Store 86,479 4.16 06/30/12
Clothing Store 35,000 5.50 08/31/98
White Horse Plaza Discount Store 81,922 3.64 10/10/06
Grocery Store 35,922 6.50 05/31/06
Georgetown Landing Grocery Store 25,000 5.55 11/22/06
</TABLE>
SCHEDULE OF REAL ESTATE TAXES AND RATES
(dollar amounts in thousands):
1996 1996
Taxes Rate
Hitchcock Plaza $112 1.53%
White Horse Plaza 67 1.56%
Georgetown Landing 35 1.93%
ITEM 3. LEGAL PROCEEDINGS
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year ended December 31, 1996, 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, 1996, 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 1996 or 1995. 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
1997.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
The Partnership realized a net loss of $255,000 for the year ended
December 31, 1996, compared to a net loss of $311,000 for the year ended
December 31, 1995. The decrease in net loss for the year ended December 31,
1996, is primarily due to decreased interest expense resulting from the
modification of the Partnership's mortgage notes payable in the second quarter
of 1995. This modification included the reduction of outstanding principal by
$350,000. Partially offsetting this decrease in interest expense was an
increase in property taxes.
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 $332,000 at December 31, 1996,
compared to unrestricted cash of $316,000 at December 31, 1995. Net cash
provided by operating activities increased primarily due to reduced interest
payments during 1996. Net cash used in investing activities increased due to
increased property improvements and replacements at Georgetown Landing and
Whitehorse Plaza during 1996 as well as increased deposits to restricted
escrows required by the 1995 loan modification discussed below. Net cash used
in financing activities decreased due to the non-recurring nature of the
$193,000 deposit remitted to the mortgage holder in 1995 which was subsequently
applied to mortgage principal as discussed below.
On September 29, 1995, the Partnership successfully completed a loan
modification and extension for the Partnership's mortgage notes payable. A
deposit of $193,000 paid to the mortgage holder during the second quarter of
1995 was applied to the mortgage principal and an additional $157,000 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 $18,749,000 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 1996 or 1995 and no cash distributions are
anticipated for fiscal year 1997.
ITEM 7. FINANCIAL STATEMENTS
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Balance Sheet - December 31, 1996
Statements of Operations - Years ended December 31, 1996 and 1995
Statements of Changes in Partners' Capital (Deficit) - Years ended
December 31, 1996 and 1995
Statements of Cash Flows - Years ended December 31, 1996 and 1995
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
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, 1996, 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, 1996. 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, 1996, and the results of its
operations and its cash flows for each of the two years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
February 20, 1997
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
BALANCE SHEET
December 31, 1996
(in thousands, except unit data)
Assets
Cash:
Unrestricted $ 332
Restricted-tenant security deposits 11
Accounts receivable, net of allowance of $35 119
Escrows for taxes 89
Restricted escrows 5
Other assets 141
Investment properties (Notes A, C and I)
Land $ 4,123
Buildings and related personal proprty 20,921
25,044
Accumulated depreciation (5,696) 19,348
$20,045
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 41
Tenant security deposits 12
Accrued taxes 100
Other liabilities 133
Mortgage notes payable (Note C) 18,749
Partners' Capital (Deficit)
General partner $ (27)
Class A Limited Partners - (552,000
units) 764
Class B Limited Partners - (61,333
units) 273 1,010
$20,045
See Accompanying Notes to Financial Statements
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
STATEMENTS OF OPERATIONS
(In thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $2,735 $2,732
Other income 14 17
Total revenues 2,749 2,749
Expenses:
Operating 307 317
General and administrative 83 89
Depreciation 669 669
Interest 1,726 1,785
Property taxes 219 200
Total expenses 3,004 3,060
Net loss $ (255) $ (311)
Net loss allocated to general partner (1%) $ (3) $ (3)
Net loss allocated to Class A limited
partners (89.1%) (227) (277)
Net loss allocated to Class B limited
partners (9.9%) (25) (31)
$ (255) $ (311)
Net loss per limited partnership unit $ (.41) $( .50)
See Accompanying Notes to Financial Statements
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(In thousands)
<TABLE>
<CAPTION>
General Limited Partners
Partner Class A Class B Total
<S> <C> <C> <C> <C>
Original capital contributions $ 1 $5,520 $613 $6,134
Partners' capital (deficit)
at December 31, 1994 $ (21) $1,268 $329 $1,576
Net loss for the year ended
December 31, 1995 (3) (277) (31) (311)
Partners' capital (deficit)
at December 31, 1995 (24) 991 298 1,265
Net loss for the year ended
December 31, 1996 (3) (227) (25) (255)
Partners' capital (deficit)
at December 31, 1996 $ (27) $ 764 $273 $1,010
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
STATEMENTS OF CASH FLOWS
(in thousands, except unit data)
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (255) $ (311)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 669 669
Amortization of loan costs and leasing
commissions 40 46
Bad debt 35 --
Change in accounts:
Restricted cash (3) 2
Accounts receivable (28) 11
Escrows for taxes (19) 127
Other assets (41) 7
Accounts payable 30 1
Tenant security deposits 2 --
Accrued taxes 33 (95)
Other liabilities 29 (8)
Net cash provided by operating activities 492 449
Cash flows from investing activities:
Property improvements and replacements (15) (9)
Deposits to restricted cash (42) --
Receipts from restricted cash 37 --
Net cash used in investing activities (20) (9)
Cash flows from financing activities:
Loan extension costs -- (59)
Payments on mortgage notes payable (456) (605)
Net cash used in financing activities (456) (664)
Net increase (decrease) in cash 16 (224)
Cash at beginning of year 316 540
Cash at end of year $ 332 $ 316
Supplemental disclosure of cash flow information:
Cash paid for interest $1,710 $1,767
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
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.
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 $35,000 more in rental income than was collected in 1996
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 term of the applicable lease. Lease commissions
of $48,000 net of accumulated amortization of $63,000 are included in other
assets.
LOAN COSTS: Loan extension costs of $33,000, net of accumulated amortization of
$26,000 are included in other assets. Loan costs are 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.
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.
RECLASSIFICATIONS: Certain reclassifications have been made to the 1995
information to conform to the 1996 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;
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, 1996, the Partnership had undeclared amounts of $2,981,000 or
$5.40 per Class A unit and $519,000 or $8.47 per Class B unit of the cumulative
annual 10% cash returns.
NOTE C - MORTGAGE NOTES PAYABLE (dollar amounts in thousands)
<TABLE>
<CAPTION>
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1996 Interest Rate Date Maturity(1)
<S> <C> <C> <C> <C> <C>
Hitchcock Plaza
1st mortgage $10,569 $102 9% 10/98 $10,059
White Horse Plaza
1st mortgage 6,695 65 9% 10/98 6,372
Georgetown Landing
1st mortgage 1,485 14 9% 10/98 1,414
Total $18,749 $181 $17,845
<FN>
(1)Mortgages require a balloon payment at maturity for the remaining principal
amount. These notes are all cross-collateralized and cross-defaulted.
</TABLE>
The estimated fair value of the Partnership's aggregate debt approximates the
carrying value.
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, 1996, are as follows (in thousands):
1997 $ 499
1998 18,250
Total $18,749
NOTE D - OPERATING LEASES
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.
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, 1996, are as follows:
Years Ending December 31,
(in thousands)
1997 $ 2,038
1998 1,912
1999 1,515
2000 1,406
2001 1,385
Thereafter 8,684
$16,940
Four anchor tenants represent $14,169,000 of the above minimum future rentals
under leases expiring in 2006 through 2012.
NOTE E - MAJOR TENANTS
Rents from tenants (excluding tenant reimbursements) exceeding 10% of rental
income were as follows (dollars in thousands):
1996 1995
Amount Percent Amount Percent
K-Mart Corporation $ 360 14.9% $ 360 14.6%
Kroger Co. 343 14.2% 343 13.9%
Wal-Mart Stores, Inc. 298 12.3% 298 12.1%
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 - 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 depreciation over different methods and lives and on differing
cost bases of investment properties and the change in rental income received in
advance. The following is a reconciliation of reported net loss and Federal
taxable loss:
1996 1995
(in thousands)
Net loss as reported $ (255) $ (311)
Add (deduct):
Depreciation differences 37 37
Prepaid insurance (8) 2
Unearned income 4 (7)
Bad debt allowance -- (15)
Miscellaneous 29 --
Federal taxable loss $ (193) $ (294)
Federal taxable loss
per limited partnership unit $ (.31) $ (.47)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities:
Net assets as reported $1,010
Land and Buildings 21
Accumulated depreciation 370
Syndication costs 667
Other 13
Net assets - Federal tax basis $2,081
NOTE H - 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 property management services based on a percentage of revenue and
for reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership. Property management fees are included in operating expenses. The
following payments were made to affiliates of the Managing General Partner
during each of the years ended December 31, 1996 and 1995:
1996 1995
(in thousands)
Property management fees $83 $83
Reimbursement for services of affiliates 33 36
Additionally, the Partnership paid $27,000 and $15,000 to an affiliate of the
Managing General Partner for lease commissions related to new leases at the
Partnership's commercial properties during the years ended December 31, 1996 and
1995, respectively. These lease commissions are included in other assets and
amortized over the term of the respective leases.
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Managing General Partner. An affiliate of the
Managing General Partner acquired, in the acquisition of a business, certain
financial obligations from an insurance agency which was later acquired by the
agent who placed the current year's master policy. The current agent assumed
the financial obligations to the affiliate of the Managing General Partner who
receives payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
NOTE I - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Hitchcock Plaza $10,569 $1,797 $12,623 $ 24
(323)
White Horse Plaza 6,695 1,975 6,914 39
(163)
Georgetown Landing 1,485 428 1,711 19
Totals $18,749 $4,200 $21,248 $ (404)
</TABLE>
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1996
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 $12,365 $14,121 $3,370 07/12/88 5-31.5
White Horse Plaza 1,939 6,826 8,765 1,863 07/12/88 5-31.5
Georgetown Landing 428 1,730 2,158 463 07/12/88 31.5
Totals $4,123 $20,921 $25,044 $5,696
</TABLE>
NOTE I - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
Reconciliation of "Investment Properties and Accumulated Depreciation":
(dollar amounts in thousands)
Years Ended December 31,
1996 1995
Investment Properties
Balance at beginning of year $25,029 $25,020
Property improvements 15 9
Balance at End of Year $25,044 $25,029
Accumulated Depreciation
Balance at beginning of year $ 5,027 $ 4,358
Additions charged to expense 669 669
Balance at end of year $ 5,696 $ 5,027
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996, is $25,065,000. The accumulated depreciation taken for
Federal income tax purposes at December 31, 1996, is $5,326,000.
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
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, 1996, 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 56 President, Director
William H. Jarrard, Jr. 50 Vice President
Robert D. Long, Jr. 29 Controller, Principal
Accounting Officer
John K. Lines 37 Secretary
Kelley M. Buechler 39 Assistant Secretary
Carroll D. Vinson has been President of the 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.
William H. Jarrard, Jr. has been Vice President of the General Partner since
March 1993 and Managing Director - Partnership Administration of Insignia since
January 1991. Mr. Jarrard served as Managing Director - Partnership
Administration and Asset Management for Insignia from July 1994 until January
1996.
Robert D. Long, Jr. is Controller and Principal Accounting Officer of the
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.
John K. Lines has been Secretary of the 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 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.
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 March 1997, 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, 1996 (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>
<CAPTION>
Units of Subordinated
Units (1) Interest (1)
Amount Percent Amount Percent
<S> <C> <C> <C> <C>
The Ohio Company 29,375(2) 5.32% 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 32 separate
custodial agreements. No single such custodial account holds more than 5% of
the outstanding Units.
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner did not receive cash distributions from or with respect to
the fiscal years ended December 31, 1996 and 1995. 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 Notes to 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 years ended December 31, 1996 and 1995, an affiliate of Insignia received
$83,000 in property management fees each year.
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. Affiliates
of Insignia received $33,000 and $36,000 of reimbursements during the years
ended December 31, 1996 and 1995, respectively.
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 H" of the Notes to 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 1996: None
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 28, 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 28, 1996
Carroll D. Vinson
/s/ Robert D. Long, Jr. Controller and Principal March 28, 1996
Robert D. Long, Jr. Accounting Officer
INDEX OF EXHIBITS
Exhibit
No. Description
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> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Brunner
Companies Income Properties L.P., I 1996 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000830737
<NAME> BRUNNER COMPANIES INCOME PROPERTIES L.P. I
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 332
<SECURITIES> 0
<RECEIVABLES> 154
<ALLOWANCES> 35
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 25,044
<DEPRECIATION> 5,696
<TOTAL-ASSETS> 20,045
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 18,749
0
0
<COMMON> 0
<OTHER-SE> 1,010
<TOTAL-LIABILITY-AND-EQUITY> 20,045
<SALES> 0
<TOTAL-REVENUES> 2,749
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,004
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,726
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (255)
<EPS-PRIMARY> (.41)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
