FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT
UNDER SECTION 13 OR 15(D)
FORM 10-KSB
(Mark One)
[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, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period from.........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:
Limited Partnership Units
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the 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: $2,860,000
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 a specified date within the past 60 days: Market value
information for the registrant's partnership interests is not available. Should
a trading market develop for these interests, it is the Managing General
Partner's belief that the aggregate market value of the voting partnership's
interest 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 (the "General Partner"), an
Ohio limited partnership formed in February 1988, is the sole general partner of
the Partnership. 104 Management, Inc. (the "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
investment properties (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. On March 17, 1998, Insignia entered into an agreement to
merge its national residential property management operations, and its
controlling interest in Insignia Properties Trust, with Apartment Investment and
Management Company ("AIMCO"), a publicly traded real estate investment trust.
The closing, which is anticipated to happen in the third quarter of 1998, is
subject to customary conditions, including government approvals and the approval
of Insignia's shareholders. If the closing occurs, AIMCO will then control the
General Partner of the Partnership.
The Partnership is in the business of owning and operating three Retail Centers:
Georgetown Landing, Georgetown, South Carolina; White Horse Plaza, Greenville,
South Carolina; and Hitchcock Plaza, Aiken, South Carolina. See "Item 2.
Description of Properties" for additional information regarding the Retail
Centers.
The real estate business is highly competitive. The Partnership'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 Partnership.
The Partnership 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. Certain
Relationships and Related Transactions", which descriptions are herein
incorporated by reference.
There have been, and it is possible there may be other, Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.
The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
ITEM 2. DESCRIPTION OF PROPERTIES
The following table sets forth the Partnership's investments in properties:
Date of
Property Purchase Type of Ownership Use
Hitchcock Plaza 7/12/88 Fee ownership subject Retail Center
Aiken, South Carolina to first mortgage 233,000 sq.ft.
White Horse Plaza 7/12/88 Fee ownership subject Retail Center
Greenville, South Carolina to first mortgage 166,000 sq.ft.
Georgetown Landing 7/12/88 Fee ownership subject Retail Center
Georgetown, South Carolina to first mortgage 40,000 sq.ft.
A significant feature of all the retail centers is the fact that approximately
73% 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 (IN THOUSANDS):
Gross
Carrying Accumulated Useful Federal
Property Value Depreciation Life Method Tax Basis
Hitchcock Plaza $14,121 $3,761 5-31.5 yrs S/L $ 10,579
White Horse Plaza 8,765 2,084 5-31.5 yrs S/L 6,875
Georgetown Landing 2,158 521 31.5 yrs S/L 1,653
$25,044 $6,366 $ 19,107
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 (IN THOUSANDS):
Principal Principal
Balance At Stated Balance
December 31, Interest Period Maturity Due At
Property 1997 Rate Amortized Date (1) Maturity (2)
Hitchcock Plaza $10,287 9% 18 yrs 10/98 $10,059
White Horse Plaza 6,517 9% 18 yrs 10/98 6,372
Georgetown Landing 1,446 9% 18 yrs 10/98 1,414
Total $18,250 $17,845
(1) The maturity dates of the mortgage notes are currently October 10, 1998,
how- ever, the notes provide the Partnership with a guaranteed two year
renewal option. At the present time, the Managing General Partner is
considering a potential sale of the Partnership's properties in 1998. If
the properties are not sold, the Managing General Partner anticipates a two
year extension of the mortgage notes based on the renewal option.
(2) The mortgages require a balloon payment at maturity for the remaining
principal balance. These notes are cross-collateralized and cross-
defaulted and are secured by the properties and by a pledge of revenues
from the respective properties.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual
Rental Rates Average Annual
(per square foot) Occupancy
1997 1996 1997 1996
Hitchcock Plaza $5.95 $5.87 98% 98%
White Horse Plaza 5.77 5.41 97% 99%
Georgetown Landing 5.63 5.71 91% 91%
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 1998-2007:
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
Hitchcock Plaza (in thousands)
1998 5 60,800 $ 329 23.8%
1999 4 9,100 104 7.5%
2000 5 6,900 72 5.2%
2001 0 0 0 0.0%
2002 4 11,860 130 9.4%
2003 1 1,600 20 1.5%
2004-2006 0 0 0 0.00%
2007 1 49,296 343 24.7%
White Horse Plaza
1998 3 12,550 $ 78 9.0%
1999 6 12,450 126 14.3%
2000 2 6,080 61 6.9%
2001 1 4,000 32 3.6%
2002 2 4,600 48 5.5%
2003-2005 0 0 0 0.0%
2006 2 117,844 532 60.7%
2007 0 0 0 0.0%
Georgetown Landing
1998 1 1,200 $ 10 5.0%
1999 1 1,200 10 5.0%
2000 2 2,400 20 9.3%
2001 0 0 0 0.0%
2002 1 1,200 11 5.1%
2003-2005 0 0 0 0.0%
2006 1 30,104 158 75.6%
2007 0 0 0 0.0%
The following schedule presents information on tenants occupying 10% or more of
the leasable square feet for each property:
Nature Square Footage Annual Rent Lease
Business Leased Per Square Foot Expiration
Hitchcock Plaza Grocery Store 49,296 $6.95 2/28/07
Discount Store 86,479 4.16 6/30/12
Clothing Store 35,000 5.50 8/31/98
White Horse Plaza Discount Store 81,922 3.64 10/31/06
Grocery Store 35,922 6.50 11/05/06
Georgetown Landing Grocery Store 30,104 5.25 11/22/06
SCHEDULE OF REAL ESTATE TAXES (IN THOUSANDS) AND RATES:
1997 1997
Taxes Rate
Hitchcock Plaza $ 90 1.52%
White Horse Plaza 73 1.58%
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 fiscal year ended December 31, 1997, 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, 1997, the number of holders of record of Limited Partnership
Units and Subordinated Interest Units was 387 and one, respectively. Neither
the Limited Partnership Units nor the Subordinated Interest Units 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 1997 or 1996. 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 1998.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
The Partnership realized a net loss of $101,000 for the year ended December 31,
1997, compared to a net loss of $255,000 for the year ended December 31, 1996.
The decrease in net loss for the year ended December 31, 1997 is primarily due
to an increase in rental revenue, increased other income and decreased property
tax and interest expenses. The increase in rental revenue resulted primarily
from increased average rental rates at Hitchcock Plaza and White Horse Plaza.
Rental revenue was also impacted by the collection of unpaid rent at Hitchcock
Plaza that previously had been written off as bad debt. The rent collected
relates to litigation involving a former tenant who stopped honoring its
contractual lease obligations. This litigation was settled in the Partnership's
favor during 1997. The decrease in property taxes is primarily attributable to
a decrease in Hitchcock Plaza's property assessment in 1997. In addition, the
new outparcel tenant at Hitchcock is now responsible for that parcel's tax
liability. This parcel was vacant throughout 1996, and thus, the Partnership
was responsible for the 1996 property tax expense. The reduction in interest
expense was due to increased principal payments. Partially offsetting the
increases in revenues and the decrease in property taxes and interest expense
was an increase in operating expenses. Included in operating expenses for the
year ended December 31, 1997 were major repairs and maintenance of $16,000,
comprised of exterior painting at White Horse and Georgetown. No other
expenditures for major repairs and maintenance were made during the years ended
December 31, 1997 or 1996.
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. Hitchcock Plaza has a tenant which occupied 20,000 square feet at
December 31, 1997, or approximately 9% of the property's total square feet.
The tenant's lease expired January 31, 1998 and was not renewed. The Managing
General Partner is currently trying to locate a new tenant to occupy this
space.
Liquidity and Capital Resources
The Partnership held cash and cash equivalents of $333,000 at December 31,
1997, compared to cash and cash equivalents of $332,000 at December 31, 1996.
The net increases in cash and cash equivalents for the years ended December 31,
1997 and 1996, are $1,000 and $16,000, respectively. Net cash provided by
operating activities increased due to the decreased net loss discussed above,
partially offset by an increase in receivables and deposits. Net cash used in
investing activities decreased primarily due to no property improvements and
replacements being performed in 1997. Net cash used in financing activities
increased due to increased principal payments on mortgage notes payable during
1997.
The cross-collateralized and cross-defaulted loans on Hitchcock Plaza, White
Horse Plaza, and Georgetown Landing mature on October 10, 1998. At the present
time the Managing General Partner is considering a potential sale of the
Partnership's properties in 1998. If the properties are not sold, the Managing
General Partner expects to extend the maturity date of the mortgage notes under
a provision which provides a guaranteed two-year renewal option with the
lender.
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 $18,250,000 matures October 10, 1998, as discussed
above. 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 1997 or 1996 and no cash
distributions are anticipated for fiscal year 1998.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are
not completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance, or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this annual report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
ITEM 7. FINANCIAL STATEMENTS
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors
Balance Sheet - December 31, 1997
Statements of Operations - Years ended December 31, 1997 and 1996
Statements of Changes in Partners' Capital (Deficit) - Years ended
December 31, 1997 and 1996
Statements of Cash Flows - Years ended December 31, 1997 and 1996
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, 1997, 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, 1997. 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 at December 31, 1997, and the results of its operations and
its cash flows for each of the two years in the period ended December 31, 1997,
in conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
February 6, 1998, except for
Note I, as to which the date is March 17, 1998
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
BALANCE SHEET
December 31, 1997
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 333
Receivables and deposits 373
Restricted escrows 6
Other assets 117
Investment properties
Land $ 4,123
Buildings and related personal property 20,921
25,044
Less accumulated depreciation (6,366) 18,678
$19,507
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 2
Tenant security deposits payable 17
Accrued property taxes 207
Other liabilities 122
Mortgage notes payable 18,250
Partners' Capital (Deficit)
General partner's $ (28)
Class A limited partners' - (552,000 units) 674
Class B limited partners' - (61,333 units) 263 909
$19,507
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,
1997 1996
Revenues:
Rental income $2,832 $2,735
Other income 28 14
Total revenues 2,860 2,749
Expenses:
Operating 317 307
General and administrative 91 83
Depreciation 670 669
Interest 1,684 1,726
Property taxes 199 219
Total expenses 2,961 3,004
Net loss $ (101) $ (255)
Net loss allocated to general partner (1%) $ (1) $ (3)
Net loss allocated to Class A limited partners (89.1%) (90) (227)
Net loss allocated to Class B limited partners (9.9%) (10) (25)
$ (101) $ (255)
Net loss per Class A limited partnership unit $ (.16) $ (.41)
See Accompanying Notes to Financial Statements
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands)
General Limited Parnters
Partner Class A Class B Total
Original capital contributions $ 1 $5,520 $613 $6,134
Partners' (deficit) capital
at December 31, 1995 $ (24) $ 991 $298 $1,265
Net loss for the year ended
December 31, 1996 (3) (227) (25) (255)
Partners' (deficit) capital
at December 31, 1996 (27) 764 273 1,010
Net loss for the year ended
December 31, 1997 (1) (90) (10) (101)
Partners' (deficit) capital
at December 31, 1997 $ (28) $ 674 $263 $ 909
See Accompanying Notes to Financial Statements
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1997 1996
Cash flows from operating activities:
Net loss $ (101) $ (255)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 670 669
Amortization of loan costs and leasing
commissions 43 40
Change in accounts:
Receivables and deposits (154) (15)
Other assets (19) (41)
Accounts payable (39) 30
Tenant security deposits payable 5 2
Accrued property taxes 107 33
Other liabilities (11) 29
Net cash provided by operating activities 501 492
Cash flows from investing activities:
Property improvements and replacements -- (15)
Net deposits to restricted escrows (1) (5)
Net cash used in investing activities (1) (20)
Cash used in financing activities:
Payments on mortgage notes payable (499) (456)
Net increase in cash and cash equivalents 1 16
Cash and cash equivalents at beginning of year 332 316
Cash and cash equivalents at end of year $ 333 $ 332
Supplemental disclosure of cash flow information:
Cash paid for interest $1,667 $1,710
See Accompanying Notes to Financial Statements
BRUNNER COMPANIES INCOME PROPERTIES L.P. I
Notes to Financial Statements
December 31, 1997
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION: Brunner Companies Income Properties L.P. I (the "Partnership"), a
Delaware limited partnership, was formed on February 29, 1988, for the purpose
of acquiring and operating the following retail centers: Hitchcock Plaza, in
Aiken, South Carolina; White Horse Plaza, in Greenville, South Carolina; and
Georgetown Landing, in Georgetown, South Carolina (collectively referred to as
the "Retail Centers"). The seller of these Retail Centers was related to the
then general partner 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: Investment properties are stated at cost less reduction
for permanent impairments. Acquisition fees are capitalized as a cost of real
estate. The Partnership records impairment losses of long-lived assets used in
operations when events and circumstances indicate that the assets might be
impaired and the undiscounted cash flows estimated to be generated by those
assets are less than the carrying amounts of those assets.
DEPRECIATION: 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 during their terms,
rents are recognized on a straight-line basis over the terms of the leases. For
all other leases, rents are recognized over the terms of the leases as earned.
ADVERTISING: The Partnership expenses the costs of advertising as incurred.
LEASE COMMISSIONS: Lease commissions are capitalized and are amortized by the
straight-line method over the term of the applicable lease. Lease commissions
of approximately $51,000, net of accumulated amortization of approximately
$87,000, are included in other assets.
LOAN COSTS: Loan extension costs of approximately $14,000, net of accumulated
amortization of approximately $45,000, are included in other assets at December
31, 1997. Loan costs are amortized on a straight-line basis as interest expense
over the term of the extension.
CASH AND CASH EQUIVALENTS: The Partnership considers all highly liquid
investments with a maturity, when purchased, of three months or less to be cash
equivalents. At certain times, the amount of cash deposited at a bank may
exceed the limit on insured deposits.
TENANT SECURITY DEPOSITS: The Partnership requires security deposits from
lessees for the duration of the lease. These deposits are included in
receivables and deposits. The security deposits are refunded when the tenant
vacates, provided the tenant has not damaged its space and is current on its
rental payments.
INCOME TAXES: No provision has been made in the financial statements for
Federal income taxes because under the current law, no Federal income taxes are
paid directly by the Partnership. The Partners are responsible for their
respective share of Partnership net income or loss.
FAIR VALUE: The Partnership believes that the carrying amount of its financial
instruments (except for long term debt) approximates their fair value due to the
short term maturity of these instruments. The fair value of the Partnership's
long term debt, after discounting the scheduled loan payments based on estimated
borrowing rates currently available to the Partnership, approximates its
carrying balance.
RECLASSIFICATIONS: Certain reclassifications have been made to the 1996
information to conform to the 1997 presentation.
NOTE B - PARTNERSHIP ALLOCATIONS OF INCOME, LOSS, 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, 1997, the Partnership had undeclared amounts of approximately
$3,533,000 or $6.40 per Class A unit and approximately $581,000 or $9.47 per
Class B unit of the cumulative annual 10% cash returns.
NOTE C - MORTGAGE NOTES PAYABLE (IN THOUSANDS)
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1997 Interest Rate Date (1) Maturity(2)
Hitchcock Plaza
1st mortgage $10,287 $102 9% 10/98 $10,059
White Horse Plaza
1st mortgage 6,517 65 9% 10/98 6,372
Georgetown Landing
1st mortgage 1,446 14 9% 10/98 1,414
Total $18,250 $181 $17,845
(1) The maturity dates of the mortgage notes are currently October 10, 1998,
how- ever, the notes provide the Partnership with a guaranteed two year
renewal option. At the present time, the Managing General Partner is
considering a potential sale of the Partnership's properties in 1998. If
the properties are not sold, the Managing General Partner anticipates a two
year extension of the mortgage notes based on the renewal option.
(2) Mortgages require a balloon payment at maturity for the remaining
principal balance. These notes are all cross-collateralized and cross-
defaulted.
The mortgage notes payable are nonrecourse and are secured by the properties and
by a pledge of revenues from the respective properties.
Scheduled principal payments of mortgage notes payable subsequent to December
31, 1997, are as follows (in thousands):
1998 $18,250
Total $18,250
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 and operating expenses.
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, 1997, are as follows (in thousands):
Years Ending December 31,
1998 $ 2,286
1999 1,927
2000 1,740
2001 1,657
2002 1,502
Thereafter 7,823
$16,935
Four anchor tenants represent $13,056,000 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):
1997 1996
Amount Percent Amount Percent
K-Mart Corporation $ 360 12.7% $ 360 13.2%
Kroger Co. 343 12.1% 343 12.5%
Wal-Mart Stores, Inc. 298 10.5% 298 10.9%
NOTE F - 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.
The following is a reconciliation of reported net loss and Federal taxable loss
(in thousands):
1997 1996
Net loss as reported $ (101) $ (255)
Add (deduct):
Depreciation differences 38 37
Prepaid insurance (1) (8)
Unearned income 8 4
Miscellaneous (16) 29
Federal taxable loss $ (72) $ (193)
Federal taxable loss per Class A
limited partnership unit $ (.12) $ (.31)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities:
Net assets as reported $ 909
Land and Buildings 21
Accumulated depreciation 408
Syndication costs 667
Other 4
Net assets - Federal tax basis $2,009
NOTE G - 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. The following payments were made to affiliates of the Managing
General Partner during each of the years ended December 31, 1997 and 1996 (in
thousands):
1997 1996
Property management fees (included in
operating expenses) $84 $83
Reimbursement for services of affiliates
(included in general and administrative
expense) 42 33
Additionally, the Partnership paid approximately $26,000 and $27,000 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, 1997 and 1996, respectively. These lease commissions are included
in other assets and are amortized over the terms of the respective leases.
For the period of January 1, 1996, to August 31, 1997, the Partnership insured
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 master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who received 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 H - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
(in thousands)
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Hitchcock Plaza $10,287 $1,797 $12,623 $ 24
(323)
White Horse Plaza 6,517 1,975 6,914 39
(163)
Georgetown Landing 1,446 428 1,711 19
Totals $18,250 $4,200 $21,248 $ (404)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1997
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 $3,761 07/12/88 5-31.5
White Horse Plaza 1,939 6,826 8,765 2,084 07/12/88 5-31.5
Georgetown Landing 428 1,730 2,158 521 07/12/88 31.5
Totals $4,123 $20,921 $25,044 $6,366
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation":
Years Ended December 31,
1997 1996
Investment Properties
Balance at beginning of year $25,044 $25,029
Property improvements -- 15
Balance at end of year $25,044 $25,044
Accumulated Depreciation
Balance at beginning of year $ 5,696 $ 5,027
Additions charged to expense 670 669
Balance at end of year $ 6,366 $ 5,696
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996, is $25,065,000. The accumulated depreciation taken
for Federal income tax purposes at December 31, 1997 and 1996, is $5,958,000 and
$5,326,000, respectively.
NOTE I - SUBSEQUENT EVENT
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no disagreements with Ernst & Young LLP regarding the 1997 or 1996
audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
The Partnership has no officers or directors. The Managing General Partner
manages and controls the Partnership 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, 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 57 President and Director
William H. Jarrard, Jr. 51 Vice President
Robert D. Long, Jr. 30 Vice President and chief
Accounting Officer
Daniel M. LeBey 32 Secretary
Kelley M. Buechler 40 Assistant Secretary
Carroll D. Vinson has been President and Director of the Managing General
Partner and President of Metropolitan Asset Enhancement L.P. ("MAE"), and
subsidiaries since August of 1994. MAE is an affiliate of Insignia Financial
Group, Inc. ("Insignia"). He has acted as Chief Operating Officer of Insignia
Properties Trust ("IPT"), an affiliate of the Managing General Partner, since
May 1997. 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 which included portfolio acquisitions, asset dispositions,
debt restructuring and financial reporting. 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 President and Director of the Managing General
Partner since March 1993. He has acted as Senior Vice President of IPT since
May 1997. Mr. Jarrard previously acted as Managing Director - Partnership
Administration of Insignia from January 1991 through September 1997 and served
as Managing Director - Partnership Administration and Asset Management of
Insignia from July 1994 until January 1996.
Robert D. Long, Jr. has been Vice President and Chief Accounting Officer of the
Managing General Partner since August 1994. Mr. Long joined MAE in September
1993. Since 1994 he has acted as Vice President and Chief Accounting Officer of
the MAE subsidiaries. Mr. Long was an accountant for Insignia until joining MAE
in 1993. Prior to joining Insignia, Mr. Long was an auditor for the State of
Tennessee and was associated with the accounting firm of Harsman Lewis and
Associates.
Daniel M. LeBey has been Secretary of the Managing General Partner since January
29, 1998 and Insignia's Assistant Secretary since April 30, 1997. Since July
1996 he has also served as Insignia's Associate General Counsel. From September
1992 until June 1996, Mr. LeBey was an attorney with the law firm of Alston &
Bird LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
since December 1992 and Assistant Secretary of Insignia since 1991.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation was paid by the Partnership to any director or
officer of the Managing General Partner for the year ended December 31, 1997.
The Partnership has no plans to pay any such remuneration to any director or
officer of the Managing General Partner in the future. However, reimbursements
and other payments have been made to the Partnership's General Partner and its
affiliates, as described in "Item 12" below.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of January 1, 1998, there were 552,000 Limited Partnership Units ("Units")
and 61,333 Units of Class B Limited Partnership Interest ("Subordinated
Interest") issued and outstanding. The following table sets forth certain
information, as of January 1, 1998 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.
Units of Subordinated
Units (1) Interest (1)
Amount Percent Amount Percent
The Ohio Company 30,375(2) 5.5% -- --
155 East Broad Street
Columbus, Ohio 43215
Insignia Brunner L.P. -- -- 61,333 100%
One Insignia Financial Plaza
Greenville, SC 29602
All directors and officers of
the Managing General Partner -- -- -- --
(5 persons) as a group
(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 is 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 33 separate
custodial agreements. No single such custodial account holds more than 5% of
the outstanding Units.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
The following payments were made to affiliates of the Managing General Partner
during each of the years ended December 31, 1997 and 1996 (in thousands):
1997 1996
Property management fees $84 $83
Reimbursement for services of affiliates 42 33
Additionally, the Partnership paid approximately $26,000 and $27,000 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, 1997 and 1996, respectively. These lease commissions are included
in other assets and are amortized over the term of the respective leases.
For the period of January 1, 1996, to August 31, 1997, the Partnership insured
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 master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who received 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.
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.
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 1997: 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
Its General Partner
By: 104 Management, Inc.
Its Managing General Partner
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President and Director
Date: March 24, 1998
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 and Director March 24, 1998
Carroll D. Vinson
/s/ Robert D. Long, Jr. Vice President and Chief March 24, 1998
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.
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 1997 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-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 333
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 25,044
<DEPRECIATION> 6,366
<TOTAL-ASSETS> 19,507
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 18,250
0
0
<COMMON> 0
<OTHER-SE> 909
<TOTAL-LIABILITY-AND-EQUITY> 19,507
<SALES> 0
<TOTAL-REVENUES> 2,860
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,961
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,684
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (101)
<EPS-PRIMARY> (.16)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
