<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number 0-21536
Brauvin Corporate Lease Program IV L. P.
(Exact name of registrant as specified in its charter)
Delaware 36 -3800611
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 South Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
(312) 443-0922
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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 .
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BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
INDEX
Page
PART I Financial Information
Item 1. Consolidated Financial Statements. . . . . . . . . . . 3
Consolidated Balance Sheets at September 30, 1996
and December 31, 1995. . . . . . . . . . . . . . . . . 4
Consolidated Statements of Operations for the
nine months ended September 30, 1996 and 1995. . . . . 5
Consolidated Statements of Operations for the
three months ended September 30, 1996 and 1995 . . . . 6
Consolidated Statements of Partners' Capital for
the periods January 1, 1995 to September 30, 1996. . . 7
Consolidated Statements of Cash Flows for the
nine months ended September 30, 1996 and 1995. . . . . 8
Notes to Consolidated Financial Statements . . . . . . 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . 18
PART II Other Information
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . 24
Item 2. Changes in Securities. . . . . . . . . . . . . . . . . 28
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . 28
Item 4. Submissions of Matters to a Vote of Security Holders . 28
Item 5. Other Information. . . . . . . . . . . . . . . . . . . 28
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . 28
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . 29
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
Except for the December 31, 1995 Consolidated Balance Sheet,
the following Consolidated Balance Sheet as of September 30, 1996,
Consolidated Statements of Operations for the nine months ended
September 30, 1996 and 1995, Consolidated Statements of Operations
for the three months ended September 30, 1996 and 1995,
Consolidated Statements of Partners' Capital for the periods
January 1, 1995 to September 30, 1996 and Consolidated Statements
of Cash Flows for the nine months ended September 30, 1996 and 1995
for Brauvin Corporate Lease Program IV L.P. (the "Partnership") are
unaudited and have not been examined by independent public
accountants but reflect, in the opinion of the management, all
adjustments necessary to present fairly the information required.
All such adjustments are of a normal recurring nature.
These consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the Partnership's 1995 Annual Report on Form
10-K.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1996 1995
ASSETS
Investment in real estate, at cost:
Land $ 4,315,540 $ 4,315,540
Buildings and improvements 9,993,090 9,993,090
14,308,630 14,308,630
Less: accumulated depreciation (836,581) (638,479)
Net investment in real estate 13,472,049 13,670,151
Cash and cash equivalents 848,761 711,167
Tenant receivables 325 --
Deferred rent receivable 331,839 241,119
Due from affiliates -- 7,627
Prepaid offering costs 175,163 175,983
Organization costs (net of
accumulated amortization of
$26,500 and $22,000, respectively) 3,500 8,000
Other assets 39,304 36,901
Total Assets $14,870,941 $14,850,948
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Accounts payable and accrued
expenses $ 132,150 $ 33,660
Rent received in advance 27,050 67,205
Total Liabilities 159,200 100,865
MINORITY INTERESTS IN BRAUVIN
GWINNETT COUNTY VENTURE 704,708 711,056
PARTNERS' CAPITAL:
General Partners 10,794 10,794
Limited Partners 13,996,239 14,028,233
Total Partners' Capital 14,007,033 14,039,027
Total Liabilities and
Partners' Capital $14,870,941 $14,850,948
See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30,
1996 1995
INCOME:
Rental $1,146,715 $1,227,483
Interest 24,625 19,873
Other 7,121 38,623
Total income 1,178,461 1,285,979
EXPENSES:
General and administrative 137,217 161,655
Transaction costs 153,043 --
Property valuation fees 28,203 --
Management fees (Note 3) 10,494 12,489
Amortization of organization costs 4,500 4,500
Depreciation 198,102 198,102
Total expenses 531,559 376,746
Income before minority interests
in joint venture 646,902 909,233
Minority interests' share in Brauvin
Gwinnett County Venture's net income (47,292) (44,374)
Net income $ 599,610 $ 864,859
Net income allocated to the
Limited Partners $ 599,610 $ 864,859
Net income per Unit outstanding (a) $ 0.37 $ 0.53
(a)Net income per Unit was based on the average Units outstanding during
the period since they were of varying dollar amounts and percentages based
upon the dates Limited Partners were admitted to the Partnership and
additional Units were purchased through the distribution reinvestment plan
(the "Plan").
See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended September 30,
1996 1995
INCOME:
Rental $385,328 $416,802
Interest 8,790 7,285
Other 5,408 31,435
Total income 399,526 455,522
EXPENSES:
General and administrative 48,785 94,375
Transaction costs 142,845 --
Property valuation fees 1,203 --
Management fees (Note 3) 3,396 4,126
Amortization of organization costs 1,500 1,500
Depreciation 66,034 66,034
Total expenses 263,763 166,035
Income before minority interests
in joint venture 135,763 289,487
Minority interests' share in Brauvin
Gwinnett County Venture's net income (16,418) (14,313)
Net income $119,345 $275,174
Net income allocated to the
Limited Partners $119,345 $275,174
Net income per Unit outstanding (a) $ 0.07 $ 0.17
(a)Net income per Unit was based on the average Units outstanding during the
period since they were of varying dollar amounts and percentages based upon
the dates Limited Partners were admitted to the Partnership and additional
Units were purchased through the Plan.
See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
For the periods from January 1, 1995 through September 30, 1996
General Limited
Partners Partners* Total
Balance, January 1, 1995 $10,794 $14,003,907 $14,014,701
Contributions, net -- 136,937 136,937
Selling commissions and other
offering costs (Note 1) -- (19,395) (19,395)
Net income -- 1,203,510 1,203,510
Cash distributions -- (1,296,726) (1,296,726)
Balance, December 31, 1995 10,794 14,028,233 14,039,027
Contributions, net -- 5,982 5,982
Selling commissions and other
offering costs (Note 1) -- (4,917) (4,917)
Net income -- 599,610 599,610
Cash distributions -- (632,669) (632,669)
Balance, September 30, 1996 $10,794 $13,996,239 $14,007,033
*Total Units sold, including those raised through the Plan, at September 30,
1996 and December 31, 1995 were 1,632,510 and 1,631,872, respectively. Cash
distributions to Limited Partners per Unit were $0.39 and $0.80 for the nine
months ended September 30, 1996 and the year ended December 31, 1995,
respectively. Cash distributions to Limited Partners per Unit are based on
the average Units outstanding during the period since they were of varying
dollar amounts and percentages based upon the dates Limited Partners were
admitted to the Partnership and additional Units were purchased through the
Plan.
See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30,
1996 1995
Cash flows from operating activities:
Net income $ 599,610 $ 864,859
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 202,602 202,602
Minority interests in Brauvin Gwinnett
County Venture's net income 47,292 44,374
(Increase) decrease in tenant receivable (325) 18,234
Increase in deferred rent receivable (90,720) (84,445)
Decrease in due from affiliates 7,627 14,130
(Increase) decrease in other assets (2,403) 550
Increase (decrease) in accounts payable
and accrued expenses 98,490 (11,766)
Decrease in rent received in advance (40,155) (50,006)
Increase in due to affiliates -- 470
Net cash provided by operating activities 822,018 999,002
Cash flows from financing activities:
Sale of Units, net of liquidations, selling
commissions and other offering costs 1,885 83,478
Cash distributions to Limited Partners (632,669) (972,847)
Cash distribution to minority interests
in Brauvin Gwinnett County Venture (53,640) (58,110)
Net cash used in financing activities (684,424) (947,479)
Net increase in cash and
cash equivalents 137,594 51,523
Cash and cash equivalents at beginning
of period 711,167 569,244
Cash and cash equivalents at end of period $848,761 $ 620,767
See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Brauvin Corporate Lease Program IV L.P. (the "Partnership") is
a Delaware limited partnership formed on August 7, 1991 for the
purpose of acquiring debt-free ownership of existing,
income-producing retail and other commercial properties predominantly
all of which will be subject to "triple-net" leases. It is
anticipated that these properties will be leased primarily to
corporate lessees of national and regional retail businesses, service
providers and other users consistent with "triple-net" lease
properties. The leases will provide for a base minimum annual rent
and increases in rent such as through participation in gross sales
above a stated level, fixed increases on specific dates or indexation
of rent to indices such as the Consumer Price Index. The General
Partners of the Partnership are Brauvin Realty Advisors IV, Inc. and
Jerome J. Brault. Brauvin Realty Advisors IV, Inc. is owned by Mr.
Brault (beneficially) and Mr. Cezar M. Froelich. Mr. Froelich
resigned as an individual General Partner effective as of September
17, 1996. Brauvin Securities, Inc., an affiliate of the General
Partners, is the selling agent of the Partnership.
The Partnership filed a Registration Statement on Form S-11 with
the Securities and Exchange Commission which was declared effective
on December 12, 1991. Per the terms of the Restated Limited
Partnership Agreement of the Partnership (the "Agreement"), the
minimum of $1,200,000 of limited partnership interests of the
Partnership (the "Units") necessary for the Partnership to commence
operations was achieved on April 27, 1992. The Partnership's
offering was anticipated to close on December 11, 1992 but the
Partnership obtained an extension until December 11, 1993. A total
of 1,600,831 Units were sold to the public through the offering at
$10 per Unit ($16,008,310). Through September 30, 1996 and
December 31, 1995 the Partnership has sold $16,443,810 and
$16,402,428 of Units, respectively. These totals include $435,100
and $394,118 of Units, respectively, raised by Limited Partners who
utilized their distributions of Operating Cash Flow to purchase
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BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
additional Units through the Partnership's distribution reinvestment
plan (the "Plan"). Units valued at $118,706 and $83,706 have been
purchased by the Partnership from Limited Partners liquidating their
investment in the Partnership and have been retired as of September
30, 1996 and December 31, 1995, respectively. As of September 30,
1996, the Plan participants own Units which approximate 3% of the
total Units sold.
The Partnership has acquired the land and buildings underlying
a Steak n Shake restaurant, a Children's World Learning Center, two
Chuck E. Cheese's restaurants, a Mrs. Winner's Chicken and Biscuit
restaurant, a House of Fabrics store, a Volume ShoeSource store, an
East Side Mario's Restaurant, a Blockbuster Video Store, and a Walden
Books Store. In addition, the Partnership has acquired a 70.2%
equity interest in a joint venture with two entities affiliated with
the Partnership. This venture owns the land and building underlying
a CompUSA store.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Management's Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from these estimates.
Accounting Method
The accompanying financial statements have been prepared using
the accrual method of accounting.
Rental Income
Rental income is recognized on a straight-line basis over the
life of the related leases. Differences between rental income earned
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BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
and amounts due per the respective lease agreements are credited or
charged, as applicable, to deferred rent receivable.
Federal Income Taxes
Under the provisions of the Internal Revenue Code, the
Partnership's income and losses are reportable by the partners on
their respective income tax returns. Accordingly, no provision is
made for Federal income taxes in the consolidated financial
statements. However, in certain instances, the Partnership has been
required under applicable state law to remit directly to the tax
authorities amounts representing withholding from distributions paid
to partners.
Consolidation of Joint Venture
The Partnership owns a 70.2% equity interest in a joint venture,
which owns the land and the buildings underlying one CompUSA store.
The accompanying financial statements have consolidated 100% of the
assets, liabilities, operations and partners' capital of Brauvin
Gwinnett County Venture. All significant intercompany accounts have
been eliminated.
Investment in Real Estate
The operating properties acquired by the Partnership are stated
at cost including acquisition costs. Depreciation expense is computed
on a straight-line basis over approximately 39 years.
In 1995, the Partnership adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets" (SFAS 121). In conjunction with the adoption of SFAS
121, the Partnership performed an analysis of its long-lived assets,
and the Partnership's management determined that there were no events
or changes in circumstances that indicated that the carrying amount
of the assets may not be recoverable. Accordingly, no impairment
loss has been recorded in the accompanying financial statements.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Organization and Offering Costs
Organization costs represent costs incurred in connection with
the organization and formation of the Partnership. Organization
costs are amortized over a period of five years using the straight-
line method. Offering costs represent costs incurred in selling
Units, such as the printing of the Prospectus and marketing materials
have been recorded as a reduction of Limited Partners' capital.
Prepaid offering costs represent amounts in excess of the
defined percentages of the gross proceeds. Subsequently, gross
proceeds are expected to increase due to the purchase of additional
Units through the Plan and the prepaid offering costs will be
transferred to offering costs and treated as a reduction in Partners'
Capital.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid debt
instruments with an original maturity within three months from date
of purchase.
Estimated Fair Value of Financial Instruments
Disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of Statement of Financial
Accounting Standards No. 107, "Disclosures About Fair Value of
Financial Instruments." The estimated fair value amounts have been
determined by using available market information and appropriate
valuation methodologies. However, considerable judgement is
necessarily required in interpreting market data to develop estimates
of fair value.
The fair value estimates presented herein are based on
information available to management as of September 30, 1996 and
December 31, 1995, but may not necessarily be indicative of the
amounts that the Partnership could realize in a current market
exchange. The use of different assumptions and/or estimation
methodologies may have a material effect on the estimated fair value
amounts. Although management is not aware of any factors that would
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BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
significantly affect the estimated fair value amounts, such amounts
have not been comprehensively revalued for purposes of these
financial statements since that date, and current estimates of fair
value may differ significantly from amounts presented herein.
The carrying amounts of the following items are a reasonable
estimate of fair value: cash and cash equivalents; due from
affiliates; accounts payable and accrued expenses; and rent received
in advance.
Reclassifications
Certain reclassifications have been made to the 1995 financial
statements to conform to classifications adopted in 1996.
(2) PARTNERSHIP AGREEMENT
Distributions
All Operating Cash Flow, as defined in the Partnership Agreement
(the "Agreement"), during the period commencing with the date the
Partnership accepts subscriptions for Units totaling $1,200,000 and
terminating on the Termination Date, as defined in the Prospectus,
shall be distributed to the Limited Partners on a quarterly basis.
Distributions of Operating Cash Flow, if available, shall be made
within 45 days following the end of each calendar quarter or are paid
monthly within 15 days of the end of the month, depending upon the
Limited Partner's preference, commencing with the first quarter
following the Termination Date. Operating Cash Flow during such
period shall be distributed as follows: (a) first, to the Limited
Partners until the Limited Partners receive an amount equal to a 9%
non-cumulative, non-compounded annual return on Adjusted Investment,
as defined in the Agreement, commencing on the last day of the
calendar quarter in which the Unit was purchased (the "Current
Preferred Return"); and (b) thereafter, any remaining amounts will be
distributed 98% to the Limited Partners (on a pro rata basis) and 2%
to the General Partners.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The net proceeds of a sale or refinancing of a Partnership
property shall be distributed as follows:
first, pro rata to the Limited Partners until each Limited
Partner has received an amount equal to a 10% cumulative,
non-compounded, annual return of Adjusted Investment (the
"Cumulative Preferred Return");
second, to the Limited Partners until each Limited Partner has
received an amount equal to the amount of his Adjusted
Investment, apportioned pro rata based on the amount of the
Adjusted Investment; and
thereafter, 95% to the Limited Partners (apportioned pro rata
based on Units) and 5% to the General Partners.
Profits and Losses
Net profits and losses from operations of the Partnership
[computed without regard to any allowance for depreciation or cost
recovery deductions under the Internal Revenue Code of 1986, as
amended (the "Code")] for each taxable year of the Partnership shall
be allocated to each Partner in the same ratio as the cash
distributions received by such Partner attributable to that period
bears to the total cash distributed by the Partnership. In the event
that there are no cash distributions, net profits and losses from
operations of the Partnership (computed without regard to any
allowance for depreciation or cost recovery deductions under the
Code) shall be allocated 99% to the Limited Partners and 1% to the
General Partners. Notwithstanding the foregoing, all depreciation
and cost recovery deductions allowed under the Code shall be
allocated 2% to the General Partners and 98% to the Class A
Investors, as defined in the Agreement.
The net profit of the Partnership from any sale or other
disposition of a Partnership property shall be allocated (with
ordinary income being allocated first) as follows: (a) first, an
amount equal to the aggregate deficit balances of the Partners'
Capital Accounts, as such term is defined in the Agreement, shall be
allocated to each Partner who or which has a deficit Capital Account
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
balance in the same ratio as the deficit balance of such Partner's
Capital Account bears to the aggregate of the deficit balances of all
Partners' Capital Accounts; (b) second, to the Limited Partners
until the Capital Account balances of the Limited Partners are equal
to any unpaid Cumulative Preferred Return as of such date; (c)
third, to the Limited Partners until the Capital Account balances of
the Limited Partners are equal to the sum of the amount of their
Adjusted Investment plus any unpaid Cumulative Preferred Return; (d)
fourth, to the General Partners until their Capital Account balances
are equal to any previously subordinated fees; and (e) thereafter,
95% to the Limited Partners and 5% to the General Partners. The net
loss of the Partnership from any sale or other disposition of a
Partnership property shall be allocated as follows: (a) first, an
amount equal to the aggregate positive balances in the Partners'
Capital Accounts, to each Partner in the same ratio as the positive
balance in such Partner's Capital Account bears to the aggregate of
all Partners' positive Capital Accounts balances; and (b) thereafter,
95% to the Limited Partners and 5% to the General Partners.
(3) TRANSACTIONS WITH RELATED PARTIES
The Partnership pays an affiliate of the General Partners an
acquisition fee in the amount of up to 5% of the gross proceeds of
the Partnership's offering for the services rendered in connection
with the process pertaining to the acquisition of a property.
Acquisition fees related to the properties not ultimately purchased
by the Partnership are expensed as incurred.
The Partnership paid an affiliated entity a non-accountable
selling expense allowance in an amount equal to 2% of the gross
proceeds of the Partnership's offering, a portion of which may be
reallowed to participating dealers.
In the event that the Partnership does not use more than 2% of
the gross proceeds of the offering for the payment of legal,
accounting, escrow, filing and other fees incurred in connection with
the organization or formation of the Partnership, the Partnership may
pay the General Partners any unused portion of the 2% of the gross
proceeds of the offering allowed for organization and offering
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
expenses, not to exceed 1/2% of the gross proceeds of the offering.
The General Partners will use such funds to pay certain expenses of
the offering incurred by them not covered by the definition of
organization and offering expenses.
An affiliate of the General Partners provides leasing and
re-leasing services to the Partnership in connection with the
management of Partnership properties. The property management fee
payable to an affiliate of the General Partners is 1% of the gross
revenues of each Partnership property.
An affiliate of the General Partners or the General Partners
will receive a real estate brokerage commission in connection with
the disposition of Partnership properties. Such commission will be
in an amount equal to the lesser of: (i) 3% of the sale price of the
property; or (ii) 50% of the real estate commission customarily
charged for similar services in the locale of the property being
sold; provided, however, that receipt by the General Partners or one
of their affiliates of such commission is subordinated to receipt by
the Limited Partners of their Current Preferred Return.
An affiliate of one of the shareholders of the Corporate General
Partner provided securities and real estate counsel to the
Partnership.
Fees, commissions and other expenses paid or payable to the
General Partners or its affiliates for the nine months ended
September 30, 1996 and 1995 were as follows:
1996 1995
Selling commissions $ 4,098 $13,224
Management fees 10,494 12,489
Reimbursable operating expense 70,852 52,200
Legal fees 4,900 4,844
Acquisition fees 1,821 --
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(4) SUBSEQUENT EVENTS
Investment in Joint Ventures
On October 31, 1996, the Partnership purchased a 24% interest in
a joint venture with affiliated real estate limited partnerships (the
"Bay County Venture"). The Bay County Venture acquired the land and
building underlying a 6,466 square foot Blockbuster Video Store
located in Callaway, FL from an unaffiliated seller for approximately
$1,015,000 plus closing costs and related fees.
Vote of Limited Partners
The Special Meeting of Limited Partners of the Partnership was
held on Friday, November 8, 1996 at 10:30 a.m. At this Special
Meeting, the Limited Partners holding a majority of the units of
limited partnership interest in the Partnership approved the sale of
substantially all of the assets of the Partnership to Brauvin Real
Estate Funds L.L.C., a Delaware limited liability company (the
"Purchaser")and the liquidation and dissolution of the Partnership.
At the Special Meeting, Limited Partners approved the adoption of
an amendment to the Partnership's Restated Limited Partnership
Agreement, as amended, to allow the Partnership to sell or lease
property to affiliates.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Liquidity and Capital Resources
The Partnership commenced an offering to the public on
December 12, 1991 of 3,300,000 Units, 300,000 of which are
available only through the Partnership's distribution reinvestment
plan (the "Plan"). The offering was anticipated to close on
December 11, 1992, but was extended until December 11, 1993 with
the appropriate governmental approvals. None of the Units were
subscribed and issued between December 12, 1991 and December 31,
1991, pursuant to the Partnership's public offering. The offering
was conditioned upon the sale of $1,200,000, which was achieved on
April 27, 1992. The Partnership raised a total of $16,008,710
through the initial offering and an additional $435,100 through the
distribution reinvestment plan through September 30, 1996. As of
September 30, 1996 Units valued at $118,706 have been purchased by
the Partnership from Limited Partners liquidating their original
investment and such Units have been retired.
The Partnership has acquired the land and buildings underlying
a Steak n Shake restaurant, a Children's World Learning Center,
two Chuck E. Cheese's restaurants, a Mrs. Winner's Chicken and
Biscuit restaurant, a House of Fabrics store, a Volume ShoeSource
store, an East Side Mario's Restaurant, a Blockbuster Video Store,
and a Walden Books Store. In addition, the Partnership has
acquired a 70.2% equity interest in a joint venture with two
entities affiliated with the Partnership. This venture owns the
land and building underlying a CompUSA store.
On October 31, 1996, the Partnership purchased a 24% interest
in a joint venture with affiliated real estate limited partnerships
(the "Bay County Venture"). The Bay County Venture acquired the
land and building underlying a 6,466 square foot Blockbuster Video
Store located in Callaway, FL from an unaffiliated seller for
approximately $1,015,000 plus closing costs and related fees.
The Partnership is fully invested in properties with the
exception of funds raised through the Plan. These operating
properties are expected to generate cash flow for the Partnership
after deducting certain operating and general and administrative
expenses from their rental income.
In October 1994 House of Fabrics filed for protection under
Chapter 11 of the United States Bankruptcy Code. At the time of
the filing the tenant was over one month in arrears. From October
1994 until January 1996, House of Fabrics occupied the Joliet
property and paid all rents and occupancy expenses on a timely
basis.
In August 1995, House of Fabrics notified the Partnership
that, under the provisions of the bankruptcy code, they had
rejected the lease and indicated that they would vacate the
property at the end of January 1996. House of Fabrics vacated the
property on January 31, 1996. The Partnership has engaged a
national brokerage firm to assist in re-leasing this property.
Below is a table summarizing the historical data for
distributions per Unit:
Distribution
Date 1996 1995 1994 1993 1992
February 15 $.2000 $.2000 $.1625 $.1500 --
May 15 .1875 .2000 .1750 .1500 $.0920
August 15 -- .2000 .2000 .1250 .1750
November 15 .2000 .2500 .1375 .1500
Future increases in the Partnership's distributions will depend
on increased sales at the Partnership's properties, resulting in
additional percentage rent. Rental increases, to a lesser extent,
may occur due to increases in receipts from certain leases based
upon increases in the Consumer Price Index or scheduled increases
of base rent.
The Partnership has entered into an Agreement for Purchase and
Sale of Assets dated as of June 14, 1996 (the "Sale Agreement")
with Brauvin Real Estate Funds L.L.C., a Delaware limited liability
company (the "Purchaser"). Pursuant to the terms of the Sale
Agreement, the Partnership proposes to sell substantially all of
the Partnership's properties (the "Assets"). In connection with
the Sale, Limited Partners will receive approximately $7.92 per
Unit in cash (as hereinafter defined). If certain conditions of the
Transaction are met, the Partnership will be liquidated and
dissolved (the "Liquidation") and those investors who entered into
the Partnership as Class A Investors (those not in need of passive
income) (the "Class A Limited Partners") will receive a liquidating
distribution of approximately $6.95 to $7.50 per Unit in cash based
upon the time such Class A Limited Partners invested in the
Partnership and Class B Investors (those who are tax-exempt or
seeking passive income to offset passive losses) (the "Class B
Limited Partners") will receive a liquidating distribution of
approximately $8.44 to $8.73 per Unit. The affirmative vote of the
Limited Partners holding a majority of the Units was necessary to
approve the Sale.
The Partnership drafted a proxy statement, which required prior
review and comment by the Securities and Exchange Commission (the
"Commission"), to solicit proxies for use at a special meeting of
the Limited Partners (the "Special Meeting") originally to be held
at the offices of the Partnership on September 24, 1996. As a
result of various pending legal issues, the Special Meeting was
adjourned to November 8, 1996 at 10:30 a.m. The purpose of the
Special Meeting was to vote upon the Sale and certain other matters
as described herein.
The Special Meeting of Limited Partners of the Partnership was
held on Friday, November 8, 1996 at 10:30 a.m. At this Special
Meeting, the Limited Partners holding a majority of the units of
limited partnership interest in the Partnership approved the sale
of substantially all of the assets of the Partnership to the
Purchaser and the liquidation and dissolution of the Partnership.
At the Special Meeting, Limited Partners approved the adoption of
an amendment to the Partnership's Restated Limited Partnership
Agreement, as amended, to allow the Partnership to sell or lease
property to affiliates.
The Partnership Agreement does not provide the Limited Partners
not voting in favor of the Transaction with dissenters' appraisal
rights.
The actual liquidating distribution will be based upon the cash
proceeds from the Sale, plus all remaining cash of the Partnership
(which will include earnings only through July 31, 1996), less the
Partnership's actual costs incurred and accrued through the
effective time of the Sale ("the Effective Time"), including
reasonable reserves in connection with: (i) the proxy
solicitation; (ii) the Sale (as detailed in the Acquisition
Agreement); and (iii) the winding up of the Partnership, including
preparation of the final audit, tax return and K-1s (collectively,
the "Transaction Costs") and less all other outstanding Partnership
liabilities.
Cushman & Wakefield Valuation Advisory Services ("Cushman &
Wakefield"), the largest real estate valuation and consulting
organization in the United States, was engaged by the Partnership
to prepare an appraisal of the Assets. Cushman & Wakefield was
subsequently engaged to provide an opinion as to the fairness of
the Transaction to the Limited Partners from a financial point of
view. Cushman & Wakefield determined that the fair market value of
the Assets of the Partnership is $12,489,100, which is
approximately $7.65 per Unit. In addition, Cushman & Wakefield
advises that, in its opinion, the price per Unit reflected in the
proposed Transaction is fair, from a financial point of view to the
Limited Partners. Cushman & Wakefield's determination that a price
is "fair" does not mean that the price is the highest price which
might be obtained in the marketplace, but rather that based on the
appraised values of the properties, the price reflected in the
proposed transaction is believed by Cushman & Wakefield to be
reasonable.
The General Partners are Jerome J. Brault, the managing general
partner of the Partnership (the "Managing General Partner")and
Brauvin Realty Advisors IV, Inc., the corporate general partner of
the Partnership (the "Corporate General Partner"). Mr. Cezar M.
Froelich gave notice of his intent to resign as a General Partner
of the Partnership on May 23, 1996. Pursuant to the terms of the
Partnership Agreement, Mr. Froelich's resignation became effective
on September 17, 1996. The General Partners will not receive any
fees in connection with the Transaction and will receive only a de
minimis liquidating distribution of less than $17,000 in the
aggregate in accordance with the terms of the Partnership
Agreement.
The Managing General Partner and his son, James L. Brault, an
executive officer of the Corporate General Partner, will have a
minority ownership interest in the Purchaser. Therefore, the
Braults have an indirect economic interest in consummating the
Transaction that is in conflict with the economic interests of the
Limited Partners. Mr. Froelich has no affiliation with the
Purchaser.
The Transaction is one of a series of related transactions
whereby the Purchaser seeks to acquire the Assets of the
Partnership and the assets, through merger, of Brauvin High Yield
Fund L.P., Brauvin High Yield Fund L.P. II and Brauvin Income Plus
L.P. III, Delaware limited partnerships affiliated with the
Partnership.
The General Partners have temporarily suspended all
distributions to Limited Partners and liquidations pending
consumation of the Transaction.
Results of Operation - Nine Months Ended September 30, 1996 and
1995
Results of operations for the nine months ended September 30,
1996 reflected net income of $599,610 compared to net income of
$864,859 for the nine months ended September 30, 1995, a decrease
of approximately $265,200. The decrease in net income is a result
of an increase in Transaction costs and the Partnership hiring an
independent real estate company to conduct property valuations.
Total income was $1,178,461 in 1996 as compared to $1,285,979
in 1995, a decrease of approximately $107,500. The decrease in
total income is due to 1996 rental income reflecting a month of
operations of the House of Fabrics property, while 1995 reflects a
full nine month period.
Total expenses were $531,559 in 1996 as compared to $376,746 in
1995, an increase of approximately $154,800. The increase in
expenses is primarily the result of an increase in Transaction
costs paid or accrued for legal and other professional fees related
to the Transaction. Total expenses also increased in 1996 as
compared to 1995 as a result of the Partnership hiring an
independent real estate company to conduct property valuations
pursuant to the terms of the Prospectus.
Results of Operation - Three Months Ended September 30, 1996 and
1995
Results of operations for the three months ended September 30,
1996 reflected net income of $119,345 compared to net income of
$275,174 for the three months ended September 30, 1995, a decrease
of approximately $155,800. The decrease in net income is a result
of an increase in Transaction costs and the Parntership hiring an
independent real estate company to conduct property valuations.
Total income was $399,526 in 1996 as compared to $455,522 in
1995, a decrease of approximately $56,000. The decrease in total
income is due to 1996 rental income reflecting no rental income
from the operations of the House of Fabrics property, while 1995
reflects a full three month period.
Total expenses were $263,763 in 1996 as compared to $166,035 in
1995, an increase of approximately $97,700. The increase in
expenses is primarily the result of an increase in Transaction
costs paid or accrued for legal and other professional fees related
to the Transaction. Total expenses also increased in 1996 as
compared to 1995 as a result of the Partnership hiring an
independent real estate company to conduct property valuations.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
Two legal actions, as hereinafter described, were
recently filed against certain of the General Partners of
the Partnership and affiliates of such General Partners,
as well as, in one instance, against the Partnership on
a nominal basis. Each of these actions was brought by
limited partners of the partnership. The Partnership,
and/or these certain General Partners and their
affiliates deny all allegations set forth in the
complaints and are vigorously defending against such
claims.
A. The Florida Lawsuit
On September 17, 1996, a lawsuit was filed in the
Circuit Court of the Seventeenth Judicial Circuit in and
for Broward County, Florida, styled Rebecca Scialpi and
Helen Friedlander v. Jerome J. Brault, Brauvin Realty
Advisors, Inc., Brauvin Realty Advisors II, Inc., Brauvin
Realty Advisors III, Inc., and Brauvin Realty Advisors
IV, Inc., James L. Brault, and Brauvin Real Estate Funds,
L.L.C. and Brauvin High Yield Fund L.P., High Yield Fund
II, L.P., Brauvin Income Plus L.P. III, and Brauvin
Corporate Lease Program IV, L.P., Docket No. 96012807.
The Partnership, along with the other partnerships
proposed to be party to a merger or sale with Brauvin
Real Estate Funds, L.L.C., a Delaware limited liability
company (the "Purchaser"), is named as a "Nominal
Defendant" in a lawsuit. Jerome J. Brault, the Managing
General Partner of the Partnership, and Brauvin Realty
Advisors IV, Inc., the Corporate General Partner of the
Partnership, as well as certain corporate general
partners of the other partnerships affiliated with the
Partnership (the "Affiliated Partnerships"), have been
named as Defendants. James L. Brault, an officer of the
Corporate General Partner and the son of Jerome J.
Brault, is also named as a Defendant.
Plaintiffs filed an amended complaint on October 8,
1996. The amended complaint alleges a purported class
action consisting of claims for breach of fiduciary
duties, fraud, breach of the Partnership Agreement, and
civil racketeering. The amended complaint seeks
injunctive relief, as well as compensatory and punitive
damages, relating to the proposed transaction with the
Purchaser. The Defendants have answered plaintiffs'
amended complaint, and have denied each of the
plaintiffs' allegations of wrongful conduct.
On October 2, 1996, the plaintiffs in this action
requested that the Circuit Court enjoin the Special
Meetings of the Limited Partners and the proposed
transactions with the Purchaser. This motion was denied
by the Circuit Court on October 8, 1996, and the Florida
appellate court denied plaintiffs' appeal of the Circuit
Court's October 8, 1996 ruling.
B. The Illinois Lawsuit
On September 18, 1996, a class action lawsuit was
filed in the United States District Court for the
Northern District of Illinois, styled M. Barbara
Christman, Joseph Forte, Janet M. Toolson, John Archbold,
and Ben O. Carroll v. Brauvin Realty Advisors, Inc.,
Brauvin Realty Advisors II, Inc., Brauvin Realty Advisors
III, Inc., Brauvin Realty Advisors IV, Inc., Jerome J.
Brault; Brauvin Real Estate Funds, L.L.C., Docket No.
96C6025. The Partnership is not named as a Defendant in
the lawsuit. Jerome J. Brault and the Corporate General
Partners of the Partnership, as well as the corporate
general partners of the other Affiliated Partnerships,
are named as Defendants.
The plaintiffs filed an amended complaint on October
8, 1996, which alleges claims for breach of fiduciary
duties, breaches of the Partnership Agreement, and
violation of the Illinois Deceptive Trade Practices Act,
815 ILCS 505 et seq. The amended complaint seeks
injunctive relief, as well as compensatory and punitive
damages, relating to the proposed transaction with the
Purchaser.
On September 20, 1996, the District Court entered an
order postponing until October 9, 1996 the Special
Meeting of the Limited Partners of the Partnership and of
the other partnerships to vote on the proposed
transactions with the Purchaser, which meetings had been
scheduled for September 24, 1996.
On October 2, 1996, the District Court certified
plaintiffs' proposed class as all of the Limited Partners
of the Partnership and of the Affiliated Partnerships,
and appointed plaintiffs' counsel, The Mills Firm, as
counsel for the class. On October 2, 1996, the District
Court also conducted a hearing on plaintiffs' motion to
preliminarily enjoin the Special Meetings of the Limited
Partners and the proposed transaction with the Purchaser.
The District Court denied plaintiffs' motion for a
preliminary injunction at the conclusion of the October
2, 1996 hearing.
On September 27, 1996, counsel for plaintiffs, The
Mills Firm, mailed a solicitation to all of the Limited
Partners, requesting that they revoke their previously-mailed
proxies in favor of the proposed transaction with
the Purchaser. On September 30, 1996, Jerome J. Brault
and the Corporate General Partner (collectively, the
"Operating General Partners") moved the District Court to
invalidate revocations of proxies procured by The Mills
Firm's September 27, 1996 letter on the basis that The
Mills Firm's September 27, 1996 letter was materially
misleading in violation of the federal securities laws
and SEC proxy rules.
On October 11, 1996, the Operating General Partners of
the Partnership filed a counterclaim against plaintiffs
and their counsel, The Mills Firm, alleging that
plaintiffs and The Mills Firm violated the federal
securities laws and SEC proxy rules by sending their
September 27, 1996 letter to the Limited Partners.
On October 10 and 11, 1996, the District Court
conducted an evidentiary hearing on the motion of the
Operating General Partners to invalidate revocations of
proxies procured as a result of The Mills Firm's
September 27, 1996 letter. In that evidentiary hearing,
The Mills Firm admitted that it violated the SEC proxy
rules by sending its September 27, 1996 letter to the
Limited Partners without filing such letter with the SEC
in violation of SEC requirements. At the conclusion of
the hearing on October 10 and 11, the District Court
found that the Operating General Partners have a
likelihood of succeeding on the merits with respect to
their claim that the September 27, 1996 letter sent to
the Limited Partners by plaintiffs and The Mills Firm is
false or misleading in several significant respects.
Notwithstanding this finding, the District Court did
not invalidate the revocations of proxies resulting from
The Mills Firm's September 27, 1996 letter because it did
not believe it possessed the authority to do so under
present law. This ruling has been appealed to the
Seventh Circuit Court of Appeals. The Court of Appeals
has granted the request of the Operating General Partenrs
for an expedited hearing and the Court of Appeals has
scheduled oral arguments for January 1997.
On October 14, 1993, an affiliate of the Partnership,
Brauvin, Inc., brought a lawsuit against an
unaffiliatedseller due to the seller's alleged refusal to
proceed under the terms of a purchase and sale agreement
Brauvin, Inc. entered into to acquire three properties in
Jacksonville, Florida. In this lawsuit, Brauvin, Inc.
has sought specific performance of the purchase and sale
agreement to require the unaffiliated seller to sell the
subject properties to Brauvin, Inc. Brauvin, Inc.
subsequently amended its complaint to add the tenant of
the properties, Rally's, Inc., as an additional defendant
seeking an unspecified amount of damages. Rally's, Inc.
was added because of its activities which Brauvin, Inc.
alleges have tortiously interfered with the business
relations between Brauvin, Inc. and the seller.
In response to the lawsuit, the seller made a
counterclaim against Brauvin, Inc. with counts for
slander of title, tortious interference with an
advantageous business relationship, conspiracy and to
quiet title. The sellerhas also sued a former employee
of Brauvin, Inc. and the Partnership. The counterclaim
is seeking damages in anamount in excess of $2,000,000,
together with punitive damages. The Partnership filed a
motion to dismiss as the Partnership believes the Florida
court does not have jurisdiction over the Partnership.
During 1994, the motion to dismiss was denied. The
Partnership made attempts to settle but did not succeed.
The Partnership intends to vigorously defend itself in
this action. During the nine months ended September 30,
1996 there has been no change in the legal proceedings.
ITEM 2. Changes in Securities.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission Of Matters To a Vote of Security Holders.
None.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports On Form 8-K.
Exhibit 27. Financial Data Schedule
Form 8-K. Item 5. Notification of the partners of the
legal proceedings filed against the Partnership
and certain general partners of the Partnership
regarding the Transaction. This Form 8-K was
dated September 17, 1996 and filed on
September 23, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
l934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
BY: Brauvin Realty Advisors IV, Inc.,
Corporate General Partner of
Brauvin Corporate Lease Program IV L.P.
BY: /s/ Jerome J. Brault
Jerome J. Brault
Chairman of the Board of Directors,
President and Chief Executive Officer
DATE: November 18, 1996
BY: /s/ B. Allen Aynessazian
B. Allen Aynessazian
Chief Financial Officer and Treasurer
DATE: November 18, 1996
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 848,761
<SECURITIES> 0
<RECEIVABLES> 332,164
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 14,308,630 <F1>
<DEPRECIATION> 836,581
<TOTAL-ASSETS> 14,870,941
<CURRENT-LIABILITIES> 0
<BONDS> 704,708 <F2>
0
0
<COMMON> 14,007,033 <F3>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 14,870,941
<SALES> 0
<TOTAL-REVENUES> 1,178,461 <F4>
<CGS> 0
<TOTAL-COSTS> 531,559 <F5>
<OTHER-EXPENSES> 47,292 <F6>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 599,610
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> "PP&E" REPRESENTS INVESTMENT IN REAL ESTATE [LAND AND
BUILDING]
<F2> "BONDS" REPRESENTS MINORITY INTEREST IN JOINT VENTURE
<F3> "COMMON" REPRESENTS TOTAL PARTNERS CAPITAL
<F4> "TOTAL REVENUES" REPRESENTS RENTAL, INTEREST, AND OTHER
INCOME
<F5> "TOTAL COSTS" REPRESENTS TOTAL EXPENSES
<F6> "OTHER EXPENSES" REPRESENTS MINORITY INTEREST IN JOINT
VENTURES' NET INCOME
</FN>
</TABLE>
