<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
(Title of class)
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
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not 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-K or any amendment to this
Form 10-K. [ X ]
The aggregate sales price of the limited partnership interests of the
registrant (the "Units") to unaffiliated investors of the registrant
during the initial offering period was $16,008,310. This does not reflect
market value. This is the price at which the Units were sold to the
public during the initial offering period. There is no current market
for the Units nor have any Units been sold within the last 60 days prior
to this filing except for Units sold to or by the registrant pursuant to
the registrant's distribution reinvestment plan, as described in the
prospectus of the registrant dated December 12, 1991 (the "Prospectus")
as supplemented March 25, 1992 and June 17, 1993 and filed pursuant
to Rule 424(b) and Rule 424(c) under the Securities Act of 1933, as amended.
Portions of the Prospectus are incorporated by reference into Parts II,
III and IV of this Annual Report on Form 10-K.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
1996 FORM 10-K ANNUAL REPORT
INDEX
PART I
Page
Item 1. Business . . . . . . . . . . . . . . . . . . . . . .3
Item 2. Properties . . . . . . . . . . . . . . . . . . . . .6
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . .13
Item 4. Submission of Matters to a Vote of Security
Holders. . . . . . . . . . . . . . . . . . . . . . .17
PART II
Item 5. Market for the Registrant's Units and Related
Security Holder Matters. . . . . . . . . . . . . . .18
Item 6. Selected Financial Data. . . . . . . . . . . . . . .20
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . .22
Item 8. Consolidated Financial Statements and
Supplementary Data . . . . . . . . . . . . . . . . .30
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . 31
PART III
Item 10. Directors and Executive Officers of the
Partnership. . . . . . . . . . . . . . . . . . . . .32
Item 11. Executive Compensation. . . . . . . . . . . . . . .34
Item 12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . .37
Item 13. Certain Relationships and Related Transactions. . .37
PART IV
Item 14. Exhibits, Consolidated Financial Statements and
Schedules, and Reports on Form 8-K . . . . . . . . .38
Signatures . . . . . . . . . . . . . . . . . . . . . . . . .40
<PAGE>
PART I
Item 1. Business.
Brauvin Corporate Lease Program IV L.P. (the "Partnership") is a
Delaware limited partnership formed in August 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 was anticipated at the
time that the Partnership first offered its units (as defined
below) that the properties would 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 would provide for a base minimum annual
rent with periodic increases in rent as a result of: (i) fixed
increases on specific dates; (ii) upward adjustments to indices,
such as the Consumer Price Index, to which base rents are indexed;
or (iii) participation in lessees' gross sales above a stated
level. The Partnership had not sold any of its limited partnership
interests (the "Units") as of December 31, 1991, pursuant to a
Registration Statement on Form S-11 under the Securities Act of
1933, as amended, dated December 12, 1991 (the "Offering"). The
Offering was conditioned upon the sale of $1,200,000 of Units,
which was achieved on April 27, 1992. The Offering was anticipated
to close on December 11, 1992 but the Partnership obtained an
extension until December 11, 1993, with the appropriate
governmental approval. A total of 1,600,831 Units were sold to
the public at $10 per Unit ($16,008,310) through December 11, 1993.
An additional $435,100 of Units was sold through the Partnership's
distribution reinvestment plan (the "Plan") as of December 31,
1996. As of December 31, 1996, $118,706 of Units sold through the
Offering have been repurchased by the Partnership from investors
liquidating their investment and retired. The investors in the
Partnership (the "Limited Partners") share in the benefits of
ownership of the Partnership's real property investments based on
the number of Units owned by each Limited Partner compared to the
total number of Units sold.
The principal investment objectives of the Partnership are: (i)
preservation and protection of capital; (ii) distribution of the
Partnership's current cash flow attributable to rental income;
(iii) capital appreciation; (iv) the potential for increased
income through escalations in the base rent or participation in the
growth of the sales of the tenants of the Partnership's properties;
(v) the deferral of the taxation of cash distributions for
investors who are not exempt from federal taxation; and (vi) the
production of "passive" income to offset "passive" losses from
other investments.
Some tax shelter of cash distributions by the Partnership will be
available to Class A Investors through depreciation of the
underlying properties. Class A Investors benefit from the special
allocation of all depreciation to the Units which they acquired
from the Partnership because their reduced taxable income each year
will result in a reduction in taxes due, although no "spill-over"
losses are expected. Taxable income generated by property
operations will likely be considered passive income for federal
income tax purposes because Section 469(c)(2) of the Internal
Revenue Code states that a passive activity includes "any rental
activity" and, therefore, is available to offset losses Class A
Investors may have realized in other passive investments.
During the early years of the Partnership, the Limited Partners
received cash distributions in excess of their allocable share of
the Partnership's income, and substantially in excess of their tax
liability thereon, particularly the Class A Investors, due to the
special allocation of depreciation deductions, although the Class
A Investors will recognize more income from the ultimate sale of
Partnership properties.
Taxable income generated by property operations will likely be
considered passive income for federal income tax purposes and,
therefore, such income can be used to offset losses Limited
Partners will receive from other passive investments, subject to
certain limitations.
It was originally contemplated that the Partnership would dispose
of its properties approximately seven to nine years after their
acquisition with a view towards liquidation of the Partnership
within that period.
In accordance therewith, the Partnership entered into an
Agreement for Purchase and Sale of Assets dated as of June 14,
1996, as amended March 24, 1997 (the "Sale Agreement") with Brauvin
Real Estate Funds L.L.C., a Delaware limited liability company
affiliated with the General Partners of the Partnership (the
"Purchaser"). Pursuant to the terms of the Sale Agreement, the
Partnership proposes to sell substantially all of the Partnership's
properties (the "Assets") for a purchase price of $12,489,100 in
cash, which is $7.65 per Unit. 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.
A special meeting of Limited Partners of the Partnership (the
"Special Meeting") 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 approved the Sale to the Purchaser and the
Liquidation per the terms of the Partnership's proxy materials
dated August 23, 1996, as amended (the "Proxy"). At the Special
Meeting, Limited Partners also approved the adoption of an
amendment to the Partnership's Restated Limited Partnership
Agreement, as amended (the "Agreement"), to allow the Partnership
to sell or lease property to affiliates. Further information
regarding the Sale with the Purchaser is located in Items 3, 7 and
13 below.
The terms of the transactions between the Partnership and
affiliates of the General Partners are set forth in Item 13 below.
The Agreement provides that the Partnership shall terminate
December 31, 2011, unless sooner terminated.
The Partnership has no employees.
Market Conditions/Competition
The Partnership has utilized its proceeds available for
investment to acquire properties. Since the leases of certain of
the Partnership's properties entitle the Partnership to participate
in gross receipts of lessees above fixed minimum amounts, the
success of the Partnership will depend in part on the ability of
those lessees to compete with similar businesses in their
respective vicinities.
Although management of the Partnership anticipates that the Sale
will be consummated by the end of the second quarter of 1997,
should the Sale not be completed, the General Partners of the
Partnership will have to determine whether to continue its
operations or attempt to sell some or all of the properties. The
Partnership has and continues to compete with many other entities
engaged in real estate investment activities. It is not possible
for the General Partners to determine at this time what actions
they will take in connection with the continuation of the
Partnership should the Sale not be completed. The General Partners
will evaluate factors such as the economy, the lease terms, the
financial strength of the existing tenants and the ability to
locate potential purchasers.
Item 2. Properties.
The Partnership is a landlord only and does not participate in
the operations of any of the properties discussed herein. All
lease payments due to the Partnership are current. At December 31,
1996, all properties, except the House of Fabrics located in
Joliet, Illinois, were 100% occupied. All properties were paid for
in cash, without any financing. The General Partners believe that
all properties are adequately insured.
On October 31, 1996, the Partnership and three other affiliated
public real estate limited partnerships formed a joint venture,
Brauvin Bay County Venture, to purchase the land and building
underlying a newly constructed Blockbuster Video store. The
Partnership has a 24% equity interest in the Brauvin Bay County
Venture.
The following information is presented for the properties
acquired by the Partnership whose cost basis exceeds 10% of the
gross proceeds of the Offering.
On January 18, 1994, the Partnership purchased the land and the
6,240 square foot building (the "East Side Mario's Property")
underlying an East Side Mario's restaurant, located in Copley,
Ohio, from Morgan's Foods, Inc. for $1,435,000 plus closing costs.
Morgan's Food is the East Side Mario's franchisee for the State of
Ohio. During 1994, the franchisor, Prime Group of Canada, Inc.,
sold the East Side Mario's concept to Pizza Hut, Inc., a division
of Pepsico, Inc. This sale has no effect on the existing lease.
The store is leased to Morgan's Creative Concepts, Inc. and the
lease is guaranteed by the parent company, Morgan's Food, Inc. for
20 years expiring on January 31, 2014, plus two ten year options.
The tenant is obligated to pay base minimum rent each month in the
amount of $13,453 plus minimum rent escalations of 15% of the then
minimum base rent every five years beginning in the sixth year of
the lease. The tenant is also obligated to pay percentage rent of
5% of total annual sales which exceed a pre-established amount.
The tenant leased the East Side Mario's Property under a triple-net
lease whereby the tenant pays for all expenses related to the East
Side Mario's Property including real estate taxes, insurance, and
maintenance and repair costs.
On February 23, 1994, the Partnership purchased the land and the
7,028 square foot building (the "Blockbuster Property") underlying
a Blockbuster Video store located in Eagan, Minnesota, from an
unaffiliated seller, for a purchase price of $905,000 plus closing
costs. The Blockbuster Property is leased to Mid-America
Entertainment Company (the "Blockbuster Tenant"), a privately held
company under an existing lease for a ten year period expiring on
November 30, 2003. The Blockbuster Tenant has the option to renew
the lease for two additional five year periods. The Blockbuster
Tenant is the exclusive Blockbuster Video franchisee for most of
the State of Minnesota and parts of Iowa. The Blockbuster Tenant
is obligated to pay base minimum rent each month in the amount of
$8,931 plus periodic increases beginning in the third lease year.
The Blockbuster Tenant leased the Blockbuster Property under a
triple-net lease whereby the Blockbuster Tenant pays for all
expenses related to the Blockbuster property including real estate
taxes, insurance premiums, maintenance and repair costs. The
Partnership is responsible for repairs to the roof and structure.
The General Partners believe that the costs associated with these
items will be immaterial during the lease term as the building was
completed in November 1993 and the Partnership obtained a roof
guarantee for the duration of the lease term. The Partnership may
reserve a portion of the rent for possible repairs in the future.
On February 28, 1994, the Partnership purchased the land and the
8,500 square foot building (the "Walden Books Property") occupied
by a Walden Books store located in Miami, Florida, from an
unaffiliated seller, for a purchase price of $1,680,000 plus
closing costs. The Walden Books Property was completed in November
1988 and is leased under a triple-net lease to Walden Books, Inc.
(the "Walden Books Tenant") for a minimum term ending January 31,
2009. Walden Books, Inc. is one of the largest bookstore chains in
the country with approximately 1,150 stores and gross revenues of
over one billion dollars. The Walden Books Tenant is obligated to
pay base minimum rent each month in the amount of $14,167 with
scheduled increases in rent beginning in February 1999. The Walden
Books Tenant is also obligated to pay percentage rent based on the
total annual sales which exceed a pre-established amount.
The Walden Books Tenant leased the Walden Books Property under a
triple-net lease whereby the Walden Books Tenant pays for all
expenses related to the Walden Books Property including real estate
taxes, insurance premiums and maintenance and repair costs. The
Partnership is responsible for repairs to the roof and structure.
The General Partners believe costs associated with these items will
be minimal during the lease term as the building is in good
condition. The Partnership may reserve a portion of the rent for
possible repairs in the future.
The following is a summary of the real estate and improvements
purchased by the Partnership:
Steak n Shake:
Peerless Park, Missouri
The property is located on the southeast corner of Highway 141
and Interstate I-44, approximately 16 miles southwest of downtown
St. Louis. The single-story building is 3,860 square feet situated
on a 39,500 square foot parcel of land.
Children's World Learning Center:
Arlington, Texas
The property is located at 1235 West Sublet. The building is
4,950 square feet built on 0.625 acres of land. The single-story,
wood-frame building has brick veneer exterior and has a pitched
roof with asphalt shingles. The building was constructed in 1984.
Chuck E. Cheese's Restaurants:
Ashwaubenon, Wisconsin
The Chuck E. Cheese restaurant is located at 1273 Lombardi Access
Road. The building consists of 10,183 square feet situated on a
3.385 acre parcel and was constructed in 1983 utilizing a steel
frame with birch and wood siding.
Springfield, Ohio
The Chuck E. Cheese restaurant is located at 2345 Valley Loop
Road. The building consists of 10,183 square feet situated on a
2.769 acre parcel and was constructed in 1983 utilizing a steel
frame with concrete block.
Mrs. Winner's Chicken & Biscuit Restaurant:
Oakwood, Georgia
The Mrs. Winner's Chicken & Biscuit restaurant is located at 3465
Mundy Mill Road. The building consists of 2,436 square feet
situated on a 25,700 square foot parcel and was constructed in 1983
utilizing concrete block construction with vinyl siding.
House of Fabrics:
Joliet, Illinois
The House of Fabrics store is located at 2900 Colorado Avenue.
The building consists of 20,000 square feet situated on a 1.299
acre parcel and was constructed in 1993 utilizing concrete block
construction with steel frame and metal deck roof.
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, it had rejected the
lease and indicated that it 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.
Volume ShoeSource:
Blaine, Washington
The Volume ShoeSource store is located at 439 Peace Portal Drive.
The building consists of 10,900 square feet situated on a .389 acre
parcel and was fully renovated in 1992.
During the fourth quarter of 1996, a provision for impairment of
$356,400 was recorded to adjust the carrying value of the property
to its estimated net realizable value. This provision has been
recorded as a reduction of the property's cost, and allocated to
the land and building based on the original acquisition percentages
of approximately 45% (land) and 55% (building).
Joint Venture CompUSA:
Duluth, Georgia
The CompUSA store is a 25,000 square foot single story building
located on a 105,919 square foot parcel in Duluth, a suburb of
Atlanta, in the Gwinnett Place Mall Shopping Area. The single
story building was completed in March 1993.
The Partnership purchased a 70.2% interest in a joint venture
(the "Joint Venture") with affiliated public limited real estate
partnerships that acquired the land and building underlying the
CompUSA computer superstore. The seller undertook to expand the
store by an additional 1,150 square feet pursuant to a lease
amendment executed by the Tenant, as hereinafter defined. The
store was completed in March 1993, and is leased to CompUSA, Inc.
(the "Tenant"), a NYSE-listed company, for a minimum term of 15
years upon completion of the expansion space.
During the fourth quarter of 1996, a provision for impairment of
$197,000 was recorded to adjust the carrying value of the property
to its estimated net realizable value. This allowance has been
recorded as a reduction of the property's cost, and allocated to
the land and building based on the original acquisition percentages
of approximately 37% (land) and 63% (building).
Blockbuster Video:
Eagan, Minnesota
The property is located at 2075 Cliff Road and consists of a
7,028 square foot building situated on a 37,364 square foot parcel
of land. The building was constructed in 1993 of concrete block
and steel frame covered with stucco.
East Side Mario's:
Copley, Ohio
The property is located at 85 W. Montrose Avenue and consists of
a 6,240 square foot building situated on 1.76 acres of land. The
building was constructed in 1993 of concrete block and steel frame.
Walden Books Store:
Miami, Florida
The property is located on the southeast corner of Kendall Drive
and S.W. 112th Street and consists of a 8,500 square foot building
situated on .743 acres of land. The building was constructed in
1988 of masonry block with stucco and dryvit parapet.
During the fourth quarter of 1996, a provision for impairment of
$303,600 was recorded to adjust the carrying value of the property
to its estimated net realizable value. This provision has been
recorded as a reduction of the property's cost, and allocated to
the land and building based on the original acquisition percentages
of approximately 31% (land) and 69% (building).
Joint Venture Blockbuster:
Callaway, Florida
The Partnership owns a 24.0% equity interest in a joint venture
with affiliated public real estate limited partnerships that
acquired the land and building underlying a Blockbuster Video
store. The property is located at 123 N. Tydall Parkway on the
major arterial in the Panama City, Florida area. The property
contains a 6,466 square foot building located on a 40,075 square
foot parcel of land.
The following table summarizes the operations of the
Partnership's properties:
<PAGE>
<TABLE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
SUMMARY OF OPERATING DATA
DECEMBER 31, 1996
<CAPTION>
PERCENT OF 1996 1996 LEASE
PURCHASE ORIGINAL RENTAL PERCENT EXPIRATION RENEWAL
PROPERTIES PRICE UNITS SOLD INCOME OF TOTAL DATES OPTIONS
<S> <C> <C> <C> <C> <C> <C>
1 STEAK N' SHAKE RESTAURANT $ 995,000 6.2% $ 125,233 8.8% 2010 2 TEN YEAR OPTIONS
1 CHILDREN'S WORLD LEARNING CENTER 425,000 2.7% 51,324 3.6% 2007 2 FIVE YEAR OPTIONS
2 CHUCK E. CHEESE'S RESTAURANTS 2,085,000 13.0% 288,862 20.4% 2005 2 FIVE YEAR OPTIONS
1 MRS. WINNER'S CHICKEN & BISCUIT 600,000 3.7% 95,168 6.7% 2013 2 FIVE YEAR OPTIONS
1 HOUSE OF FABRICS STORE 1,430,000 8.9% (6,169) (0.4%) 2008 2 FIVE YEAR OPTIONS
1 VOLUME SHOESOURCE STORE 1,627,822 10.2% 189,278 13.4% 2003 4 FIVE YEAR OPTIONS
1 BLOCKBUSTER VIDEO 905,000 5.7% 113,447 8.0% 2003 2 FIVE YEAR OPTIONS
1 EAST SIDE MARIO'S 1,435,000 9.0% 197,325 13.9% 2014 2 TEN YEAR OPTIONS
1 WALDEN BOOK CO. INC. 1,680,000 10.5% 175,698 12.4% 2009 NONE
70.2% OF 1 COMPUSA STORE 1,649,700 10.3% 183,182 12.9% 2008 4 FIVE YEAR OPTIONS
24.0% OF 1 BLOCKBUSTER VIDEO STORE 243,319 1.5% 4,440 0.3% 2006 3 FIVE YEAR OPTIONS
$13,075,841 81.7% $1,417,788 100.0%
<FN>
<F1>
NOTE - THE FORMAT OF THIS SCHEDULE DIFFERS FROM THE INCOME STATEMENT OF THE PARTNERSHIP.
THIS SCHEDULE ALLOCATES THE PARTNERSHIP'S SHARE OF PURCHASE PRICE AND RENTAL INCOME FROM EACH JOINT VENTURE.
THE INCOME STATEMENT USES THE EQUITY METHOD OF ACCOUNTING FOR THE 24% INTEREST IN THE BLOCKBUSTER VIDEO STORE,
THEREFORE, NO RENTAL INCOME IS RECORDED IN THE RENTAL INCOME ACCOUNTS FOR THE JOINT VENTURE. THE INCOME
STATEMENT CONSOLIDATES THE COMPUSA STORE, THEREFORE RECORDING 100% OF THE COMPUSA STORES RENTAL INCOME.
</FN>
</TABLE>
<PAGE>
Risk of Ownership
The possibility exists that the tenants of the Partnership's
properties as well as lease guarantors, if any, may be unable to
fulfill their obligations pursuant to the terms of their leases,
including making base rent or percentage rent payments to the
Partnership. Such a default by the tenants or a premature
termination of any one of the leases (as is the case with the House
of Fabrics) could have an adverse effect on the financial position
of the Partnership. Furthermore, the Partnership may be unable to
successfully locate a substitute tenant due to the fact that these
buildings have been designed or built primarily to house a
particular type of operation. Thus, the properties may not be
readily marketable to a new tenant without substantial capital
improvements or remodeling. Such improvements may require
expenditure of Partnership funds which might otherwise be available
for distribution.
Item 3. Legal Proceedings.
Two legal actions, as hereinafter described, were filed against
certain of the General Partners of the Partnership and affiliates
of such General Partners, as well as, against the Partnership on a
nominal basis in connection with the Sale. Each of these actions
was brought by limited partners of the Partnership. The
Partnership and the named 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., Brauvin 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 and the
other affiliated partnerships named in this lawsuit (the
"Affiliated Partnerships") that are proposed to be a party to a
merger or sale with the Purchaser, are each named as a "Nominal
Defendant" in this 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 the
corporate general partners of the Affiliated Partnerships have been
named as defendants in this lawsuit. 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
Agreement, and civil racketeering. The amended complaint seeks
injunctive relief, as well as compensatory and punitive damages,
relating to the proposed transactions 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. There have been no material
developments with respect to this lawsuit since October 8, 1996.
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. and Brauvin High Yield Fund L.P., Brauvin
High Yield Fund L.P. II, Brauvin Income Plus L.P. III, and Brauvin
Corporate Lease Program IV L.P., Docket No. 96C6025. The
Partnership and the other Affiliated Partnerships are each named as
a "Nominal Defendant" in the lawsuit. Jerome J. Brault and the
Corporate General Partner of the Partnership, as well as the
corporate general partners of the 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 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 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 Law 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 transactions 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 Law
Firm, mailed a solicitation to all of the Limited Partners,
requesting that they revoke their previously-mailed proxies in
favor of the Sale. On October 11, 1996, Jerome J. Brault and the
Corporate General Partner (collectively, the "Operating General
Partners") of the Partnership filed a counterclaim against
plaintiffs and their counsel, The Mills Law Firm, alleging that
plaintiffs and The Mills Law Firm violated the federal securities
laws and proxy rules by sending their September 27, 1996 letter to
the Limited Partners. The plaintiffs and The Mills Law Firm have
moved to dismiss this counterclaim. The District Court has taken
this motion under advisement and has yet to issue a ruling.
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 Law Firm's September 27, 1996 letter. In that evidentiary
hearing, The Mills Law Firm admitted that it violated the proxy
rules by sending its September 27, 1996 letter to the Limited
Partners without filing such letter with the Securities and
Exchange Commission (the "Commission") in violation of the
Commission's 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 Law 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 Law
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
Seventh Court of Appeals subsequently dismissed this appeal on the
grounds that the appeal was rendered moot by the Limited Partners'
approval on November 8, 1996 of the Sale.
On October 16, 1996 and on November 6, 1996, the parties filed
cross-motions for partial summary judgement addressing the
allegation in plaintiffs' amended complaint that the Agreement does
not allow the Limited Partners to vote in favor of or against the
proposed transaction with the Purchaser by proxy. These cross-
motions for partial summary judgement were taken under advisement
by the District Court, and the District Court has yet to issue a
ruling.
On April 2, 1997, the Court granted plaintiffs' leave to again
amend their complaint. In their second amended complaint,
plaintiffs have named the Partnership as a "Nominal Defendant."
Plaintiffs have also added a new claim, alleging that the Operating
General Partners violated certain of the Commission rules (15
U.S.C. section 78n(a), 17 C.F.R. sections 240.14a-9, 140.14a-4) by
making false and misleading statements in the Proxy. Plaintiffs
also allege that the Operating General Partners breached their
fiduciary duties, breached various provisions of the Agreement,
violated the Illinois Deceptive Trade Practice Act, 815 ILCS 505 et
seq., and violated section 17-305 of the Delaware Revised Uniform
Limited Partnership Act. The Operating General Partners deny those
allegations and will continue to vigorously defend against these
claims.
Pursuant to the Agreement and Delaware law, the Partnership will
advance to the defendants their defense costs. The Corporate
General Partner has agreed to repay the Partnership for the
advances if it is ever determined that the parties were not
entitled to receive the advances. No estimate can reasonably be
made at this time of the costs of defense.
Item 4. Submission of Matters to a Vote of Security Holders.
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
approved the sale to the Purchaser and the liquidation and
dissolution of the Partnership. At the Special Meeting, Limited
Partners also approved the adoption of an amendment to the
Agreement to allow the Partnership to sell or lease property to
affiliates.
<PAGE>
PART II
Item 5. Market for the Registrant's Units and Related Security
Holder Matters.
At December 31, 1996, there were 885 Limited Partners in the
Partnership. There is no established public trading market for
Units and it is not anticipated that there will be a public market
for Units. Neither the General Partners nor the Partnership are
obligated to redeem or repurchase Units, but the Partnership may,
as described under the section of the Prospectus entitled "Unit
Repurchase Program" on pages 73-74 of the Prospectus, purchase
Units under certain very limited circumstances. However, there is
no intent to redeem or purchaes Units pending the Sale.
Units in the hands of a transferee will retain the same
character as in the hands of the transferor. Thus, the transferee,
whether a taxable or tax-exempt investor, who acquires a Unit from
a Class B Investor, as such term is defined in the Agreement, will
not be allocated any depreciation and, conversely, a transferee who
is a tax-exempt investor and acquires a Unit from a Class A
Investor will be allocated depreciation even though such
depreciation may not provide a benefit to it.
Pursuant to the terms of the Agreement, there are restrictions
on the ability of the Limited Partners to transfer their Units. In
all cases, the General Partners must consent to the substitution of
a Limited Partner.
Cash distributions to Limited Partners for 1996, 1995 and 1994
were $632,669, $1,296,726 and $1,244,736, respectively. Prior to
the commencement of the Partnership's proxy solicitation in August
1996, distributions of operating cash flow were paid four times per
year, 45 days after the end of each calendar quarter or were paid
monthly within 15 days of the end of the month, depending upon the
Limited Partner's preference (see Item 7). The distributions were
generated from a combination of property operations and interest
income. No amount distributed in 1996 was a return of capital.
Pursuant to the terms of the Sale Agreement, net income after
August 1, 1996 accrues to the Purchaser and, therefore, the net
income through July 31, 1996 will be distributed to the Limited
Partners at the time of the closing of the Sale. Since the net
income of the Partnership after August 1, 1996 accrues to the
Purchaser, no distributions of net income were paid to the Limited
Partners for the two months of August and September 1996 and the
quarter ended December 31, 1996. As a result of the delays in
closing the Sale, the Purchaser has agreed to allow distributions
of net income accruing from and after January 1, 1997 until the
Sale is consummated. See Item 7.
<PAGE>
Item 6. Selected Financial Data.
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
(not covered by Independent Auditors' Report)
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1996 1995 1994
Selected Income Statement Data:
Rental Income $1,491,109 $1,643,736 $ 1,571,077
Interest Income 33,608 31,777 37,754
Net (Loss) Income (97,221) 1,203,510 1,030,281
Net (Loss) Income Per Unit (a)$ (0.06) $ 0.74 $ 0.64
Selected Balance Sheet Data:
Cash and Cash Equivalents $ 753,655 $ 711,167 $ 569,244
Land, Buildings and
Improvements 13,451,630 14,308,630 14,308,630
Total Assets 14,109,844 14,850,948 14,895,510
Cash Distributions to Limited
Partners 632,669 1,296,726 1,244,736
Cash Distributions to Limited
Partners Per Unit (a) $ 0.39 $ 0.80 $ 0.77
(a) Net (loss) income per Unit and cash distributions per Unit are
based on the average Units outstanding during the year 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.
The above selected financial data should be read in conjunction
with the consolidated financial statements and the related notes
appearing elsewhere in this annual report.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
(not covered by Independent Auditors' Report)
Year Ended Year Ended
December 31, December 31,
1993 1992
Selected Income Statement Data:
Rental Income $ 639,565 $ 96,859
Interest Income 124,814 50,333
Net Income 492,617 47,090
Net Income Per Unit (a) $ 0.42 $ 0.14
Selected Balance Sheet Data:
Cash and Cash Equivalents $ 4,803,350 $2,411,424
Land, Buildings and
Improvements 10,066,508 3,454,263
Total Assets 15,009,234 6,166,502
Cash Distributions to Limited
Partners 495,347 75,484
Cash Distributions to Limited
Partners Per Unit (a) $ 0.43 $ 0.22
(a) Net income per Unit and cash distributions per Unit are based on
the average Units outstanding during the year 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.
The above selected financial data should be read in conjunction
with the consolidated financial statements and the related notes
appearing elsewhere in this annual report.
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
General
Certain statements in this Annual Report that are not historical
fact constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Discussions
containing forward-looking statements may be found in this section
and in the section entitled "Business." Without limiting the
foregoing, words such as "anticipates," "expects," "intends,"
"plans," and similar expressions are intended to indentify forward-
looking statements. These statements are subject to a number of
risks and uncertainties. Actual results could differ materially
from those projected in the forward-looking statements. The
Partnership undertakes no obligation to update these forward-
looking statements to reflect future events or circumstances.
Liquidity and Capital Resources
The Partnership commenced an offering to the public on December
12, 1991 of 3,300,000 Units, 300,000 of which were available only
through 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 Offering. The Offering was conditioned upon
the sale of $1,200,000, which was achieved on April 27, 1992.
Prior to the commencement of the Partnership's proxy
solicitation, the Partnership raised a total of $16,008,310 through
the Offering and an additional $435,100 through the Plan through
December 31, 1996. As of December 31, 1996, Units valued at
$118,706 have been repurchased by the Partnership from Limited
Partners liquidating their original investment and have been
retired.
The Partnership purchased the land and buildings underlying a
Steak n Shake restaurant and a Children's World Learning Center in
1992. In 1993, the Partnership purchased the land and buildings
underlying two Chuck E. Cheese's restaurants, a Mrs. Winner's
Chicken & Biscuit restaurant, a House of Fabrics store, and a
Volume ShoeSource. Additionally in 1993, the Partnership acquired
a 70.2% equity interest in a joint venture with affiliated public
real estate limited partnerships that acquired the land and
building underlying a CompUSA computer superstore. The Partnership
acquired the land and buildings underlying an East Side Mario's
restaurant, a Blockbuster Video store and a Waldens Books Store in
1994. In 1996, the Partnerhsip acquired a 24% equity interest in
a joint venture with affiliated public real estate limited
partnerships that acquired the land and building underlying a
Blockbuster Video store.
The following is additional information regarding the Partnerhsip
acquisitions during the last three years:
On January 18, 1994, the Partnership purchased the land and the
6,240 square foot building (the "East Side Mario's Property")
underlying an East Side Mario's restaurant, located in Copley,
Ohio, from Morgan's Foods, Inc. for $1,435,000 plus closing costs.
Morgan's Food is the East Side Mario's franchisee for the State of
Ohio. During 1994, the franchisor, Prime Group of Canada, Inc.,
sold the East Side Mario's concept to Pizza Hut, Inc., a division
of Pepsico, Inc. This sale has no effect on the existing lease.
The store is leased to Morgan's Creative Concepts, Inc. and the
lease is guaranteed by the parent company, Morgan's Food, Inc. for
20 years expiring on January 31, 2014, plus two ten year options.
The tenant is obligated to pay base minimum rent each month in the
amount of $13,453 plus minimum rent escalations of 15% of the then
minimum base rent every five years beginning in the sixth year of
the lease. The tenant is also obligated to pay percentage rent of
5% of total annual sales which exceed a pre-established amount.
The tenant leased the East Side Mario's Property under a triple-net
lease whereby the tenant pays for all expenses related to the East
Side Mario's Property including real estate taxes, insurance, and
maintenance and repair costs.
On February 23, 1994, the Partnership purchased the land and the
7,028 square foot building (the "Blockbuster Property") underlying
a Blockbuster Video store located in Eagan, Minnesota, from an
unaffiliated seller, for a purchase price of $905,000 plus closing
costs. The Blockbuster Property is leased to Mid-America
Entertainment Company (the "Blockbuster Tenant"), a privately held
company under an existing lease for a ten year period expiring on
November 30, 2003. The Blockbuster Tenant has the option to renew
the lease for two additional five year periods. The Blockbuster
Tenant is the exclusive Blockbuster Video franchisee for most of
the State of Minnesota and parts of Iowa. The Blockbuster Tenant
is obligated to pay base minimum rent each month in the amount of
$8,931 plus periodic increases beginning in the third lease year.
The Blockbuster Tenant leased the Blockbuster Property under a
triple-net lease whereby the Blockbuster Tenant pays for all
expenses related to the Blockbuster property including real estate
taxes, insurance premiums, maintenance and repair costs. The
Partnership is responsible for repairs to the roof and structure.
The General Partners believe that that the costs associated with
these items will be immaterial during the lease term as the
building was completed in November 1993 and the Partnership
obtained a roof guarantee for the duration of the lease term. The
Partnership may reserve a portion of the rent for possible repairs
in the future.
On February 28, 1994, the Partnership purchased the land and the
8,500 square foot building (the "Walden Books Property") occupied
by a Walden Books store located in Miami, Florida, from an
unaffiliated seller, for a purchase price of $1,680,000 plus
closing costs. The Walden Books Property was completed in November
1988 and is leased under a triple-net lease to Walden Books, Inc.
(the "Walden Books Tenant") for a minimum term ending January 31,
2009. Walden Books, Inc. is one of the largest bookstore chains in
the country with approximately 1,150 stores and gross revenues of
over one billion dollars. The Walden Books Tenant is obligated to
pay base minimum rent each month in the amount of $14,167 with
scheduled increases in rent beginning in February 1999. The Walden
Books Tenant is also obligated to pay percentage rent based on the
total annual sales which exceed a pre-established amount.
The Walden Books Tenant leased the Walden Books Property under
a triple-net lease whereby the Walden Books Tenant pays for all
expenses related to the Walden Books Property including real estate
taxes, insurance premiums and maintenance and repair costs. The
Partnership is responsible for repairs to the roof and structure.
The General Partners believe that the costs assciated with these
items will be minimal during the lease term as the building is in
good condition. The Partnership may reserve a portion of the rent
for possible repairs in the future.
On October 31, 1996, the Partnership purchased a 24% equity
interest in a joint venture with affiliated public real estate
limited partnerships, the Brauvin Bay County Venture. The Bay
County Venture purchased real property upon which is operated a
newly constructed Blockbuster Video store. The property contains
6,466 square foot building located on a 40,075 square foot parcel
of land.
During the fourth quarter of 1996, the Partnership recorded a
provision for impairment of $660,000 to adjust the carrying value
of the real estate for the Volume ShoeSource ($356,400) and the
Walden Books Store ($303,600) to its estimated realizable value.
These provisions have been recorded as reductions of each
property's cost, and allocated to the land and building based on
the original acquisition percentages for each property.
During the fourth quarter of 1996, a provision for impairment of
$197,000 was recorded to adjust the carrying value of the
investment in real estate of the CompUSA property to its estimated
net realizable value. This provision has been recorded as a
reduction of the property's cost, and allocated to the land and
building based on the original acquisition percentages of
approximately 37% (land) and 63% (building).
Below is a table summarizing the historical data for distribution
rates per unit:
Distribution
Date 1997 1996 1995 1994
February 15 $.2000 $.2000 $.1625
May 15 .1875 .2000 .1750
August 15 -- .2000 .2000
November 15 -- .2000 .2500
Should the Sale not occur, 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.
Pursuant to the terms of the Sale Agreement, the Partnership
proposes to sell substantially all of the Partnership's properties
for a purchase price of $12,489,100 in cash which is approximately
$7.65 per Unit. If certain conditions of the Transaction are met,
the Partnership will be liquidated and 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 Limited Partners
will receive a liquidating distribution of approximately $8.44 to
$8.73 per Unit. The Limited Partners holding a majority of the
Units approved the Sale on November 8, 1996.
The Partnership drafted a proxy statement, which required prior
review and comment by the Commission, to solicit proxies for use at
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, as described in Item 3, 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 in the Proxy.
At the Special Meeting, Limited Partners were also asked to
approve the adoption of an amendment to the Agreement, to allow the
Partnership to sell or lease property to affiliates. Neither the
Delaware Revised Limited Partnership Act nor the Agreement provide
Limited Partners not voting in favor of the Transaction with
dissenters' appraisal rights.
The sale price to be paid to the Limited Partners in connection
with the Sale is based on the fair market value of the properties
of the Partnership (the "Assets"). Cushman & Wakefield Valuation
Advisory Services ("Cushman & Wakefield"), an independent
appraiser, the largest real estate valuation and consulting
organization in the United States, was engaged by the Partnership
to prepare an appraisal of the Assets, to satisfy the Partnership's
requirements under the Employee Retirement Income Security Act of
1974, as amended. Cushman & Wakefield determined the fair market
value of the Assets to be $12,489,100, or $7.65 per Unit. The
liquidating distribution includes all remaining cash of the
Partnership, less net earnings of the Partnership from and after
August 1, 1996 through December 31, 1996, less the Partnership's
actual costs incurred and accrued through the effective time of
filing of the certificate of dissolution, including reasonable
reserves in connection with: (i) the proxy solicitation; (ii) the
Sale (as detailed in the Sale 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 subsequently provided an opinion as to the
fairness of the Transaction to the Limited Partners from a
financial point of view. In its opinion, Cushman & Wakefield
advises that 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 Mr. Jerome J. Brault, the Managing
General Partner of the Partnership, and Brauvin Realty Advisors IV,
Inc., the Corprate General Partner of the Partnership. Mr. Cezar M.
Froelich resigned his position as an Individual General Partner of
the Partnership effective as of 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 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
Messrs. Brault 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.
Although the Special Meeting was held and the necessary
approvals received, the Sale has not been completed primarily due
to the lawsuits that are still pending. The Operating General
Partners believe that these lawsuits are without merit and,
therefore, continue to vigorously defend against them. The
Purchaser is aware of these lawsuits and is nonetheless willing to
proceed with the Sale, subject to the satisfaction of its due
diligence as outlined below.
Following receipt of Limited Partner approval, representatives of
the Purchaser commenced in earnest the finalization of the
Purchaser's financing and its due diligence review of the assets of
the Partnership and those of the Affiliated Partnerships. The due
diligence process has revealed certain concerns relating to
potential environmental problems at some of the properties of the
Affiliated Partnerships. The due diligence review has also raised
questions regarding the interpretation of certain terms in the
leases governing some of the Affiliated Partnerships' properties.
A very significant tenant of the Affiliated Partnerships is
interpreting certain purchase options contained in its leases in a
way that would cause the value of the properties leased by such
tenant to be significantly below the current appraised value.
Members of management of the Partnership and the Affiliated
Partnerships have been working diligently with tne Purchaser to
assess these risks and to resolve them in a way that will allow the
Sale and the related transactions to be consummated without any
changes to the terms or the sale price.
In accordance with the terms of the Sale Agreement, the Operating
General Partners suspended all distributions to Limited Partners,
however, as a result of the unforeseen delays brought about by the
litigation and the due diligence issues highlighted above, the
Operating General Partners felt it was appropriate that an earnings
distribution be made to the Limited Partners. Although the terms
of the Sale Agreement entered into by the Partnership and the
Purchaser provides that the assets being acquired by the Purchaser
in connection with the Sale include all earnings of the Partnership
from and after August 1, 1996, the Purchaser has agreed to allow
the Partnership to make distributions to the Limited Partners of
net earnings for the period from and after January 1, 1997 until
the Sale is consummated. In exchange, the Partnership has agreed
to extend the termination date of the Sale Agreement to June 30,
1997 to allow the Purchaser time to complete its due diligence.
Notwithstanding the extension of the termination date, the
Partnership and the Purchaser continue to work through the due
diligence issues outlined above, with the intent of closing the
Sale as soon as possible. Net earnings accruing after March 31,
1997 through the closing date will be included with the final cash
distribution to the Limited Partners from the Sale.
A distribution of the Partnership's net earnings for the period
January 1, 1997 to March 31, 1997 was made to the Limited Partners
on March 31, 1997 in the amount of approximately $395,400.
Results of Operation - Years Ended December 31, 1996 and 1995
Results of operations for the year ended December 31, 1996
reflected a net loss of $97,221 compared to net income of
$1,203,510 for the year ended December 31, 1995, a decrease of
approximately $1,300,700. The decrease in net income resulted from
an increase in expenses as a result of the Transaction, the
Partnership hiring an independent real estate company to conduct
property valuations and a provision for impairment to adjust the
carrying value of certain real estate to its net realizable value.
The increase in expenses was partially offset by an increase in
interest income.
Total income was $1,560,196 in 1996 as compared to $1,698,451 in
1995, a decrease of approximately $138,300. 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 twelve month period.
Total expenses were $1,595,459 in 1996 as compared to $433,045 in
1995, an increase of approximately $1,162,400. The increase in
expenses is primarily the result of an increase in Transaction
costs of $226,316 due to legal and other professional fees paid or
accrued as a result of the Transaction and a provision for
impairment in the aggregate amount of $857,000 to adjust the value
of real estate for the Volume ShoeSource, Walden Books and CompUSA
properties to their net realizable values. 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 to provide a valuation of the Units to satisfy
the Partnership's requirements under the Employee Retirement Income
Security Act of 1974, as amended.
Results of Operations - Years Ended December 31, 1995 and 1994
Results of operations for the year ended December 31, 1995
reflected net income of $1,203,510 compared to $1,030,281 for the
year ended December 31, 1994, an increase of $173,229. Net income
primarily increased by a decline in the expense category of
acquisition fees not capitalized of approximately $97,000, which
was a result of the Partnership being completely invested by
February 1994. An increase in rental income of approximately
$73,000 also contributed to the increase in net income when
comparing 1995 to 1994. Rental income increased due primarily to
1995 reflecting a full year of operations for the three properties
that the Partnership purchased in 1994.
Results of Operations - Years Ended December 31, 1994 and 1993
Results of operations for 1994 reflected net income of $1,030,281
as compared to $492,617 for 1993. Increase in net income and gross
income were due primarily to 1994 reflecting a full year of
operations for properties acquired during 1993 as well as the
operations of three additional properties acquired in 1994. Other
income of approximately $9,500 represents tenant reimbursements as
a result of the lease associated with the House of Fabrics tenant.
The Partnership used approximately $4,242,000 to acquire properties
in 1994 and became completely invested by February 1994.
Impact of Inflation
The Partnership anticipates that the operations of the
Partnership should not be significantly impacted by inflation. To
offset any potential adverse effects of inflation, the Partnership
has entered into "triple-net" leases with the tenants, making the
tenants responsible for all operating expenses, insurance and real
estate taxes. In addition, several of the leases require
escalations of rent based upon increases in the Consumer Price
Index, scheduled increases in base rents, or tenant sales.
Item 8. Consolidated Financial Statements and Supplementary Data
See Index to Consolidated Financial Statements and Schedule
on Page F-1 of this Form 10-K for consolidated financial statements
and financial statement schedule, where applicable.
The supplemental financial information specified in Item 302
of Regulation S-K is not applicable.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
During the Partnership's two most recent fiscal years, there
have been no changes in, or disagreements with, the accountants.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Partnership
The General Partners of the Partnership are:
Brauvin Realty Advisors IV, Inc., an Illinois corporation
Mr. Jerome J. Brault, individually
Brauvin Realty Advisors IV, Inc. (the "Corporate General
Partner") was formed under the laws of the State of Illinois in
1991, with its issued and outstanding shares being owned by Messrs.
Jerome J. Brault (beneficially)(50%) and Cezar M. Froelich (50%).
The principal officers and directors of the Corporate
General Partner are:
Mr. Jerome J. Brault Chairman of the Board of
Directors, President, Chief
Executive Officer and Director
Mr. B. Allen Aynessazian Treasurer and Chief Financial Officer
Mr. James L. Brault Executive Vice President and Secretary
The business experience during the past five years of the General
Partners, and the officers and directors of the Corprate General
Partner is as follows:
MR. JEROME J. BRAULT (age 63) chairman of the board of directors,
president and chief executive officer of the Corporate General
Partner, as well as a principal shareholder of the Corporate
General Partner. He is a member and manager of Brauvin Real Estate
Funds, L.L.C. Since 1979, he has been a shareholder, president and
a director of Brauvin/Chicago, Ltd. He is an officer, director and
one of the principal shareholders of various Brauvin entities which
act as the general partners of six other publicly registered real
estate programs. He is an officer, director and one of the
principal shareholders of Brauvin Associates, Inc., Brauvin
Management Company, Brauvin Advisory Services, Inc. and Brauvin
Securities, Inc., Illinois companies engaged in the real estate and
securities businesses. He is a director, president and chief
executive officer of Brauvin Net Lease V, Inc. Mr. Brault received
a B.S. in Business from DePaul University, Chicago, Illinois in
1959.
MR. CEZAR M. FROELICH (age 51) is a principal with the Chicago
law firm of Shefsky & Froelich Ltd., which acted as counsel to the
General Partners, the Partnership and certain of their affiliates.
His practice has been primarily in the fields of securities and
real estate and he has acted as legal counsel to various public and
private real estate limited partnerships, mortgage pools and real
estate investment trusts. Mr. Froelich is a shareholder in Brauvin
Management Company and Brauvin Financial Inc. Mr. Froelich
resigned as a director of the Corporate General Partner in December
1994 and as an Individual General Partner effective as of September
17, 1996.
MR. JAMES L. BRAULT (age 36) is a executive vice president and
secretary and is responsible for the overall operations of the
Corporate General Partner and other affiliates of the Corporate
General Partner. He is an officer of Brauvin Real Estate Funds,
L.L.C. He is an officer of various Brauvin entities which act as
the general partners of six other publicly registered real estate
programs. Mr. Brault is executive vice president and assistant
secretary and is responsible for the overall operations of Brauvin
Management Company. He is also an executive vice president and
secretary of Brauvin Net Lease V, Inc. Prior to joining the
Brauvin organization in May 1989, he was a Vice President of the
Commercial Real Estate Division of the First National Bank of
Chicago ("First Chicago"), based in their Washington, D.C. office.
Mr. Brault joined First Chicago in 1983 and his responsibilities
included the origination and management of commercial real estate
loans, as well as the direct management of a loan portfolio in
excess of $150 million. Mr. Brault received a B.A. in Economics
from Williams College, Williamstown, Massachusetts in 1983 and an
M.B.A. in Finance and Investments from George Washington
University, Washington, D.C. in 1987. Mr. Brault is the son of Mr.
Jerome J. Brault.
MR. B. ALLEN AYNESSAZIAN (age 32) is the treasurer and chief
financial officer of the Corporate General Partner and other
affiliates of the Corporate General Partner. He is the chief
financial officer of various Brauvin publicly registered real
estate programs. He is the chief financial officer of Brauvin Net
Lease V, Inc. He is also responsible for the overall financial
accounting of Brauvin Management Company, Brauvin Financial, Inc.
and related partnerships. He is also responsible for the
Partnership's accounting and financial reporting to regulatory
agencies. He joined the Brauvin organization in August 1996.
Prior to that time, he was the chief financial officer of
Giordano's Enterprises, a privately held, 40-restaurant, family-
style pizza chain in the Chicago metropolitan area where he worked
since 1989. While at Giordano's, Mr. Aynessazian was responsible
for all accounting functions, lease negotiations and financings of
new restaurants, equipment and general corporate debt. From 1987
to 1989, Mr. Aynessazian worked in the accounting compliance and
tax department of KPMG Peat Marwick. Mr. Aynessazian is a
certified public accountant.
Item 11. Executive Compensation.
(a & b) The Partnership is required to pay certain fees, make
distributions and allocate a share of the profits and losses of the
Partnership to the Corporate General Partner or its affiliates as
described under the caption "Compensation Table" on pages 14 to 17
of the Prospectus, as supplemented, and "Summary of Limited
Partnership Agreement - Allocations and Distributions to the
Limited Partners" on page 63 of the Prospectus, as supplemented,
and the sections of the Agreement entitled "Distribution of
Operating Cash Flow," "Allocation of Profits, Losses and
Deductions," "Distribution of Net Sales Proceeds" and "Compensation
of General Partners and Their Affiliates" located on pages A-8 to
A-13 of the Agreement, attached as Exhibit A to the Prospectus.
The relationship of the Corporate General Partner (and its
directors and officers) to its affiliates is set forth in Item 10.
Reference is also made to Note 2 of the Notes to the Consolidated
Financial Statements filed with this annual report for a
description of such distributions and allocations.
The General Partners are entitled to receive Acquisition Fees for
services rendered in connection with the selection, purchase,
construction or development by the Partnership of any property
whether designated as real estate commissions, acquisition fees,
finders' fees, selection fees, development fees, non-recurring
management fees, consulting fees, payments for covenants not to
compete, guarantee fees, financing fees or any other similar fees
or commissions, however treated for tax or accounting purposes.
Such Acquisition Fees may not exceed such compensation as is
customarily charged in arm's-length transactions by others
rendering similar services as an ongoing public activity in the
same geographic locale and for comparable properties. The
aggregate Acquisition Fees to be paid to an affiliate of the
General Partners shall not exceed: (a) the lesser of 5% of the
gross proceeds of the Offering; or (b) such compensation as is
customarily charged in arm's-length transactions by others
rendering similar services as an ongoing public activity in the
same geographic locale and for property comparable to the property
to be purchased by the Partnership. To the extent Acquisition Fees
paid to the General Partners, their Affiliates and third parties
would cause the Partnership to invest less than 80% of the gross
proceeds of the Offering in properties, the General Partners and
their Affiliates will return those fees, so as to provide
compliance with paragraph 1, Section M of the Agreement. No such
amount was paid in 1995 as no acquisitions were consummated. An
acquisition fee of $244,503 was paid in 1994. In 1996, an
acquisition fee of $14,837 was paid related to the Bay County
purchase.
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 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 may provide leasing and
re-leasing services to the Partnership in connection with the
management of Partnership's properties. The property management
fee payable to an affiliate of the General Partners shall not
exceed the lesser of: (I) fees which are competitive for similar
services in the geographical area where the properties are located;
or (ii) 1% of the gross revenues of each Partnership property.
Property management fees of $14,217, $16,428, and $14,996 were paid
in 1996, 1995 and 1994, respectively.
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 shall 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 shall be subordinated to
receipt by the Limited Partners of their Current Preferred Return,
as defined in the Agreement. No real estate sales commission was
paid in 1994, 1995 or 1996. In addition, should the Sale be
consummated, affiliates of the General Partner will not receive a
real estate brokerage commission.
(c, d, e & f) Not applicable.
(g) The Partnership has no employees and pays no
employee or director compensation.
(h, I) Not applicable.
(j) Compensation Committee Interlocks and Insider
Participation. Since the Partnership has no
employees, it did not have a compensation committee
and is not responsible for the payment of any
compensation.
(k) Not applicable.
(l) Not applicable.
The following is a summary of all fees, commissions and other
expenses paid or payable to the General Partners or their
affiliates for the years ended December 31, 1996, 1995 and 1994:
1996 1995 1994
Acquisition fees $14,837 $ -- $244,503
Selling commissions 4,098 16,155 15,060
Management fees 14,217 16,428 14,996
Reimbursable operating
expense 86,443 61,973 57,835
Legal fees 3,958 4,885 46,955
Transaction costs 5,626 -- --
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) No person or group is known by the Partnership to own
beneficially more than 5% of the outstanding Units.
(b) None of the officers and directors of the Corporate General
Partner of the Partnership purchased Units.
(c) Other than as described in the Proxy, the Partnership is
not aware of any arrangements, which may result in a change
in control of the Partnership.
No officer or director of the Corporate General Partner possesses
a right to acquire beneficial ownership of Units. The General
Partners of the Partnership will share in the profits, losses and
distributions of the Partnership as outlined in Item 11, "Executive
Compensation."
Item 13. Certain Relationships and Related Transactions.
(a & b) The Partnership is entitled to engage in various
transactions involving affiliates of the Corporate General Partner,
as described under the captions "Compensation Table" and "Conflicts
of Interest" at pages 14 to 17 and 17 to 20, respectively, of the
Prospectus, as supplemented, and the section of the Agreement
entitled "Rights, Duties and Obligations of General Partners" at
pages A-15 to A-18 of the Agreement. The relationship of the
Corporate General Partner to its affiliates is set forth in Item
10. Cezar M. Froelich is a principal of the law firm of Shefsky &
Froelich Ltd., which firm acted as securities and real estate
counsel to the Partnership and as counsel to the Corporate General
Partner and certain of its affiliates.
(c) No management persons are indebted to the Partnership.
(d) There have been no significant transactions with promoters.
PART IV
Item 14. Exhibits, Consolidated Financial Statements and Schedule,
and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
(1) (2) Consolidated Financial Statements and
Schedule indicated in Part II, Item 8
"Consolidated Financial Statements and
Supplementary Data." See Index to
Consolidated Financial Statements and
Schedule on page F-1 of Form 10-K.
(3) Exhibits required by the Securities and Exchange
Commission Regulation S-K, Item 601:
(10)(d) First Amendment and Waiver to the Agreement for
Purchase and Sale of Assets.
(21) Subsidiary of the Registrant.
(27) Financial Data Schedule.
The following exhibits are incorporated by reference from the
Registrant's Registration Statement (File No. 33-42327) on Form
S-11 filed under the Securities Act of 1933, as amended:
Exhibit No. Description
3.(a) Restated Limited Partnership Agreement.
3.(b) Articles of Incorporation of Brauvin Realty
Advisors IV, Inc.
3.(c) By-Laws of Brauvin Realty Advisors IV, Inc.
3.(d) Amendment to the Certificate of Limited Partnership
of the Partnership.
10.(a) Escrow Agreement.
(b) Form 8-K. On November 8, 1996, the vote of the Limited
Partners was taken and resulted in approval of the Sale
per the terms of the Proxy. This Form 8-K was dated and
filed on November 8, 1996.
(c) An annual report for the fiscal year 1996 will be sent
to the Limited Partners subsequent to this filing.
The following exhibits are incorporated by reference to the
Registrant's fiscal year ending December 31, 1994 Form 10-K (File
No. 0-21536):
Exhibit Description
(10)(b)(1) Management Agreement.
(28) Pages 14-20, 63, 73 and 74 of the Partnership's
Prospectus dated December 12, 1991, as supplemented,
pages A-8 to A-13 and A-15 to A-18 of the Agreement.
The following exhibits are incorporated by reference to the
Registrant's definitive proxy statement dated August 23, 1996(File
No. 0-17557):
Exhibit No. Description
(10)(c) Agreement for Purchase and Sale of Assets.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
BY: Brauvin Realty Advisors IV, Inc.
Corporate General Partner
By: /s/ Jerome J. Brault
Jerome J. Brault
Chairman of the Board of
Directors, President and
Chief Executive Officer
By: /s/ James L. Brault
James L. Brault
Executive Vice President and
Secretary
By: /s/ B. Allen Aynessazian
B. Allen Aynessazian
Chief Financial Officer and
Treasurer
INDIVIDUAL GENERAL PARTNERS
/s/ Jerome J. Brault
Jerome J. Brault
DATED: 4/10/97
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
Page
Independent Auditors' Report. . . . . . . . . . . . . . . . . . F-2
Consolidated Financial Statements:
Consolidated Balance Sheets, December 31, 1996 and 1995 . . . F-3
Consolidated Statements of Operations, for the years ended
December 31, 1996, 1995 and 1994 . . . . . . . . . . . . . . F-4
Consolidated Statements of Partners' Capital, for the years
ended December 31, 1996, 1995 and 1994 . . . . . . . . . . . F-5
Consolidated Statements of Cash Flows, for the years ended
December 31, 1996, 1995 and 1994 . . . . . . . . . . . . . . F-6
Notes to Consolidated Financial Statements. . . . . . . . . . F-7
Schedule III - Real Estate and Accumulated Depreciation,
December 31, 1996. . . . . . . . . . . . . . . . . . . . . . . F-25
All schedules provided for in Item 14(a)(2) of Form 10-K are
either not required, not applicable or immaterial.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners
Brauvin Corporate Lease Program IV L.P.
Chicago, Illinois
We have audited the accompanying consolidated balance sheets of Brauvin
Corporate Lease Program IV L.P. (a limited partnership) and subsidiary
as of December 31, 1996 and 1995, and the related consolidated
statements of operations, partners' capital, and cash flows for each of
the three years in the period ended December 31, 1996. Our audits also
included the financial statement schedule listed in the Index to
Consolidated Financial Statements and Schedule on page F-1. These
consolidated financial statements and the financial statement schedule
are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these consolidated financial
statements and the financial statement schedule 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 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, such consolidated financial statements present fairly,
in all material respects, the financial position of Brauvin Corporate
Lease Program IV L.P. and its subsidiary at December 31, 1996 and 1995,
and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1996 in conformity with
generally accepted accounting principles. Also, in our opinion, such
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
February 10, 1997
(April 2, 1997 as to Note 7)
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
CONSOLIDATED BALANCE SHEETS
December 31, December 31,
1996 1995
ASSETS
Investment in real estate, (Note 5):
Land $ 3,991,040 $ 4,315,540
Buildings and improvements 9,460,590 9,993,090
13,451,630 14,308,630
Less: Accumulated depreciation (902,615) (638,479)
Net investment in real estate 12,549,015 13,670,151
Investment in Brauvin Bay County
Venture (Note 6) 259,104 --
Cash and cash equivalents 753,655 711,167
Tenant receivables 325 --
Deferred rent receivable 333,099 241,119
Due from affiliates -- 7,627
Prepaid offering costs 175,163 175,983
Organization costs (net of accumulated
amortization: 1996-$28,000;1995-$22,000) 2,000 8,000
Other assets 37,483 36,901
Total Assets $14,109,844 $14,850,948
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Accounts payable and accrued expenses $ 50,054 $ 33,660
Rent received in advance 47,146 67,205
Total Liabilities 97,200 100,865
MINORITY INTERESTS IN BRAUVIN
GWINNETT COUNTY VENTURE 702,443 711,056
PARTNERS' CAPITAL:
General Partners 10,794 10,794
Limited Partners 13,299,407 14,028,233
Total Partners' Capital 13,310,201 14,039,027
Total Liabilities and Partners' Capital $14,109,844 $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 years ended December 31, 1996, 1995 and 1994
1996 1995 1994
INCOME:
Rental (Note 4) $1,491,109 $1,643,736 $1,571,077
Interest 33,608 31,777 37,754
Other 35,479 22,938 13,865
Total income 1,560,196 1,698,451 1,622,696
EXPENSES:
General and administrative 182,087 146,480 164,081
Management fees (Note 3) 14,217 16,428 14,996
Amortization of organization costs 6,000 6,000 6,000
Depreciation 264,136 264,137 254,972
Valuation fees 45,703 -- --
Transaction costs (Note 7) 226,316 -- --
Loss on impairment (Note 5) 857,000 -- --
Acquisition fees not capitalized -- -- 97,334
Total expenses 1,595,459 433,045 537,383
(Loss) income before minority and equity
interests in joint venture (35,263) 1,265,406 1,085,313
Minority interest share in
Brauvin Gwinnett County Venture's
net income (62,906) (61,896) (55,032)
Equity interest in Brauvin Bay
County Venture 948 -- --
Net (loss) income $ (97,221) $1,203,510 $1,030,281
Net (loss) income allocated to
the Limited Partners $ (97,221) $1,203,510 $1,030,281
Net (loss) income per Unit
outstanding (a) $ (0.06) $ 0.74 $ 0.64
(a) Net (loss) income per Unit was based on the average Units outstanding
during the year 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 PARTNERS' CAPITAL
For the years ended December 31, 1996, 1995 and 1994
General Limited
Partners Partners* Total
Balance, January 1, 1994 $ 10,794 $14,065,840 $14,076,634
Contributions, net -- 92,094 92,094
Subscription receivables -- 78,500 78,500
Selling commissions and
other offering costs -- (18,072) (18,072)
Net income -- 1,030,281 1,030,281
Cash distributions -- (1,244,736) (1,244,736)
Balance, December 31, 1994 10,794 14,003,907 14,014,701
Contributions, net -- 136,937 136,937
Selling commissions and
other offering costs -- (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 -- (4,918) (4,918)
Net loss -- (97,221) (97,221)
Cash distributions -- (632,669) (632,669)
Balance, December 31, 1996 $10,794 $13,299,407 $13,310,201
* Total Units outstanding, including those raised through the Plan, at
December 31, 1996, 1995 and 1994 were 1,632,510, 1,631,872 and
1,617,478, respectively. Cash distributions to Limited Partners per
Unit were approximately, $0.39, $0.80 and $0.77 for the years ended
December 31, 1996, 1995 and 1994, respectively. Cash distributions to
Limited Partners per Unit are based on the average Units outstanding
during the year 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 years ended December 31, 1996, 1995 and 1994
1996 1995 1994
Cash flows from operating activities:
Net (loss) income $ (97,221) $1,203,510 $1,030,281
Adjustments to reconcile
net(loss)income to net cash
provided by operating activities:
Depreciation and amortization 270,136 270,137 260,972
Provision for impairment 857,000 -- --
Acquisition fees not capitalized -- -- 97,334
Minority interests in Brauvin Gwinnett
County Venture's net income 62,906 61,896 55,032
Equity interest in Brauvin Bay
County Venture's net income (948) -- --
(Increase) decrease in tenant
receivable (325) 40,587 (40,587)
Increase in deferred rent receivable (91,980) (97,631) (124,377)
Decrease (increase) in due from
affiliates 7,627 6,503 (9,601)
(Increase) decrease in other assets (582) (36,351) 37,022
Increase (decrease) in accounts payable
and accrued expenses 16,394 (69,701) (62,809)
(Decrease) increase in rent
received in advance (20,059) 17,199 44,006
Decrease in due to affiliates -- (802) (16,499)
Net cash provided by operating
activities 1,002,948 1,395,347 1,270,774
Cash flows from investing activities:
Purchase of real estate -- -- (4,242,122)
Investment in Brauvin Bay County
Venture (258,156) -- --
Acquisition fees not capitalized -- -- (97,334)
Cash used in investing activities (258,156) -- (4,339,456)
Cash flows from financing activities:
Sale of Units, net of liquidations, selling
commissions and other offering costs 1,884 120,782 155,534
Organization costs and offering costs -- -- (4,701)
Cash distributions to Limited Partners (632,669) (1,296,726) (1,244,736)
Cash distribution to minority interests
in Brauvin Gwinnett County Venture (71,519) (77,480) (71,521)
Net cash used in financing activities (702,304) (1,253,424) (1,165,424)
Net increase (decrease) in cash and
cash equivalents 42,488 141,923 (4,234,106)
Cash and cash equivalents at beginning
of year 711,167 569,244 4,803,350
Cash and cash equivalents at
end of year $ 753,655 $ 711,167 $ 569,244
See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 1996, 1995 and 1994
(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 Messrs. Brault (beneficially)(50%) and Cezar M. Froelich
(50%). Mr. Froelich resigned as a director of the Corporate
General Partner in December 1994 and 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 December 31, 1996, 1995 and
1994, the Partnership has sold $16,443,810, $16,402,428 and
$16,240,804 of Units, respectively. These totals include $435,100,
$394,118 and $232,494 of Units, respectively, raised by Limited
Partners who utilized their distributions of Operating Cash Flow to
purchase additional Units through the Partnership's distribution
reinvestment plan (the "Plan"). Units valued at $118,706, $83,706
and $58,540 have been repurchased by the Partnership from Limited
Partners liquidating their investment in the Partnership and have
been retired as of December 31, 1996, 1995, and 1994, respectively.
As of December 31, 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% and 24.0% equity interest in two joint ventures with three
entities affiliated with the Partnership. These ventures own the
land and building underlying a CompUSA store and a Blockbuster
Video 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 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 building 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 Joint Venture
The Partnership owns a 24% equity interest in a joint venture,
Brauvin Bay County Venture, which owns one Blockbuster Video store.
The accompanying financial statements include the investment in
Brauvin Bay County Venture using the equity method of accounting.
Investment in Real Estate
At December 31, 1996 the Partnership has classified its real
estate investments as held for sale in recognition of the proposed
transaction (See Note 7), and the properties are stated at the
lower of cost including acquisition costs, or net realizable value.
At December 31, 1995, 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 and Long-Lived Assets to be Disposed Of" (SFAS
121). In 1996, the Partnership engaged Cushman & Wakefield
Valuation Advisory Services to prepare an appraisal of the
Partnership's properties. As a result of the reclassification of
the real estate investments to be held for sale, and based upon
this appraisal, the Partnership recorded a provision for the
impairment of assets of $857,000 (See Note 5).
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, and 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. Prior to the
commencement of the Partnership's proxy solicitation (See Note 7),
gross proceeds were expected to increase due to the purchase of
additional Units through the Plan and the prepaid offering costs
would 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 December 31, 1996 and
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 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; tenant
receivables; due from affiliates; accounts payable and accrued
expenses and rent received in advance.
(2) PARTNERSHIP AGREEMENT
Distributions
All Operating Cash Flow, as defined in 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.
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 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 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 General Partners 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 years ended December 31,
1996, 1995 and 1994 were as follows:
1996 1995 1994
Acquisition fees $14,837 $ -- $244,503
Selling commissions 4,098 16,155 15,060
Management fees 14,217 16,428 14,996
Reimbursable operating
expense 86,443 61,973 57,835
Legal fees 3,958 4,885 46,955
Transaction costs 5,626 -- --
(4) LEASES
The Partnership's rental income is principally obtained from
tenants through rental payments provided under triple-net
noncancelable operating leases. The leases provide for a base
minimum annual rent and increases in rent such as through
participation in gross sales above a stated level.
The following is a schedule of noncancelable future minimum
rental payments due to the Partnership under operating leases of
Partnership properties as of December 31, 1996:
Year Ending December 31:
1997 $ 1,374,878
1998 1,393,172
1999 1,444,335
2000 1,459,428
2001 1,489,471
Thereafter 10,283,658
$17,444,942
Additional rent based on percentages of tenant sales increases
was $18,877 and $21,620 in 1996 and 1995, respectively.
(5) PROVISION FOR IMPAIRMENT
During the fourth quarter of 1996, the Partnership recorded a
provision for impairment of $857,000 to adjust the carrying values
of real estate for the Volume ShoeSource ($356,400), the Walden
Books Store ($303,600) and the investment in the Brauvin Gwinnett
County Venture ($197,000) to their estimated net realizable values.
This provision for impairment has been recorded as a reduction of
each property's cost, and allocated to the land and building based
on the original acquisition percentages.
(6) INVESTMENT IN JOINT VENTURE
The Partnership owns an equity interest in the Brauvin Bay County
Venture and reports its investment on the equity method. The
following are condensed financial statements for the Brauvin Bay
County Venture:
BRAUVIN BAY COUNTY VENTURE
December 31, 1996
Land and buildings, net $1,069,277
Other assets 13,531
$1,082,808
Liabilities $ 1,155
Partners' capital 1,081,653
$1,082,808
Period from
October 31, 1996
(inception) to
December 31,
1996
Rental income $18,502
Expenses:
Depreciation 2,898
Management fees 191
Operating and
administrative 11,463
14,552
Net income $ 3,950
(7) SALE OF PROPERTIES AND LITIGATION
Sale of Properties
Pursuant to the terms of an agreement of purchase and sale of
assets dated as of June 14, 1996, as amended March 24, 1997 (the
"Sale Agreement"), the Partnership proposes to sell substantially
all of the Partnership's properties (the "Assets") to Brauvin Real
Estate Funds L.L.C., a Delaware limited liability company
affiliated with certain of the General Partners (the "Purchaser"),
for a purchase price of $12,489,100, in cash, which is
approximately $7.65 per Unit. If certain conditions of the
Transaction are met, the Partnership will be liquidated and 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 Limited Partners will receive a liquidating distribution of
approximately $8.44 to $8.73 per Unit. The Limited Partners
holding a majority of the Units approved the Sale on November 8,
1996. In approving the Sale, the Limited Partners also approved
the adoption of an amendment to the Agreement, to allow the
Partnership to sell or lease property to affiliates (this
amendment, together with the Sale shall be referred to herein as
the "Transaction").
The sale price to be paid to the Limited Partners in connection
with the Sale is based on the fair market value of the Assets of
the Partnership which has been determined by Cushman & Wakefield
Valuation Advisory Services ("Cushman & Wakefield"), an independent
appraiser, the largest real estate valuation and consulting
organization in the United States, was engaged by the Partnership
to prepare an appraisal of the Assets, to satisfy the Partnership's
requirements under the Employee Retirement Income Security Act of
1974, as amended. Cushman & Wakefield determined the fair market
value of the Assets to be $12,489,100, or $7.65 per Unit. The
liquidating distribution also includes all remaining cash of the
Partnership, less net earnings of the Partnership from and after
August 1, 1996 through December 31, 1996, less the Partnership's
actual costs incurred and accrued through the effective time of
filing of the certificate of dissolution, including reasonable
reserves in connection with: (i) the proxy solicitation; (ii) the
Sale (as detailed in the Sale 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.
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.
The Sale has not been completed primarily due to certain
litigation, as described below, that is still pending. The
Operating General Partners (as defined below) believe that these
lawsuits are without merit and, therefore, continue to vigorously
defend against them. The Purchaser is aware of these lawsuits and
is nonetheless willing to proceed with the Sale, subject to the
satisfaction of its due diligence as outlined below.
Following receipt of Limited Partner approval, the Purchaser
commenced the finalization of the Purchaser's financing and its due
diligence review of the assets of the Partnership and those of the
Affiliated Partnerships (as defined below). The due diligence
process has revealed certain concerns relating to potential
environmental problems at some of the properties of the Affiliated
Partnerships. The due diligence review has also raised questions
regarding the interpretation of certain terms in the leases
governing some of the Affiliated Partnerships' properties. A very
significant tenant of the Affiliated Partnerships is interpreting
certain purchase options contained in its leases in a way that
would cause the value of the properties leased by such tenant to be
significantly below the current appraised value. Members of
management of the Partnership and the Affiliated Partnerships have
been working diligently with the Purchaser to assess these risks
and to resolve them in a way that will allow the Sale and the
related transactions to be consummated without any changes to the
terms or the sale price.
In accordance with the terms of the Sale Agreement, the Operating
General Partners suspended all distributions to Limited Partners,
however, as a result of the unforeseen delays brought about by the
litigation and the due diligence issues highlighted above, the
Operating General Partners felt it was appropriate that an earnings
distribution be made to the Limited Partners. Although the terms
of the Sale Agreement entered into by the Partnership and the
Purchaser provide that the Assets being acquired by the Purchaser
in connection with the Sale include all earnings of the Partnership
from and after August 1, 1996, the Purchaser has agreed to allow
the Partnership to make distributions to the Limited Partners of
net earnings for the period from and after January 1, 1997 until
the Sale is consummated. In exchange, the Partnership has agreed
to extend the termination date of the Sale Agreement to June 30,
1997 to allow the Purchaser time to complete its due diligence.
Notwithstanding the extension of the termination date, the
Partnership and the Purchaser continue to work through the due
diligence issues outlined above, with the intent of closing the
sale as soon as possible.
A distribution of the Partnership's net earnings for the period
January 1, 1997 to March 31, 1997 was made to the Limited Partners
on March 31, 1997 in the amount of approximately $597,600. Net
earnings accruing after March 31, 1997 through the closing date
will be included with the final cash distribution to the Limited
Partners from the Sale.
Litigation
Two legal actions, as hereinafter described, were filed against
certain of the General Partners of the Partnership and affiliates
of such General Partners, as well as against the Partnership on a
nominal basis in connection with the Sale. Each of these actions
was brought by limited partners of the Partnership. The
Partnership and the named 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., Brauvin 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 and the
Affiliated Partnerships are each named as a "Nominal Defendant" in
this 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 the
corporate general partners of 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
Agreement, and civil racketeering. The amended complaint seeks
injunctive relief, as well as compensatory and punitive damages,
relating to the proposed transactions 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. There have been no material
developments with respect to this lawsuit since October 8, 1996.
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. and Brauvin High Yield Fund L.P., Brauvin
High Yield Fund L.P. II, Brauvin Income Plus L.P. III, and Brauvin
Corporate Lease Program IV L.P., Docket No. 96C6025. The
Partnership and the Affiliated Partnerships are each named as a
"Nominal Defendant" in the lawsuit. Jerome J. Brault and the
Corporate General Partner of the Partnership, as well as the
corporate general partners of the 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 Agreement, and violation of the Illinois Deceptive Trade
Practices Act. The amended complaint seeks injunctive relief, as
well as compensatory and punitive damages, relating to the proposed
transaction with the Purchaser.
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 Law 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 transactions 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 Law
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 October
11, 1996, Operating General Partners filed a counterclaim against
plaintiffs and their counsel, The Mills Law Firm, alleging that
plaintiffs and The Mills Law Firm violated the federal securities
laws and proxy rules by sending their September 27, 1996 letter to
the Limited Partners. The plaintiffs and The Mills Law Firm have
moved to dismiss this counterclaim. The District Court has taken
this motion under advisement and has yet to issue a ruling.
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 Law Firm's September 27, 1996 letter. In that evidentiary
hearing, The Mills Law Firm admitted that it violated the proxy
rules by sending its September 27, 1996 letter to the Limited
Partners without filing such letter with the Commission in
violation of the Commission's 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 Law
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 Law
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
Seventh Court of Appeals subsequently dismissed this appeal on the
grounds that the appeal was rendered moot by the Limited Partners'
approval on November 8, 1996 of the Sale.
On October 16, 1996 and on November 6, 1996, the parties filed
cross-motions for partial summary judgement addressing the
allegation in plaintiffs' amended complaint that the Agreement does
not allow the Limited Partners to vote in favor of or against the
proposed transaction with the Purchaser by proxy. These cross-
motions for partial summary judgement were taken under advisement
by the District Court, and the District Court has yet to issue a
ruling.
On April 2, 1997, the Court granted plaintiffs' leave to again
amend their complaint. In their second amended complaint,
plaintiffs have named the Partnership as a "Nominal Defendant."
Plaintiffs have also added a new claim, alleging that the Operating
General Partners violated certain of the Commission's rules by
making false and misleading statements in the Proxy. Plaintiffs
also allege that the Operating General Partners breached their
fiduciary duties, breached various provisions of the Agreement,
violated the Illinois Deceptive Trade Practice Act, and violated
section 17-305 of the Delaware Revised Uniform Limited Partnership
Act. The Operating General Partners deny those allegations and
will continue to vigorously defend against these claims.
Pursuant to the Agreement and Delaware law, the Partnership will
advance to the defendants their defense costs. The Corporate
General Partner has agreed to repay the Partnership for the
advances if it is ever determined that the parties were not
entitled to receive the advances. No estimate can reasonably be
made at this time of any potential liability from the litigation or
the costs of defense.
<PAGE>
<TABLE>
SCHEDULE III
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
<CAPTION> Gross Amount at Which Carried
Initial Cost at Close of Period
Buildings Cost of Buildings
and Subsequent and Accumulated Date
Description Encumbrances (c) Land Improvements Improvements Land Improvements Total(a) Deprec. (b) Acquired
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Steak n' Shake $0 $ 427,872 $ 618,525 $0 $ 427,872 $ 618,525 $ 1,046,397 $ 81,897 5/92
Children's World
Learning Center 0 123,962 325,827 0 123,962 325,827 449,789 56,782 8/92
Chuck E. Cheese's 0 224,335 976,601 0 224,335 976,601 1,200,936 88,561 4/93
Chuck E. Cheese's 0 153,722 864,307 0 153,722 864,307 1,018,029 100,067 4/93
Mrs. Winner's
Chicken & Biscuit 0 278,340 363,983 0 278,340 363,983 642,323 36,877 5/93
House of Fabrics 0 344,393 1,167,573 0 344,393 1,167,573 1,511,966 101,956 7/93
Volume Shoesource Store 0 766,724 954,704 0 608,024 757,004 1,365,028 80,354 9/93
CompUSA Store 0 663,681 1,811,959 0 591,481 1,687,159 2,278,640 144,881 11/93
East Side Mario's 0 538,257 976,254 0 538,257 976,254 1,514,511 72,924 1/94
Blockbuster Video Store 0 248,168 708,162 0 248,168 708,162 956,330 50,663 2/94
Walden Books Store 0 546,086 1,225,195 0 452,486 1,015,195 1,467,681 87,653 2/94
$0 $4,315,540 $9,993,090 $0 $3,991,040 $9,460,590 $13,451,630 $902,615
<FN>
<F1>
NOTES:
(a) The cost of this real estate is $14,308,630 for tax purposes (unaudited). The buildings are depreciated over
approximately 39 years using the straight line method. The properties were constructed between 1969 and 1993.
(b) The following schedule summarizes the changes in the Partnership's real estate and accumulated depreciation balances:
</FN>
<CAPTION>
Real estate 1996 1995 1994
<S> <C> <C> <C>
Balance at beginning of year $14,308,630 $14,308,630 $10,066,508
Deductions - land and building (d) (857,000) -- --
Additions - land and building -- -- --
Balance at end of year $13,451,630 $14,308,630 $10,066,508
Accumulated depreciation
Balance at beginning of year $ 638,479 $ 374,342 $ 119,370
Provision for depreciation 264,136 264,137 254,972
Balance at end of year $ 902,615 $ 638,479 $ 374,342
<FN>
<F2>
(c) Encumbrances - Brauvin Corporate Lease Program L.P. IV did not borrow cash in order to purchase its properties. 100%
of the land and buildings were paid for with funds contributed by the Limited Partners.
(d) Amount reflects provision for impairment on land and building based on the original aquisition percentages for the
Volume ShoeSource store ($356,400), the Walden Books store ($303,600) and the CompUSA store ($197,000).
</FN>
</TABLE>
<PAGE>
EXHIBITS
TO
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED
DECEMBER 31, 1996
<PAGE>
EXHIBIT INDEX
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
FORM 10-K
For the year ended December 31, 1996
Exhibit (10)(d) First Amendment and Waiver to Agreement for
Purchase and Sale of Assets
Exhibit (21) Subsidiary of the Registrant
Exhibit (27) Financial Data Schedule
<PAGE>
EXHIBIT (10) (d)
FIRST AMENDMENT AND WAIVER
to
AGREEMENT FOR PURCHASE AND SALE OF ASSETS
This Amendment and Waiver (the "Amendment") is made and entered
into as of March 24, 1997, by and between BRAUVIN CORPORATE LEASE
PROGRAM IV L.P., a Delaware limited partnership (the "Brauvin
Partnership") and BRAUVIN REAL ESTATE FUNDS, L.L.C., a Delaware
limited liability company (the "Acquiring Company").
R E C I T A L S
WHEREAS, the Brauvin Partnership and the Acquiring Company have
entered into an Agreement for Purchase and Sale of Assets, dated as
of June 14, 1996 (the "Asset Purchase Agreement");
WHEREAS, the assets being purchased by the Acquiring Company
include all earnings of the Brauvin Partnership from and after
August 1, 1996;
WHEREAS, unforeseen events have led to the delay in the
consummation of the Transaction contemplated by the Asset Purchase
Agreement;
WHEREAS, the Brauvin Partnership has requested that certain
funds constituting earnings accrued after August 1, 1996 and
currently being held by the Brauvin Partnership be released to the
limited partners of the Brauvin Partnership;
WHEREAS, the Acquiring Company has agreed to allow for the
release of certain funds on the condition that the Brauvin
Partnership agree to extend the Termination Date as set forth in
the Asset Purchase Agreement; and
WHEREAS, as a result of the foregoing, the Brauvin Partnership
and the Acquiring Company desire to amend the Asset Purchase
Agreement in certain respects and to waive certain provisions
thereof as set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties agree as follows, each
intending to be legally bound as and to the extent herein provided.
1. Definitions. Capitalized terms used but not otherwise
defined herein are used herein as defined in the Asset Purchase
Agreement. Each reference in the Asset Purchase Agreement to
"Asset Purchase Agreement," "this Agreement" or words of like
import, shall, unless the context otherwise requires, be deemed to
refer to the Asset Purchase Agreement as amended hereby.
2. Amendments.
(a) The definition of "Brauvin GP" as set forth in Section
10.2 of the Asset Purchase Agreement is hereby deleted and restated
in its entirety as follows:
"'Brauvin GP' means, collectively, Brauvin Realty
Advisors IV, Inc., an Illinois corporation, and Jerome J.
Brault."
(b) The definition of "Brauvin Value" as set forth in Section
10.2 of the Asset Purchase Agreement is hereby deleted and restated
in its entirety as follows:
"'Brauvin Value' means an amount which is equal to the
difference between (i) the fair market value of the Brauvin
Partnership's real estate related assets, including the value
of the Brauvin Partnership's interest, if any, in joint
ventures owning real estate (as determined by Cushman &
Wakefield or other independent appraiser) and (ii) the sum of
(A) the liabilities of the Brauvin Partnership existing as of
the Effective Time to the extent constituting the Assumed
Liabilities and (B) the earnings of the Brauvin Partnership
from August 1, 1996 through December 31, 1996."
(c) The definition of "Termination Date" as set forth in
Section 10.2 of the Asset Purchase Agreement is hereby deleted and
restated in its entirety as follows:
"'Termination Date' means June 30, 1997."
3. Waiver.
(a) In connection with the amendment set forth in Section
2(b) above, the Acquiring Company waives compliance with Section
8.3.7 of the Asset Purchase Agreement to allow the Brauvin
Partnership to make distributions of earnings with respect to
Units, for earnings received from and after January 1, 1997 through
the Effective Time.
(b) The Acquiring Company acknowledges that it has been fully
informed of certain actions, suits and proceedings that have been
commenced against the Brauvin Partnership and certain of its
Affiliates seeking to restrain in certain material respects the
Transaction and seeking material damages in connection therewith.
The absence of such actions, suits and proceedings is a condition
precedent to the obligations of the Acquiring Company as set forth
in Section 8.3.3 of the Asset Purchase Agreement. The Acquiring
Company hereby waives compliance with Section 8.3.3 of the Asset
Purchase Agreement with respect to such actions, suits and
proceedings that have been brought as of the date hereof.
No other waiver of any other filings or other term or condition of
the Asset Purchase Agreement, express or implied, should be
inferred from the foregoing waivers.
4. Construction. The Article and Section headings of this
Amendment are for convenience of reference only and do not form a
part hereof and do not in any way modify, interpret or construe the
intentions of the parties.
5. Effectiveness. The effectiveness of this Amendment is
subject to receipt by the parties hereto of counterparts of this
Amendment executed by each party (whether on the same or different
counterparts).
6. Binding Amendment. This Amendment shall be binding upon
and inure to the benefit of the parties and their respective
successors and permitted assigns.
7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, AND NOT THE LAW OF
CONFLICTS, OF THE STATE OF ILLINOIS.
8. Counterparts. This Amendment may be executed in one or
more counterparts, and all such counterparts shall constitute one
and the same instrument.
[Signatures on following page.]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first above written.
Brauvin Partnership:
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.,
a Delaware limited partnership
By: Brauvin Realty Advisors IV, Inc.,
an Illinois corporation
Its: Corporate General Partner
By: /s/ Jerome J. Brault
Its: President
Acquiring Company:
BRAUVIN REAL ESTATE FUNDS, L.L.C.,
a Delaware limited liability company
By: Brauvin Realty Estate Funds, Inc.,
an Illinois corporation
Its: Manager
By: /s/ James L. Brault
Its: President
<PAGE>
Exhibit 21
Name of Subsidiary State of Formation
Brauvin Gwinnett County Venture Illinois
Brauvin Bay County Venture Illinois
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 753,655
<SECURITIES> 259,104 <F1>
<RECEIVABLES> 333,424
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 13,451,630 <F2>
<DEPRECIATION> 902,615
<TOTAL-ASSETS> 14,109,844
<CURRENT-LIABILITIES> 0
<BONDS> 702,443 <F3>
0
0
<COMMON> 13,310,201 <F4>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 14,109,844
<SALES> 0
<TOTAL-REVENUES> 1,560,196 <F5>
<CGS> 0
<TOTAL-COSTS> 1,595,459 <F6>
<OTHER-EXPENSES> 61,958 <F7>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (97,221)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> "SECURITIES" REPRESENTS INVESTMENTS IN JOINT VENTURE
<F2> "PP&E" REPRESENTS INVESTMENT IN REAL ESTATE [LAND AND
BUILDING]
<F3> "BONDS" REPRESENTS MINORITY INTEREST IN JOINT VENTURE
<F4> "COMMON" REPRESENTS TOTAL PARTNERS CAPITAL
<F5> "TOTAL REVENUES" REPRESENTS RENTAL, INTEREST, AND OTHER
INCOME
<F6> "TOTAL COSTS" REPRESENTS TOTAL EXPENSES
<F7> "OTHER EXPENSES" REPRESENTS MINORITY INTEREST IN JOINT
VENTURES' NET INCOME
</FN>
</TABLE>