<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 1997
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number 0-21536
Brauvin Corporate Lease Program IV L. P.
(Exact name of registrant as specified in its charter)
Delaware 36 -3800611
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 South Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
(312) 443-0922
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No .
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BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
INDEX
Page
PART I Financial Information
Item 1. Consolidated Financial Statements . . . . . . . . . 3
Consolidated Balance Sheets at September 30, 1997
and December 31, 1996. . . . . . . . . . . . . . . . 4
Consolidated Statements of Operations for the
nine months ended September 30, 1997 and 1996. . . . 5
Consolidated Statements of Operations for the
three months ended September 30, 1997 and 1996 . . . 6
Consolidated Statements of Partners' Capital for
the periods January 1, 1996 to September 30, 1997. . 7
Consolidated Statements of Cash Flows for the
nine months ended September 30, 1997 and 1996. . . . 8
Notes to Consolidated Financial Statements . . . . . 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . 30
PART II Other Information
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . 41
Item 2. Changes in Securities . . . . . . . . . . . . . . . 46
Item 3. Defaults Upon Senior Securities . . . . . . . . . . 46
Item 4. Submissions of Matters to a Vote of Security Holders 46
Item 5. Other Information . . . . . . . . . . . . . . . . . 46
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 46
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . 47
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements.
Except for the December 31, 1996 Consolidated Balance Sheet, the
following Consolidated Balance Sheet as of September 30, 1997,
Consolidated Statements of Operations for the nine months ended
September 30, 1997 and 1996, Consolidated Statements of Operations
for the three months ended September 30, 1997 and 1996,
Consolidated Statements of Partners' Capital for the periods
January 1, 1996 to September 30, 1997 and Consolidated Statements
of Cash Flows for the nine months ended September 30, 1997 and 1996
for Brauvin Corporate Lease Program IV L.P. (the "Partnership") are
unaudited and have not been examined by independent public
accountants but reflect, in the opinion of the management, all
adjustments necessary to present fairly the information required.
All such adjustments are of a normal recurring nature.
These consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the Partnership's 1996 Annual Report on Form
10-K.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1997 1996
ASSETS
Investment in real estate, (Note 4):
Land $3,991,040 $3,991,040
Buildings and improvements 9,460,590 9,460,590
13,451,630 13,451,630
Less: Accumulated depreciation (1,090,707) (902,615)
Net investment in real estate 12,360,923 12,549,015
Investment in Brauvin Bay County
Venture (Note 5) 253,382 259,104
Cash and cash equivalents 987,313 753,655
Investment in marketable securities 32,948 --
Tenant receivables -- 325
Deferred rent receivable 423,774 333,099
Prepaid offering costs 175,163 175,163
Organization costs (net of
accumulated amortization:
1997-$30,000;1996-$28,000) -- 2,000
Other assets 41,418 37,483
Total Assets 14,274,921 $14,109,844
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Accounts payable and
accrued expenses $ 62,565 $ 50,054
Due to an affiliate 1,106 --
Rent received in advance 32,168 47,146
Total Liabilities 95,839 97,200
MINORITY INTERESTS IN BRAUVIN
GWINNETT COUNTY VENTURE 695,927 702,443
PARTNERS' CAPITAL:
General Partners 10,794 10,794
Limited Partners 13,472,361 13,299,407
Total Partners' Capital 13,483,155 13,310,201
Total Liabilities and
Partners' Capital $14,274,921 $14,109,844
See accompanying notes to consolidated financial statements.
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BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30,
1997 1996
INCOME:
Rental $1,131,803 $1,146,715
Interest 29,487 24,625
Other 57,475 7,121
Total income 1,218,765 1,178,461
EXPENSES:
General and administrative 153,756 137,217
Management fees (Note 3) 10,820 10,494
Amortization of organization costs 2,000 4,500
Depreciation 188,092 198,102
Valuation fees -- 28,203
Transaction costs (Note 6) 82,853 153,043
Total expenses 437,521 531,559
Income before minority and equity
interests in joint venture 781,244 646,902
Minority interests' share in Brauvin
Gwinnett County Venture's net income (47,423) (47,292)
Equity interest in Brauvin Bay
County Venture 12,998 --
Net income $746,819 $599,610
Net income allocated to the
Limited Partners $746,819 $599,610
Net income per Unit outstanding (a) $ 0.46 $ 0.37
(a)Net income per Unit was based on the average Units outstanding
during the period since they were of varying dollar amounts and
percentages based upon the dates Limited Partners were admitted to
the Partnership and additional Units were purchased through the
distribution reinvestment plan (the "Plan").
See accompanying notes to consolidated financial statements.
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended September 30,
1997 1996
INCOME:
Rental $383,915 $385,328
Interest 10,458 8,790
Other (10,708) 5,408
Total income 383,665 399,526
EXPENSES:
General and administrative 41,494 48,785
Management fees (Note 3) 3,399 3,396
Amortization of organization costs -- 1,500
Depreciation 63,317 66,034
Valuation fees -- 1,203
Transaction costs (Note 6) 35,691 142,845
Total expenses 143,901 263,763
Income before minority and equity
interests in joint venture 239,764 135,763
Minority interests' share in Brauvin
Gwinnett County Venture's net income (15,988) (16,418)
Equity interest in Brauvin Bay
County Venture 4,785 --
Net income $228,561 $119,345
Net income allocated to the
Limited Partners $228,561 $119,345
Net income per Unit outstanding (a) $ 0.14 $ 0.07
(a)Net income per Unit was based on the average Units outstanding
during the period since they were of varying dollar amounts and
percentages based upon the dates Limited Partners were admitted to
the Partnership and additional Units were purchased through the
distribution reinvestment plan (the "Plan").
See accompanying notes to consolidated financial statements.
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
For the periods from January 1, 1996 through September 30, 1997
General Limited
Partners Partners* Total
Balance, January 1, 1996 $10,794 $14,028,233 $14,039,027
Contributions, net -- 5,982 5,982
Selling commissions and
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
Net income -- 746,819 746,819
Cash distributions -- (573,865) (573,865)
Balance, September 30, 1997 $10,794 $13,472,361 $13,483,155
* Total Units sold, including those raised through the Plan at
September 30, 1997 and December 31, 1996, were 1,632,510. Cash
distributions to Limited Partners per Unit were $0.35 and $0.39 for
the nine months ended September 30, 1997 and the year ended
December 31, 1996, respectively. Cash distributions to Limited
Partners per Unit are based on the average Units outstanding during
the period since they were of varying dollar amounts and
percentages based upon the dates Limited Partners were admitted to
the Partnership and additional Units were purchased through the
Plan.
See accompanying notes to consolidated financial statements.
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30,
1997 1996
Cash flows from operating activities:
Net income $746,819 $599,610
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 190,092 202,602
Minority interests in Brauvin Gwinnett
County Venture's net income 47,423 47,292
Equity interest in Brauvin Bay
County Venture's net income (12,998) --
Increase in investment in
marketable securities (32,948) --
Decrease (increase) in tenant receivable 325 (325)
Increase in deferred rent receivable (90,675) (90,720)
Decrease in due from affiliates -- 7,627
Increase in other assets (3,935) (2,403)
Increase in accounts
payable and accrued expenses 12,511 98,490
Decrease in rent received in advance (14,978) (40,155)
Increase in due to affiliates 1,106 --
Net cash provided by operating activities 842,742 822,018
Cash flows from investing activities:
Distribution from
Brauvin Bay County Venture 18,720 --
Cash provided by investing activities 18,720 --
Cash flows from financing activities:
Sale of Units, net of liquidations, selling
commissions and other offering costs -- 1,885
Cash distributions to Limited Partners (573,865) (632,669)
Cash distribution to minority interest
in Brauvin Gwinnett County Venture (53,939) (53,640)
Net cash used in financing activities (627,804) (684,424)
Net increase in cash and
cash equivalents 233,658 137,594
Cash and cash equivalents at beginning
of period 753,655 711,167
Cash and cash equivalents at end of period $987,313 $ 848,761
See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Brauvin Corporate Lease Program IV L.P. (the "Partnership") is
a Delaware limited partnership formed on August 7, 1991 for the
purpose of acquiring debt-free ownership of existing,
income-producing retail and other commercial properties
predominantly all of which will be subject to "triple-net" leases.
It is anticipated that these properties will be leased primarily to
corporate lessees of national and regional retail businesses,
service providers and other users consistent with "triple-net"
lease properties. The leases will provide for a base minimum
annual rent and increases in rent such as through participation in
gross sales above a stated level, fixed increases on specific dates
or indexation of rent to indices such as the Consumer Price Index.
The General Partners of the Partnership are Brauvin Realty Advisors
IV, Inc. and Jerome J. Brault. Brauvin Realty Advisors IV, Inc. is
owned by 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 September 30, 1997 and
December 31, 1996, the Partnership has sold $16,443,810 of Units.
This total includes $435,100 of Units 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, have
been repurchased by the Partnership from Limited Partners
liquidating their investment in the Partnership and have been
retired as of September 30, 1997 and December 31, 1996. As of
September 30, 1997, 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 September 30, 1997 and December 31, 1996, the Partnership has
classified its real estate investments as held for sale in
recognition of the proposed transaction (see Note 6), and the
properties are stated at the lower of cost including acquisition
costs, or net realizable value. 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 4).
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 6),
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.
Investment in Marketable Securities
The market value of stock received from the bankruptcy of the
House of Fabrics and held at September 30, 1997 was approximately
$32,948. The House of Fabrics stock is currently available for
sale.
Estimated Fair Value of Financial Instruments
Disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of Statement of
Financial Accounting Standards No. 107, "Disclosures About Fair
Value of Financial Instruments." The estimated fair value amounts
have been determined by using available market information and
appropriate valuation methodologies. However, considerable
judgement is necessarily required in interpreting market data to
develop estimates of fair value.
The fair value estimates presented herein are based on
information available to management as of September 30, 1997 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; accounts payable
and accrued expenses; due to affiliate; and rent received in
advance.
Reclassifications
Certain reclassifications have been made to the 1996 financial
statements to conform to classifications adopted in 1997.
(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 a former General Partner provided securities and
real estate counsel to the Partnership.
Fees, commissions and other expenses paid or payable to the
General Partners or their affiliates for the nine months ended
September 30, 1997 and 1996, were as follows:
1997 1996
Selling commissions $ -- $ 4,098
Management fees 10,820 10,494
Reimbursable operating
expense 62,944 70,852
Legal fees 144 4,900
Acquisition fees -- 1,821
As of September 30, 1997, the Partnership has made all payments
to affiliates except for $1,106 related to management fees.
(4) 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.
(5) 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
September 30, 1997 December 31, 1996
Land and buildings, net $1,057,470 $1,069,277
Other assets 1,532 13,531
$1,059,002 $1,082,808
Liabilities $ 1,191 $ 1,155
Partners' capital 1,057,811 1,081,653
$1,059,002 $1,082,808
For the nine months ended September 30,
1997
Rental income $82,628
Expenses:
Depreciation 11,807
Management fees 879
Operating and administrative 15,783
28,469
Net income $54,159
(6) 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, June
30, 1997 and September 30, 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 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 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
General Partners believe that these lawsuits are without merit and,
therefore, continue to vigorously defend against them.
Following receipt of Limited Partner approval, the Purchaser
commenced the finalization of the Purchaser's financing and its due
diligence review of the Assets and the assets 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. The Purchaser is continuing to assess certain lease
provisions, assess the costs and risks of the litigation discussed
below, and finalize its financing in the light of these
developments.
In accordance with the terms of the Sale Agreement, the 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
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 December
31, 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.
Distributions of the Partnership's net earnings for the periods
January 1, 1997 to March 31, 1997 and April 1, 1997 to June 30,
1997 were made to the Limited Partners on March 31, 1997 and July
15, 1997, respectively in the amount of approximately $597,600 and
$178,500, respectively. A distribution of the Partnership's net
earnings for the period July 1, 1997 to September 30, 1997 was made
to the Limited Partners on October 22, 1997 in the amount of
approximately $288,400. Net earnings accruing after September 30,
1997 through the closing date will be included with the final cash
distribution to the Limited Partners from the Sale.
The lawsuit as described below has now been pending for
approximately 14 months. The suit continues to command the time,
attention and resources of the Partnership. The General Partners
believe the lawsuit is unfounded and without merit. The delay and
expense of this action continues to frustrate the will and majority
vote of the Limited Partners. Unfortunately, the General Partners
are unable to predict when this matter will be resolved, however,
the delay is having an adverse effect on the Partnership today as
well as on future prospects.
For example, the 1997 distributions are based on the net earnings
of the Partnership during the year. However, these distributions
were significantly lower than the prior distributions. This was
primarily due to the fact that the distributions reflect the full
impact of the loss of rent from the vacated facility in Joliet, IL
(formerly leased to the House of Fabrics). This property
represents approximately 12.6% of the Assets. This asset is
currently not producing any income, however, it is generating net
expenses, such as real estate taxes, maintenance, etc., to the
Partnership. The General Partners are actively marketing this
property but currently no replacement tenant has been located.
In addition to this factor, the distribution has been negatively
affected because the Partnership has incurred significant legal
costs to defend against the lawsuits. The General Partners
anticipate that these costs will continue as long as the litigation
is pending.
Litigation
Three legal actions, as hereinafter described, were filed against
the General Partners 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 General
Partners and their named 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
L.P. II, 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. The named plaintiffs are not limited
partners in the Partnership. Rather, the named plaintiffs are
limited partners in Brauvin High Yield Fund L.P. II, one of the
Affiliated Partnerships. Jerome J. Brault, the Managing General
Partner of the Partnership, and Brauvin Realty Advisors IV, Inc.,
the Corporate General Partner of the Partnership, as well as
certain corporate general partners of the 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 Christman 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 Transaction with the Purchaser. The
District Court denied plaintiffs' motion for a preliminary
injunction at the conclusion of the October 2, 1996 hearing.
On September 27, 1996, counsel for plaintiffs, The Mills 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, the 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 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 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
was 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
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 Partnership
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 General
Partners violated certain of the Commission's rules by making false
and misleading statements in the Proxy. Plaintiffs also allege
that the 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 General
Partners deny those allegations and will continue to vigorously
defend against these claims.
On April 2, 1997, plaintiffs again requested that the District
Court enjoin the closing of the Transaction with the Purchaser.
After conducting a lengthy hearing on May 1, 1997, the District
Court denied plaintiffs' motion to preliminarily enjoin the closing
of the Transaction with the Purchaser. Plaintiffs filed a notice
of appeal to the Seventh Circuit Court of Appeals from the District
Court's May 1, 1997 order denying plaintiffs' motion to
preliminarily enjoin the closing of the Transaction with the
Purchaser. This appeal is pending and the parties are currently
engaging in discovery.
C. The Scialpi Illinois Lawsuit
On June 20, 1997, another lawsuit was filed in the United States
District Court for the Northern District of Illinois, styled
Benjamin Siegel, Rebecca Scialpi, Helen Friedlander, and BHS &
Associates, Inc. v. Jerome J. Brault, Brauvin Realty Advisors,
Inc., Brauvin Realty Advisors II, Inc., Brauvin Realty Advisors
III, Inc., Brauvin Realty Advisors IV, Inc., James L. Brault,
Brauvin Real Estate Funds LLC, 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 number 97 C 4450.
The Partnership and the Affiliated Partnerships are each named as
"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, 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.
Notably, the complaint was filed by two of the same parties,
Scialpi and Friedlander, who are plaintiffs in the Florida lawsuit,
which is described above. As also indicated above, Scialpi and
Friedlander are not limited partners of the Partnership, but are
limited partners in one of the Affiliated Partnerships, Brauvin
High Yield Fund L.P. II. On August 15, 1997 the plaintiffs filed
an amended complaint dropping Benjamin Siegel as a plaintiff. The
plaintiffs are also represented by the same lawyers that represent
them in the Florida lawsuit. Neither the complaint nor the amended
complaint has been served upon any of the defendants.
The complaint alleges a putative class action consisting of
claims that certain Commission rules were violated by making false
and misleading statements in the Proxy, the defendants breached
their fiduciary duties, and breached the Agreement. The complaint
was consolidated with the Christman lawsuit, which is described
above, pursuant to General Rule 2.31 of the United States District
Court of the Northern District of Illinois, and is presently
pending before Judge Gottschall.
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.
(7) SUBSEQUENT EVENT
On October 22, 1997, the Partnership paid Limited Partners a
distribution of approximately $288,400.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
General
Certain statements in this Quarterly 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. Without limiting the foregoing, words such as
"anticipates," "expects," "intends," "plans," and similar
expressions are intended to identify 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 as of
September 30, 1997 and December 31, 1996. As of September 30, 1997
and 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 Partnership 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 Partnership
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 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 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.
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 Brauvin
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 (a) 1996 1995 1994
February 15 $.2422 $.2000 $.2000 $.1625
May 15 .1093 .1875 .2000 .1750
August 15 .1767 -- .2000 .2000
November 15 -- -- .2000 .2500
(a) The 1997 distributions were made on March 31, 1997, July 15,
1997 and October 22, 1997.
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 legal proceedings, 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 of the Partnership are Mr. Jerome J. Brault,
the Managing General Partner, and Brauvin Realty Advisors IV, Inc.,
the Corporate General Partner. 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 General Partners
believe that these lawsuits are without merit and, therefore,
continue to vigorously defend against them.
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
and the assets 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 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. The Purchaser is continuing to assess
certain lease provisions, assess the costs and risks of the
litigation discussed below, and finalize its financing in the light
of these developments.
In accordance with the terms of the Sale Agreement, the 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
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 December
31, 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.
Distributions of the Partnership's net earnings for the periods
January 1, 1997 to March 31, 1997 and April 1, 1997 to June 30,
1997 were made to the Limited Partners on March 31, 1997 and July
15, 1997, respectively, in the amounts of approximately $395,400
and $178,500, respectively. A distribution of the Partnership's
net earnings for the period July 1, 1997 to September 30, 1997 was
made to the Limited Partners on October 22, 1997 in the amount of
approximately $288,400. Net earnings accruing after September 30,
1997 through the closing date will be included with the final cash
distribution to the Limited Partners from the Sale.
The lawsuit has now been pending for approximately 14 months.
The suit continues to command the time, attention and resources of
the Partnership. The General Partners believe the lawsuit is
unfounded and without merit. The delay and expense of this action
continues to frustrate the will and majority vote of the Limited
Partners. Unfortunately, the General Partners are unable to
predict when this matter will be resolved, however, the delay is
having an adverse effect on the Partnership today as well as on
future prospects.
For example, the 1997 distributions are based on the net earnings
of the Partnership during the year. However, these distributions
were significantly lower than the prior distributions. This was
primarily due to the fact that the distributions reflect the full
impact of the loss of rent from the vacated facility in Joliet, IL
(formerly leased to the House of Fabrics). This property
represents approximately 12.6% of the Assets. This asset is
currently not producing any income, however, it is generating net
expenses, such as real estate taxes, maintenance, etc., to the
Partnership. The General Partners are actively marketing this
property but currently no replacement tenant has been located.
In addition to this factor, the distributions have been
negatively affected because the Partnership has incurred
significant legal costs to defend against the lawsuit. The
General Partners anticipate that these costs will continue as long
as the litigation is pending.
Also affecting the comparison of the distributions is the fact
that the first quarter distribution included a one-time revenue
item. During the first quarter of 1997, the Partnership received
a settlement of its claims against the House of Fabrics. This
settlement amount was distributed in the first quarter and caused
the distribution amount to be significantly greater than the
ongoing earnings of the Partnership. The General Partners do not
expect the Partnership to receive any similar payments again.
Results of Operation - Nine Months Ended September 30, 1997 and
1996
Results of operations for the nine months ended September 30,
1997 reflected net income of $746,819 compared to net income of
$599,610 for the nine months ended September 30, 1996, an increase
of approximately $147,200.
Total income for the nine months ended September 30, 1997 was
$1,218,765 as compared to $1,178,461 for the period ended September
30, 1996, an increase of approximately $40,300. The increase in
total income was primarily the result of the Federal Bankruptcy
court's decision awarding the Partnership stock in the House of
Fabrics. The decrease in rental income is due to the 1996 rental
income reflecting a month of operations of the House of Fabrics
property, while 1997 reflects no rental income for the House of
Fabrics property. Partially offsetting this decrease in rental
income was an increase in interest income, which was the result of
higher investment cash balances during 1997.
Total expenses for the nine months ended September 30, 1997 was
$437,521 as compared to $531,559 for the period ended September 30,
1996, a decrease of approximately $94,000. The decrease in
expenses was due to an decrease in transaction costs and valuation
fees of approximately $70,200 and $28,200, respectively. Partially
offsetting the decrease in transaction costs and valuation fees is
an increase in general and administrative expenses of approximately
$16,500 associated with the Partnership's attempt to resolve some
of the due diligence issues and related items associated with the
Sale, as discussed above.
Results of Operation - Three Months Ended September 30, 1997 and
1996
Results of operations for the three months ended September 30,
1997 reflected net income of $228,561 compared to net income of
$119,345 for the three months ended September 30, 1996, an
increase of approximately $109,000.
Total income for the three months ended September 30, 1997, was
$383,665 compared to $399,526 for the period ended September 30,
1996, a decrease of approximately $15,900. The decrease in total
income was due to the 1997 income figures reflecting the three
month reduction in the value of the House of Fabrics stock held for
sale.
Total expenses for the three months ended September 30, 1997 was
$143,901 compared to $263,763 for the period ended September 30,
1996, a decrease of approximately $119,900. The decrease in
expenses was primarily the result of a decrease in transaction
costs of approximately $107,200.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
Three legal actions, as hereinafter described, were filed
against 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 General Partners and their named 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
L.P. II, 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
Sale or Merger with the Purchaser, are each named as a "Nominal
Defendant" in this lawsuit. The named plaintiffs are not limited
partners in the Partnership. Rather, the named plaintiffs are
limited partners in Brauvin High Yield Fund L.P. II, one of the
Affiliated Partnerships. Jerome J. Brault, the Managing General
Partner of the Partnership, and Brauvin Realty Advisors IV, Inc.,
the Corporate General Partner of the Partnership, as well as
certain corporate general partners of the 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 Christman 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 Transaction with the Purchaser. The
District Court denied plaintiffs' motion for a preliminary
injunction at the conclusion of the October 2, 1996 hearing.
On September 27, 1996, counsel for plaintiffs, The Mills 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, the 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 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 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
was 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
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 Partnership
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 General
Partners violated certain of the Commission's rules by making false
and misleading statements in the Proxy. Plaintiffs also allege
that the 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 General
Partners deny those allegations and will continue to vigorously
defend against these claims.
On April 2, 1997, plaintiffs again requested that the District
Court enjoin the closing of the Transaction with the Purchaser.
After conducting a lengthy hearing on May 1, 1997, the District
Court denied plaintiffs' motion to preliminarily enjoin the closing
of the Transaction with the Purchaser. Plaintiffs filed a notice
of appeal to the Seventh Circuit Court of Appeals from the District
Court's May 1, 1997 order denying plaintiffs' motion to
preliminarily enjoin the closing of the Transaction with the
Purchaser. This appeal is pending and the parties are currently
engaging in discovery.
C. The Scialpi Illinois Lawsuit
On June 20, 1997, another lawsuit was filed in the United States
District Court for the Northern District of Illinois, styled
Benjamin Siegel, Rebecca Scialpi, Helen Friedlander, and BHS &
Associates, Inc. v. Jerome J. Brault, Brauvin Realty Advisors,
Inc., Brauvin Realty Advisors II, Inc., Brauvin Realty Advisors
III, Inc., Brauvin Realty Advisors IV, Inc., James L. Brault,
Brauvin Real Estate Funds LLC, 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 number 97 C 4450.
The Partnership and the Affiliated Partnerships are each named as
"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, 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.
Notably, the complaint was filed by two of the same parties,
Scialpi and Friedlander, who are plaintiffs in the Florida lawsuit,
which is described above. As also indicated above, Scialpi and
Friedlander are not limited partners of the Partnership, but are
limited partners in one of the Affiliated Partnerships, Brauvin
High Yield Fund L.P. II. On August 15, 1997 the plaintiffs filed
an amended complaint dropping Benjamin Siegel as a plaintiff. The
plaintiffs are also represented by the same lawyers that represent
them in the Florida lawsuit. Neither the complaint nor the amended
complaint has been served upon any of the defendants.
The complaint alleges a putative class action consisting of
claims that certain Commission rules were violated by making false
and misleading statements in the Proxy, the defendants breached
their fiduciary duties, and breached the Agreement. The complaint
was consolidated with the Christman lawsuit, which is described
above, pursuant to General Rule 2.31 of the United States District
Court of the Northern District of Illinois, and is presently
pending before Judge Gottschall.
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.
ITEM 2. Changes in Securities.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission Of Matters To a Vote of Security Holders.
None.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports On Form 8-K.
Exhibit 27. Financial Data Schedule
<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/ B. Allen Aynessazian
B. Allen Aynessazian
Chief Financial Officer and
Treasurer
INDIVIDUAL GENERAL PARTNER
/s/ Jerome J. Brault
Jerome J. Brault
DATED: November 14, 1997
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 987,313
<SECURITIES> 253,382 <F1>
<RECEIVABLES> 423,774
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 13,451,630 <F2>
<DEPRECIATION> 1,090,707
<TOTAL-ASSETS> 14,274,921
<CURRENT-LIABILITIES> 95,839
<BONDS> 695,927 <F3>
0
0
<COMMON> 13,483,155 <F4>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 14,274,921
<SALES> 0
<TOTAL-REVENUES> 1,218,765 <F5>
<CGS> 0
<TOTAL-COSTS> 437,521 <F6>
<OTHER-EXPENSES> 34,425 <F7>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 746,819
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> "SECURITIES" REPRESENTS INVESTMENT 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 AND EQUITY INTEREST
IN JOINT VENTURES' NET INCOME
</FN>
</TABLE>
