10QSB/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A - AMENDMENT 1 [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2000 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 0-13402 Brauvin Real Estate Fund L.P. 4 (Name of small business issuer as specified in its charter) Delaware 36-3304339 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 30 North LaSalle Street, Chicago, Illinois 60602 (Address of principal executive offices) (Zip Code) (312)759-7660 (Issuer's telephone number) 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) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . INDEX PART I Page Item 1. Consolidated Financial Statements. . . . . . . . . . . . . . 3 Consolidated Statement of Net Assets in Liquidation as of September 30, 2000 (Liquidation Basis) . . . . . . . . 4 Consolidated Statement of Changes in Net Assets in Liquidation for the period January 1, 2000 to September 30, 2000 (Liquidation Basis) . . . . . . . . . . . 5 Consolidated Statements of Operations for the nine months ended September 30, 2000 (Liquidation Basis) and the period January 1, 1999 to July 12, 1999 (Going Concern Basis) and July 13, 1999 to September 30, 1999 (Liquidation Basis) . . . . . . . . . . . 6 Consolidated Statements of Operations for the three months ended September 30, 2000 (Liquidation Basis) and the period July 1, 1999 to July 12, 1999 (Going Concern Basis) and July 13, 1999 to September 30, 1999 (Liquidation Basis) . . . . . . . . . . . 7 Consolidated Statement of Cash Flows for the period January 1, 1999 to July 12, 1999 (Going Concern Basis) . . . . . . . . . . . . . . . . . . . . . . . 8 Notes to Consolidated Financial Statements . . . . . . . . 9 Item 2. Management's Discussion and Analysis or Plan of Operation . . . . . . . . . . . . . . . . . . . . . . . .20 PART II Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . .29 Item 2. Changes in Securities. . . . . . . . . . . . . . . . . . . .29 Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . . .29 Item 4. Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . . . . . . . . . . . .29 Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . .29 Item 6. Exhibits, and Reports on Form 8-K. . . . . . . . . . . . . .29 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30 PART I - FINANCIAL INFORMATION ITEM 1. Consolidated Financial Statements The following Consolidated Statement of Net Assets in Liquidation as of September 30, 2000 (Liquidation Basis), Consolidated Statement of Changes in Net Assets in Liquidation for the period January 1, 2000 to September 30, 2000 (Liquidation Basis), Consolidated Statements of Operations for the nine months ended September 30, 2000 (Liquidation Basis) and the period January 1, 1999 to July 12, 1999 (Going Concern Basis) and July 13, 1999 to September 30, 1999 (Liquidation Basis), and Consolidated Statements of Operations for the three months ended September 30, 2000 (Liquidation Basis) and the period July 1, 1999 to July 12, 1999 (Going Concern Basis) and July 13, 1999 to September 30, 1999 (Liquidation Basis), and Consolidated Statements of Cash Flows for the period January 1, 1999 to July 12, 1999 (Going Concern Basis) for Brauvin Real Estate Fund L.P. 4 (the "Partnership") are unaudited 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 financial statements should be read in conjunction with the financial statements and notes thereto included in the Partnership's 1999 Annual Report on Form 10-KSB. CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION AS OF SEPTEMBER 30, 2000 (LIQUIDATION BASIS) (Unaudited) ASSETS Real estate held for sale $13,116,750 Investment in Sabal Joint Venture (Note 6) 66,654 Cash and cash equivalents 1,086,477 Tenant Receivables 86,143 Other Assets 49,140 Escrow Deposits 41,682 Total Assets 14,446,846 LIABILITIES Mortgage notes payable (Note 4) 10,345,702 Accounts payable and accrued expenses 306,593 Deferred gain on sale of real estate (Note 2) 1,285,922 Reserve for estimated costs during the period of liquidation (Note 2) 189,875 Tenant security deposits 68,690 Due to affiliates 9,841 Total Liabilities 12,206,623 MINORITY INTEREST IN STRAWBERRY JOINT VENTURE (218,992) Net Assets in Liquidation $ 2,459,215 See accompanying notes to consolidated financial statements. CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION (LIQUIDATION BASIS) FOR THE PERIOD JANUARY 1, 2000 TO SEPTEMBER 30, 2000 (Unaudited) Net assets at January 1, 2000 (Liquidation Basis) $2,110,441 Income from operations 348,774 Net assets in liquidation at September 30, 2000 $2,459,215 See accompanying notes to consolidated financial statements. CONSOLIDATED STATEMENTS OF OPERATIONS For the nine months ended September 30, 2000 (Liquidation Basis) and the period January 1, 1999 to July 12, 1999 (Going Concern Basis), and July 13, 1999 to September 30, 1999 (Liquidation Basis) (Unaudited) (Going (Liquidation (Liquidation Concern Basis) Basis) Basis) Nine Months Period Period Ended July 13, to July 1, to September 30, September 30, July 12, 2000 1999 1999 INCOME Rental $1,463,076 $ 320,232 $1,124,439 Interest 37,222 6,436 19,432 Other, primarily tenant expense reimbursements 229,966 2,455 207,038 Total income 1,730,264 329,123 1,350,909 EXPENSES Interest 669,240 158,034 538,962 Depreciation -- -- 239,233 Real estate taxes 205,427 40,194 145,635 Repairs and maintenance 44,472 9,611 33,680 Management fees (Note 5) 99,159 18,809 77,431 Other property operating 88,137 19,305 59,969 Provision for impairment -- 8,664 -- General and administrative 242,013 20,713 191,511 Total expenses 1,348,448 275,330 1,286,421 Income before minority and equity interests 381,816 53,793 64,488 Minority interest's share of Strawberry Fields Joint Venture's net income (77,488) (2,502) (23,937) Equity interest in Sabal Palm Joint Venture's net income (loss) 44,446 (32,928) 26,189 Income before adjustment to liquidation basis 348,774 18,363 66,740 Adjustment to liquidation basis -- (405,775) -- Net income (loss) $ 348,774 $(387,412) $ 66,740 Net income (loss) allocated to the General Partners $ 3,488 $ (3,874) $ 667 Net income (loss) allocated to the Limited Partners $ 345,286 $(383,538) $ 66,073 Net income (loss) per Limited Partnership Interest (9,550 units outstanding) $ 36.16 $ (725.24) $ 692 See accompanying notes to consolidated financial statements. CONSOLIDATED STATEMENTS OF OPERATIONS For the three months ended September 30, 2000 (Liquidation Basis) and the period July 1, 1999 to July 12, 1999 (Going Concern Basis), and July 13, 1999 to September 30, 1999 (Liquidation Basis) (Unaudited) (Going (Liquidation (Liquidation Concern Basis) Basis) Basis) Three Months Period Period Ended July 13, to July 1, to September 30, September 30, July 12, 2000 1999 1999 INCOME Rental $ 482,459 $ 320,232 $ 163,848 Interest 13,375 6,436 2,477 Other, primarily tenant expense reimbursements 75,852 2,455 33,379 Total income 571,686 329,123 199,704 EXPENSES Interest 221,184 158,034 71,201 Depreciation -- -- 34,268 Real estate taxes 74,805 40,194 21,749 Repairs and maintenance 8,434 9,611 2,003 Management fees (Note 5) 32,220 18,809 10,124 Other property operating 32,137 19,305 5,762 Provision for impairment -- 8,664 -- General and administrative 82,602 20,714 59,918 Total expenses 451,382 275,330 205,025 Income before minority and equity interests 120,304 53,793 (5,321) Minority interest's share of Strawberry Fields Joint Venture's net (income) loss (26,317) (2,502) 2,839 Equity interest in Sabal Palm Joint Venture's net loss (income) 6,856 (32,928) (5,929) Income (loss) before adjustment to liquidation basis 100,843 18,363 (8,411) Adjustment to liquidation basis -- (405,775) -- Net income (loss) $ 100,843 $(387,412) $ (8,411) Net income (loss) allocated to the General Partners $ 1,008 $ (3,874) $ (84) Net income (loss) allocated to the Limited Partners $ 99,835 $(383,538) $ (8,327) Net income (loss) per Limited Partnership Interest (9,550 units outstanding) $ 10.45 $ (40.16) $ (0.87) See accompanying notes to consolidated financial statements. CONSOLIDATED STATEMENT OF CASH FLOWS For the period January 1, 1999 to July 12, 1999 (Unaudited) Cash Flows From Operating Activities: Net income $ 66,740 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 239,233 Provision for doubtful accounts (400) Minority interest's share of Strawberry Fields Joint Venture's net income 23,937 Equity interest in Sabal Palm Joint Venture's net income (26,189) Changes in: Rent receivable 81,878 Other assets (26,774) Escrow deposits (9,879) Accounts payable and accrued expenses 24,195 Due to affiliates (11,914) Tenant security deposits (5,345) Net cash provided by operating activities 355,482 Cash Flows From Investing Activities: Capital expenditures (23,516) Distribution from Sabal Palm Joint Venture 67,680 Net cash provided by investing activities 44,164 Cash Flows From Financing Activities: Repayment of mortgage notes payable (173,143) Cash used in financing activities (173,143) Net increase in cash and cash equivalents 226,503 Cash and cash equivalents at beginning of period 752,613 Cash and cash equivalents at end of period $ 979,116 Supplemental disclosure of cash flow information: Cash paid for interest $ 527,660 See accompanying notes to consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Brauvin Real Estate Fund L.P. 4 (the "Partnership") is a Delaware limited partnership organized for the purpose of acquiring, operating, holding for investment and disposing of existing office buildings, medical office centers, shopping centers and industrial and retail commercial buildings of a general purpose nature, all in metropolitan areas. The General Partners of the Partnership are Brauvin Ventures, Inc. and Jerome J. Brault. Mr. Cezar M. Froelich resigned as a director of the corporate general partner in December 1994, and resigned as an Individual General Partner effective 90 days from August 14, 1997. Brauvin Ventures, Inc. is owned by A.G.E. Realty Corporation Inc.(50%), and by Messrs. Brault (beneficially) (25%) and Froelich (25%). A. G. Edwards & Sons, Inc. and Brauvin Securities, Inc., affiliates of the General Partners, were the selling agents of the Partnership. The Partnership is managed by an affiliate of the General Partners. The Partnership was formed on April 30, 1984 and filed a Registration Statement on Form S-11 with the Securities and Exchange Commission which became effective on February 16, 1984. The sale of 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 30, 1984. The Partnership's offering closed on December 31, 1984. A total of $9,550,000 of Units were subscribed for and issued between February 16, 1984 and December 31, 1984 pursuant to the Partnership's public offering. The Partnership has acquired directly or through joint ventures the land and buildings underlying Fortune Professional Building, Raleigh Springs Marketplace, Strawberry Fields Shopping Center and Sabal Palm Shopping Center. 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 those estimates. Basis of Presentation As a result of the July 12, 1999 authorization by a majority of the Limited Partners to sell the Partnership's properties the Partnership has begun the liquidation process and, in accordance with generally accepted accounting principles, the Partnership's financial statements for periods subsequent to July 12, 1999 have been prepared on a liquidation basis. Accordingly, the carrying value of the assets is presented at net realizable amounts and all liabilities are presented at estimated settlement amounts, including estimated costs associated with carrying out the liquidation. Preparation of the financial statements on a liquidation basis requires significant assumptions by management, including the estimate of liquidation costs and the resolution of any contingent liabilities. There may be differences between the assumptions and the actual results because events and circumstances frequently do not occur as expected. Those differences, if any, could result in a change in the net assets recorded in the statement of net assets as of September 30, 2000. Accounting Method The accompanying consolidated financial statements have been prepared using the accrual method of accounting. Rental Income Prior to the presentation of the financial statements on the liquidation basis, rental income was 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 were 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 financial statements. Consolidation of Joint Venture Partnership The Partnership owns a 58% equity interest in an affiliated joint venture ("Strawberry Joint Venture") which acquired Strawberry Fields Shopping Center ("Strawberry Fields"). The accompanying consolidated financial statements have consolidated 100% of the assets, liabilities, operations and partners' capital of Strawberry Joint Venture. The minority interest in the consolidated joint venture is adjusted for the joint venture partner's share of income or loss and any cash contributions or cash disbursements from the joint venture partner, Brauvin Real Estate Fund L.P. 5 ("BREF 5"). All intercompany items and transactions have been eliminated. Investment in Joint Venture Partnership The Partnership owns a 47% equity interest in a Sabal Palm Joint Venture (see Note 6). Sabal Palm is reported as an investment in an affiliated joint venture. The accompanying financial statements include the investment in Sabal Palm Joint Venture using the equity method of accounting. Investment in Real Estate Prior to the preparation of the financial statements on a liquidation basis, the operating properties acquired by the Partnership were stated at cost including acquisition costs, leasing commissions, tenant improvements and net of impairment. Depreciation and amortization were recorded on a straight-line basis over the estimated economic lives of the properties, which approximate 38 years, and the term of the applicable leases, respectively. All of the Partnership's properties are subject to liens under first mortgages (see Note 4). Prior to the adoption of the liquidation basis of accounting, the Partnership recorded impairments to reduce the cost basis of real estate to its estimated fair value when the real estate is judged to have suffered an impairment that is other than temporary. The Partnership has performed an analysis of its long-lived assets, and the Partnership's management determined that there were no events or changes in circumstances that indicated that the carrying amount of the assets may not be recoverable at September 30, 2000, except as disclosed below. In the second and fourth quarters of 1999, the Partnership recorded an impairment of $1,564,101 and $504,935, respectively, related to an other than temporary decline in the value of real estate for the Strawberry Fields property. These impairments have been allocated to land and building based on the original acquisition percentages. Subsequent to the adoption of the liquidation basis of accounting, the Partnership adjusted its investments in real estate to estimated net realizable value, which is recorded as real estate held for sale. Additionally, the Partnership suspended recording any further depreciation expense. 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, "Disclosure 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, 2000, 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. In connection with the adoption of the liquidation basis of accounting, which approximates fair value at September 30, 2000, (Note 2), assets were adjusted to net realizable value, and liabilities were adjusted to estimated settlement amounts. (2) ADJUSTMENT TO LIQUIDATION BASIS On July 12, 1999, in accordance with the liquidation basis of accounting, assets were adjusted to estimated net realizable value and liabilities were adjusted to estimated settlement amounts, including estimated costs associated with carrying out the liquidation. The net adjustment required to convert from the going concern (historical cost) basis to the liquidation basis of accounting was a decrease in assets of $207,299 which is included in the December 31, 1999 statement of changes in net assets in liquidation. Significant changes in the carrying value of assets and liabilities are summarized as follows: Increase in real estate held for sale (a) $1,656,422 Decrease in value of real estate (1,524) Write-off of deferred rent receivable (14,240) Write-off of mortgage points (1,660) Increase in deferred gain on sale of real estate (1,656,422) Estimated liquidation costs (189,875) Total adjustment to liquidation basis $ (207,299) (a) Net of estimated closing costs. As of March 31, 2000, the Partnership adjusted its investment in real estate to an offer that was presented for the sale of Strawberry Fields. The effect of this adjustment was a reduction in the real estate held for sale of $78,000, and a reduction in the deferred gain on the sale of real estate of $78,000. As of June 30, 2000, the Partnership adjusted its investment in real estate to an offer that was presented for the sale of Raleigh Springs. The effect of this adjustment was a reduction in the real estate held for sale of $292,500, and a reduction in the deferred gain on the sale of real estate of $292,500. (3) PARTNERSHIP AGREEMENT The Partnership Agreement (the "Agreement") provides that 99% of the net profits and losses from operations of the Partnership for each fiscal year shall be allocated to the Limited Partners and 1% of net profits and losses from operations shall be allocated to the General Partners. The net profit of the Partnership from the sale or other disposition of a Partnership property shall be allocated as follows: first, there shall be allocated to the General Partners the greater of: (i) 1% of such net profits; or (ii) the amount distributable to the General Partners as Net Sale Proceeds from such sale or other disposition in accordance with paragraph 2, SECTION K of the Agreement; and second, all remaining profits shall be allocated to the Limited Partners. The net loss of the Partnership from any sale or other disposition of a Partnership property shall be allocated as follows: 99% of such net loss shall be allocated to the Limited Partners and 1% of such net loss shall be allocated to the General Partners. The Agreement provides that distributions of Operating Cash Flow, as defined in the Agreement, shall be distributed 99% to the Limited Partners and 1% to the General Partners. The receipt by the General Partners of such 1% of Operating Cash Flow shall be subordinated to the receipt by the Limited Partners of Operating Cash Flow equal to a 10% per annum, cumulative, non-compounded return on Adjusted Investment (the "Preferential Distribution"), as such term is defined in the Agreement. In the event the full Preferential Distribution is not made in any year (herein referred to as a "Preferential Distribution Deficiency") and Operating Cash Flow is available in following years in excess of the Preferential Distribution for said year, then the Limited Partners shall be paid such excess Operating Cash Flow until they have been paid any unpaid Preferential Distribution Deficiency from prior years. Net Sale Proceeds, as defined in the Agreement, received by the Partnership shall be distributed as follows: (a) first, to the Limited Partners until such time as the Limited Partners have been paid an amount equal to the amount of their Adjusted Investment; (b) second, to the Limited Partners until such time as the Limited Partners have been paid an amount equal to any unpaid Preferential Distribution Deficiency; and (c) third, 85% of any remaining Net Sale Proceeds to the Limited Partners, and the remaining 15% of the Net Sale Proceeds to the General Partners. At September 30, 2000, the Preferential Distribution Deficiency equaled $13,262,565. (4) MORTGAGE NOTES PAYABLE Mortgage notes payable at September 30, 2000 consist of the following: Interest Date 2000 Rate Due Raleigh Springs Marketplace $ 4,595,128 (a)10% 01/01 Fortune Professional Building 585,382 (b)9.5% 06/01 Strawberry Fields Shopping Center 5,165,192 (c)7% 04/02 $10,345,702 Raleigh Springs Marketplace, Fortune Office Building and Strawberry Fields serve as collateral under the respective nonrecourse debt obligations. (a) Monthly principal and interest payments are based on a 25- year amortization schedule. The carrying value of Raleigh at September 30, 2000 was approximately $6,319,000. (b) Prior to June 26, 1997, the Partnership made monthly payments of interest and principal based upon a: (i) 25-year amortization schedule plus 100% of Available Cash Flow from July 1, 1992 through June 1, 1993; and (ii) 15-year amortization schedule plus 50% of Available Cash Flow from July 1, 1993 through July 1, 1997. The lender had the option to accelerate the loan maturity July 1 of each year, if the property is not: (i) in good condition and repair; (ii) occupied at a rate that is equal to the prevailing occupancy rate for similar properties in the same locale; and (iii) leased at rental rates which are at least 90% of the prevailing rate for similar properties in the same locale. The Partnership was required to make a balloon mortgage payment in July 1997 of approximately $934,000. On June 26, 1997, the Partnership obtained a first mortgage loan in the amount of $875,000 secured by Fortune, from American National Bank and Trust Company (the "Replacement Loan"). In connection with the funding of the Replacement Loan, the Partnership was required to reduce the principal balance of the original loan by approximately $59,000, out of cash and cash equivalents, to release the original mortgage loan and pay loan fees of approximately $33,000. The Replacement Loan has a floating interest rate based on American National Bank's prime rate, which at September 30, 2000 was 9.5%. Principal is being amortized based on a 15-year amortization period and is payable with interest on a monthly basis. As of December 31, 1999, the Partnership was in violation of the debt service coverage ratio. Subsequent to the year end, the Partnership received a waiver of this covenant violation from the mortgage lender for the period ended December 31, 1999. In connection with a one year extension of the mortgage the Partnership made a $100,000 payment that was applied to principal reduction. The carrying value of Fortune at September 30, 2000 was approximately $1,600,000. (c) In February 1993, the Partnership and Strawberry Joint Venture, finalized a refinancing of the first mortgage loan (the "Refinancing") on Strawberry Fields with the lender. The Refinancing became effective retroactive to October 1992. Due to the Refinancing, the interest rate was reduced to 9% with monthly payments of interest only from October 1992 through November 1995. The Strawberry Joint Venture had the option to extend the term of the loan and make monthly payments of principal and interest from December 1995 through November 1998, if it is not in default of the terms of the Refinancing. On September 18, 1995, the Strawberry Joint Venture notified Lutheran Brotherhood (the "Strawberry Lender") that it would exercise its option to extend the term of the Strawberry Fields loan from the original maturity of November 1, 1995 to December 1, 1998. The terms of the extension called for all provisions of the loan to remain the same except for an additional monthly principal payment of $12,500. Effective November 1, 1995, the Strawberry Joint Venture and the Strawberry Lender agreed to modify the loan by reducing the interest rate to 7.5% for November 1, 1995 through October 31, 1997 and by reducing the monthly principal payment to $12,000. Commencing November 1, 1997 the interest rate reverted to the original 9.0% rate. Effective October 1, 1998, the Strawberry Joint Venture and the Strawberry Lender agreed to modify and extend the first mortgage loan. As of October 1, 1998 and through the extended maturity date, May 1, 2000, the interest rate was reduced from 9% to 7% with principal amortization changed from a ten year period to an eighteen year period. As of May 1, 2000, the Strawberry Fields lender extended, under the current loan terms, the maturity of the mortgage loan for an additional two years. The carrying value of Strawberry Fields at September 30, 2000 was approximately $5,197,750. The Partnership is required to make balloon mortgage payments for Raleigh Springs Marketplace in the amount of $4,569,000 on January 2, 2001, Fortune Office Building in the amount of $546,000 on June 30, 2001 and for Strawberry Fields in the amount of $4,888,000 on April 1, 2002. (5) TRANSACTIONS WITH AFFILIATES Fees and other expenses paid or payable to the General Partners or their affiliates for the nine months ended September 30, 2000 and 1999 were as follows: 2000 1999 Management fees $ 93,878 $90,400 Reimbursable office expenses 98,865 89,824 The Partnership believes the amounts paid to affiliates are representative of amounts which would have been paid to independent parties for similar services. The Partnership had made all payments to affiliates except for $9,841 for management fees, as of September 30, 2000. (6) EQUITY INVESTMENT The Partnership owns a 47% interest in Sabal Palm Joint Venture ("Sabal Palm") and accounts for its investment under the equity method. The following are condensed financial statements for Sabal Palm: September 30, 2000 Real estate held for sale $3,257,500 Other assets 203,518 3,461,018 Mortgage note payable $3,079,304 Other liabilities 236,227 3,315,531 Net Assets in Liquidation $ 145,487 (Liquidation (Liquidation (Going Basis) Basis) Concern Basis) For the Nine Period Period Months Ended July 13, to January 1, September 30, September 30, to July 12, 2000 1999 1999 Rental income $421,153 $ 86,942 $456,740 Other income 43,595 10,658 52,694 464,748 97,600 509,434 Mortgage and other interest 210,177 48,018 173,479 Depreciation -- -- 61,065 Adjustment to Liquidation -- 49,166 -- Operating and administrative expenses 160,006 70,536 219,169 370,183 167,720 453,713 Net income (loss) $ 94,565 $(70,120) $ 55,721 Sabal Palm was required to make a balloon mortgage payment in February 1997. Prior to the scheduled maturity of the First Mortgage Loan, the lender granted Sabal Palm an extension until April 1, 1997. On March 31, 1997, Sabal Palm obtained a first mortgage loan in the amount of $3,200,000 (the "First Mortgage Loan") secured by its real estate, from NationsBanc Mortgage Capital Corporation. The First Mortgage Loan bears interest at the rate of 8.93% per annum, is amortized over a 25-year period, requires monthly payments of principal and interest of approximately $26,700 and matures on March 26, 2002. A portion of the proceeds of the First Mortgage Loan, approximately $3,077,000 was used to retire Sabal Palm's existing mortgage from Lincoln National Pension Insurance Company. In the first quarter of 1998, Sabal Palm became aware that both Winn-Dixie and Walgreens may vacate their respective spaces at Sabal Palm prior to their lease termination dates. In the second quarter of 1998, Winn-Dixie vacated its space at the center. Winn- Dixie remains liable for rental payments under its lease at Sabal Palm until April 2005. On August 7, 2000 Sabal Palm was given official notice that Walgreens will vacate the space prior to their lease termination of April 30, 2025. The General Partners are working to determine the most beneficial steps to be taken by the Partnership. In the fourth quarter of 1998, Sabal Palm recorded an impairment of $1,499,958 related to an other than temporary decline in the value of real estate for the Sabal Palm property. This allowance was allocated to the land and building based on the original acquisition percentages. In total, Sabal Palm has received six offers on the property from unaffiliated parties ranging in price from $2.5 million to $3.4 million. After negotiation the Sabal Palm accepted the highest offer and completed negotiating the sale contract in June. The buyer had a 60 day due diligence period. The buyer terminated the contract within the due diligence period. In September 2000, Sabal Palm completed negotiating a new contract for the sale of the property. The new sale price is $3,360,000. The $3.36 million sales price compares to the November, 1998 appraised value of $3.25 million. The current mortgage balance on the property is approximately $3.079 million. The potential purchaser has a 60 day due diligence period. ITEM 2. Management's Discussion and Analysis or Plan of Operation. 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. 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. Year 2000 The "Year 2000" problem concerns the inability of computer technology systems to correctly identify and process date sensitive information beyond December 31, 1999. Many computers automatically add the "19" prefix to the last two digits the computer reads for the year when date information is needed in computer software programs. Thus when a date beginning on January 1, 2000 is entered into a computer, the computer may interpret this date as the year "1900" rather than "2000". The computer information technology systems which support the Partnership consists of a network of personal computers linked to a server built using hardware and software from mainstream suppliers. These systems do not have equipment that contains embedded microprocessors, which may also pose a potential Year 2000 problem. Additionally, there is no internally generated software coding to correct as all of the software is purchased and licensed from external providers. The Partnership utilizes two main software packages that contain date sensitive information, (i) accounting and (ii) investor relations. In 1997, a program was initiated and completed to convert from the existing accounting software to a new software program that is Year 2000 compliant. In 1998, the investor relations software was also updated to a new software program that is Year 2000 compliant. All costs associated with these conversions were expensed by the Partnership as incurred, and were not material. Management does not believe that any further expenditures will be necessary for the systems to be Year 2000 compliant. However, additional personal computers may be purchased from time to time to replace existing machines. Also in 1997, management of the Partnership initiated formal communications with all of its significant third party vendors, service providers and financial institutions to determine the extent to which the Partnership is vulnerable to those third parties failure to remedy their own Year 2000 issue. There can be no guarantee that the systems of these third parties were converted and will not have an adverse effect on the Partnership. The Partnership has not experienced any material adverse impact on its operations or its relationships with tenants, vendors or others. Liquidity and Capital Resources The Partnership intends to satisfy its short-term liquidity needs through cash flow from the properties. Mortgage notes payable are expected to be satisfied through property sales. Fortune was required to make a balloon mortgage payment in July 1997 of approximately $934,000. On June 26, 1997, the Partnership obtained the Replacement Loan in the amount of $875,000 secured by Fortune, from American National Bank and Trust Company. In connection with the funding of the Replacement Loan, the Partnership was required to reduce the outstanding principal balance of the original mortgage loan by approximately $59,000, out of cash and cash equivalents, to release the original mortgage loan and pay loan fees of approximately $33,000. The Replacement Loan has a floating interest rate based on American National Bank's prime rate, which at September 30, 2000 was 9.5%. Principal is being amortized based on a 15-year amortization period and is payable with interest on a monthly basis. The Replacement Loan has been extended through June 30, 2001. In connection with a one year extension of the mortgage the Partnership made a $100,000 payment that was applied to principal reduction. The occupancy level at Fortune was 59% at September 30, 2000 and 95% at September 30, 1999. The Partnership has been marketing this building for sale, however, real estate sales for similar properties located in the Albuquerque, NM area have been slow. In order to address this condition, the Partnership is marketing this property both through a local Albuquerque Grubb and Ellis office as well as through this firm's national network based in Chicago. Nonetheless, the Partnership has received only one offer on the property. After several rounds of negotiation, the price was ultimately increased to $1.4 million. This compares to the November, 1998 appraised value of $1.66 million and the current mortgage loan of $585,000. However, prior to the time that a contract was executed, the prospective purchaser backed away from the transaction. The Partnership believes that the potential purchaser's decision not to proceed to contract was in part due to the property's recent loss of a tenant representing approximately 20% of the building's occupancy. Further, until this large vacancy is filled with a new tenant(s), the Partnership believes it will be difficult to find a suitable offer. However, our intention is to simultaneously seek new tenants for the vacant spaces and to continue to market the property for sale. Raleigh Springs has continued to generate a positive cash flow despite losing T.J. Maxx, an anchor tenant, which occupied 21% of the total space. In November 1996, Methodist Hospital entered into a lease for approximately 9,500 square feet. The remaining space has been leased to a carpet supplier. The occupancy rate at Raleigh was 88%, at September 30, 2000 and 93% at December 31, 1999. In November 1992, the Partnership negotiated a modification of the terms of the mortgage on Raleigh Springs with the lender (the "Modified Loan"). In October 1992, the interest rate was reduced from 12.75% to 10.00%. Since November 1992 and through September 1999, principal and interest payments were based on a 25-year amortization schedule. The Modified Loan capitalized the August, September and October 1992 mortgage payments with the final payment due on October 1, 2000. On August 31, 2000 the lender agreed to forbear enforcing its right to payment in full of this loan on October 1, 2000 provided lender receives a $1,000 extension fee. This agreement shall terminate and the referenced loan will be due and payable in full upon the earlier of the following: 1) The property is sold to Insignia or another buyer; 2) A refinance is closed with another lender; or 3) the second day of January, 2001. The Partnership is current on its mortgage payments for the Raleigh Springs loan. The Partnership has received three offers for the Raleigh Springs Market Place property. The prices ranged from $5.625 million to $6.2 million. The Partnership successfully negotiated an increase in the highest offer to $6.5 million and subsequently accepted this offer. The Partnership has executed the contract for sale. The $6.5 million sale price compares to the November, 1998 appraisal of $6.8 million and the current outstanding mortgage of $4.67 million. The buyer has a 45 day due diligence period during which it may formally accept or reject the sale. Late in the third quarter the Partnership received notice that the potential purchaser has terminated the contract. However, the Partnership continues to negotiate with this potential purchaser. The Strawberry Fields Joint Venture secured a replacement tenant, Syms, a national discount clothing retailer, to sublease the Kroger space at Strawberry Fields. Syms opened for business in October 1992 and has signed a sublease for the remainder of the original lease term which expires March 31, 2005. Customer traffic at Strawberry Fields has increased with the draw of Syms, making vacant space more marketable. The occupancy rate at September 30, 2000 is 89% compared to 92% at September 30, 1999. The Strawberry Fields Joint Venture is aggressively marketing the vacant space having engaged a prominent local brokerage firm to assist the Strawberry Fields Joint Venture's on-site leasing representative in the marketing of the shopping center. On September 18, 1995, the Strawberry Fields Joint Venture notified the Strawberry Lender that it would exercise its option to extend the term of the Strawberry Fields loan from the original maturity of November 1, 1995 to December 1, 1998. The terms of the extension called for all provisions of the loan to remain the same except for an additional monthly principal payment of $12,500. Effective November 1, 1995, the Strawberry Joint Venture and the Strawberry Lender agreed to modify the loan by reducing the interest rate to 7.5% for November 1, 1995 through October 31, 1997 and by reducing the monthly principal payment to $12,000. As of November 1, 1997, the interest rate reverted to the original 9.0% rate. Effective October 1, 1998, the Strawberry Fields Joint Venture and the Strawberry Lender agreed to modify and extend the first mortgage loan. As of October 1, 1998 and through the extended maturity date, May 1, 2002, the interest rate has been reduced from 9% to 7% with principal amortization changed from a ten year period to an eighteen year period. The outstanding mortgage balance encumbered by the property was $5,165,192 at September 30, 2000. In the second and fourth quarters of 1998, the joint venture partnership recorded impairments of $1,564,101 and $504,935, respectively, related to other than temporary declines in the value of real estate for the Strawberry Fields property. These allowance were allocated to land and building based on the original acquisition percentages. The Partnership received three bids on the Strawberry Fields Shopping Center during the latter part of 1999. After negotiation the joint venture partnership accepted the high bid of $5.43 million and entered into a contract for sale. However, the prospective purchaser terminated its interest in the property during its due diligence period. Subsequent to this deal falling away the joint venture partnership received another offer for $5.35 million. However, although the offer exceeds the November, 1998 appraised value of $4.8 million, the offer, after transaction costs, was below the mortgage balance at the time. The joint venture partnership accepted the initial high bid in part because the property's underlying mortgage loan was coming due; and the lender indicated that it would not extend the maturity. However, in the second quarter of this year, the joint venture partnership was successful in extending the loan for a two year period. This extension will allow us to continue to market the property and seek a greater sales price. We do not anticipate that the ultimate sales price will be significantly different than the offers received to date. The Partnership owns a 58% joint venture interest in this property. At Sabal Palm, the Partnership and its joint venture partner are working to improve the economic occupancy level of Sabal Palm which stood at 86% as of September 30, 2000. Although the Sabal Palm retail market appears to be overbuilt, the economic occupancy level of the building has stayed relatively constant and it has generated positive cash flow since its acquisition in 1986. In the first quarter of 1998, the Partnership became aware that both Winn-Dixie and Walgreens may vacate their respective spaces at Sabal Palm prior to their lease termination dates. In the second quarter of 1998, Winn-Dixie vacated its space at the center. Winn- Dixie remains liable for rental payments under its lease at Sabal Palm until April 2005. On August 7, 2000 the Partnership was given official notice that Walgreens will vacate the space prior to their lease termination of April 30, 2025. The General Partners are working to determine the most beneficial steps to be taken by the Partnership. Sabal Palm was required to make a balloon mortgage payment in February 1997. Prior to the scheduled maturity of the First Mortgage Loan, the lender granted Sabal Palm an extension until April 1, 1997. On March 31, 1997, Sabal Palm obtained a first mortgage loan in the amount of $3,200,000 (the "First Mortgage Loan"), secured by its real estate, from NationsBanc Mortgage Capital Corporation. The First Mortgage Loan bears interest at the rate of 8.93% per annum, is amortized over a 25-year period, requires monthly payments of principal and interest of approximately $26,700 and matures on March 26, 2002. A portion of the proceeds of the First Mortgage Loan, approximately $3,077,000, was used to retire Sabal Palm's existing mortgage from Lincoln National Pension Insurance Company. In the fourth quarter of 1998, the joint venture recorded an impairment of $1,499,958 related to an other than temporary decline in the value of real estate for Sabal Palm. This allowance has been allocated to the land and building based on the original acquisition percentages. In total, Sabal Palm has received six offers on the property from unaffiliated parties ranging in price from $2.5 million to $3.4 million. After negotiation the Sabal Palm joint venture accepted the highest offer and completed negotiating the sale contract in June. The buyer had a 60 day due diligence period. The buyer terminated the contract withing the due diligence period. In September 2000, Sabal Palm completed negotiating a new contract for the sale of the property. The new sale price is $3,360,000. The $3.36 million sales price compares to the November, 1998 appraised value of $3.25 million. The current mortgage balance on the property is approximately $3.079 million. The potential purchaser has a 60 day due diligence period. In 1998, the General Partners notified the Limited Partners that they are exploring various alternatives to sell the Partnership's assets. In this regard, the Partnership engaged a nationally known appraisal firm to value the Partnership's assets. Additionally, this firm will assist the General Partners in determining the appropriate method and timing for the disposition of the Partnership's assets. On December 10, 1998, the Partnership received notice that an unsolicited tender offer to purchase up to 25% of the outstanding Units was to commence with a tender price of $120 per Unit. The offer was made, in part, by an entity that owned a nominal economic interest in the Partnership and to terminated on January 15, 1999. As a result of this unsolicited tender offer approximately 1,092 economic interests in the Partnership were transferred. On May 12, 1999, the Partnership received notice that an unsolicited tender offer to purchase up to approximately 25% of the outstanding Units was to commence with a tender price of $170 per Unit. The offer was made, in part, by an entity that owned a nominal economic interest in the Partnership and expired on June 25, 1999. As a result of this unsolicited tender offer approximately 551 economic interests in the Partnership were transferred. The General Partners remained neutral as to the particular merits or risks associated with the tender offer. The General Partners believed an informed determination of the true value of the Units could be made after the receipt of the appraisals. The General Partners cautioned that the ultimate amount actually received by each Limited Partner will be affected by items including, but not limited to, the timing of the liquidation of the assets, changes in market conditions, necessary Partnership reserves and the sales prices that can be negotiated. The General Partners further informed the Limited Partners that, for those investors who are primarily interested in liquidating their Units immediately, the tender offer provided such an opportunity. The General Partners determined to pursue disposition of the Partnership's assets. In 1999, the Partnership solicited and received the votes of the Limited Partners to approve a sale of all the Partnership's properties, either on an individual or group basis, and to subsequently liquidate the Partnership. The solicitation, which was approved by the Limited Partners in the third quarter of 1999, stated that the Partnership's properties may be sold individually or in any combination provided that the total sales price for the properties included in the transaction equals or exceeds 70% of the aggregate appraised value for such properties, which valuation was conducted by an independent third party appraisal firm. The Partnership intends to sell the properties under a closed bid process which will include identification of target buyers with proven financing ability and performance of certain evaluations of the properties, such as environmental testing. Potential buyers will be requested to sign confidentiality agreements to safeguard the Partnership's confidential proprietary information. The General Partners have determined that each bid must be all cash, completely unconditional and accompanied by a substantial deposit. To date, over 250 potential purchasers have been contacted regarding the sale of the properties. Of those contacted, approximately 120 potential buyers have registered to receive packages on one or more of the assets. In addition, the properties are listed on the Internet at Loopnet.com, the largest commercial real estate website in the nation. As a result of this authorization by a majority of the Limited Partners to sell the Partnership's properties, the Partnership has begun the liquidation process and, in accordance with generally accepted accounting principles, the Partnership's financial statements for periods subsequent to July 12, 1999 have been prepared on a liquidation basis. Accordingly, the carrying value of the assets is presented at net realizable amounts and all liabilities are presented at estimated settlement amounts, including estimated costs associated with carrying out the liquidation. Preparation of the financial statements on a liquidation basis requires significant assumptions by management, including the estimate of liquidation costs and the resolution of any contingent liabilities. There may be differences between the assumptions and the actual results because events and circumstances frequently do not occur as expected. Those differences, if any, could result in a change in the net assets recorded in the statement of net assets as of September 30, 2000. The General Partners expect to distribute proceeds from operating cash flow, if any, and from the sale of real estate to Limited Partners in a manner that is consistent with the investment objectives of the Partnership. Management of the Partnership believes that cash needs may arise from time to time which will have the effect of reducing distributions to Limited Partners to amounts less than would be available from refinancing or sale proceeds. These cash needs include, among other things, maintenance of working capital reserves in compliance with the Agreement as well as payments for major repairs, tenant improvements and leasing commissions in support of real estate operations. Results of Operations - Nine months ended September 30, 2000 (Liquidation Basis) and the period January 1 to July 12, 1999 As a result of the Partnership's adoption of the liquidation basis of accounting, and in accordance with generally accepted accounting principles, the Partnership's financial statements for periods subsequent to July 12, 1999 have been prepared on a liquidation basis. Prior to the adoption of the liquidation basis of accounting, the Partnership recorded rental income 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 were credited or charged, as applicable, to deferred rent receivable. Upon adoption of the liquidation basis of accounting, the Partnership wrote off the remaining deferred rent receivable and ceased recording credits or charges to rental income to reflect straight lining of the related leases. Prior to the adoption of the liquidation basis of accounting depreciation was recorded on a straight line basis over the estimated economic lives of the properties. Upon the adoption of the liquidation basis of accounting, real estate held for sale was adjusted to estimated net realizable value and no depreciation expense has been recorded. PART II - OTHER INFORMATION ITEM 1. Legal Proceedings. None. 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. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BY: Brauvin Ventures, Inc. Corporate General Partner of Brauvin Real Estate Fund L.P. 4 BY: /s/ Jerome J. Brault Jerome J. Brault Chairman of the Board of Directors and President DATE: November 14, 2000 BY: /s/ Thomas E. Murphy Thomas E. Murphy Chief Financial Officer and Treasurer DATE: November 14, 2000