UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 2002
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 0-17557
Brauvin High Yield Fund L.P.
(Exact name of registrant as specified in its charter)
Delaware 36-3569428
(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
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b)of the Exchange Act:
Title of each class Name of each exchange on
which registered
None None
Securities registered pursuant to Section 12(g)of the Exchange Act:
Depository Units representing Beneficial Assignments of Limited
Partnership Interests
(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Section 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]
The aggregate sales price of the depositary units representing
beneficial assignments of limited partnership interests of the
registrant (the "Units") to unaffiliated investors of the
registrant during the initial offering period was $25,000,000.
This does not reflect market value. This is the price at which the
Units were sold to the public during the initial offering period.
There is no current market for the Units nor have Units been sold
within the last 60 days prior to this filing.
Portions of the Prospectus of the registrant dated September 4,
1987, as supplemented November 24, 1987 and December 28, 1987 and
filed pursuant to Rule 424(b) and Rule 424(c)under the Securities
Act of 1933, as amended, are incorporated by reference into Parts
II, III and IV of this Annual Report on Form 10-K.
BRAUVIN HIGH YIELD FUND L.P.
2002 FORM 10-K ANNUAL REPORT
INDEX
PART I Page
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 16
Item 4. Submission of Matters to a Vote of Security Holders..17
PART II
Item 5. Market for the Registrant's Units and Related
Security Holder Matters. . . . . . . . . . . . . . . . . . . . 18
Item 6. Selected Financial Data. . . . . . . . . . . . . . . . . . . . 19
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . 21
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk. . . . . . . . . . . . . . . . . . . . . . . . . . 25
Item 8. Financial Statements and Supplementary Data. . . . . . . . . . 25
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . . . . . . 26
PART III
Item 10. Directors and Executive Officers of the Partnership . . . . . 27
Item 11. Executive Compensation. . . . . . . . . . . . . . . . . . . . 29
Item 12. Security Ownership of Certain Beneficial Owners
and Management. . . . . . . . . . . . . . . . . . . . . . . . 31
Item 13. Certain Relationships and Related Transactions. . . . . . . . 31
Item 14. Controls and Procedures . . . . . . . . . . . . . . . . . . . 32
PART IV
Item 15. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . 33
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
BRAUVIN HIGH YIELD FUND L.P.
(a Delaware limited partnership)
PART I
Item 1. Business.
Brauvin High Yield Fund L.P. (the "Partnership") is a Delaware
limited partnership formed in January 1987 for the purpose of
acquiring debt-free ownership of existing, free-standing,
income-producing retail, office and industrial real estate
properties predominantly subject to "triple-net" leases. It was
anticipated at the time the Partnership first offered its Units
(as defined below) that a majority of these properties would be
leased to operators of national franchise fast food restaurants,
automotive services and convenience stores, as well as banks and
savings and loans. The leases would 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 Partnership sold $25,000,000 in depository units
representing beneficial assignments of limited partnership
interests (the "Units") commencing September 4, 1987, at $10.00
per Unit (the "Offering") pursuant to a Registration Statement on
Form S-11 under the Securities Act of 1933, as amended. The
Offering closed on May 19, 1988. An additional $2,922,102 was
raised through the sale of additional Units pursuant to the
Partnership's distribution reinvestment plan (the "Plan") through
December 31, 2002. These Units were purchased from the Units
reserved for the Plan after the termination of the Offering. As
of December 31, 2002, $1,647,070 of Units sold through the
Offering have been repurchased by the Partnership from investors
liquidating their investment and have been retired. The investors
in the Partnership (the "Interest Holders") share in the benefits
of ownership of the Partnership's real property investments
according to the number of Units each owns.
The principal investment objectives of the Partnership are: (i)
distribution of current cash flow from the Partnership's cash flow
attributable to rental income; (ii) capital appreciation; (iii)
preservation and protection of capital; (iv) the potential for
increased income and protection against inflation through
escalation in the base rent or participation and growth in the
sales of the lessees of the Partnership's properties; (v) the
production of "passive" income to offset "passive" losses from
other investments; and (vi) the partial shelter of cash
distributions for Taxable Interest Holders.
A Taxable Interest Holder is defined as: (a) an Interest Holder
who purchased Units from the Partnership during the Offering and
who at the time of such purchase was not: (i) a Qualified Plan;
(ii) an organization (other than a cooperative described in
Section 521 of the Internal Revenue Code of 1986, as amended [the
"Code"]), which is exempt from tax imposed by Chapter 1 (Normal
Taxes and Surtaxes) of the Code; or (iii) a foreign person or
entity, unless more than 50% of the gross income derived by the
foreign person or entity from the Partnership is subject to U.S.
income tax; and (b) each subsequent transferee of any Units from
an Interest Holder described in (a) above.
A Tax-Exempt Interest Holder is defined as: (a) an Interest
Holder who purchased Units from the Partnership during the
Offering and who at the time of such purchase was: (i) a
Qualified Plan; (ii) an organization (other than a cooperative
described in Section 521 of the Code) which is exempt from tax
imposed by Chapter 1 (Normal Taxes and Surtaxes) of the Code; or
(iii) a foreign person or entity, unless more than 50% of the
gross income derived by the foreign person or entity from the
Partnership is subject to U.S. income tax; (b) a Taxable Interest
Holder who elects to be treated as an investor described in (a)
above; and (c) each subsequent transferee of any Units from an
Interest Holder described in (a) and (b) above.
It was originally contemplated that the Partnership would
dispose of its properties approximately six to nine years after
their acquisition with a view towards liquidation of the
Partnership within that period.
Pursuant to the terms of an agreement and plan of merger dated
as of June 14, 1996, as amended March 24, 1997, June 30, 1997,
September 30, 1997, December 31, 1997, March 31, 1998 and June 30,
1998 (the "Merger Agreement"), the Partnership proposed to merge
with and into Brauvin Real Estate Funds, L.L.C., a Delaware
limited liability company affiliated with certain of the General
Partners (the "Purchaser") through a merger (the "Merger") of its
Units. On November 8, 1996, the Interest Holders voted on an
amendment of the Agreement allowing the Partnership to sell or
lease property to affiliates (this amendment, together with the
Merger shall be referred to herein as the "Transaction"). The
Merger will not be consummated primarily as a result of litigation
that was subsequently settled on April 13, 1999.
Pursuant to the settlement agreement the General Partners were
indemnified for all of their legal costs and expenses related to
the lawsuit, and the General Partners were released from the
claims that were alleged or could have been alleged in the class
action lawsuit. In addition the Partnership retained a third-
party commercial real estate firm which, under the supervision of
an independent special master (the "Special Master") and with the
cooperation of the General Partners, marketed the Partnerships'
properties in order to maximize the return to the Interest Holders
(the "Sale Process"). The Sale Process was designed to result in
an orderly liquidation of the Partnership, through a sale of
substantially all of the assets of the Partnership, a merger or
exchange involving the Partnership, or through another liquidating
transaction the Special Master determined was best suited to
maximize value for the Interest Holders. Consummation of such
sale, merger, exchange, or other transaction will be followed by
the orderly distribution of net liquidation proceeds to the
Interest Holders.
The General Partners agreed, as part of the settlement
agreement, to use their best efforts to continue to manage the
affairs of the Partnership in accordance with their obligations
under the Partnership Agreement, to cooperate fully with the
Special Master and to waive certain brokerage and other fees. In
consideration of this, the General Partners were released from the
claims of the class action lawsuit and indemnified for the legal
expenses they incurred related to the lawsuit.
In 2000, an affiliated entity proposed purchasing all of the
Partnership's assets for approximately $12,550,000 (inclusive of
all the joint venture interests). In May 2000, the Special Master
approved this proposal and recommended that the United States
District Court for the Northern District of Illinois approve this
bid.
Pursuant to the approval of the Special Master and the United
States District Court, on August 7, 2000, an affiliated entity
purchased all but one of the Partnership's properties. The
Partnership sold its sole remaining property to an affiliate in
January 2001 for a contract sale price of $175,000.
The terms of the transactions between the Partnership and
affiliates of the General Partners are set forth in Item 13 below.
Reference is hereby made for a description of such terms and
transactions.
The restated limited partnership agreement of the Partnership
(the "Agreement") provides that the Partnership shall terminate
December 31, 2025, unless sooner terminated pursuant to its terms.
The Partnership has no employees.
Item 2. Properties.
The Partnership was a landlord only and did not participate in
the operations of any of the properties discussed herein.
Pursuant to the approval of the Special Master and the United
States District Court, on August 7, 2000, an affiliated entity
purchased all but one of the Partnership's properties. The
Partnership sold its sole remaining property to an affiliate in
January 2001 for a contract sale price of $175,000.
The following is a summary of the real estate and improvements
owned by the Partnership at January 1, 2000 and subsequent
transactions related thereto.
Taco Bells:
Warner Robins, Georgia
Unit 1389 is located at 1998 Watson Boulevard. The building
consists of 1,288 square feet situated on a 25,000 square foot
parcel and was constructed in 1977 utilizing jumbo bricks.
On August 7, 2000 this property was sold for approximately
$250,000 less expenses of approximately $12,600 to an affiliated
party, resulting in a gain of approximately $42,000.
Valdosta, Georgia
Unit 1392 is located at 2918 North Ashley Street. The building
consists of 1,288 square feet situated on a 16,222 square foot
parcel and was constructed in 1982 utilizing jumbo bricks.
On August 7, 2000 this property was sold for approximately
$150,000 less expenses of approximately $10,000 to an affiliated
party, resulting in a loss of approximately $1,400.
Albany, Georgia
Unit 1450 is located at 1707 North Slappey Boulevard. The
building consists of 1,288 square feet situated on a 11,850 square
foot parcel and was constructed in 1982 utilizing jumbo bricks.
On August 7, 2000 this property was sold for approximately
$130,000 less expenses of approximately $9,500 to an affiliated
party, resulting in a loss of approximately $1,500.
Alliance, Ohio
Unit 1653 is located at 110 West State Street. The building
consists of 1,584 square feet situated on a 14,400 square foot
parcel and was constructed in 1980 utilizing stucco over concrete
block with a clay tile roof.
On August 7, 2000 this property was sold for approximately
$100,000 less expenses of $6,500 to an affiliated party, resulting
in a loss of approximately $1,900.
Dunedin, Florida
Unit 1835 is located at 2296 State Route 580. The building
consists of 1,584 square feet situated on a 21,021 square foot
parcel and was constructed in 1980 utilizing jumbo bricks.
On August 7, 2000 this property was sold for approximately
$170,000 less expenses of approximately $10,600 to an affiliated
party, resulting in a gain of approximately $61,100.
Logansport, Indiana
Unit 1845 is located at 3419 Highway 24 East. Highway 24 East
is a two-lane east-west road. The building consists of 1,566
square feet situated on a 19,200 square foot parcel and was
constructed in 1980 utilizing stucco over concrete block.
On August 7, 2000 this property was sold for approximately
$82,200 less expenses of approximately $8,100 to an affiliated
party, resulting in a loss of approximately $2,100.
Dover, Ohio
Unit 1856 is located at 718 Boulevard Avenue. Boulevard Avenue
is a four-lane northwest-southwest highway. The building consists
of 1,584 square feet situated on a 20,500 square foot parcel and
was constructed in 1980 utilizing stucco over concrete block.
On August 7, 2000 this property was sold for approximately
$250,000 less expenses of approximately $13,000 to an affiliated
party, resulting in a gain of approximately $74,400.
Greenville, North Carolina
Unit 1871 is located at 319 East Greenville Boulevard. The
building consists of 1,584 square feet situated on a 22,788 square
foot parcel and was constructed in 1980 utilizing stucco over
concrete block.
On August 7, 2000 this property was sold for approximately
$190,000 less expenses of approximately $9,900 to an affiliated
party, resulting in a loss of approximately $1,600.
Palm Bay, Florida
Unit 1912 is located at 176 North Harris Avenue. Harris Avenue
is a frontage street to Palm Bay Road. The building consists of
1,584 square feet situated on a 15,250 square foot parcel and was
constructed in 1980 utilizing jumbo bricks.
On August 7, 2000 this property was sold for approximately
$75,000 less expenses of approximately $7,500 to an affiliated
party, resulting in a loss of approximately $1,800.
Sandusky, Ohio
Unit 1915 is located at 3306 Milan Road. The building consists
of 1,584 square feet situated on a 33,000 square foot parcel and
was constructed in 1980 utilizing stucco over concrete block.
On August 7, 2000 this property was sold for approximately
$201,000 less expenses of approximately $11,800 to an affiliated
party, resulting in a loss of approximately $1,900.
Mesa, Arizona
Unit 1925 is located at 531 East Southern Avenue. The building
consists of 1,584 square feet situated on a 28,000 square foot
parcel and was constructed in 1980 utilizing stucco over concrete
block.
On August 7, 2000 this property was sold for approximately
$115,000 less expenses of approximately $9,300 to an affiliated
party, resulting in a loss of approximately $2,000.
Ashtabula, Ohio
Unit 1937 is located at 1226 West Prospect Avenue. The building
consists of 1,584 square feet situated on a 21,049 square foot
parcel and was constructed in 1980 utilizing stucco over concrete
block.
On August 7, 2000 this property was sold for approximately
$200,000 less expenses of approximately $10,700 to an affiliated
party, resulting in a loss of approximately $1,700.
Dalton, Georgia
Unit 1966 is located at 1509 Walnut Avenue. The building
consists of 1,584 square feet situated on a 18,275 square foot
parcel and was constructed in 1980 utilizing stucco over concrete
block.
On August 7, 2000 this property was sold for approximately
$280,000 less expenses of approximately $12,800 to an affiliated
party, resulting in a gain of approximately $41,800.
Ashland, Ohio
Unit 1994 is located at 315 Claremont Avenue. The building
consists of 1,584 square feet situated on a 16,000 square foot
parcel and was constructed in 1980 utilizing stucco over concrete
block.
On August 7, 2000 this property was sold for approximately
$150,000 less expenses of approximately $9,600 to an affiliated
party, resulting in a loss of approximately $1,700.
Martinez, California
Unit 2030 is located at 11 Muir Road. The building consists of
1,584 square feet situated on a 13,940 square foot parcel and was
constructed in 1981 utilizing concrete block over wood frame.
On August 7, 2000 this property was sold for approximately
$225,000 less expenses of approximately $11,600 to an affiliated
party, resulting in a loss of approximately $1,900.
Phoenix, Arizona
Unit 2069 is located at 1701 West Bell Street. The building
consists of 1,584 square feet situated on a 9,375 square foot
parcel and was constructed in 1981 utilizing stucco over concrete
block.
On August 7, 2000 this property was sold for approximately
$275,000 less expenses of approximately $13,300 to an affiliated
party, resulting in a gain of approximately $5,800.
Noblesville, Indiana
Unit 2132 is located at 610 West Route 32. The building
consists of 1,584 square feet situated on a 26,250 square foot
parcel and was constructed in 1982 utilizing stucco over concrete
block.
On August 7, 2000 this property was sold for approximately
$270,000 less expenses of approximately $12,200 to an affiliated
party, resulting in a loss of approximately $1,800.
Spartanburg, South Carolina
Unit 2200 is located at 800 North Pine Street. The building
consists of 1,584 square feet situated on a 24,750 square foot
parcel and was constructed in 1982 utilizing stucco over concrete
block.
In January 2001, this property was sold for approximately
$175,000 less expenses of approximately $4,000 to an affiliated
party, resulting in a loss of approximately $3,900.
All rental income recorded in 2001 relates to this property.
Winslow, Arizona
Unit 2091 is located at 1605 North Park Drive. The building
consists of 2,808 square feet situated on a 37,651 square foot
parcel and was constructed in 1982 utilizing stucco over concrete
block.
On August 7, 2000 this property was sold for approximately
$184,000 less expenses of approximately $11,100 to an affiliated
party, resulting in a loss of approximately $2,000.
Ponderosas:
Brandon, Florida
Unit 1061 is located at 1449 West Brandon Boulevard. The
building consists of 6,376 square feet situated on a 50,094 square
foot parcel and was constructed in 1985 utilizing wood siding over
concrete block.
On August 7, 2000 this property was sold for approximately
$708,000 less expenses of approximately $27,200 to an affiliated
party, resulting in a loss of approximately $1,300.
Johnstown, New York
Unit 778 is located at Route 30-A and North Comrie Avenue. The
building consists of 5,833 square feet situated on a 50,094 square
foot parcel and was constructed in 1979 utilizing wood siding over
concrete block.
On August 7, 2000 this property was sold for approximately
$657,000 less expenses of approximately $23,800 to an affiliated
party, resulting in a loss of approximately $1,900.
Indianapolis, Indiana
Unit 109 is located at 2915 South Madison Avenue. The building
consists of 7,040 square feet situated on a 79,645 square foot
parcel and was constructed in 1969 utilizing wood siding over
concrete block.
On August 7, 2000 this property was sold for approximately
$834,000 less expenses of approximately $26,000 to an affiliated
party, resulting in a loss of approximately $1,400.
Chenango, New York
Unit 673 is located at 1261 Front Street. The building consists
of 5,402 square feet situated on a 32,712 square foot parcel and
was constructed in 1979 utilizing wood siding over concrete block
and face brick.
On August 7, 2000 this property was sold for approximately
$646,000 less expenses of approximately $23,900 to an affiliated
party, resulting in a loss of approximately $1,900.
New Windsor, New York
Unit 782 is located at 334 Windsor Highway. The building
consists of 5,402 square feet situated on a 47,685 square foot
parcel and was constructed in 1980 utilizing wood siding over
concrete block.
On August 7, 2000 this property was sold for approximately
$481,000 less expenses of approximately $18,700 to an affiliated
party, resulting in a loss of approximately $2,000.
Wadsworth, Ohio
Unit 775 is located at 135 Great Oaks Trail. The building
consists of 5,800 square feet situated on a 43,560 square foot
parcel and was constructed in 1986 utilizing stucco over concrete
block.
On August 7, 2000 this property was sold for approximately
$602,000 less expenses of approximately $22,700 to an affiliated
party, resulting in a loss of approximately $1,400.
Westerville, Ohio
Unit 815 is located at 728 South State Street. The building
consists of 4,528 square feet situated on a 46,478 square foot
parcel and was constructed in 1984 utilizing facebrick with wood
siding frontage.
On August 7, 2000 this property was sold for approximately
$507,000 less expenses of approximately $19,100 to an affiliated
party, resulting in a loss of approximately $1,400.
Buffalo, New York
Unit 667 is located at 2060 Main Street. The building consists
of 5,440 square feet situated on a 192,656 square foot parcel and
was constructed in 1980 and remodeled in 1987 utilizing wood
siding over concrete block with a sloped and shingled roof.
On August 7, 2000 this property was sold for approximately
$551,000 less expenses of approximately $22,600 to an affiliated
party, resulting in a loss of approximately $1,900.
Westbourne, Ohio
Unit 409 is located at 3328 Westbourne Drive. The building
consists of 5,400 square feet situated on a 48,000 square foot
parcel and was constructed in 1974 using wood siding over wood
frame.
On August 7, 2000 this property was sold for approximately
$599,000 less expenses of approximately $22,100 to an affiliated
party, resulting in a loss of approximately $1,400.
Ponderosa Joint Venture:
Louisville, Kentucky
Unit 110 is located at 4801 Dixie Highway. The building, built
in 1969, consists of 5,100 square feet situated on a 62,496 square
foot parcel. The building was constructed utilizing wood siding
over concrete block with flagstone.
On August 7, 2000 this property was sold for approximately
$565,000 less expenses of approximately $17,900 to an affiliated
party, resulting in a gain to the Ponderosa Joint Venture of
approximately $600.
Cuyahoga Falls, Ohio
Unit 268 is located at 1641 State Road. The building, built in
1973, consists of 5,587 square feet situated on a 40,228 square
foot parcel. The building was constructed utilizing wood siding
over concrete block.
On August 7, 2000 this property was sold for approximately
$589,000 less expenses of approximately $22,000 to an affiliated
party, resulting in a loss to the Ponderosa Joint Venture of
approximately $1,000.
Tipp City, Ohio
Unit 785 is located at 135 South Garber. The building, built
in 1980, consists of 6,080 square feet situated on a 53,100 square
foot parcel. The building was constructed utilizing wood siding
over concrete block.
On August 7, 2000 this property was sold for approximately
$517,000 less expenses of approximately $17,800 to an affiliated
party, resulting in a gain to the Ponderosa Joint Venture of
approximately $600.
Tampa, Florida
Unit 1060 is located at 4420 West Gandy. The building, built
in 1986, consists of 5,777 square feet situated on a 50,094 square
foot parcel. The building was constructed utilizing wood siding
over concrete block.
On August 7, 2000 this property was sold for approximately
$736,000 less expenses of approximately $24,100 to an affiliated
party, resulting in a gain to the Ponderosa Joint Venture of
approximately $400.
Mooresville, Indiana
Unit 1057 is located at 499 South Indiana Street. The building,
built in 1981, consists of 6,770 square feet situated on a 63,525
square foot parcel. The building was constructed utilizing wood
siding over concrete block.
On August 7, 2000 this property was sold for approximately
$665,000 less expenses of approximately $20,900 to an affiliated
party, resulting in a loss to the Ponderosa Joint Venture of
approximately $400.
Scandinavian Health Spa:
Glendale, Arizona
The Partnership has a 49% interest in a joint venture with an
affiliated real estate limited partnership that purchased the
Scandinavian Health Spa. The Health Spa is a 36,556 square foot
health club located on a three acre parcel in Glendale, Arizona,
a suburb of Phoenix. The property is a two-story health and
fitness workout facility located within the 195,000 square foot
Glendale Galleria Shopping Center.
On August 7, 2000 this property was sold for approximately
$6,250,000 less expenses of approximately $133,400 to an
affiliated party, resulting in a gain to the joint venture of
approximately $1,693,300.
Children's World Learning Centers:
Troy, Michigan
The Children's World Learning Center is a 6,175 square foot
facility located at 1064 East Wattles. The single-story building
was constructed in 1985 utilizing a wood frame and a pitched roof
with asphalt shingles.
On August 7, 2000 this property was sold for approximately
$263,000 less expenses of approximately $14,600 to an affiliated
party, resulting in a loss of approximately $2,400.
Sterling Heights, Michigan
The Children's World Learning Center is a 5,005 square foot
facility located at 35505 Schoenherr. The single-story building
was constructed in 1983 utilizing a wood frame and a pitched roof
with asphalt shingles.
On August 7, 2000 this property was sold for approximately
$142,000 less expenses of approximately $10,300 to an affiliated
party, resulting in a loss of approximately $2,200.
Item 3. Legal Proceedings.
Two legal actions, as hereinafter described, 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 Merger, have been settled. On April 13, 1999,
all the parties to the litigation reached an agreement to settle
the litigation, subject to the approval by the United States
District Court for the Northern District of Illinois. This
approval was obtained on June 18, 1999. The terms of the
settlement agreement, along with a Notice to the Class, were
forwarded to the Interest Holders in the second quarter of 1999.
One additional legal action, which was dismissed on January 28,
1998 had also been brought against the General Partners of the
Partnership and affiliates of such General Partners, as well as
the Partnership on a nominal basis in connection with the Merger.
With respect to these actions the Partnership and the General
Partners and their named affiliates denied all allegations set
forth in the complaints and vigorously defended against such
claims. On November 8, 2001, the Magistrate Judge for the United
States district Court for the Northern District of Illinois ruled
on the plaintiff's legal fee petition. The plaintiff's attorneys
subsequently challenged this ruling. On July 19, 2002, the
Assigned Judge for the Northern District of Illinois affirmed the
legal fee petition ruling of the Magistrate Judge. The
plaintiff's attorneys appealed this ruling. On September 24,
2002, the plaintiff's attorneys filed a Stipulation of Dismissal
of their appeal in the District Court for the Northern District of
Illinois. The Partnership paid total plaintiff's attorney fees
and costs of $191,978 on September 24, 2002.
ITEM 4. Submission Of Matters To a Vote of Security Holders.
None.
PART II
Item 5. Market for the Registrant's Units and Related Security
Holder Matters.
At December 31, 2002, there were approximately 1,826 Interest
Holders in the Partnership. There is no established public
trading market for Units and it is not anticipated that there will
be a public market for Units. Neither the General Partners nor
the Partnership are obligated, but reserve the right, to redeem or
repurchase Units. Units may also be purchased by the Plan in
certain instances. Any Units so purchased shall be retired.
Pursuant to the terms of the Agreement, there are restrictions
on the ability of the Interest Holders to transfer their Units.
In all cases, the General Partners must consent to the
substitution of an Interest Holder.
The Partnership intends to make a liquidating distributions to
Interest Holders from the net sale proceeds remaining from the
Partnership's properties after payment of all legal and operating
expenses. The Partnership may make partial distributions of the
proceeds prior to the final distribution. The timing of the final
liquidating distribution has not yet been determined.
Cash distributions to Interest Holders for 2002, 2001 and 2000
were $729,295, $0, and $9,985,104, respectively. Prior to the
commencement of the Partnership's proxy solicitation in August
1996, distributions were paid four times per year, within 60 days
following the end of each calendar quarter. Included in the 2002
and 2000 distributions is a return of capital distribution of
$729,295 and $8,041,249 respectively, all remaining distributions
represent cash flow from operations.
BRAUVIN HIGH YIELD FUND L.P.
(a Delaware limited partnership)
(Not Covered By Independent Auditor's Report)
Item 6. Selected Financial Data.
Years Ended December 31, 2002, 2001 and 2000
2002 2001 2000
Selected Income Statement Data:
Rental income $ -- $ 3,713 $ 1,317,733
Interest and other income 85,786 208,436 221,612
Net (loss) income (94,326) (120,226) 633,009
Net (loss) income per Unit (a) $ (0.04) $ (0.04)$ 0.24
Selected Balance Sheet Data:
Cash and cash equivalents $ 3,906,927 $ 4,880,885 $ 4,744,948
Real estate held for sale -- -- 171,937
Total Assets 3,906,927 4,880,885 5,154,780
Cash distributions to
Interest Holders (b) 729,925 -- 9,985,104
Cash distributions to
Interest Holders per
Unit(a) $ 0.28 $ -- $ 3.80
(a) Net (loss) income per Unit and cash distributions to Interest
Holders per Unit are based on 2,627,503 Units outstanding.
(b) Included in the 2002 and 2000 amounts are return of capital
distributions of $729,925 and $8,041,249, respectively.
The above selected financial data should be read in conjunction
with the financial statements and the related notes appearing
elsewhere in this annual report.
BRAUVIN HIGH YIELD FUND L.P.
(a Delaware limited partnership)
(Not Covered By Independent Auditor's Report)
Item 6. Selected Financial Data - continued.
Years Ended December 31, 1999 and 1998
1999(c) 1998
Selected Income Statement Data:
Rental income $ 2,410,629 $ 2,483,451
Interest and other income 82,896 81,257
Net income 145,413 816,736
Net income Per Unit (a) $ 0.06 $ 0.30
Selected Balance Sheet Data:
Cash and cash equivalents $ 1,681,705 $ 1,478,616
Real estate held for sale 10,998,886 --
Land and buildings -- 18,177,975
Investment in Brauvin High
Yield Venture 15,543 18,726
Investment in Brauvin Funds
Joint Venture 2,177,679 2,413,241
Investment in Brauvin
Gwinnett County Venture -- 534,901
Investment in Brauvin
Bay County Venture -- 165,884
Total Assets 15,102,008 18,802,917
Cash distributions to
General Partners 55,603 105,317
Cash distributions to
Interest Holders (b) 4,418,735 1,974,310
Cash distributions to
Interest Holders per
Unit(a) $ 1.68 $ 0.75
(a) Net income per Unit and cash distributions to Interest Holders
per Unit are based on 2,627,503 Units outstanding.
(b) This includes $6,683 and $8,340 paid to various states for
income taxes on behalf of all Interest Holders for 1999 and
1998, respectively. The 1999 amount also includes a return of
capital distribution of $1,675,981.
(c) Information in this column reflects results on a going
concern basis of accounting from January 1, 1999 to June 19,
1999 and on the liquidation basis of accounting from June 20,
1999 to December 31, 1999.
The above selected financial data should be read in conjunction
with the financial statements and the related notes appearing
elsewhere in this annual report.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
General
Certain statements in this Annual Report that are not historical
fact constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Discussions
containing forward-looking statements may be found in this section
and in the section entitled "Business." Without limiting the
foregoing, words such as "anticipates," "expects," "intends,"
"plans" and similar expressions are intended to 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
In 2000, an affiliated entity proposed purchasing all of the
Partnership's assets for approximately $12,550,000 (inclusive of
all the joint venture interests). In May 2000, the Special Master
approved this proposal and recommended that the United States
District Court for the Northern District of Illinois approve this
bid.
Pursuant to the approval of the Special Master and the United
States District Court, on August 7, 2000, an affiliated entity
purchased all but one of the Partnership's properties resulting in
net proceeds to the Partnership of approximately $11,681,000. The
Partnership sold its sole remaining property to an affiliate in
January 2001 for a contract price of $175,000.
The Special Master approved total reserves for the Partnership
in the amount of $4.62 million or $1.758 per Unit. These reserves
will be held by the Partnership; and the length of the reserve
period and the amounts that will ultimately be distributed to
investors will depend on several factors not known at this time.
The Partnership intends to make a liquidating distribution to
Interest Holders from the net sale proceeds remaining from the
Partnership's properties after payment of all legal and operating
expenses. The Partnership may make partial distributions of the
proceeds prior to the final distribution. The timing of the
liquidating distribution has not yet been determined.
In the third quarter of 2000, the Partnership distributed
$7,061,000 (or $2.687 per Unit) from the sale of the assets.
On November 1, 2002, the Partnership made a distribution to the
Interest Holders in the amount of $729,295 (or $0.278 per Unit).
On November 8, 2001, the Magistrate Judge for the United States
district Court for the Northern District of Illinois ruled on the
plaintiff's legal fee petition. The plaintiff's attorneys
subsequently challenged this ruling. On July 19, 2002, the
Assigned Judge for the Northern District of Illinois affirmed the
legal fee petition ruling of the Magistrate Judge. The plaintiff's
attorneys appealed this ruling. On September 24, 2002, the
plaintiff's attorneys filed a Stipulation of Dismissal of their
appeal in the District Court for the Northern District of Illinois.
The Partnership paid total plaintiff's attorney fees and costs of
$191,978 on September 24, 2002.
Below is a table summarizing the five year historical data for
operating distribution rates per unit:
Distribution
Date 2002(a) 2001 2000(b) 1999(c) 1998(d)
February 15 $ -- $ -- $.2291 $.2898 $ --
May 15 -- -- .2074 .2490 .2473
August 15 -- -- .1578 .2398 .1920
November 15 -- -- .1275 .2626 .3088
(a) A November 1, 2002 distribution consisted of a return of capital
distribution of $0.2775 per unit only.
(b) The February 15, 2000 distribution does not include a return of
capital of $0.3730 per Unit. The August 15, 2000 distribution does
not include a return of capital distribution of $2.6873 per unit.
(c) The 1999 distributions were made on May 17, 1999, August 15,
1999, November 15, 1999 and February 15, 2000. In addition not
included above was a $0.6379 per Unit return of capital distribution
on November 15, 1999.
(d) The 1998 distributions were made on May 8, 1998, August 15,
1998, November 15, 1998, and February 15, 1999.
During the years ended December 31, 2002, 2001 and 2000, the
General Partners and their affiliates earned management fees of $0,
$0, and $13,138, respectively.
Results of Operations - Years ended December 31, 2002 and 2001
(Liquidation Basis)
As a result of the settlement agreement that was approved by the
United States District Court for the Northern District of Illinois
on June 18, 1999 the Partnership has begun the liquidation process
and, in accordance with generally accepted accounting principles,
the Partnership's financial statements for periods subsequent to
June 18, 1999 have been prepared on the liquidation basis of
accounting.
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.
The Partnership had a net loss of $94,000 for the year ended
December 31, 2002 compared to a net loss of $120,000 for the year
ended December 31, 2001, a decrease in net loss of $26,000. The
decrease in net loss is primarily the result of the change in
operating income and expenses as discussed in the following
paragraphs
Total income was $86,000 for the year ended December 31, 2002
compared to $212,000 for the year ended December 31, 2001, a decline
of $126,000. The decline in rental income relates to the
Partnership's sale of its last property that occurred in January
2001. The decline in other income relates to the decline in
interest rates the Partnership received on its investments.
Total expenses were $180,000 for the year ended December 31, 2002
compared to $328,000 for the year ended December 31, 2001, a
decrease of $148,000. The reason for the change in expenses
relates to a decline in transaction costs of $201,000, partially
offset by an increase in general and administrative expenses of
$53,000. Transaction costs declined as a result of the limited
activity as a result of the settlement agreement and the judge's
ruling regarding the plaintiff's legal fee petition. General and
administrative expenses increased as a result of an increase in the
Partnership's reserve for estimated liquidation costs.
Results of Operations - Years ended December 31, 2001 and 2000
(Liquidation Basis)
The Partnership had a net loss of $120,000 for the year ended
December 31, 2001 compared to a net income of $633,000 for the year
ended December 31, 2000, a decrease in net income of $753,000. The
decrease in net income is primarily the result of the adjustment to
liquidation basis of $1,694,000 that was recorded during 2000,
offset by a joint venture's net income of $1,039,000 recorded in the
same period, net of the change in operating income as discussed in
the following paragraphs.
Total income was $212,000 for the year ended December 31, 2001
compared to $1,539,000 for the year ended December 31, 2000, a
decline of $1,327,000. The decline in rental income relates to the
Partnership's sale of its properties that occurred in August 2000
and January 2001. The decline in other income relates to the
decline in interest rates the Partnership received on its
investments.
Total expenses were $328,000 for the year ended December 31, 2001
compared to $491,000 for the year ended December 31, 2000, a
decrease of $163,000. The primary reason for the change in expenses
relates to a decline in general and administrative costs of $253,000
as a result of the limited activity of the Partnership offset by an
increase of $103,000 in transaction costs. Transaction costs
increased as a result of a judges ruling on the plaintiff's legal
fees, which according to the settlement agreement are required to
be paid by the Partnership.
Results of Operations - Year ended December 31, 2000 (Liquidation
Basis) and the period June 19, 1999 to December 31, 1999
(Liquidation Basis) and the period January 1, 1999 to June 18, 1999
(Going Concern Basis)
As discussed above the Partnership adopted the liquidation basis
of accounting, and in accordance with generally accepted accounting
principles, the Partnership's financial statements for periods
subsequent to June 19, 1999 have been prepared on a liquidation
basis.
Comparisons between the various periods are complicated by the
change in the basis of the financial statements, however,
significant changes between the going concern basis of accounting
and the liquidation basis of accounting are detailed above.
Further complicating comparisons between the various periods is
the August 7, 2000 sale of all but one of the Partnership's
properties.
Impact of Inflation
Since all of the Partnership's original property holdings have
been sold, the Partnership has some nominal risk associated with
inflation. This risk is the result of the timing of the final
distribution to the Interest Holders.
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk
The Partnership does not engage in any hedge transactions or
derivative financial instruments.
Item 8. Financial Statements and Supplementary Data.
See Index of Financial Statements and Schedule on Page F-1 of
this Annual Report on Form 10-K for financial statements and
financial statement schedule, where applicable.
The supplemental financial information specified in Item 302 of
Regulation S-K is not applicable.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
On November 6, 2001 the Partnership dismissed Deloitte & Touche
LLP as its independent accountant. Deloitte & Touche LLP's report
on the financial statements for either of the past two years did not
express an adverse opinion or disclaimer of opinion and was not
modified as to uncertainty, audit scope or accounting principles.
In the Partnership's fiscal years ended 1999 and 2000 and the
subsequent interim period preceding the dismissal there were no
disagreements with Deloitte & Touche LLP on any matter of accounting
principles or practices, financial statement disclosure or auditing
scope or procedure that would have caused Deloitte & Touche LLP to
make reference to the matter in their report. There were no
reportable events as that term is described in Item 304(a)(1)(iv)(B)
of Regulation S-B.
On November 7, 2001, the Partnership engaged Altschuler, Melvoin
and Glasser LLP as its independent accountant. Neither the
Partnership (nor someone on its behalf) consulted Altschuler,
Melvoin and Glasser LLP regarding: (i) the application of accounting
principles to a specific transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the
Partnership's financial statements; or (ii) any matter that was
either the subject of a disagreement or a reportable event.
PART III
Item 10. Directors and Executive Officers of the Partnership.
The General Partners of the Partnership are:
Brauvin Realty Advisors, Inc., an Illinois corporation
Mr. Jerome J. Brault, individually
Brauvin Realty Advisors, Inc. was formed under the laws of the
State of Illinois in 1986, with its issued and outstanding shares
being owned by Messrs. Jerome J. Brault (beneficially) (44%), Cezar
M. Froelich (44%) and David M. Strosberg (12%).
The principal officers and directors of the Corporate General
Partner are:
Mr. Jerome J. Brault . . . . Chairman of the Board of
Directors, President, Chief
Executive Officer and Director
Mr. James L. Brault . . . . Vice President and Secretary
Mr. Thomas E. Murphy . . . . Treasurer and Chief Financial
Officer
The business experience during the past five years of the General
Partners and the principal officers and directors of the Corporate
General Partner are as follows:
MR. JEROME J. BRAULT (age 69) chairman of the board of directors,
president and chief executive officer of the Corporate General
Partner, as well as a principal shareholder of the Corporate General
Partner. He is a member and manager of Brauvin Real Estate Funds,
L.L.C. He is a member of Brauvin Capital Trust L.L.C. Since 1979,
he has been a shareholder, president and a director of
Brauvin/Chicago, Ltd. He is an officer, director and one of the
principal shareholders of various Brauvin entities which act as the
general partners of four other publicly registered real estate
programs. He is an officer, director and one of the principal
shareholders of Brauvin Associates, Inc., Brauvin Management
Company, Brauvin Advisory Services, Inc. and Brauvin Securities,
Inc., Illinois companies engaged in the real estate and securities
businesses. He is a director, president and chief executive officer
of Brauvin Net Lease V, Inc. He is the chief executive officer of
Brauvin Capital Trust, Inc. Mr. Brault received a B.S. in Business
from DePaul University, Chicago, Illinois in 1959.
MR. JAMES L. BRAULT (age 42) is a vice president and secretary and
is responsible for the overall operations of the Corporate General
Partner and other affiliates of the Corporate General Partner. He
is an officer of various Brauvin entities which act as the general
partners of four other publicly registered real estate programs.
Mr. Brault is executive vice president and assistant secretary and
is responsible for the overall operations of Brauvin Management
Company. He is also an executive vice president and secretary of
Brauvin Net Lease V, Inc. He is a manager of Brauvin Real Estate
Funds, L.L.C., Brauvin Capital Trust, L.L.C. and BA/Brauvin L.L.C.
He is the president of Brauvin Capital Trust, Inc. Prior to joining
the Brauvin organization in May 1989, he was a Vice President of the
Commercial Real Estate Division of the First National Bank of
Chicago ("First Chicago"), based in their Washington, D.C. office.
Mr. Brault joined First Chicago in 1983 and his responsibilities
included the origination and management of commercial real estate
loans, as well as the direct management of a loan portfolio in
excess of $150 million. Mr. Brault received a B.A. in Economics
from Williams College, Williamstown, Massachusetts in 1983 and an
M.B.A. in Finance and Investments from George Washington University,
Washington, D.C. in 1987. Mr. Brault is the son of Mr. Jerome J.
Brault.
MR. THOMAS E. MURPHY (age 36) is the treasurer and chief financial
officer of the Corporate General Partner and other affiliates of the
Corporate General Partner. He is the chief financial officer of
various Brauvin entities which act as the general partners of four
other publicly registered real estate programs. Mr. Murphy is also
the chief financial officer of Brauvin Management Company, Brauvin
Financial, Inc., Brauvin Securities, Inc. and Brauvin Net Lease V,
Inc. He is the treasurer, chief financial officer and secretary of
Brauvin Capital Trust, Inc. He is responsible for the Partnership's
accounting and financial reporting to regulatory agencies. He
joined the Brauvin organization in July 1994. Mr. Murphy received
a B.S. in Accounting from Northern Illinois University in 1988. Mr.
Murphy is a Certified Public Accountant and is a member of the
Illinois Certified Public Accountants Society.
Item 11. Executive Compensation.
(a & b)The Partnership is required to pay certain fees, make
distributions and allocate a share of the profits and losses of the
Partnership to the Corporate General Partner and its affiliates as
described under the caption "Compensation Table" on pages 11 to 13
of the Partnership's Prospectus, as supplemented, and the sections
of the Agreement entitled "Distributions of Operating Cash Flow,"
"Allocation of Profits, Losses and Deductions," "Distribution of Net
Sale or Refinancing Proceeds" and "Compensation of General Partners
and Their Affiliates" on pages A-12 to A-17 of the Agreement
attached as Exhibit A to the Prospectus. The relationship of the
Corporate General Partner (and its directors and officers) to its
affiliates is set forth above in Item 10. Reference is also made
to Note 3 of the Notes to the Financial Statements filed with this
annual report for a description of such distributions and
allocations.
The General Partners are entitled to receive Acquisition Fees for
services rendered in connection with the selection, purchase,
construction or development of any property by the Partnership
whether designated as real estate commissions, acquisition fees,
finders' fees, selection fees, development fees, construction fees,
non-recurring management fees, consulting fees or any other similar
fees or commissions, however treated for tax or accounting purposes.
Aggregate Acquisition Fees payable to all persons in connection with
the purchase of Partnership properties may not exceed such
compensation as is customarily charged in arm's-length transactions
by others rendering similar services as an ongoing public activity
in the same geographic locale and for comparable properties. The
aggregate Acquisition Fees to be paid to the General Partners and
their affiliates shall not exceed 4-1/2% of the gross proceeds of
the Offering. In addition, an additional Acquisition Fee may be
paid to the General Partners and its affiliates to the extent of
excess working capital reserves (as defined). No acquisition fees
were paid in 2002, 2001 or 2000.
An affiliate of the General Partners may provide leasing and
re-leasing services to the Partnership in connection with the
management of Partnership properties. The maximum property
management fee to the General Partners or their affiliates shall be
equal to 1% of the gross revenues of each Partnership property or
interest therein; however, the receipt of such property management
fees by the General Partners or their affiliates is subordinated to
the receipt by the Interest Holders of a 10% non-cumulative,
non-compounded annual return on Adjusted Investment. In 2002, 2001
and 2000, the Partnership paid management fees of $0, $0 and
$14,699, respectively, to affiliates of the General Partners.
(c, d, e & f) Not applicable.
(g) The Partnership has no employees and pays no
employee or director compensation.
(h & i) Not applicable.
(j) Compensation Committee Interlocks and Insider
Participation. Since the Partnership has no
employees, it did not have a compensation committee
and is not responsible for the payment of any
compensation.
(k) Not applicable.
(l) Not applicable.
The following is a summary of all fees, commissions and other
expenses paid or payable to the General Partners or their affiliates
for the years ended December 31, 2002, 2001 and 2000:
2002 2001 2000
Management fees $ -- $ -- $ 13,138
Reimbursable operating expenses 76,933 73,425 239,625
As of December 31, 2002, 2001 and 2000, the Partnership has made
all payments to affiliates related to management fees. As of
December 31, 2000, the Partnership owed $3,812 to an affiliate for
real estate tax prorations.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) No person or group is known by the Partnership to own
beneficially more than 5% of the outstanding Units of the
Partnership.
(b) One of the former Individual General Partners of the
Partnership purchased $5,000 of the Units. No officers or
directors of the Corporate General Partner own any Units.
Amount and
Title Nature of Percentage
of Name and Address Beneficial Of
Class of Beneficial Owners Ownership Class
Units David M. Strosberg $5,000 0.02%
320 W. Illinois #C-221
Chicago, IL 60610
(c) Other than as described in the Proxy, the Partnership is
not aware of any arrangement, the operations of which may
result in a change of control of the Partnership.
No officer or director of the Corporate General Partner possesses
a right to acquire beneficial ownership of Units of the Partnership.
The General Partners will share in the profits, losses and
distributions of the Partnership as outlined in Item 11, "Executive
Compensation."
Item 13. Certain Relationships and Related Transactions.
(a & b) The Partnership is entitled to engage in various
transactions involving affiliates of the Corporate General Partner,
as described in the section of the Partnership's Prospectus, as
supplemented, entitled "Compensation Table" and "Conflicts of
Interest" at pages 11 to 16 and the section of the Agreement
entitled "Rights, Duties and Obligations of General Partners" at
pages A-19 to A-25 of the Agreement. The relationship of the
Corporate General Partner to its affiliates is set forth in Item 10.
Cezar M. Froelich, a former Individual General Partner and a
shareholder of the Corporate General Partner, is a principal of the
law firm of Shefsky & Froelich Ltd., which firm acted as securities
and real estate counsel to the Partnership and certain of its
affiliates.
(c) No management persons are indebted to the Partnership.
(d) There have been no transactions with promoters.
Item 14. Controls and Procedures.
Within 90 days prior to the date of this report, we completed an
evaluation, under the supervision and with the participation of
management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation
of our disclosure controls and procedures pursuant to Rule 13a-14
of the Securities Exchange Act of 1934. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of the
evaluation date.
No significant changes were made to our internal controls or in
other factors that could significantly affect these controls
subsequent to the date of their evaluation.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) The following documents are filed as part of this report:
(1) (2) Financial Statements and Schedule indicated in Part II,
Item 8 "Financial Statements and Supplementary Data."
(See Index to Financial Statements and Schedule on page
F-1 of Form 10-K).
(3) Exhibits required by the Securities and Exchange
Commission Regulation S-K Item 601:
(21) Subsidiaries of the Registrant.
The following exhibits are incorporated by reference from the
Registrant's Registration Statement (File No. 33-11899) on Form S-11
filed under the Securities Act of 1933:
Exhibit No. Description
3.(a) Restated Limited Partnership Agreement
3.(b) Articles of Incorporation of Brauvin
Realty Advisors, Inc.
3.(c) By-Laws of Brauvin Realty Advisors, Inc.
3.(d) Amendment to the Certificate of Limited
Partnership of the Partnership
10.(a) Escrow Agreement
(b) Form 8-K.
None
(c) An annual report for the fiscal year 2002 will be sent to the
Interest Holders subsequent to this filing.
The following exhibits are incorporated by reference to the
Registrant's fiscal year ended December 31, 1994 Form 10-K (File No.
0-17557):
Exhibit No. Description
(10)(b)(1) Management Agreement
(28) Pages 9-16 of the Partnership's Prospectus dated
September 4, 1987 as supplemented, and pages A-12
to A-17 and A-19 to A-25 of the Agreement.
The following exhibits are incorporated by reference to the
Registrant's definitive proxy statement dated August 23, 1996 (File
No. 0-17557):
Exhibit No. Description
(10)(c) Merger Agreement.
The following exhibit is incorporated by reference to the
Registrant's fiscal year ended December 31, 1996 Form 10-K (File No.
0-17557):
(10)(d) First Amendment and Waiver to Agreement and Plan
of Merger.
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 HIGH YIELD FUND L.P.
BY: Brauvin Realty Advisors, 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/ Thomas E. Murphy
Thomas E. Murphy
Chief Financial Officer and Treasurer
By:/s/ James L. Brault
James L. Brault
Vice President and Secretary
INDIVIDUAL GENERAL PARTNER
/s/ Jerome J. Brault
Jerome J. Brault
DATED: March 31, 2003
CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER
OF
BRAUVIN REALTY ADVISORS, INC.
CORPORATE GENERAL PARTNER
OF
BRAUVIN HIGH YIELD FUND L.P.
I, Jerome J. Brault, Chief Executive Officer of the Company, certify
that:
1. I have reviewed this annual report on Form 10-K of Brauvin High
Yield Fund L.P.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the consolidated financial
condition, results of operations and statement of changes in
net assets in liquidation of the registrant as of, and for, the
periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this annual
report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this annual report
(the "Evaluation Date"); and
c) presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or
operation of internal controls which could aversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated
in this annual report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weaknesses.
BY:/s/ Jerome J. Brault
Jerome J. Brault
Chairman of the Board of Directors,
President and Chief Executive Officer
DATE: March 31, 2003
CERTIFICATE OF THE CHIEF FINANCIAL OFFICER
OF
BRAUVIN REALTY ADVISORS, INC.
CORPORATE GENERAL PARTNER
OF
BRAUVIN HIGH YIELD FUND L.P.
I, Thomas E. Murphy, Chief Financial Officer of the Company, certify
that:
1. I have reviewed this annual report on Form 10-K of Brauvin High
Yield Fund L.P.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the consolidated financial
condition, results of operations and statement of changes in
net assets in liquidation of the registrant as of, and for, the
periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this annual
report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this annual report
(the "Evaluation Date"); and
c) presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or
operation of internal controls which could aversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated
in this annual report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weaknesses.
BY:/s/ Thomas E. Murphy
Thomas E. Murphy
Chief Financial Officer and Treasurer
DATE: March 31, 2003
Exhibit 99
SECTION 906 CERTIFICATION
The following statement is provided by the undersigned to
accompany the Annual report on Form 10-K for the year ended December
31, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
and shall not be deemed filed pursuant to any provisions of the
Securities Exchange Act of 1934 or any other securities law:
Each of the undersigned certifies that the foregoing Report on
Form 10-K fully complies with the requirements of Section 13(a) of
the Securities Exchange Act of 1934 (15 U.S.C. 78m) and that the
information contained in the Form 10-K fairly presents, in all
material respects, the financial condition and results of operations
of Brauvin High Yield Fund L.P.
BY: Brauvin Realty Advisors, Inc.
Corporate General Partner of
Brauvin High Yield Fund L.P.
BY:/s/ Jerome J. Brault
Jerome J. Brault
Chairman of the Board of Directors,
President and Chief Executive Officer
DATE: March 31, 2003
BY:/s/ Thomas E. Murphy
Thomas E. Murphy
Chief Financial Officer and Treasurer
DATE: March 31, 2003
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Page
Independent Auditors' Report . . . . . . . . . . . . . . . . . . F-2
Independent Auditors' Report . . . . . . . . . . . . . . . . . . F-3
Financial Statements:
Statements of Net Assets in Liquidation
as of December 31, 2002 and December 31, 2001
(Liquidation Basis). . . . . . . . . . . . . . . . . . . . . . . F-4
Statement of Changes in Net Assets
in Liquidation for the year ended December 31, 2002
(Liquidation Basis) . . . . . . . . . . . . . . . . . . . . . . F-5
Statement of Changes in Net Assets
in Liquidation for the year ended December 31, 2001
(Liquidation Basis) . . . . . . . . . . . . . . . . . . . . . . F-6
Statements of Operations for the years ended December 31,
2002, December 31, 2001, and December 31, 2000
(Liquidation Basis). . . . . . . . . . . . . . . . . . . . . . . F-7
Notes to Financial Statements . . . . . . . . . . . . . . . . . F-8
Schedule III -- Real Estate and Accumulated
Depreciation, December 31, 2002. . . . . . . . . . . . . . . . F-23
All other schedules provided for in Item 14(a)(2) of Form 10-K are
either not required, or are inapplicable, or not material.
INDEPENDENT AUDITORS' REPORT
Partners
Brauvin High Yield Fund L.P.
We have audited the accompanying financial statements of Brauvin High
Yield Fund L.P., for the years ended December 31, 2002 and 2001 as
listed in the index to financial statements. These financial
statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with U.S. generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Brauvin
High Yield Fund L.P. at December 31, 2002 and 2001, and the results
of its operations for the years then ended in conformity with
accounting principles generally accepted in the United States of
America.
Altschuler, Melvoin and Glasser LLP
Chicago, Illinois
January 28, 2003
INDEPENDENT AUDITORS' REPORT
To the Partners
Brauvin High Yield Fund L.P.
Chicago, Illinois
We have audited the statement of net assets of Brauvin High Yield
Fund L.P. as of December 31, 2000 (not presented herein) and the
related statements of changes in net assets (not presented herein)
and operations the year ended December 31, 2000. These financial
statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the financial position of the Brauvin High Yield
Fund L.P. at December 31, 2000 and the results of its operations and
its cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.
Deloitte & Touche
Chicago, Illinois
February 16, 2001
BRAUVIN HIGH YIELD FUND L.P.
(a Delaware limited partnership)
STATEMENTS OF NET ASSETS IN LIQUIDATION AS OF
DECEMBER 31, 2002 AND DECEMBER 31, 2001
December 31, 2002 December 31,2001
ASSETS
Cash and cash equivalents $ 3,906,927 $4,880,855
Total Assets 3,906,927 4,880,855
LIABILITIES
Accounts payable and
accrued expenses 20,050 212,357
Reserve for estimated costs during
the period of liquidation 140,800 98,800
Total Liabilities 160,850 311,157
Net Assets in Liquidation $ 3,746,077 $4,569,698
See accompanying notes to financial statements.
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(LIQUIDATION BASIS) FOR THE YEAR ENDED December 31, 2002
Net Assets in Liquidation
at January 1, 2002 $4,569,698
Net loss (94,326)
Distribution to Interest Holders (729,295)
Net Assets in Liquidation
at December 31, 2002 $3,746,077
See accompanying notes to financial statements.
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(LIQUIDATION BASIS) FOR THE YEAR ENDED DECEMBER 31, 2001
Net Assets in Liquidation
at January 1, 2001 $4,689,924
Loss from operations (116,301)
Loss on sale of property (3,925)
Net Assets in Liquidation
at December 31, 2001 $4,569,698
See accompanying notes to financial statements.
STATEMENTS OF OPERATIONS (LIQUIDATION BASIS)
FOR THE YEARS ENDED DECEMBER 31 2002, 2001 AND 2000
2002 2001 2000
INCOME
Rental $ -- $ 3,713 $1,317,733
Interest and other 85,786 208,436 221,612
Total income 85,786 212,149 1,539,345
EXPENSES
General and administrative 180,112 127,467 380,446
Management fees (Note 4) -- -- 13,138
Transaction costs (Note 7) -- 200,983 97,410
180,112 328,450 490,994
(Loss) income before gain on
sale of property and equity
interest in joint ventures (94,326) (116,301) 1,048,351
(Loss) gain on sale of
property -- (3,925) 239,146
(Loss) income before equity
interest in joint ventures (94,326) (120,226) 1,287,497
Equity Interest in Joint
Ventures' net (loss) income:
Brauvin High Yield Venture -- -- (598)
Brauvin Funds Joint Venture -- -- 1,039,779
Total Joint Venture
net income -- -- 1,039,181
(Loss) income before
adjustment to liquidation
basis (94,326) (120,226) 2,326,678
Adjustment to liquidation
basis -- -- (1,693,669)
Net (loss) income $ (94,326) $ (120,226) $ 633,009
Net (loss) income allocated to:
General Partners $ (1,887) $ (2,405) $ 12,660
Interest Holders $ (92,439) $ (117,821) $ 620,349
Net (loss) income per
Unit outstanding (a) $ (0.04) $ (0.04) $ 0.24
(a) Net (loss) income per Unit is based on 2,627,503 Units outstanding.
See accompanying notes to financial statements.
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
BRAUVIN HIGH YIELD FUND L.P. (the "Partnership") is a Delaware
limited partnership organized for the purpose of acquiring debt-free
ownership of existing, free-standing, income-producing retail,
office and industrial real estate properties predominantly subject
to "triple-net" leases. The General Partners of the Partnership are
Brauvin Realty Advisors, Inc. and Jerome J. Brault. Brauvin Realty
Advisors, Inc. is owned primarily by Messrs. Brault (beneficially)
(44%) and Cezar M. Froelich (44%). 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, was
the selling agent of the Partnership. The Partnership is managed
by an affiliate of the General Partners.
The Partnership was formed on January 6, 1987 and filed a
Registration Statement on Form S-11 with the Securities and Exchange
Commission which became effective on September 4, 1987. The sale
of the minimum of $1,200,000 of depository units representing
beneficial assignments of limited partnership interests of the
Partnership (the "Units") necessary for the Partnership to commence
operations was achieved on November 18, 1987. The Partnership's
offering closed on May 19, 1988. A total of $25,000,000 of Units
were subscribed for and issued between September 4, 1987 and May 19,
1988, pursuant to the Partnership's public offering. Through
December 31, 2002, 2000 and 1999 the Partnership had sold
$27,922,102 of Units. This total includes $2,922,102 of Units
purchased by Interest Holders who utilized their distributions of
Operating Cash Flow to purchase additional Units through the
distribution reinvestment plan (the "Plan"). Units valued at
$1,647,070 have been repurchased by the Partnership from Interest
Holders liquidating their investment in the Partnership and have
been retired as of December 31, 2002, 2001 and 2000. As of December
31, 2002, the Plan participants have acquired Units under the Plan
which approximate 10% of total Units outstanding.
The Partnership acquired the land and buildings underlying 20 Taco
Bell restaurants, 11 Ponderosa restaurants and two Children's World
Learning Centers. The Partnership also acquired 1%, 49%, 23.4% and
16% equity interests in four joint ventures with three entities
affiliated with the Partnership. These ventures owned the land and
buildings underlying six Ponderosa restaurants, a Scandinavian
Health Spa, a CompUSA store and a Blockbuster Video store,
respectively.
Prior to 1999, the Partnership sold its interest in one Ponderosa
owned through a Joint Venture. In 1999, the Partnership sold one
of its Taco Bell units. In addition, two Ponderosa restaurants were
sold in 1999 by the Partnership, and the Partnership also sold its
joint venture interests in the CompUSA store and the Blockbuster
Video Store.
Pursuant to the approval of the "Special Master" appointed by the
court and the United States District Court, on August 7, 2000, an
affiliated entity purchased all but one of the Partnership's
remaining properties resulting in net proceeds to the Partnership
of approximately $11,681,000. The Partnership sold its sole
remaining property to an affiliate in January 2001 for a contract
price of $175,000.
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.
Basis of Accounting
As a result of the settlement agreement (see Note 7), which was
approved by the United States District Court for the Northern
District of Illinois on June 18, 1999, the Partnership began the
liquidation process and, in accordance with generally accepted
accounting principles, the Partnership's financial statements for
periods subsequent to June 18, 1999 have been prepared on the
liquidation basis of accounting. Accordingly, the carrying values
of assets are presented at estimated net realizable amounts and
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 December 31, 2002.
Accounting Method
The accompanying financial statements have been prepared using the
accrual method of accounting.
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. 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.
Investment in Real Estate
Prior to the conversion to the liquidation basis of accounting,
the operating properties acquired by the Partnership were stated at
cost including acquisition costs, net of impairment adjustments.
Depreciation expense was computed on a straight-line basis over
approximately 35 years.
In 1999 and 2000, the Partnership recorded impairment charges to
reduce the cost basis of real estate to its estimated fair value
when the real estate was judged to have suffered an impairment that
was other than temporary (see Notes 2 and 8).
Investment in Joint Ventures
Prior to August 7, 2000 the Partnership owned a 1% equity interest
in Brauvin High Yield Venture, which owned the land and building
underlying five Ponderosa restaurants and a 49% equity interest in
Brauvin Funds Joint Venture, which owned the land and building
underlying a Scandinavian Health Spa. The accompanying financial
statements include the investments in Brauvin High Yield Venture and
Brauvin Funds Joint Venture using the equity method of accounting.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid debt
instruments with an original maturity within three months of
purchase.
Restricted Cash
Per the terms of the settlement agreement (see Note 7) the
Partnership was required to establish a cash reserve that was
restricted for the payment of the General Partners' legal fees and
costs. The release of these funds to the General Partners was
subject to the certification by the Special Master that the General
Partners had been cooperative, did not breach their fiduciary duties
to the Limited Partners, did not breach the settlement agreement or
the Partnership Agreement and used their best efforts to manage the
affairs of the Partnership in such a manner as to maximize the value
and marketability of the Partnership's assets in accordance with
their obligations under the Partnership Agreement.
In November 2000, the General Partners received certification from
the Special Master and subsequently in January 2001 that the
restricted cash was released to the General Partners.
Estimated Fair Value of Financial Instruments
Disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of Statement of
Financial Accounting Standards No. 107, "Disclosures About Fair
Value of Financial Instruments." The estimated fair value amounts
have been determined by using available market information and
appropriate valuation methodologies. However, considerable
judgement is necessarily required in interpreting market data to
develop estimates of fair value.
The fair value estimates presented herein are based on information
available to management as of December 31, 2002 and 2001, 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.
The carrying amounts of the following items are a reasonable
estimate of fair value: cash and cash equivalents and accounts
payable and accrued expenses.
Derivatives and Hedging Instruments
In June 1998, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133"), which requires that all derivatives be recognized as
assets and liabilities in the balance sheet and be measured at fair
value. SFAS 133 also requires changes in fair value of derivatives
to be recorded each period in current earnings or comprehensive
income depending on the intended use of the derivatives. In June,
2000, the FASB issued SFAS 138, which amends the accounting and
reporting standards of SFAS 133 for certain derivatives and certain
hedging activities. SFAS 133 and SFAS 138 were adopted by the
Partnership effective January 1, 2001. The Partnership had no
derivatives in 2002 or 2001.
Recent Accounting Pronouncements
In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, "Business Combinations" ("SFAS 141"). SFAS 141
requires the purchase method of accounting for business combinations
initiated after June 30, 2001 and eliminates the pooling-of-
interests method. In July 2001, the FASB issued Statement of
Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"), which was effective January 1,
2002. SFAS 142 requires, among other things, the discontinuance of
goodwill amortization. In addition, the standard includes
provisions for the reclassification of certain existing intangibles,
reassessment of the useful lives of existing intangibles,
reclassification of certain intangibles out of previously reported
goodwill and the identification of reporting units for purposes of
assessing potential future impairments of goodwill.
Application of the statements to future acquisitions, if any,
could result in the recognition, upon acquisition, of additional
intangible assets (acquired in-place lease origination costs and
acquired above market leases) and liabilities (acquired below market
leases), which would be amortized over the remaining terms of the
acquired leases.
In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 143, "Accounting for Asset Retirement Obligations"
("SFAS 143"), which is effective for years beginning after June 15,
2002. SFAS 143 requires recognition of a liability and associated
asset for the fair value of costs arising from legal obligations
associated with the retirement of tangible long-lived assets. The
asset is to be allocated to expense over its estimated useful life.
In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" ("SFAS 144"), which was effective for fiscal
years beginning after December 15, 2001. SFAS 144 supersedes FASB
Statement No. 121, "Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to Be Disposed Of" ("SFAS 121"). SFAS
144 retains the recognition and measurement requirements of SFAS
121, but resolves significant SFAS 121 implementation issues. In
addition, it applies to a segment of a business accounted for as a
discontinued operation.
In April 2002, FASB issued Statement of Financial Accounting
Standards No. 145, "Recession of FASB Statements No. 4, 44,
Amendment of FASB No. 13, and Technical Corrections" ("SFAS 145").
Generally, the recission of FASB No. 4, "Reporting Gains and Losses
from Extinguishment of Debt" would require that debt extinguishment
costs are to no longer be treated as extraordinary items. The
amendment to FASB No. 13, "Accounting for Leases" requires sale-
leaseback accounting for certain lease modifications that have the
economic effects that are similar to sale-leaseback transactions.
This statement is generally effective for the year ending December
31, 2003.
In November 2002, FASB issued FASB Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others" (FIN 45).
FIN 45 elaborates on the disclosures to be made by a guarantor in
its interim and annual financial statements about its obligations
under certain guarantees that it has issued and clarifies that a
guarantor is required to recognize, at inception of the guarantee,
a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and measurement
provisions of FIN 45 are applicable to guarantees issued or modified
after December 31, 2002. The disclosure requirements of FIN 45 are
effective for periods ending after December 15, 2002.
In January 2003, FASB issued interpretation No. 46,
"Consolidation of Variable Interest Entities" (FIN 46). FIN 46
addresses consolidation by business enterprises of certain variable
interest entities in which the equity investors do not have the
characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other
parties. FIN 46 applies to variable interest entities created after
January 31, 2003 and to such entities in which the interest was
acquired prior to February 1, 2003 for fiscal years and interim
periods beginning after June 15, 2003.
The Partnership does not believe that the adoption of SFAS 143,
144 and 145 and FIN 45 and 46, will have a significant impact on its
financial statements.
(2) ADJUSTMENT TO LIQUIDATION BASIS
On June 18, 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 $2,133,527.
In 2000, an affiliated entity proposed purchasing all of the
Partnership's assets for approximately $12,550,000 (inclusive of all
the joint venture interests). In May 2000, the Special Master
approved this proposal and recommended that the United States
District Court for the Northern District of Illinois approve this
bid. As a result the Partnership further adjusted its investment
in real estate to decrease the value of real estate held for sale
by $1,693,669.
Pursuant to the approval of the Special Master and the United
States District Court, on August 7, 2000, an affiliated entity
purchased all but one of the Partnership's properties. In January
2001, the Partnership sold its last remaining property to another
affiliated purchaser.
(3) PARTNERSHIP AGREEMENT
Distributions
All Operating Cash Flow, as defined in the Partnership Agreement
(the "Agreement"), shall be distributed: (a) first, to the Interest
Holders until the Interest Holders receive an amount equal to their
10% Current Preferred Return, as such term is defined in the
Agreement; and (b) thereafter, any remaining amounts will be
distributed 98% to the Interest Holders and 2% to the General
Partners. The net proceeds of a sale or refinancing of a
Partnership property shall be distributed as follows:
* first, to the Interest Holders until each Interest Holder has
been paid an amount equal to the 10% Cumulative Preferred
Return, as defined in the Agreement;
* second, to the Interest Holders until each Interest Holder has
been paid an amount equal to his Adjusted Investment, as
defined in the Agreement;
* third, to the General Partners until they have been paid an
amount equal to a 2% preferred return; and
* fourth, 95% of any remaining Net Sale or Refinancing Proceeds,
as such term is defined in the Agreement, to the Interest
Holders and the remaining 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 98% to the Interest Holders and 2% 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 Taxable Interest Holders, 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
Interest Holders until the Interest Holders have been allocated
profits equal to their 10% Cumulative Preferred Return; (c) third,
to the Interest Holders until the Interest Holders have been
allocated an amount of profit equal to the amount of their Adjusted
Investment; (d) fourth, to the General Partners until such time as
they have been allocated profits equal to a 2% preferred return; and
(e) thereafter, 95% to the Interest Holders 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, 98% to the Interest Holders and 2% to the General
Partners.
(4) TRANSACTIONS WITH RELATED PARTIES
An affiliate of the General Partners managed the Partnership's
real estate properties for an annual management fee equal to up to
1% of gross revenues derived from the properties. The property
management fee was subordinated, annually, to receipt by the
Interest Holders of an annual 10% non-cumulative, non-compounded
return on Adjusted Investment (as defined).
The Partnership paid affiliates of the General Partners selling
commissions of 8-1/2% of the capital contributions received for
Units sold by the affiliates.
An affiliate of one of the former General Partners provided
securities and real estate counsel to the Partnership.
The Partnership paid an affiliate of the General Partners an
acquisition fee in the amount of up to 4.5% of the gross proceeds
of the Partnership's offering for the services rendered in
connection with the process pertaining to the acquisition of
properties. Acquisition fees related to the properties not
ultimately purchased by the Partnership were expensed as incurred.
Fees, commissions and other expenses paid or payable to the
General Partners or their affiliates for the years ended December
31, 2002, 2001 and 2000 were as follows:
2002 2001 2000
Management fees $ -- $ -- $ 13,138
Reimbursable operating
expenses (allocated
overhead and
administrative costs 76,933 73,425 239,625
As of December 31, 2002 and 2001, the Partnership has made all
payments to affiliates.
(5) WORKING CAPITAL RESERVES
The Partnership had set aside 1% of the gross proceeds of its
public offering as a working capital reserve, which was subsequently
reduced to 1/2% ($125,000), which is included in cash and cash
equivalents at December 31, 2002 and 2001.
(6) INVESTMENT IN JOINT VENTURES
Prior to August 7, 2000, the Partnership owned equity interests
in Brauvin High Yield Venture and Brauvin Funds Joint Venture and
reported its investments using the equity method. On August 7,
2000, the Partnership sold its joint venture equity interest to an
affiliated party.
The following are condensed financial statements for the Brauvin
High Yield Venture and Brauvin Funds Joint Venture:
BRAUVIN HIGH YIELD VENTURE
Liquidation Basis
January 1,
2000 to
August 7,
2000
Rental and other income $393,412
Expenses:
Management fees 3,747
Operating and
administrative 43,795
47,542
Net income before gain on sale of property 345,870
Gain on sale of property 215
Net income before adjustment to
liquidation basis 346,085
Adjustment to liquidation basis (405,909)
Net loss $(59,824)
BRAUVIN FUNDS JOINT VENTURE
Liquidation Basis
January 1,
2000 to
August 7,
2000
Rental and other income $ 435,534
Expenses:
Management fees 4,292
Operating and
administrative 2,504
6,796
Net income before gain
on sale 428,738
Gain on sale of
property 1,693,260
Net income $2,121,998
(7) MERGER AND LITIGATION
The Partnership had proposed to merge with and into an entity
affiliated with certain of the General Partners. Promptly upon
consummation of the merger, the Partnership would have ceased to
exist and the surviving entity would have succeeded to all of the
assets and liabilities of the Partnership.
The merger was not completed primarily due to litigation and by
agreement of the Partnership and the General Partners and pursuant
to a motion of the General Partners, the District Court entered an
order preventing the Partnership and the General Partners from
completing the merger of otherwise disposing of all or substantially
all of the Partnership's assets until further order of the Court.
Two legal actions against the Partnership, the General Partners
and affiliates of such General Partners, in connection with the
merger have been settled. On April 13, 1999, all the parties to the
litigation reached an agreement to settle the litigation and the
United States District Court for the Northern District of Illinois
approved the settlement on June 18, 1999. One additional legal
action, which was dismissed on January 28, 1998 had also been
brought against the General Partners and affiliates of such General
Partners, as well as the Partnership on a nominal basis in
connection with the merger.
On November 8, 2001, the Magistrate Judge for the United States
District Court for the Northern District of Illinois ruled on the
plaintiff's legal fee petition. The plaintiff's attorneys
subsequently challenged this ruling. On July 19, 2002, the Assigned
Judge for the Northern District of Illinois affirmed the legal fee
petition ruling of the Magistrate Judge. The plaintiff's attorneys
appealed this ruling. On September 24, 2002, the plaintiff's
attorneys filed a Stipulation of Dismissal of their appeal in the
District Court for the Northern District of Illinois, and
accordingly, the Partnership paid total plaintiff's attorney fees
and costs of $191,978 on September 24, 2002.
(8) SALE OF PARTNERSHIP ASSETS
In 2000, an affiliated entity proposed purchasing all of the
Partnership's assets for approximately $12,550,000 (inclusive of all
the joint venture interests). In May 2000, the Special Master
approved this proposal and recommended that the United States
District Court for the Northern District of Illinois approve this
bid.
In conjunction with the sale, the Special Master approved total
reserves for the Partnership in the amount of $4,620,228. These
reserves are to be held by the Partnership and after payment of all
legal and operating expenses, the balance is to be distributed the
Interest Holders.
Pursuant to the approval of the Special Master and the United
States District Court, on August 7, 2000, an affiliated entity
purchased all but one of the Partnership's properties. The
Partnership sold its sole remaining property to an affiliate in
January 2001 for a contract sale price of $175,000.
(9) LEASES
The Partnership's rental income was principally obtained from
tenants through rental payments provided under triple-net
noncancellable operating leases.
The Partnership sold its sole remaining property to an affiliate
in January 2001.
SCHEDULE III
BRAUVIN HIGH YIELD FUND L.P.
(a Delaware limited partnership)
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2002
Gross Amount at Which Carried
Initial Cost (a) at Close of Period (b)
Buildings, Buildings, Real
Personal Cost of Personal Estate
Property and Subsequent Property and Held for Accumulated
Date
Description Encumbrances(c) Land Improvements Improvements Land Improvements
Sale Depreciation Acquired
Taco Bells $0 $2,245,312 $5,239,062 $0 $2,093,512 $ 4,884,862 $0
$1,696,083 12/87-2/88
Ponderosas 0 3,167,168 7,390,057 0 2,975,468 6,942,757 0
2,229,935 9/88-11/89
Children's World
Learning Centers 0 356,288 831,338 0 356,288 831,338 0
227,948 7/89
Unallocated additional
Acquisition Fee 0 0 93,750 0 0 93,750 0 27,013
11/90-12/90
Adjustment to
liquidation basis of
accounting and property
dispositions (d) 0 0 0 0 (5,425,268)(12,752,707) 0 (4,180,979)
$0 $5,768,768$13,554,207 $0 $ 0 $ 0 $0 $ 0
NOTES:
(a) The cost of this real estate is $19,322,975 for tax purposes (unaudited). The buildings are
depreciated over approximately
35 years using the straight line method. The properties were constructed between 1969 and
1986.
(b) The following schedule summarizes the changes in the Partnership's real estate and
accumulated depreciation balances:
Real estate 2002 2001 2000
Balance at beginning of year $ -- $ 171,937 $10,998,886
Adjustment to liquidation basis of accounting (d) -- -- (1,693,669)
Property sales -- (171,937) (9,133,280)
Balance at end of year $ 0 $ 0 $ 171,937
(c) Encumbrances - Brauvin High Yield Fund L.P. did not borrow cash in order to purchase its
properties. 100% of the land and
buildings were paid for with funds contributed by the Interest Holders.
(d) On June 18, 1999, the Partnership adopted the liquidation basis of accounting. In
conjunction with the adoption to the
liquidation basis of accounting the carrying value of the assets were recorded at net
realizable amounts (estimated sales
price less all costs associated with the sale of the properties) and the designation of land and
building were classified
as into real estate held for sale.
EXHIBITS
TO
BRAUVIN HIGH YIELD FUND L.P.
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED
December 31, 2002
EXHIBIT INDEX
Exhibit (21) Subsidiaries of the Registrant
Exhibit 21
Name of Subsidiary State of Formation
Brauvin High Yield Venture Illinois
Brauvin Funds Joint Venture Illinois