AmREIT Monthly Income & Growth Fund IV LP - FORM 10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

o 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 000-53203

AmREIT MONTHLY INCOME & GROWTH FUND IV, L.P.
(Exact Name of Registrant as Specified in Its Charter)


Delaware	20-5685431
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

8 Greenway Plaza, Suite 1000
Houston, Texas	77046
(Address of Principal Executive Offices)	(Zip Code)


713-850-1400
(Registrant’s Telephone Number, Including Area Code)

Not applicable
(Former Name, Former Address and Formal Fiscal Year, if Changed Since Last Report)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x

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			Page
Definitions			ii
Part I – Financial Information
	Item 1.	Financial Statements.	1
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	17
	Item 4.	Controls and Procedures.	17

Part II – Other Information
	Item 1.	Legal Proceedings.	18
	Item 1A.	Risk Factors.	18
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	18
	Item 3.	Defaults Upon Senior Securities.	18
	Item 4.	Mine Safety Disclosures.	18
	Item 5.	Other Information.	18
	Item 6.	Exhibits.	18
Signatures			19
Exhibit Index			20

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DEFINITIONS

As used in this Quarterly Report, the following abbreviations and terms have the meanings as listed below. Additionally, the terms “we,” “our,” “MIG IV,” the “Partnership” and “us” refer collectively to AmREIT Monthly Income & Growth Fund IV, L.P. and its subsidiaries, including joint ventures, unless the context clearly indicates otherwise.


ABBREVIATION		DEFINITION

AmREIT		AmREIT, Inc., a Maryland corporation and parent of our General Partner.

Annual Report		Annual report on Form 10-K filed with the SEC for the year ended December 31, 2013.

ARIC		AmREIT Realty Investment Corporation and its consolidated subsidiaries, a wholly-owned taxable REIT subsidiary of AmREIT.

CEO		Chief Executive Officer.

CFO		Chief Financial Officer.

Exchange Act		Securities Exchange Act of 1934, as amended.

FASB		Financial Accounting Standards Board.

GAAP		U.S. generally accepted accounting principles.

General Partner		AmREIT Monthly Income & Growth IV Corporation, a wholly-owned subsidiary of AmREIT.

GLA		Gross leasable area.

Limited Partners		Owners / holders of our Units.

MIG III		AmREIT Monthly Income & Growth Fund III, Ltd., an affiliated entity.

NYSE		New York Stock Exchange.

Offering		Both the issuance and sale of our initial 40 Units pursuant to the terms of a private placement memorandum dated November 15, 2006, and the subsequent sale of Units through March 31, 2008 (a total of 1,991 Units).

Partners		Collectively our General Partner and Limited Partners.

REIT		Real Estate Investment Trust.

SEC		Securities and Exchange Commission.

Securities Act		Securities Act of 1933, as amended.

Units		Limited partnership units sold in our Offering.

Quarterly Report		Quarterly Report on Form 10-Q filed with the SEC for the three and six months ended June 30, 2014.

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PART I – FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS.

AmREIT MONTHLY INCOME & GROWTH FUND IV, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except Unit data)


	June 30, 2014			December 31, 2013
		(unaudited)
ASSETS
Real estate investments at cost:
Land	$	7,458		$	7,505
Buildings		12,925			12,925
Tenant improvements		330			360
		20,713			20,790
Less accumulated depreciation and amortization		(2,981	)		(2,814	)
		17,732			17,976

Investment in non-consolidated entities		8,240			8,211
Acquired lease intangibles, net		—			21
Net real estate investments		25,972			26,208

Cash and cash equivalents		271			403
Tenant and accounts receivables, net		66			83
Accounts receivable - related party		19			419
Notes receivable, net		3			9
Deferred costs, net		61			73
Other assets		274			160
TOTAL ASSETS	$	26,666		$	27,355

LIABILITIES AND CAPITAL
Liabilities:
Notes payable	$	5,745		$	5,795
Notes payable - related party		1,366			1,091
Accounts payable and other liabilities		307			301
Accounts payable - related party		338			241
Acquired below-market lease intangibles, net		—			4
Security deposits		42			43
TOTAL LIABILITIES		7,798			7,475

Capital:
Partners’ capital:
General partner		—			—
Limited partners, 1,988 Units outstanding at
June 30, 2014 and December 31, 2013		14,849			15,829
TOTAL PARTNERS’ CAPITAL		14,849			15,829

Non-controlling interests		4,019			4,051
TOTAL CAPITAL		18,868			19,880

TOTAL LIABILITIES AND CAPITAL	$	26,666		$	27,355

See Notes to Consolidated Financial Statements.

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AmREIT MONTHLY INCOME & GROWTH FUND IV, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for per Unit data)
(unaudited)


	Three months ended June 30,						Six months ended June 30,
	2014			2013			2014			2013

Revenues:
Rental income from operating leases	$	222		$	244		$	466		$	496
Total revenues		222			244			466			496

Expenses:
General and administrative		32			15			40			37
General and administrative - related party		72			69			142			133
Asset management fees - related party		64			39			128			77
Property expense		78			76			260			191
Property management fees - related party		10			12			21			23
Legal and professional		52			59			123			116
Depreciation and amortization		119			130			287			259
Total operating expenses		427			400			1,001			836

Operating loss		(205	)		(156	)		(535	)		(340	)

Other income (expense):
Interest expense		(90	)		(116	)		(179	)		(228	)
Income (loss) from non-consolidated entities		(83	)		(115	)		(235	)		(315	)
Total other income (expense)		(173	)		(231	)		(414	)		(543	)

Income (loss) from continuing operations		(378	)		(387	)		(949	)		(883	)

Income (loss) from discontinued operations:
Income (loss) from real estate operations		(17	)		164			(27	)		189
Income (loss) from discontinued operations		(17	)		164			(27	)		189

Net income (loss), including non-controlling interests		(395	)		(223	)		(976	)		(694	)

Net (income) loss attributable to non-controlling interests		(4	)		(27	)		(4	)		25

Net income (loss) attributable to partners	$	(399	)	$	(250	)	$	(980	)	$	(669	)

Weighted average Units outstanding		1,988			1,988			1,988			1,988
Net income (loss) per Unit
Income (loss) from continuing operations	$	(190.14	)	$	(194.67	)	$	(477.36	)	$	(444.17	)
Income (loss) from discontinued operations	$	(8.55	)	$	82.49			(13.58	)		95.07
(Income) loss attributable to non-controlling interests	$	(2.01	)	$	(13.58	)		(2.01	)		12.58
Net income (loss) attributable to partners	$	(200.70	)	$	(125.75	)	$	(492.95	)	$	(336.52	)

See Notes to Consolidated Financial Statements.

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AmREIT MONTHLY INCOME & GROWTH FUND IV, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CAPITAL
For the six months ended June 30, 2014
(in thousands)
(unaudited)


	Partners’ Capital
	General Partner		Limited Partners			Non-Controlling Interests			Total

Balance at December 31, 2013	$	—	$	15,829		$	4,051		$	19,880

Net income (loss) attributable to partners ⁽¹⁾		—		(980	)		4			(976	)
Distributions to non-controlling interests		—		—			(36	)		(36	)

Balance at June 30, 2014	$	—	$	14,849		$	4,019		$	18,868


	(1)	The allocation of net income includes a curative allocation to increase the General Partner’s capital account by $10 for the period. The cumulative curative allocation since inception of the Partnership is $287. The Partnership Agreement provides that no Partner shall be required to fund a deficit balance in their capital account.

See Notes to Consolidated Financial Statements.

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AmREIT MONTHLY INCOME & GROWTH FUND IV, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)


	Six months ended June 30,
	2014			2013
Cash flows from operating activities:
Net income (loss), including non-controlling interests	$	(976	)	$	(694	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Bad debt expense		12			(23	)
Loss from non-consolidated entities		235			315
Depreciation and amortization		291			361
Decrease (increase) in tenant and accounts receivable		5			(351	)
(Increase) in accounts receivable - related party		—			(224	)
(Increase) in other assets		(114	)		(143	)
(Decrease) in accounts payable and other liabilities		(19	)		(5	)
Increase (decrease) in accounts payable - related party		298			162
Increase (decrease) in security deposits		(1	)		7
Net cash provided by (used in) operating activities		(269	)		(595	)

Cash flows from investing activities:
Improvements to real estate		(65	)		(511	)
Payments received on notes receivable		6			8
Repayments from related party		474			—
Investment in non-consolidated entities		(364	)		(240	)
Distributions from non-consolidated entities		100			146
Net proceeds applied to land basis		72			72
Net cash provided by (used in) investing activities		223			(525	)

Cash flows from financing activities:
Proceeds from notes payable		—			460
Payments on notes payable		(50	)		(69	)
Proceeds from notes payable - related party		—			860
Contributions from non-controlling interests		—			146
Distributions to non-controlling interests		(36	)		—
Net cash provided by (used in) financing activities		(86	)		1,397

Net increase (decrease) in cash and cash equivalents		(132	)		277
Cash and cash equivalents, beginning of period		403			129
Cash and cash equivalents, end of period	$	271		$	406

Supplemental schedule of cash flow information:

Cash paid during the period for:
Interest	$	162		$	270
Taxes	$	10		$	6

Supplemental schedule of noncash investing and financing activities:

Capitalization of accrued property taxes into the basis of our land at	$	(25	)	$	124
Woodlake Pointe

Reclassification from accounts payable - related party to notes payable -	$	275		$	273
related party

Reclassification from accounts receivable to notes receivable	$	—		$	55

Construction fees included in accounts payable	$	—		$	21

See Notes to Consolidated Financial Statements.

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AmREIT MONTHLY INCOME & GROWTH FUND IV, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2014
(unaudited)


1.	DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

General

We are a Texas limited partnership formed on October 10, 2006, to acquire, develop and operate, directly or indirectly through joint venture arrangements, a portfolio of commercial real estate consisting primarily of multi-tenant shopping centers and mixed-use developments. Our General Partner is a subsidiary of AmREIT, an SEC reporting, Maryland corporation whose common stock is listed on the NYSE and that has elected to be taxed as a REIT. As of June 30, 2014, our investments included a wholly-owned property comprising 36,306 square feet of GLA, one property in which we own a controlling interest comprising 82,120 square feet of GLA and three properties in which we own a non-controlling interest through joint ventures comprising 937,678 square feet of GLA.

Our operating period ended in November 2013, and we have entered into our liquidation period. However, an orderly liquidation of all of our properties will likely take years for our General Partner to complete and wind up our operations. Because we have entered into our liquidation period, we will not invest in any new real estate without approval of our limited partners. Because liquidation was not imminent as of June 30, 2014, the financial statements are presented assuming we continue as a going concern.

Economic Conditions and Liquidity

As of June 30, 2014, we have $271,000 in cash on hand, and we continue to face liquidity challenges. Our results of operations and valuations of our real estate assets have been negatively impacted by overall economic conditions from the recession. Most of our retail properties were purchased prior to 2008 when retail real estate market prices were much higher, and our property valuations were negatively impacted by these market dynamics. The United States has experienced recent improvements in the general economy; however, it is difficult to determine if the improvements experienced in 2013 will continue through 2014 and into the future.

Our continuing short-term liquidity requirements consist primarily of operating expenses and other expenditures associated with our properties, regular debt service requirements and capital expenditures. We anticipate that our primary long-term liquidity requirements will include, but will not be limited to, operating expenses, making scheduled debt service payments, funding renovations, expansions, and other significant capital expenditures for our existing portfolio of properties including those of with our joint ventures.

We have been successful in meeting our historic cash shortfalls through (1) managing the timing of forecasted capital expenditures related to the lease-up of properties, (2) managing the timing of operating expense payments and, to the extent possible, accelerating cash collections, (3) deferring the payment of fees owed to our General Partner and its affiliates, (4) selling certain of our properties and investments in non-consolidated entities (see Note 3) and/or (5) obtaining funds through additional borrowings from AmREIT.

Our Cambridge and Holcombe property, in which we own a 50% interest, is secured by a $6.4 million mortgage loan that matures in March 2015. There is also a joint and several guaranty by us and our joint venture partner of up to 60% of the loan balance. We have reached an agreement with a third party to contribute the land into a multi-family development joint venture that would fully repay the debt outstanding and is estimated to yield a return that would allow us to recoup our investment in the site plus a nominal return. The due diligence period has expired and we expect to close this transaction during the third quarter of 2014.

During 2013, our Woodlake Square joint venture sold its Woodlake Square property and our Woodlake Pointe joint venture also sold a single tenant building and land parcel at our Woodlake Pointe property. Together, these transactions allowed us to repay approximately $4.0 million of our notes payable –related party.

During 2012, we and MIG III initiated a lease-up strategy at our Casa Linda property (a 50% joint venture between us and MIG III). We expect to fund a total of approximately $1.5 million in capital expenditures representing our 50% share of a lease-up strategy at this property. The lease-up strategy includes certain tenant build-out and site improvements. As of June 30, 2014, the joint venture has incurred approximately $1.4 million of the planned capital expenditures. Additionally, the joint venture refinanced the $38.0 million mortgage on the property on December 27, 2013, with a four-year, non-recourse loan with the opportunity for an additional funding of approximately $4.5 million related to the potential acquisition of an adjacent property.

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Although no assurance can be given, we believe that we will be able to generate liquidity sufficient to continue to execute our strategic plan; however, there is no guarantee that we and our joint ventures will be successful with the above liquidity initiatives, and we may continue to look to AmREIT to provide additional financial support to us to meet our operating cash needs. Historically, AmREIT has deferred payment of advisory fees and payment of notes payable – related party to the extent such deferral of payments were necessary for our continued operation. In the event our liquidity is not sufficient to execute our strategy, AmREIT has agreed to defer payments, subject to its continued ability to do so.

Strategic Plan

To navigate these challenging market conditions during our liquidation period, we and our General Partner have created a strategic plan to maximize the potential value of our real estate portfolio and execute an orderly, but opportunistic liquidation. We plan to:


	•	Complete our development and redevelopment projects with a goal to stabilize these projects over the next 6-12 months. We believe that completing our development and redevelopment projects including their lease-up and stabilization will allow us to maximize the return on these properties upon sale. Our investment in Cambridge & Holcombe represents our only investment property that is planned for development. See Note 3 of the Notes to Consolidated Financial Statements for further discussion of the development plans at this property.

	•	Continue to operate our projects in a first-class manner with a goal to generate operating cash flow in order to re-commence distributions. We believe that the stabilization of our development and redevelopment properties, coupled with the continued and intense oversight of our operating properties, will generate liquidity that could allow us to re-commence distributions to our Limited Partners; however, this most likely will not occur until we begin to sell our real estate assets.

	•	Sell our properties opportunistically, likely beginning in the next twelve months. Once a property is marketed for sale, it may take several months to receive offers and complete due diligence by both parties. Our General Partner continues to review market opportunities to sell our operating properties. When deciding whether or when to sell properties, our General Partner will consider factors such as potential appreciation of value and timing of cash flows. As we have now entered the liquidation period, we will not be acquiring new real estate investments. We will be completing our development and redevelopment projects and distributing net proceeds generated from property sales to our Limited Partners unless the General Partner has identified attractive acquisition opportunities and obtained a majority vote of the Limited Partners to re-invest such proceeds.


2.	BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Our financial records are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are recorded when incurred. The consolidated financial statements include our accounts as well as the accounts of any wholly- or majority-owned subsidiaries in which we have a controlling financial interest. Investments in joint ventures and partnerships in which we have the ability to exercise significant influence but do not exercise financial and operating control are accounted for using the equity method (see Note 3). The significant accounting policies of our non-consolidated entities are consistent with those of our subsidiaries in which we have a controlling financial interest. As of June 30, 2014, we do not have any interests in variable interest entities. All significant inter-company accounts and transactions have been eliminated in consolidation.

The consolidated financial statements included in this Quarterly Report have been prepared pursuant to the rules and regulations of the SEC and are unaudited. In our opinion, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments consisted of normal recurring items. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from these statements pursuant to the SEC rules and regulations and, accordingly, these financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013.

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Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

We consider all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of demand deposits at commercial banks and money market funds.

Revenue Recognition

Rental income from operating leases – We lease space to tenants under agreements with varying terms. Our leases are accounted for as operating leases, and, although certain leases of the properties provide for tenant occupancy during periods for which no rent is due and/or for changes in the minimum lease payments over the terms of the leases, revenue is recognized on a straight-line basis over the terms of the individual leases. Revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, possession or control occurs on the lease commencement date. In cases where significant tenant improvements are made prior to lease commencement, the leased asset is considered to be the finished space, and revenue recognition therefore begins when the improvements are substantially complete. Revenue from tenant reimbursements of taxes, maintenance expenses and insurance is recognized in the period the related expense is recorded. Additionally, certain of our lease agreements contain provisions that grant additional rents based upon tenants’ sales volumes (contingent or percentage rent). Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements. Accrued rents are included in tenant and accounts receivable, net.

Redevelopment Properties

Expenditures related to the redevelopment of real estate are capitalized as part of construction in progress, which includes carrying charges, primarily interest, real estate taxes and loan acquisition costs, and direct and indirect development costs related to buildings under construction. The capitalization of such costs ceases at the earlier of completion of major construction or when the property, or any completed portion, becomes available for occupancy. We capitalize costs associated with pending acquisitions of raw land once the acquisition of the property is determined to be probable.

Depreciation

Depreciation is computed using the straight-line method over an estimated useful life of up to 39 years for buildings and site improvements and over the life of the respective leases for tenant improvements. We re-evaluate the useful lives of our buildings and improvements as warranted by changing conditions at our properties. As part of this re-evaluation, we may also consider whether such changing conditions indicate a potential impairment, and we perform an impairment analysis, as necessary, at the property level. In the case of a property redevelopment, we reassess the useful lives of specific buildings or other improvements to be demolished as part of that redevelopment once the redevelopment is probable of occurring.

Impairment

We review our properties for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets, including acquired lease intangibles and accrued rental income, may not be recoverable through operations. We determine whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the property, with the carrying value of the individual property. If impairment is indicated, a loss will be recorded for the amount by which the carrying value of the asset exceeds its fair value. Both the estimated undiscounted cash flow analysis and fair value determination are based upon various factors that require complex and subjective judgments to be made by management. Such assumptions include projecting lease-up periods, holding periods, cap rates, rental rates, operating expenses, lease terms, tenant creditworthiness, tenant improvement allowances, terminal sales value and certain macroeconomic factors among other assumptions to be made for each property. For our multi-building retail centers, we consider the entire retail center as the asset group for purposes of our impairment analysis. We review our investments in non-consolidated entities for impairment based on a similar review of the properties held by the investee entity. No impairment charges were recognized during the three and six months ended June 30, 2014 or 2013.

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New Accounting Pronouncements:

In May 2014, the FASB issued “Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers” that will supersede the existing revenue recognition guidance under GAAP. The accounting update states that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. It also establishes a five-step model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. It is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. We are currently evaluating this accounting update and our existing revenue recognition policies to determine what impact, if any, this new guidance could have on our consolidated financial statements as well as what transition method we would utilize, if any, upon adoption.

In April 2014, the FASB issued Accounting Standards Update No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” Under the update, discontinued operations as defined as either 1) A component of and entity (or group of components) that (i) has been disposed of or meets the criteria to be classified as held-for-sale and (ii) represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results, or 2) is a business or nonprofit activity that on acquisition, meets the criteria to be classified as held-for-sale. The accounting update is effective on a prospective basis for disposals or assets meeting the definition as held-for-sale for accounting periods beginning on or after December 15, 2014. Early application is permitted, but only for those disposals that have not been reported in previously issued financial statements. Historically, we have classified and reported disposals of our operating properties for which operations and cash flows are clearly distinguished as discontinued operations. See Note 9. Upon adoption of this standard, we expect that future disposals of operating real estate assets will not qualify for discontinued operations reporting treatment depending on circumstances.

Subsequent Events

We identified no material subsequent events as of the date of this filing that materially impacted our consolidated financial statements.


3.	INVESTMENT IN NON-CONSOLIDATED ENTITIES

As of June 30, 2014, we have investments in four entities that are accounted for using the equity method of accounting due to our ability to exercise significant influence over them. Our investment balances as reported on our consolidated balance sheets are as follows (in thousands):


Investment	Ownership		June 30, 2014		December 31, 2013
Casa Linda		50%	$	2,950	$	3,104
Cambridge & Holcombe		50%		1,112		894
Shadow Creek Ranch		10%		3,869		3,996
Woodlake Square		6%		309		217
Total			$	8,240	$	8,211

Casa Linda - We own a 50% interest in AmREIT Casa Linda, LP, which owns a 325,000 square foot retail shopping center located in Dallas, Texas.. The remaining 50% is owned by MIG III, an affiliate of our General Partner. During 2012, we and MIG III initiated a lease-up strategy at Casa Linda. We expect to fund a total of approximately $1.5 million in capital expenditures representing our 50% share of a lease-up strategy at this property. The lease-up strategy includes certain tenant build-out and site improvements. As of June 30, 2014, the joint venture has incurred approximately $1.4 million of the planned capital expenditures. The property is secured by a $38.0 million mortgage loan that was refinanced on December 27, 2013, with a four-year, non-recourse mortgage on the property that includes additional funding of approximately $4.5 million for the potential acquisition of an adjacent property. The mortgage matures in December 2017.

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The mortgage bears interest at a variable rate, but includes an interest rate cap of 3% per annum. The interest rate cap was not designated as a hedge for financial reporting purposes, and our portion of the change in fair value is recognized in income (loss) from non-consolidated entities. For the six months ended June 30, 2014 and 2013, our portion of the decrease in fair value totaled $47,000 and $0, respectively, and is included in income (loss) from non-consolidated entities on our Consolidated Statements of Operations.

Cambridge & Holcombe - We own a 50% interest in Cambridge & Holcombe, LP, which owns 2.02 acres of raw land adjacent to the Texas Medical Center in Houston, Texas. The remaining 50% is owned by an unaffiliated third party. In June 2011, the $8.1 million loan matured unpaid. On April 26, 2012, we successfully extended this debt until March 27, 2013 in exchange for a 10% principal reduction on the note and payment of accrued interest. Our 50% portion of this payment was $536,000, which was funded through a loan from AmREIT. We closed on a second extension of the loan on May 17, 2013. The extended loan matures in March 2015. In connection with this extension, we and our joint venture partner entered into a joint and several guaranty of up to 60% of the loan balance. We have reached an agreement with a third party to contribute the land into a multi-family development joint venture that would fully repay the debt outstanding and is estimated to yield a return that would allow us to recoup our investment in the site plus a nominal return. The due diligence period has expired and we expect to close on this transaction during the third quarter of 2014. However, we can provide no assurances that this transaction will close on the terms and timeline described herein or at all.

Shadow Creek Ranch - We own a 10% interest in Shadow Creek Holding Company LLC, which owns Shadow Creek Ranch, a multi-tenant retail property located in Pearland, Texas with a combined GLA of approximately 613,000 square feet. The remaining 90% is owned by an unaffiliated third party (80%) and AmREIT (10%). The property is secured by a loan in the amount of $65.0 million at an annual interest rate of 5.48% until its maturity in March 2015.

Woodlake Square – We previously owned a 6% interest in the Woodlake Square property through a joint venture arrangement with affiliates of our General Partner, MIG III (3% ownership interest), ARIC (1% ownership interest) and an unaffiliated third party institutional partner (the remaining 90% ownership interest). On September 18, 2013, VIF II/AmREIT Woodlake L.P. sold Woodlake Square to AmREIT for $41.6 million based on arms-length negotiations between AmREIT and our third party institutional partner that owned a 90% interest in the property. Our remaining interest at June 30, 2014 and December 31, 2013 represents undistributed sales proceeds as the joint venture winds up its operations.

Combined condensed financial information for the underlying investee entities (at 100%) is summarized for the three and six months ended June 30, 2014 and 2013, as follows (in thousands):


	Three months ended June 30,						Six months ended June 30,
	2014			2013			2014			2013
Revenue	$	4,016		$	5,017		$	7,912		$	9,706
Depreciation and amortization		(1,481	)		(1,710	)		(2,991	)		(3,427	)
Interese expense		(1,341	)		(1,639	)		(2,650	)		(3,273	)
Net income (loss)		(312	)		(253	)		(669	)		(762	)


4.	NOTES PAYABLE

Our outstanding debt consolidated as of June 30, 2014 and December 31, 2013 relates to our mortgage loan securing our Village on the Green property. The mortgage loan bears interest at 5.5% and matures in April 2017. It may be prepaid, but is subject to a yield-maintenance premium or prepayment penalty.

As of June 30, 2014, we serve as the guarantor of debt in the amount of $23.9 million that is the primary obligation of our non-consolidated joint ventures. The debt for which we serve as guarantors matures in March 2015. We have not accrued any liability with respect to this debt as we believe it is unlikely we would be required to perform and, therefore, the fair value of any obligation would be insignificant.

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5.	FAIR VALUE MEASUREMENTS

GAAP emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. GAAP requires the use of observable market data, when available, in making fair value measurements. Observable inputs are inputs that the market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of ours. When market data inputs are unobservable, we utilize inputs that we believe reflect our best estimate of the assumptions market participants would use in pricing the asset or liability. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows:


	•	Level 1 Inputs – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access.

	•	Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

	•	Level 3 Inputs – Unobservable inputs for the asset or liability, which are typically based on the Partnership’s own assumptions, as there is little, if any, related market activity.

Our consolidated financial instruments consist of cash and cash equivalents, tenant and accounts receivable, accounts receivable – related party, notes payable, notes payable – related party, accounts payable – related party, and accounts payable and other liabilities. The carrying values of all of the financial instruments, except for our notes payable are representative of the fair values due to the short-term nature of the instruments. In determining the fair value of our fixed-rate debt instruments, we determine the appropriate treasury note rate based on the remaining time to maturity for each of the debt instruments. We then add the appropriate yield spread to the treasury note rate. The yield spread is a risk premium estimated by investors to account for credit risk involved in debt financing. The spread is typically estimated based on the property type and loan-to-value ratio of the debt instrument. The result is an estimate of the market interest rate a typical investor would expect to receive given the underlying subject asset (property type) and remaining time to maturity. The fair value of our fixed-rate notes payable is classified in Level 2 of the fair value hierarchy. As of June 30, 2014 and December 31, 2013, the fair value of fixed-rate notes payable was approximately $6.2 million and $6.3 million, respectively.


6.	CONCENTRATIONS

As of June 30, 2014 and December 31, 2013, each of our two consolidated properties individually comprised greater than 10% of our consolidated total assets. Consistent with our strategy of investing in areas that we know well, both properties are located in Texas metropolitan areas. These Texas properties represent 100% of our rental income for the three and six months ended June 30, 2014 and 2013. The following table details the base rents generated by our top tenants during the three and six months ended June 30, 2014 and 2013 (in thousands):


	Three months ended June 30,				Six months ended June 30,
Tenant	2014		2013		2014		2013
Paesano’s	$	55	$	54	$	109	$	109
Rouse Dental		22		14		45		28
Eurodesign Kitchen		9		8		16		16
The Mutual Fund Store		8		9		17		17
KT Nails and Spa		8		8		16		16
Total	$	102	$	93	$	203	$	186


7.	PARTNERS’ CAPITAL AND NON-CONTROLLING INTEREST

Distributions –We suspended all distribution payments in July 2009 and do not anticipate reinstating distributions until we have stabilized our properties and we generate liquidity that could allow us to re-commence distributions. See Note 1. All distributions to date have been a return of capital. Net cash flow, as defined below, will be distributed among the Limited Partners and the General Partner in the following manner:


	•	First - 100% to the Limited Partners (in proportion to their unreturned actual invested capital) until such time as the limited partners have received cumulative distributions from all sources equal to 100% of their actual invested capital (calculated using the actual purchase price per Unit);

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	•	Second - 100% to the General Partner until it has received cumulative distributions from all sources equal to 100% of its actual invested capital of $1,000;

	•	Third - 1% to the General Partner and 99% to the Limited Partners on a per Unit basis until such time as the Limited Partners have received cumulative distributions from all sources equal to 8.5% per annum, cumulative, uncompounded return on their unreturned deemed capital contributions (which will be equal to (i) the product of $25,000 per Unit (regardless of the purchase price paid for a Unit) multiplied by the number of Units owned by a partner, reduced by (ii) the aggregate amount of any distributions received that constitute a return of capital contributions);

	•	Fourth – 100% to the General Partner until it has received cumulative distributions from all sources (other than with respect to the Units it purchased) in an amount equal to 40% of the net cash flow paid to date to the Limited Partners in excess of their actual invested capital; and

	•	Thereafter - 60% to the Limited Partners on a per Unit basis and 40% to the General Partner.

Non-controlling Interests – Non-controlling interests includes a 40% ownership interest that our affiliates have in our Woodlake Pointe property and a 40% interest that our affiliates have in our investment in Woodlake Holdco that we consolidate as a result of our 60% controlling financial interest.


8.	RELATED PARTY TRANSACTIONS

We have no employees or offices. Additionally, certain of our affiliates receive fees and compensation during the operating stage of the Partnership, including compensation for providing services to us in the areas of asset management, development and acquisitions, property management and leasing, financing, brokerage and administration. We reimburse our General Partner for an allocation of salary and other overhead costs. The following table summarizes the amount of such compensation paid to our affiliates during the three and six months ended June 30, 2014 and 2013 (in thousands):


	Three months ended June 30,				Six months ended June 30,
Type of service	2014		2013		2014		2013
Asset management fees	$	64	$	39	$	128	$	77
Property management fees		10		12		21		23
Leasing costs		2		7		4		8
Administrative costs reimbursements		72		69		142		133
Interest expense-related party ⁽¹⁾		9		32		17		62
	$	157	$	159	$	312	$	303


		June 30, 2014		December 31, 2013

Notes payable - related party ⁽²⁾	$	1,366	$	1,091


(1)	Amounts are included in interest expense on our Consolidated Statements of Operations.
(2)	The note accrues interest monthly at 2.8% and is secured by our investment interest in the Woodlake Pointe property.

In addition to the above fees incurred by us, the non-consolidated entities in which we have investments paid $342,000 and $454,000 in property management and leasing fees to one of our affiliated entities for the six months ended June 30, 2014 and 2013, respectively. See also Note 3 regarding investments in non-consolidated entities.

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9.	ASSET DISPOSITIONS AND DISCONTINUED OPERATIONS

On September 30, 2013, our Woodlake Pointe joint venture sold a single tenant building and land parcel at our Woodlake Pointe property for $12.0 million to an unrelated third party. The sale resulted in net proceeds of $4.9 million after payoff of a $6.6 million mortgage and other closing costs. Our 60% portion of the net cash proceeds was approximately $3.0 million. We have presented the operating results of this property as discontinued operations in the accompanying consolidated statements of operations for all periods presented. A summary of our discontinued operations for the periods presented is detailed below:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2014			2013			2014			2013
Revenues:
Rental income from operating leases	$	—		$	333		$	—		$	619
Total revenues		—			333			—			619

Expenses:
Property expense		17			94			19			187
Legal and professional		—			16			8			26
Depreciation and amortization		—			—			—			94
Total operating expenses		17			110			27			307

Operating income (loss)		(17	)		223			(27	)		312

Other expense:
Interest expense		—			(59	)		—			(123	)
Total other expense		—			(59	)		—			(123	)

Income (loss) from discontinued operations	$	(17	)	$	164		$	(27	)	$	189


10.	COMMITMENTS AND CONTINGENCIES

Litigation - In the ordinary course of business, we may become subject to litigation or claims. There are no material legal proceedings known to be contemplated against us.

Environmental matters - In connection with the ownership and operation of real estate, we may be potentially liable for costs and damages related to environmental matters. We are not aware of any pending environmental proceedings with respect to our properties that would have a material adverse effect on our consolidated financial statements.

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ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and notes thereto.

Certain information presented in this Quarterly Report constitutes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Certain factors that might cause such a difference include, but are not limited to the following: changes in general economic conditions, changes in real estate market conditions, continued availability of proceeds from our debt or equity capital, our ability to locate suitable tenants for our properties, the ability of tenants to make payments under their respective leases, timing of acquisitions, development starts and sales of properties, the ability to meet development and redevelopment schedules and other risks, uncertainties and assumptions. Any forward-looking statement speaks only as of the date on which it was made, and we undertake no duty or obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

OVERVIEW

We are a Delaware limited partnership formed to acquire, develop and operate, directly or indirectly through joint venture arrangements, a portfolio of commercial real estate consisting primarily of multi-tenant shopping centers and mixed-use properties. Our Units are not currently listed on a securities exchange, and there currently is no established public trading market for our Units. We do not intend to list our Units at this time and have no plans to list our Units on a securities exchange in the future.

Our general partner is a Delaware corporation and a wholly-owned subsidiary of AmREIT, an SEC reporting, Maryland corporation that is publicly traded on the NYSE and that has elected to be taxed as a REIT. Our General Partner has the exclusive right to manage our business and affairs on a day-to-day basis pursuant to our limited partnership agreement. The Limited Partners have the right to remove and replace our General Partner, with or without cause, by a vote of the Limited Partners owning a majority of the outstanding Units (excluding any Units held by our General Partner). Our General Partner is responsible for all of our investment decisions, including decisions relating to the properties to be developed, the method and timing of financing or refinancing the properties, the selection of tenants, the terms of the leases, the method and timing of the sale of our properties and the reinvestment of net sales proceeds. Our General Partner utilizes the services of AmREIT and its affiliates in performing its duties under our limited partnership agreement.

As of June 30, 2014 our consolidated investments include one wholly-owned property comprised of approximately 36,000 square feet of GLA and one majority owned property comprised of approximately 82,000 square feet of GLA and three properties in which we own a non-controlling interest through joint ventures comprised of approximately 938,000 square feet of GLA. Rental income accounted for 100% of our total revenue during the six months ended June 30, 2014 and 2013, primarily from net leasing arrangements where most of the operating expenses of the properties are absorbed by our tenants. As a result, our operating results and cash flows are primarily influenced by rental income from our properties and interest expense on our property indebtedness. As of June 30, 2014, our properties had an average occupancy of 92.0%.

Our operating period ended in November 2013, and we have entered into our liquidation period. Over the past several years our results of operations and valuations of our real estate assets have been negatively impacted by overall economic conditions. Most of our retail properties were purchased prior to 2008 when retail real estate market prices were much higher, and our property valuations have been negatively impacted by these market dynamics. We believe that the retail real estate market has experienced improvements. However, it is difficult to determine if the improvements will continue through 2014. To navigate these challenging market conditions, we and our General Partner have created a strategic plan to maximize the potential value of our real estate portfolio and execute an orderly, but opportunistic liquidation. We plan to:


	•	Complete our development and redevelopment projects with a goal to stabilize these projects over the next 6-12 months. We believe that completing our development and redevelopment projects including their lease-up and stabilization will allow us to maximize the return on these properties upon sale. Our investment in Cambridge & Holcombe represents our only investment property that is planned for development. See Note 3 of the Notes to Consolidated Financial Statements for further discussion of the development plans at this property.

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	•	Continue to operate our projects in a first-class manner with a goal to generate operating cash flow in order to re-commence distributions. We believe that the stabilization of our development and redevelopment properties, coupled with the continued and intense oversight of our operating properties, will generate liquidity that could allow us to re-commence distributions to our Limited Partners;however, this most likely will not occur until we begin to sell our real estate assets.

	•	Sell our properties opportunistically, likely beginning in the next twelve months. Once a property is marketed for sale, it may take several months to receive offers and complete due diligence by both parties. Our General Partner continues to review market opportunities to sell our operating properties. When deciding whether or when to sell properties, our General Partner will consider factors such as potential appreciation of value and timing of cash flows. As we have now entered the liquidation period, we will not be acquiring new real estate investments. We will be completing our development and redevelopment projects and distributing net proceeds generated from property sales to our Limited Partners unless the General Partner has identified attractive acquisition opportunities and obtained a majority vote of the Limited Partners to re-invest such proceeds.

Although we believe that our strategic plan maximizes the value of our properties and is in the best interests of our Limited Partners, no assurances can be given that this strategy will be successful. An orderly liquidation of all of our properties will take years for our General Partner to complete and wind up our operations. Because of challenging real estate market conditions, it is possible that investors may not recover all of their original investment.

The above steps may not be sufficient, and we could incur individual setbacks and possibly significant losses. Additional deterioration in the United States economy or the bankruptcy or insolvency of one or more of our significant tenants could cause our current plans to meet our projected cash shortfalls to be insufficient. Even with the above strategic plan and liquidity initiatives, we still may incur cash shortfalls if we are required to perform under certain guarantees (see Note 3 of the Notes to Consolidated Financial Statements) of our joint ventures or are unable to refinance certain debt as it comes due, which could result in lender repossession of one or more properties owned by us and/or our joint ventures or be forced to sell one or more properties at a time when it is disadvantageous to do so, potentially resulting in losses on the disposition of those properties.

RESULTS OF OPERATIONS

Below is a discussion of our results of operations for the three and six months ended June 30, 2014, as compared to the same periods in 2013.

Comparison of the Three Months Ended June 30, 2014, to the Three Months Ended June 30, 2013

Revenues. Revenues decreased $22,000 for the three months ended June 30, 2014 as compared to the same period in 2013 The decrease was due to the vacancy of one of our tenants at our Village on the Green property during the first quarter of 2014.

Asset management fees – related party. Asset management fees – related party increased approximately $25,000 for the three months ended June 30, 2014, as compared to the same period in 2013. Our asset management fees are calculated based upon the net fair value of our assets, which increased between the 2013 and 2014 periods.

Interest expense. Interest expense decreased approximately $26,000 for the three months ended June 30, 2014 as compared to the same period in 2013. The decrease is due to lower balances owed on our notes payable - related party as a result of repayments made during 2013.

Income (loss) from non-consolidated entities. Loss from non-consolidated entities decreased approximately $32,000 for the three months ended June 30, 2014 as compared to the same period in 2013. These amounts represent our ownership portion of our joint ventures’ net income or loss for the period. The decrease in loss is primarily due to a gain recorded as a result of the final distribution made for the sale of the Woodlake Square property by our Woodlake Square joint venture.

Income (loss) from discontinued operations. Results from discontinued operations changed by approximately $181,000 during the three months ended June 30, 2014 (a loss of $17,000) as compared to the same period in 2013 (income of $164,000). The loss incurred during the three months ended June 30, 2014 represents a final adjustment to the sales price related to the allocation between us and the buyer for tenant property tax reimbursements related to the land and single tenant building at our Woodlake Pointe property that we sold during the third quarter of 2013.

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Comparison of the Six Months Ended June 30, 2014, to the Six Months Ended June 30, 2013

Revenues. Revenues decreased $30,000 for the six months ended June 30, 2014 as compared to the same period in 2013. The decrease was due to the vacancy of one of our tenants at our Village on the Green property during the first quarter of 2014.

Asset management fees – related party. Asset management fees – related party increased approximately $51,000 for the six months ended June 30, 2014, as compared to the same period in 2013. Our asset management fees are calculated based upon the net fair value of our assets, which increased between the 2013 and 2014 periods.

Property expense. Property expense increased $69,000 for the six months ended June 30, 2014, as compared to the same period in 2013. The increase is primarily related to bad debt recoveries of $36,000 during 2013 with no such recoveries in 2014.

Interest expense. Interest expense decreased approximately $49,000 for the six months ended June 30, 2014 as compared to the same period in 2013. The decrease is due to lower balances owed on our notes payable - related party as a result of repayments made during 2013.

Income (loss) from non-consolidated entities. Loss from non-consolidated entities decreased approximately $80,000 for the six months ended June 30, 2014 as compared to the same period in 2013. These amounts represent our ownership portion of our joint ventures’ net income or loss for the period. The decrease in loss is primarily due to an increase in operating income from our investment in the Casa Linda property as well as a gain recorded as a result of the final distribution made for the sale of the Woodlake Square property by our Woodlake Square joint venture.

Income (loss) from discontinued operations. Results from discontinued operations changed by approximately $216,000 during the six months ended June 30, 2014 (a loss of $27,000) as compared to the same period in 2013 (income of $189,000). The loss incurred during the six months ended June 30, 2014 represents a final adjustment to the sales price related to the allocation between us and the buyer for tenant property tax reimbursements related to the land and single tenant building at our Woodlake Pointe property that we sold during the third quarter of 2013.

LIQUIDITY AND CAPITAL RESOURCES

Our Cambridge and Holcombe property, in which we own a 50% interest, is secured by a $6.4 million mortgage loan that matures in March 2015. In addition we and our joint venture partner have jointly and severally guaranteed up to 60% of the loan balance. We have reached an agreement with a third party to contribute the land into a multi-family development joint venture that would fully repay the debt outstanding and is estimated to yield a return that would allow us to recoup our investment in the site plus a nominal return. The due diligence period has expired and we expect to close on this transaction during the third quarter of 2014. However, we can provide no assurances that this transaction will close on the terms and timeline described herein or at all.

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Even with the above strategy, we may still incur individual setbacks and significant losses. Additionally, we may be required to perform under certain guarantees of our joint ventures or be unable to refinance certain debt as it comes due that could result in lender repossession of one or more properties owned by us and/or our joint ventures or we may be forced to sell one or more properties at a time when it is disadvantageous to do so, potentially resulting in losses on the disposition of those properties.

Market Conditions

Our operations are sensitive to changes in overall economic conditions that impact our tenants, including, market and economic challenges experienced by the U.S. economy, the real estate industry or within our geographic markets where our properties are located. Most of our retail properties were purchased prior to 2008 when retail real estate market prices were much higher, and our property valuations were negatively impacted by these market dynamics. The U.S. economy has improved from the recent severe recession; however, should recessionary conditions return, such conditions could prevent us or from realizing growth or maintaining the value of our properties. Even if such conditions do not impact us directly, such conditions could adversely affect our tenants.

While it is difficult to determine the breadth and duration of financial market problems and the many ways in which they may affect our tenants and our business, a general reduction in the level of tenant leasing or shifts in tenant leasing practices could adversely affect our business, financial condition, liquidity, results of operations, our redevelopment projects and future property dispositions. Additionally, if credit markets and/or debt or equity capital markets contract, our ability to obtain financing on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to refinance existing debt and increase our future interest expense.

Cash Flow Activities for the Six months Ended June 30, 2014 and 2013

Cash flows provided by (used in) operating activities, investing activities and financing activities for the six months ended June 30, 2014 and 2013 are as follows (in thousands):


	Six months ended June 30,
	2014			2013
Operating activities	$	(269	)	$	(595	)
Investing activities		223			(525	)
Financing activities		(86	)		1,397

Net cash flows used in operating activities decreased approximately $326,000 during the six months ended June 30, 2014, as compared to the same period in 2013. This decrease is primarily due to additional receipts of tenant and accounts receivable and accounts receivable – related party of $580,000 and fewer payments of accounts payable – related party of $136,000 during the six months ended June 30, 2014, partially offset by an increase in net loss exclusive of bad debts, loss from non-consolidated entities and depreciation of $397,000, as compared to the same period in 2013.

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Net cash flows provided by investing activities increased approximately $748,000 during the six months ended June 30, 2014, as compared to the same period in 2013 (cash provided by investing activities of $223,000 for the six months ended June 30, 2014 as compared to cash used in investing activities of $525,000 for the six months ended June 30, 2013). This increase in cash inflows is primarily due to $474,000 of cash received from Casa Linda for the repayment of advances made by MIG IV for property taxes and a decrease of $446,000 in expenditures made for improvements to real estate during 2014 as compared to 2013. The increase was partially offset by additional contributions made to our Cambridge & Holcombe joint venture during the six months ended June 30, 2014, as compared to the same period in 2013.

Net cash flows used in financing activities increased approximately $1.5 million during the six months ended June 30, 2014, as compared to the same period in 2013 (cash used in financing activities of $86,000 for the six months ended June 30, 2014 as compared to cash provided by financing activities of $1.4 million for the six months ended June 30, 2013). The increase in cash used in financing activities was primarily due to proceeds received during 2013 from borrowing proceeds received from notes payable and notes payable – related party with no such borrowing proceeds received during 2014.

OFF BALANCE SHEET ARRANGEMENTS


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.


ITEM 4.	CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our General Partner’s CEO and CFO, our General Partner’s management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) as of June 30, 2014. Based on that evaluation, our General Partner’s CEO and CFO concluded that, as of June 30, 2014, our disclosure controls and procedures were effective in causing material information relating to us to be recorded, processed, summarized and reported by management on a timely basis and to ensure the quality and timeliness of our public disclosures in accordance with SEC disclosure obligations.

Changes in Internal Controls Over Financial Reporting

There has been no change to our internal control over financial reporting during the quarter ended June 30, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS.

In the ordinary course of business, we may become subject to litigation or claims. Neither we nor our properties are the subject of any material pending legal proceeding, nor are we aware of any legal proceeding that a government authority is contemplating against us.


ITEM 1A.	RISK FACTORS.

Not applicable.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.


ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.

None.


ITEM 4.	MINE SAFETY DISCLOSURES.

Not applicable.


ITEM 5.	OTHER INFORMATION.

None.


ITEM 6.	EXHIBITS

The exhibits listed on the accompanying Exhibit Index are filed, furnished, or incorporated by reference (as stated therein) as part of this Quarterly Report.

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SIGNATURES

Pursuant to the requirements 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.


	AmREIT Monthly Income & Growth Fund IV, L.P.

	By:	AmREIT Monthly Income & Growth IV Corporation, its General Partner

Date: August 13, 2014	By:	/s/ H. Kerr Taylor
		H. Kerr Taylor
		President, Chief Executive Officer and Director

Date: August 13, 2014	By:	/s/ Chad C. Braun
		Chad C. Braun
		Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

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EXHIBIT INDEX


Exhibit 3.1	Certificate of Limited Partnership of AmREIT Monthly Income & Growth Fund IV, L.P., dated October 10, 2006 (incorporated herein by reference from Exhibit 3.1 to the Partnership’s Registration Statement on Form 10-12G dated April 29, 2008).

Exhibit 3.2	Agreement of Limited Partnership of AmREIT Monthly Income & Growth Fund IV, L.P., dated November 15, 2006 (incorporated herein by reference from Exhibit 3.2 to the Partnership’s Registration Statement on Form 10-12G dated April 29, 2008).

Exhibit 3.2.1	Amendment No. 1 to Agreement of Limited Partnership of AmREIT Monthly Income & Growth Fund IV, L.P., dated December 7, 2006 (incorporated herein by reference from Exhibit 3.3 to the Partnership’s Registration Statement on Form 10-12G dated April 29, 2008).

Exhibit 31.1	Certification of the Chief Executive Officer of the Partnership’s General Partner pursuant to Exchange Act Rule 13a-14(a) (filed herewith).

Exhibit 31.2	Certification of the Chief Financial Officer of the Partnership’s General Partner pursuant to Exchange Act Rule 13a-14(a) (filed herewith).

Exhibit 32.1	Certification of the Chief Executive Officer of the Partnership’s General Partner pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

Exhibit 32.2	Certification of the Chief Financial Officer of the Partnership’s General Partner pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).


Exhibit 101.INS	XBRL Instance Document*

Exhibit 101.SCH	XBRL Taxonomy Extension Schema Document*

Exhibit 101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*

Exhibit 101.LAB	XBRL Taxonomy Extension Label Linkbase Document*

Exhibit 101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

Exhibit 101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*


	*	Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of June 30, 2014 (unaudited) and December 31, 2013, (ii) the Consolidated Statements of Operations for the three and six months ended June 30, 2014 and 2013 (unaudited), (iii) the Consolidated Statement of Capital for the six months ended June 30, 2014 (unaudited), (iv) the Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013 (unaudited) and (v) the Notes to the Consolidated Financial Statements (unaudited).

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AmREIT Monthly Income & Growth Fund IV LP Reports

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