8-K 1 benchmarkfiling8k102803.txt BROWN-BENCHMARK 8K FOR PERIOD ENDED 10/28/03 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 28, 2003 Brown-Benchmark Properties Limited Partnership (Exact Name of Registrant as Specified in its Charter) Delaware 000-16698 31-1209608 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number) 300 East Lombard Street, Baltimore, Maryland 21202 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (410) 727-4083 225 East Redwood Street, Baltimore, Maryland 21202 (Former name or former address, if changed since last report.) BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Index Page(s) Item 1 Changes in Control of Registrant Inapplicable Item 2 Acquisition or Disposition of Assets 1 Item 3 Bankruptcy or Receivership Inapplicable Item 4 Changes in Registrant's Certifying Accountant Inapplicable Item 5 Other Events Inapplicable Item 6 Resignations of Registrant's Directors Inapplicable Item 7 Financial Statements and Exhibits: Narrative 1 Pro Forma Balance Sheet as of June 30, 2003 2 Pro Forma Statement of Operations for the six months ended June 30, 2003 3 Pro Forma Statement of Operations for the year ended December 31, 2002 4 Notes to Pro Forma Financial Statements 5 Item 8 Change in Fiscal Year Inapplicable Item 9 Sales of Equity Securities Pursuant to Regulation S Inapplicable Signatures 6 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Item 2. Acquisition or Disposition of Assets The Partnership sold all three of its properties through October 28, 2003. On October 10, 2003, the Partnership sold its Woodhills 186-unit residential multifamily apartment complex, located in West Carrollton, Montgomery County, Ohio, for $6,900,000. The Partnership's investment in the property was $3,153,052, net of depreciation of $4,743,426 at June 30, 2003. The sale of this property was reported on Form 8-K on October 10, 2003. On October 15, 2003, the Partnership sold its Oakbrook 181-unit residential multifamily apartment complex, located in Reynoldsburg, Franklin County, Ohio, for $6,850,000. The Partnership's investment in the property was $3,313,367, net of depreciation of $4,553,264 at June 30, 2003. The sale of this property was reported on Form 8-K on October 10, 2003. On October 28, 2003, the Partnership sold its Deerfield 223-unit residential multifamily apartment complex, located in Union Township (greater Cincinnati area, Ohio,) for $10,600,000. The Partnership's investment in the property was $4,359,772, net of depreciation of $5,526,409 at June 30, 2003. UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma Balance Sheet assumes the sales of the Woodhills, Oakbrook and Deerfield properties as of June 30, 2003. The unaudited proforma Statements of Operations assumes the sales of the properties on January 1, 2003, and January 1, 2002. This information should be read in conjunction with the Partnership's Form 10-K for the year ended December 31, 2002 and its Form 10-Q for the period ended June 30, 2003. 1 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Pro Forma Balance Sheet Unaudited

June 30, 2003 Pro Forma Pro Forma Historical Adjustments Results ---------------- -------------------- ---------------- Assets Investment in real estate $ 10,826,191 $ (610,~~466~~826,~~419~~191) (1) $ ~~4,359,772~~- Cash and cash equivalents 264,946 (5228,~~182~~284) (2) ~~212~~236,~~764~~662 Other assets Accounts receivable 29,817 (1929,~~373~~817) (2) ~~10,444~~- Prepaid expenses 127,672 (56127,~~819~~672) (2) ~~70,853~~- Escrow for real estate ~~taxxes~~taxes 162,393 (98162,~~178~~393) (2) ~~64,215~~- -------------- -------------------- ---------------- $ 11,411,019 $ (611,~~692~~174,~~971~~357) $ 4236,~~718,048~~662 ================ ==================== ================ Liabilities and Partners' Capital Liabilities Accounts payable and accrued expenses $ 569,699 $ (~~360~~556,~~453~~062) (2) $ ~~209~~13,~~246~~637 Tenant security deposits 149,707 (83149,~~308~~707) (2) ~~66,399~~- Due to affiliate 17,502 17,502 Mortgage loans payable 13,033,290 (713,~~820~~033,~~612~~290) (2) ~~5,212,678~~- ---------------- ------------------ ---------------- 13,770,198 (813,~~264~~739,~~373~~059) 531,~~505,825~~139 ---------------- ------------------ ---------------- Partners' Capital General ~~Partner~~Partners (260,786) 1551,~~714~~294 (1&2) (~~245~~209,~~072~~492) Assignor Limited Partner: Assignment of Limited Partnership Interests - $25 stated value per unit, 500,000 units outstanding (2,013,413) 12,~~555~~513,~~564~~207 (1&2) ~~(457~~499,~~849)~~794 Limited Partnership Interests- $25 stated value per unit, 40 units outstanding (85,080) ~~124~~201 (1&2) (84,~~956~~879) Subordinated Limited Partner 100 - (1&2) 100 ---------------- -------------------- ---------------- (2,359,179) 12,~~571~~564,~~402~~702 ~~(787~~205,~~777)~~523 ---------------- -------------------- ---------------- $ 11,411,019 $ (611,~~692~~174,~~971~~357) $ 4236,~~718,048~~662 ================ ==================== ================

2 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Pro Forma Statement of Operations Unaudited

Six Mos. June 30, 2003 Pro Forma Pro Forma Historical Adjustments Results ------------------ ----------------- --------------- Revenues Rental income $ 2,115,321 $ (12,~~264~~115,~~971~~321)(3) $ ~~850,350~~- Interest income 608 608 ------------------ ----------------- --------------- 2,115,929 (12,~~264~~115,~~971~~321) ~~850,958~~608 ------------------ ----------------- --------------- Expenses Compensation and benefits 226,279 (~~142~~226,279)(3) ~~84,000~~- Utilities 153,581 (80153,~~941~~581)(3) ~~72,640~~- Property taxes 217,741 (~~162~~217,~~966~~741)(3) ~~54,775~~- Maintenance and repairs 260,465 (~~143~~260,~~202~~465)(3) ~~117,263~~- Property management fee 91,622 (5391,~~169~~622)(3) ~~38,453~~- Advertising 36,887 (1536,~~416~~887)(3) ~~21,471~~- Insurance 55,479 (3155,~~094~~479)(3) ~~24,385~~- Other 52,762 (2952,~~888~~762)(3) ~~22,874~~- Administrative and professional fees 51,595 51,595 Interest expense 471,306 (~~285~~471,~~991~~306)(3) ~~185,315~~- Depreciation of property and equipment 468,180 (~~293~~468,~~580~~180)(3) ~~174,600~~- ------------------ ----------------- -- ------------- 2,085,897 (12,~~238~~034,~~526~~302) ~~847~~51,~~371~~595 ------------------ ----------------- --------------- Net earnings (loss) $ 30,032 $ (2681,~~445~~019)(4) $ 3(50,~~587~~987) ================== ================= =============== Net earnings (loss) per unit of assignee and limited partnership interest-basic $ 0.06 $ (0.0516) $ (0.0110) ================== ================= =============== Cash distributions per unit of assignee and limited partnership interests $ 0.37 $ (0.2537)(5) $ ~~0.12~~- ================== ================= ===============

3 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Pro Forma Statement of Operations Unaudited

Twelve Mos. Dec. 31, 2002 Pro Forma Pro Forma Historical Adjustments Results ------------------ ------------------~~---~~ ------------------ Revenues Rental income $ 4,051,334 $ (24,~~453~~051,~~218~~334)(3) $ ~~1,598,116~~- Interest income 1,715 1,715 ------------------ ------------------ ------------------ 4,053,049 (24,~~453~~051,~~218~~334) 1,~~599,831~~715 ------------------ ------------------ ------------------ Expenses Compensation and benefits 444,203 (~~279~~444,~~039~~203)(3) ~~165,164~~- Utilities 318,909 (~~198~~318,~~693~~909)(3) ~~120,216~~- Property taxes 375,173 (~~270~~375,~~933~~173)(3) ~~104,240~~- Maintenance and repairs 466,439 (~~328~~466,~~112~~439)(3) ~~138,327~~- Property management fee 182,060 (~~109~~182,~~930~~060)(3) ~~72,130~~- Advertising 66,817 (3066,~~411~~817)(3) ~~36,406~~- Insurance 118,479 (75118,~~231~~479)(3) ~~43,248~~- Other 104,627 (58104,~~913~~627)(3) ~~45,714~~- Administrative and professional fees 103,811 (1,~~158~~737)(3) 102,~~653~~074 Interest expense 1,061,400 (~~609~~1,~~429~~061,400)(3) ~~451,971~~- Depreciation of property and equipment 954,191 (~~598~~954,~~523~~191)(3) ~~355,668~~- Amortization of loan fees 10,340 (610,~~230~~340)(3) ~~4,110~~- ------------------ ------------------ -- ---------------- 4,206,449 (24,~~566~~104,~~602~~375) 1102,~~639,847~~074 ------------------ ------------------ ------------------ Net earnings (loss) $ (153,400) $ ~~113~~53,~~384~~041 (4) $ (40100,~~016~~359) ================== ================== ================== Net earnings (loss) per unit of assignee and limited partnership interest-basic $ (0.30) $ 0.2210 $ (0.0820) ================== ================== ================== Cash distributions per unit of assignee and limited partnership interests $ 1.31 $ (01.8731)(5) $ ~~0.44~~- ================== ================== ==================

4 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Notes to Pro Forma Financial Statements Unaudited NOTE 1 The Partnership sold all three properties through October 28, 2003. On October 10, 2003, the Partnership sold its Woodhills 186-unit residential multifamily apartment complex, located in West Carrollton, Montgomery County, Ohio, for $6,900,000. The Partnership's investment in the property was $3,153,052, net of depreciation of $4,743,426 at June 30, 2003. On October 15, 2003, the Partnership sold its Oakbrook 181-unit residential multifamily apartment complex, located in Reynoldsburg, Franklin County, Ohio, for $6,850,000. The Partnership's investment in the property was $3,313,367, net of depreciation of $4,553,264 at June 30, 2003. On October 28, 2003, the Partnership sold its Deerfield 223-unit residential multifamily apartment complex, located in Union Township (greater Cincinnati area, Ohio, for $10,600,000. The Partnership's investment in the property was $4,359,772, net of depreciation of $5,526,409 at June 30, 2003. Investment in real estate and partners' capital have been adjusted to reflect the sales of the properties as of June 30, 2003. NOTE 2 Cash, current assets, current liabilities and the mortgage loans payable have been adjusted to reflect reductions in these items as if the properties were sold as of June 30, 2003. NOTE 3 The capital gain realized on the sales of the properties is not included in the pro forma statements of operations. Rental income and expenses, including depreciation, have been adjusted in the statements of operations for the six months ended June 30, 2003, and the twelve months ended December 31, 2002, to reflect reductions in these items as if the properties were sold at the beginning of the year. NOTE 4 The Partnership's income (loss) for income tax purposes differs from the income (loss) for financial reporting purposes due to differences in the Partnership's computation of depreciation for income tax purposes. For income tax purposes real property, other than land, and personal property are being depreciated over 27 1/2 and 7 years, respectively, using the Modified Accelerated Cost Recovery System. NOTE 5 Net earnings per unit and cash distributions per unit, as reflected in the pro forma statements of operations, for the six months ended June 30, 2003, and the twelve months ended December 31, 2002, are based upon 500,040 units outstanding. Cash distributions per unit were derived from working capital reserves and net earnings from operations during the six months ended June 30, 2003, and the twelve months ended December 31, 2002. 5 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP 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 hereunto duly authorized. BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP DATE: November 6, 2003 By: /s/ John M. Prugh President Brown-Benchmark AGP, Inc. Administrative General Partner DATE: November 6, 2003 By: /s/ Timothy M. Gisriel Treasurer Brown-Benchmark AGP, Inc. Administrative General Partner -6-

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