UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the fiscal year ended December 31, 1996
[ ] Transition Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the transition period from N/A to N/A
Commission File Number 0-28332
BRAUVIN NET LEASE V, INC.
(Name of small business issuer in its charter)
Maryland 36-3913066
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 South Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
(312) 443-0922
(Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Exchange
Act:
Name of each exchange on
Title of each class which registered
None N/A
Securities registered pursuant to Section 12(g)of the Exchange
Act:
Common Stock, par value - $.01 per share
(Title of class)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will 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-KSB or any
amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year:
$1,200,503.
The aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock
was sold as of March 27, 1997 was $12,997,730. As of March 27,
1997, the registrant had 1,299,773 shares of Common Stock
outstanding.
Transitional small business disclosure format(check one)
Yes No X .
BRAUVIN NET LEASE V, INC.
1996 FORM 10-KSB ANNUAL REPORT
INDEX
PART I
Page
Item 1. Description of Business. . . . . . . . . . . . . . . . . . . 3
Item 2. Description of Properties. . . . . . . . . . . . . . . . . . 5
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . 8
Item 4. Submission of Matters to a Vote of Security
Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
PART II
Item 5. Market for Common Equity and
Related Stockholder Matters. . . . . . . . . . . . . . . . . 9
Item 6. Management's Discussion and Analysis or Plan
of Operation . . . . . . . . . . . . . . . . . . . . . . . 11
Item 7. Financial Statements . . . . . . . . . . . . . . . . . . . 14
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . . . . 14
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a) of
the Exchange Act . . . . . . . . . . . . . . . . . . . . . 15
Item 10. Executive Compensation . . . . . . . . . . . . . . . . . . 19
Item 11. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . 19
Item 12. Certain Relationships and Related Transactions . . . . . 20
Item 13. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 22
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
<PAGE>
BRAUVIN NET LEASE V, INC.
(a Maryland corporation)
PART I
Item 1. Description of Business.
General
Brauvin Net Lease V, Inc. (the "Fund") is a Maryland corporation
formed on October 14, 1993, which operates as a real estate
investment trust ("REIT") under federal tax laws. The Fund intends
to acquire properties that will be leased to creditworthy corporate
operators of nationally or regionally established businesses,
primarily in the retail and family restaurant sectors.
Substantially all of the leases will be on a long-term "triple net"
basis generally requiring the corporate tenant to pay both base
annual rent with mandatory escalation clauses and all operating
expenses. The Fund acquired one property during the year ended
December 31, 1994, five properties during the year ended December
31, 1995, two properties during the year ended December 31, 1996
and one property subsequent to December 31, 1996. See Item 2,
"Description of Properties."
The advisory agreement provides for Brauvin Realty Advisors V,
L.L.C. (the "Advisor"), an affiliate of the Fund, to be the advisor
to the Fund. The Fund registered the sale of up to 5,000,000
shares of common stock at $10.00 per share in an initial public
offering filed with the Securities and Exchange Commission
("Registration Statement") and the issuance of 500,000 shares
pursuant to the Fund's dividend reinvestment plan ("Reinvestment
Plan"). The Reinvestment Plan is available for those stockholders
who wish to participate pursuant to which stockholders may cause
dividends from the Fund to be automatically reinvested in
additional shares. On August 8, 1994, the Fund sold the minimum
(120,000) shares required under its Registration Statement and
commenced its real estate activities. The offering period for the
sale of common stock terminated on February 25, 1996. As of
February 25, 1996, the Fund had raised $12,865,680 in gross
proceeds with an additional $133,861 of shares purchased by
stockholders through the Reinvestment Plan, including $200,000
invested by the Advisor ("Initial Investment"), before reduction
for selling commissions and other offering costs. Total shares
outstanding at February 25, 1996 were 1,299,955. At December 31,
1996, the Fund had sold 1,296,185 shares and the gross proceeds
raised were $13,322,588, net of liquidations of $160,750.
The Fund's structure and business were designed to provide
stockholders: (1) cash distributions beginning in the first quarter
of operations in amounts that exceed taxable income, and in no
event less than 95% of the Fund's taxable income, given the
non-cash nature of depreciation expense and the REIT qualification
requirements; (2) preservation of capital, through acquisition of
well located properties which will be leased on a long term "triple
net" basis to creditworthy corporate tenants; (3) increased income
and protection against inflation, through leases with mandatory
rent escalation clauses; and (4) capital appreciation, through the
potential increase in value of the properties. There can be no
assurance that the foregoing objectives will be achieved until the
Fund is fully invested in real estate.
The Fund qualifies as a REIT under Sections 856-860 of the
Internal Revenue Code, as amended (the "Code"). In order to
qualify, the Fund is required to distribute substantially all of
its taxable income to its stockholders and meet certain asset and
income tests as well as certain other requirements.
The Fund has no employees other than its officers who do not
receive compensation from the Fund.
The Fund intends to sell its properties not later than seven to
nine years after their acquisition and distribute the net proceeds
and other cash to the stockholders.
The terms of the transactions between the Fund and the Advisor
and its affiliates are set forth in Item 12 below, to which
reference is hereby made for a description of such terms and
transactions.
Market Conditions/Competition
The Fund competes with many other entities engaged in real estate
investment activities to acquire property, some of which have
greater resources than the Fund. In addition, the number of
entities and the amount of funds available for investment in
properties of a type suitable for investment by the Fund may
increase, resulting in increased competition for such investments
and possible increases in the prices paid therefor.
As it is anticipated that the leases at the Fund's properties
will entitle the Fund to participate in gross receipts of lessees
above fixed minimum amounts, the success of the Fund will depend in
part on the ability of those lessees to compete with similar
businesses in their respective vicinities. The Fund's business is
not seasonal.
Item 2. Description of Properties.
Country Harvest Buffet Restaurant
On November 21, 1994, the Fund purchased a 6,750 square foot
building and the underlying land which was occupied by a Country
Harvest Buffet restaurant (the "CHB Property") located in Lynnwood,
Washington (metropolitan Seattle), from an unaffiliated party, for
$900,000 plus closing costs. The CHB Property is leased to Country
Harvest Buffet Restaurants, Inc. under a triple net twenty-year
lease, with two ten-year extension options. The lease requires a
minimum base rent each month in the amount of $8,438 plus periodic
increases beginning in the sixth lease year.
On The Border Restaurant
On January 9, 1995, the Fund purchased an 8,200 square foot
building and the underlying land which was occupied by an On The
Border restaurant (the "OTB Property") located in Stafford, Texas
(metropolitan Houston), from an unaffiliated party, for $1,340,000
plus closing costs. The OTB Property is leased to On The Border
Corporation, a subsidiary of On The Border Cafes, Inc., under a
triple net, initial fifteen-year lease with two five-year extension
options which is guaranteed by Brinker Restaurant Corporation, an
affiliate of On The Border Cafes, Inc. The lease requires a
minimum base rent each month in the amount of $12,292 plus periodic
increases beginning in the sixth lease year. The restaurant
discontinued its operations as of May 29, 1996. The Fund continued
to receive lease payments during 1996. See "Management's
Discussion and Analysis or Plan of Operation - Results of
Operations."
Blockbuster Video
On January 31, 1995, the Fund purchased a 6,515 square foot
building and the underlying land which was occupied by a
Blockbuster Video store (the "BBV Property") located in Lakewood,
Colorado (metropolitan Denver), from an unaffiliated party, for
$1,120,000 plus closing costs. The BBV Property is leased to
Blockbuster Video, Inc. under a triple net, ten-year lease with
three five-year extension options. The lease requires a minimum
base rent each month in the amount of $10,254 plus periodic
increases beginning in the sixth lease year.
Chili's Restaurant
On April 13, 1995, the Fund purchased a 6,100 square foot
building and the underlying land which was occupied by a Chili's
restaurant (the "Chili's Property") located in Birmingham, Alabama,
from an unaffiliated party, for $1,080,000 plus closing costs. The
Chili's Property is leased to Sunstate Ventures, Inc., a Chili's
restaurant franchisee, under a triple net lease, for a remaining
term of approximately fourteen years with two five-year extension
options. The lease requires a minimum base rent each month in the
amount of $10,417.
Just For Feet
On June 15, 1995, the Fund purchased a 15,000 square foot
building and the underlying land which was occupied by a Just For
Feet store (the "Feet Property") located in Independence, Missouri,
from an unaffiliated party, for $2,141,400 plus closing costs. The
Feet Property is leased to Just For Feet, Inc., under a triple net,
twenty-year lease with two five-year extension options. The lease
requires a minimum base rent each month in the amount of $19,630
plus periodic increases beginning in the sixth lease year.
Video Watch
On July 31, 1995, the Fund purchased an 8,000 square foot
building and the underlying land which was occupied by a Video
Watch store (the "Video Property") located in Beloit, Wisconsin,
from an unaffiliated party, for $830,000 plus closing costs. The
Video Property is leased to Video Watch, Inc. ("Video Watch"),
under a triple net, ten-year lease with one five-year extension
option. The lease requires a minimum base rent each month in the
amount of $8,000 plus periodic increases beginning in the third
lease year.
Pier 1 Imports
On May 3, 1996, the Fund purchased a 10,843 square foot building
and the underlying land which was occupied by a Pier 1 Imports
store (the "Pier 1 Property"), located in Sioux Falls, South Dakota
from an unaffiliated party, for $1,375,000 plus closing costs. The
Pier 1 Property has been leased to Pier 1 Imports, Inc. ("Pier 1"),
under a triple net, ten-year lease ending February 28, 2006. The
lease requires Pier 1 to pay a minimum base rent each month in the
amount of $13,046.
Taylor Rental
On November 22, 1996, the Fund purchased a 5,000 square foot
building and the underlying land which was occupied by a Taylor
Rental Facility (the "Taylor Property") located in Jacksonville,
Florida, from an unaffiliated party, for $650,000 plus closing
costs. The Taylor Property has been leased to General Rental L.P.
and in respect of which General Rental Inc. is the subtenant under
a triple net lease with a remaining term ending July 31, 2007 which
lease is guaranteed by Stanley Works Corporation. The lease
requires the tenant to pay a base rent each month in the amount of
$5,811 with rent escalations every three years based upon 66% of
CPI.
Jiffy Lube & Firestone
On February 20, 1997, effective as of January 22, 1997, the Fund,
through a wholly-owned subsidiary intended to qualify as a
qualified REIT subsidiary, purchased two buildings consisting of a
6,580 square foot building and the underlying land which was
occupied by a Firestone Tire & Service Center facility (the
"Firestone Facility") and a 2,440 square foot building and the
underlying land which was occupied by a Jiffy Lube oil change
facility (the "Jiffy Lube Facility"), located in East Norriton
Township, Pennsylvania from an unaffiliated party for $1,450,000
plus closing costs. The Firestone Facility has been leased to
Bridgestone/Firestone Inc. ("Firestone") under a triple net lease
(except the landlord is responsible for structural, roof and
exterior repairs) for an initial term of 25 years ending January
31, 2013 which requires Firestone to pay a minimum base rent each
month in the amount of $7,975 plus periodic increases and
percentage rent. The Jiffy Lube Facility has been leased to Jiffy
Lube International of Maryland, Inc. ("Jiffy Lube") under a triple
net lease for an initial term of 20 years ending May 8, 2007 which
requires Jiffy Lube to pay a minimum base rent each month in the
amount of $6,570 plus periodic increases and percentage rent.
Risk of Ownership
The possibility exists that tenants of the Fund's properties as
well as lease guarantors, if any, may be unable to fulfill their
obligations pursuant to the terms of their leases, including making
base rent or percentage rent payments to the Fund. Such a default
by the tenants or a premature termination of any one of the leases
could have an adverse effect on the financial position of the Fund.
Furthermore, the Fund may be unable to successfully locate a
substitute tenant due to the fact that these buildings have been
designed or built primarily to house a particular type of
operation. Thus, the properties may not be readily marketable to a
new tenant without substantial capital improvements or remodeling.
Such improvements may require expenditure of Fund funds which might
otherwise be available for distribution.
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
<PAGE> PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
At December 31, 1996 there were 719 stockholders in the Fund.
Although there is no established public trading market for the
shares and no assurance exists that there will be a public market
for the shares, shares may be redeemed or transferred as discussed
below.
Redemption of Shares
Any stockholder (excluding the Advisor or its affiliates who may
not sell the shares represented by the initial investment while the
Advisor remains the advisor to the Fund but who may transfer the
shares to an affiliate) who acquired or received shares directly
from the Fund or the Reinvestment Plan (such shares, for so long as
owned by the original holder, are called "Eligible Shares") may
present such Eligible Shares to the Fund for redemption at any time
subject to the availability of proceeds in accordance with the
procedures outlined in the Fund's Prospectus. Subject to the
conditions described in the Fund's Prospectus, the Fund is required
to redeem such Eligible Shares presented for redemption for cash to
the extent it has sufficient net proceeds ("Reinvestment Proceeds")
from the sale of shares under the Reinvestment Plan. There is no
assurance that there will be investment proceeds available for
redemption and, accordingly, an investor's shares may not be
redeemed. The full amount of Reinvestment Proceeds for any quarter
will be used to redeem Eligible Shares presented for redemption for
the following quarter. If the full amount of Reinvestment Proceeds
available for redemption for any given quarter exceeds the amount
necessary for such redemptions, the remaining amount may be held
for subsequent redemptions or may be invested by the Fund in
additional properties as described in the Fund's Prospectus. If
the full amount of Reinvestment Proceeds available for redemption
for any given quarter is insufficient to make all the requested
redemptions, the Fund will redeem the Eligible Shares presented for
redemption on a first come basis.
Upon presentment of Eligible Shares to the Fund for redemption,
the redemption price will be the offering price per Eligible Share
($10.00 per share) until the third anniversary of the termination
of the offering (February 25, 1999) and thereafter at a price
determined on the basis of the annual valuation of the Fund assets.
The Board of Directors, in their sole discretion, may determine,
prior to listing the shares for trading on an exchange or market,
that it is appropriate to pay a higher price than described above.
In determining whether a price adjustment is appropriate, the Board
of Directors would consider a variety of factors, including whether
the Fund's net book value is substantially less than a share
valuation based on the Fund's present and historic dividend rates
and underlying value of the properties. Any such price adjustment
will be made with respect to all shares redeemed during the period
the price adjustment is in effect. The Board of Directors will
announce any price adjustment and the time period of its
effectiveness as part of its regular communications with
stockholders. Any shares acquired pursuant to a redemption will be
retired and no longer available for issuance by the Fund. Once the
shares are listed for trading on an exchange or included for
quotation on a formal market, whether prior to or subsequent to the
third anniversary of the termination of the offering, the
redemption price will be the market price of the shares on such
exchange or market and no price adjustment will be made.
The Board of Directors, in their sole discretion, may amend or
suspend the plan at any time they determine, that such is in the
best interest of the Fund.
Transfer of Shares
All shares are fully transferable, subject only to restrictions
which would cause the Fund to lose its REIT status. However, each
person acquiring shares must comply with the procedures in the
Prospectus prior to any share transfer being recorded on the books
and records of the Fund.
Dividends
Below is a table summarizing the dividends declared:
Declaration Record Payment Dividend
Date(a) Dates Date Rate (b) Amount
5/4/95 1/1/95-3/31/95 5/15/95 .01370 78,681
8/3/95 4/1/95-6/30/95 8/15/95 .01781 136,467
11/2/95 7/1/95-9/30/95 11/15/95 .01918 169,235
1/25/96 10/1/95-12/31/95 2/15/96 .01918 196,106
5/2/96 1/1/96-3/31/96 5/15/96 .01918 216,247
8/1/96 4/1/96-6/30/96 8/15/96 .01918 227,068
10/31/96 7/1/96-9/30/96 11/15/96 .01918 229,532
1/31/97 10/1/96-12/31/96 2/15/97 .01918 229,517
(a) Dividends were declared on a daily basis.
(b) The dividend rate is presented on a per day basis.
In order to qualify as a REIT, the Fund is required to
distribute dividends to its Stockholders in an amount at least
equal to 95% of REIT taxable income of the Fund. The Fund intends
to make quarterly distributions to satisfy all annual distribution
requirements. See "Management's Discussion and Analysis or Plan of
Operations."
Item 6. Management's Discussion and Analysis or Plan of Operations.
Liquidity and Capital Resources
As of December 31, 1996, the Fund had received $11,876,506 in
connection with the sale of shares, net of selling commissions and
other offering costs, including $200,000 paid by the Advisor for a
share of stock as disclosed in the Prospectus and liquidations of
$160,750. The Fund acquired one property during the year ended
December 31, 1994 for $900,000 plus closing costs, acquired five
properties during the year ended December 31, 1995 for $6,511,400
plus closing costs and acquired two properties during the year
ended December 31, 1996 for $2,025,000 plus closing costs. For
more details on the properties purchased in 1994, 1995 and 1996 see
Item 2.
On February 20, 1997, effective as of January 20, 1997, the Fund
purchased a property leased to Bridgestone/Firestone Inc. and to
Jiffy Lube International of Maryland, Inc. for $1,450,000 plus
closing costs.
Upon the acquisition of the Firestone and Jiffy Lube property,
the Fund has invested all the proceeds of the offering allocable to
investments in real estate. The Fund has no material capital
commitments. In the opinion of management of the Fund, each
property is adequately covered by insurance.
Compliance with 95% REIT taxable income test
The Fund is required, under the Code, to make distributions of
an amount not less than 95% of its REIT taxable income during the
year. The actual amount required to have been paid for the year
ended December 31, 1994 approximated $17,000. As permitted by the
Code, certain designated distributions made by the Fund during 1995
were in respect of 1994 to satisfy the distribution requirement
under the Code for 1994. See Item 5 for detail on distributions
made in 1996 and 1995.
The amount required to have been paid for the year ended
December 31, 1995 approximated $465,000. As permitted by the Code,
certain designated distributions were made by the Fund during 1996
in respect of 1995 to satisfy the distribution requirement under
the Code for 1995.
The amount required to have been paid for the year ended
December 31, 1996 approximated $645,000. A distribution of
operating cash flow for the fourth quarter of 1996 was made to the
shareholders on February 15, 1997 in the amount of $229,517. In
accordance with the Fund's intent to maintain its qualification as
a REIT under the Code, the Fund intends to manage its dividend
distributions to approximate earnings during the year to which they
relate.
Cash Flows
The Fund's cash flows during the year ended December 31, 1995,
resulted principally from financing activities relating to the
issuance of stock, which generated $6,893,516, less costs related
thereto such as selling commissions and other costs aggregating
$629,905 and dividends to stockholders of $420,383. Cash flows
provided by operating activities were $630,791 due principally to
cash generated from property operations. Cash flows used in
investing activities were $6,871,230 relating principally to the
acquisition of the five properties, as discussed above.
The Fund's cash flows during the year ended December 31, 1996,
resulted principally from operating activities of $923,199 due
principally to cash generated from property operations. Cash flows
provided by financing activities relating to the issuance of stock
(net of liquidations) generated $1,283,833, less costs aggregating
$127,334 and dividends to stockholders of $868,953. Cash flows
used in investing activities were $2,244,149 relating principally
to the acquisition of the two properties, as discussed above.
Results of Operations - 1996 Compared to 1995
Results of operations for the year ended December 31, 1996
reflected rental income of approximately $1,025,000. Total rental
income for the six properties held for the entire year ended
December 31, 1996 was approximately $916,000. Total income was
approximately $1,201,000 which consisted primarily of rental income
and interest income earned on subscriptions invested in interest
bearing accounts. Total expenses were approximately $483,000 and
net income was approximately $718,000.
Total income was approximately $1,201,000 in 1996 compared to
approximately $762,000 in 1995, an increase of approximately
$439,000. This increase was due primarily to the increased number
of properties which were held for the entire year during 1996.
Total expenses incurred in 1996 were approximately $483,000
compared to approximately $268,000 in 1995, an increase of
approximately $215,000. The increase was due primarily to advisory
fees increasing approximately $103,000 which was based upon a
percentage of proceeds from the offering as described in the
Prospectus. Other expenses have increased such as depreciation in
the amount of approximately $51,000 due to the increased number of
properties which were held for the entire year during 1996.
The On the Border Restaurant, located in Stafford, Texas,
discontinued its operations on May 29, 1996. Brinker Texas, L.P.,
the property's lease guarantor (and a wholly-owned subsidiary of
Brinker International) has stated its intention to honor the lease
and cooperate with the Fund to cause the property to be reoccupied.
Moreover, the adjacent highway is in the process of being widened
which will result in the condemnation of a portion of the frontage
of the parcel. The Fund is contemplating various alternatives
including subleasing the facility, "swapping" the property with
Brinker International for another operating property or selling the
property to the developer who sold the property to the Fund
pursuant to a provision in the Fund's purchase contract. The Fund
does not currently anticipate that this situation will adversely
affect the Funds's cash flow, as rent is currently paid on the
lease.
Item 7. Financial Statements.
See Index to Financial Statements on Page F-1 of this Annual
Report on Form 10-KSB for financial statements where applicable.
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
On December 6, 1996, the Fund dismissed Ernst & Young LLP as its
independent accountant. Ernst & Young LLP's report on the
financial statements for either of the past two years did not
contain an adverse opinion or disclaimer of opinion and was not
modified as to uncertainty, audit scope or accounting principles.
The decision to change the Fund's accountant was made at the
recommendation of the Directors to reduce the costs associated with
the audit. In the Fund's fiscal years ended 1994 and 1995 and the
subsequent interim period preceding the dismissal there were no
disagreements with Ernst & Young LLP on any matter of accounting
principles or practices, financial statement disclosure or audit
scope or procedure which would have caused Ernst & Young 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 December 6, 1996, the Fund engaged Deloitte & Touche LLP as
its independent accountant. The decision to engage Deloitte &
Touche LLP was made following consideration by the Directors.
Neither the Fund (nor someone on its behalf) consulted Deloitte &
Touche 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 Fund's
financial statements; or (ii) any matter that was either the
subject of a disagreement or a reportable event.
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.
The Board of Directors
The Board of Directors is responsible for the management and
control of the affairs of the Fund and has retained the Advisor to
manage the Fund's day-to-day activities including responsibilities
with respect to, among other things, the acquisition or disposition
of properties.
The Fund's Articles and By-Laws provide for not fewer than three
directors, a majority of whom must be independent directors. Each
of the directors will serve for a one-year term and will be elected
annually.
There are currently six directors of the Fund, two of whom are
affiliates of the Advisor, four of whom are independent directors.
The Board of Directors has established written policies on
investments and borrowing as necessary to supplement the provisions
in the Articles and monitors the administrative procedures,
investment operations and performance of the Fund and the Advisor
to ensure that such policies are carried out. The Fund follows the
policies on investments and borrowing set forth in the Fund's
prospectus unless the policies are modified through an amendment of
the Articles. The independent directors are responsible for
reviewing the investment policies of the Fund not less often than
annually and with sufficient frequency to determine that the
policies being followed are in the best interests of the
stockholders. The Articles provide that each director shall have
had at least three years of relevant experience demonstrating the
knowledge and experience required to successfully acquire and
manage the type of assets being acquired by the Fund. In addition,
at least one of the independent directors shall have had three
years of relevant real estate experience. For purposes hereof,
relevant real estate experience shall mean actual direct experience
by the director in acquiring or managing the type of real estate to
be acquired by the Fund for his or her own account or as an agent.
A vacancy in the Board of Directors created by the death,
resignation or incapacity of a director or by an increase in the
number of Directors (within the limits referred to above) may be
filled by the vote of a majority of the remaining directors. With
respect to a vacancy created by the death, resignation or
incapacity of an independent director, the remaining independent
directors shall nominate a replacement. Vacancies occurring as a
result of the removal of a director by stockholders shall be filled
by a majority vote of the stockholders. Any director may resign at
any time and may be removed by the holders of at least a majority
of the outstanding shares (with or without cause).
The Directors and Officers of the Fund are:
Name Position(s) with the Fund
Mr. Jerome J. Brault Chairman of the Board of Directors,
President and Chief Executive
Officer
Mr. James L. Brault Director, Executive Vice President
and Secretary
Mr. Jeff A. Jacobson Director
Mr. Gregory S. Kobus Director
Mr. Kenneth S. Nelson Director
Mr. Hugh K. Zwieg Director
Mr. B. Allen Aynessazian Chief Financial Officer(Principal
Accounting Officer)
MR. JEROME J. BRAULT (age 63) chairman of the board of directors,
president and chief executive officer of the Fund and the Advisor.
Mr. Brault is a majority shareholder of the Advisor. 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 eight 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. Mr. Brault received a B.S. in Business from DePaul
University, Chicago, Illinois in 1959.
MR. JAMES L. BRAULT (age 36) is a director, executive vice
president, secretary and responsible for the overall operations of
the Fund, the Advisor and other affiliates of the Advisor. He is
an officer of various Brauvin entities, which act as the general
partners of eight publicly registered real estate programs. Mr.
Brault is executive vice president, assistant secretary and
responsible for the overall operations of Brauvin Management
Company. 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 $160.0 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. JEFF A. JACOBSON (age 35) is a director of the Fund. Mr.
Jacobson is currently a Managing Director responsible for fixed
income investment activities at LaSalle Partners Limited, an
international institutional and corporate real estate investment
manager and services provider headquartered in Chicago, Illinois.
Mr. Jacobson joined LaSalle Partners in 1986 and worked at LaSalle
through 1988 when he joined the Jacobson Group, a family owned real
estate development company located in Naples, Florida. Mr.
Jacobson returned to LaSalle Partners in 1990. During his tenure
at LaSalle Partners, Mr. Jacobson has invested over $60 million in
commercial mortgage-backed securities and has represented
purchasers, sellers and lenders in a variety of debt and equity
transactions having an aggregate value in excess of $400.0 million.
Approximately $140.0 million of these transactions involved
properties subject to long-term net leases. Mr. Jacobson received
a B.A. in Economics from Stanford University in 1984 and a M.A.
from the Food Research Institute of Stanford University, Palo Alto,
California in 1984.
MR. GREGORY S. KOBUS (age 47) is a director of the Fund. Mr.
Kobus became Chairman and President of Hawthorn Bank, Mundelein,
Illinois in 1992. Prior thereto, he was Senior Vice President and
Manager of the Financial Institution Group at Exchange National
Bank from 1983 to 1990. Prior thereto Mr. Kobus was a Vice
President and Division Head (Commercial Lending) of the American
National Bank and Trust Company of Chicago. Throughout his career,
Mr. Kobus has been responsible for commercial loans in excess of
$1.0 billion. Mr. Kobus received a B.S. in Mathematics from St.
Procopius College, Lisle, Illinois in 1972 and an M.B.A. from the
University of Chicago in 1979.
MR. KENNETH S. NELSON (age 47) is a director of the Fund. Mr.
Nelson is currently a Managing Director in the Real Estate Finance
Division of First Chicago NBD Corporation. He is responsible for
the origination of new business with real estate organizations
located in the Eastern United States. Mr. Nelson joined First
Chicago NBD Corporation in 1983 as vice president and manager of
its Washington, D.C. Real Estate Office where he was involved in
over $2.0 billion in financial transactions. Prior to joining
First Chicago NBD Corporation, Mr. Nelson was with Mellon Bank N.A.
for ten years holding various management and lending positions in
its Mortgage Banking and Commercial Real Estate Departments. Mr.
Nelson holds a B.A. in Mathematical Economics from Colgate
University and an M.B.A. from Wharton School of Business,
University of Pennsylvania.
MR. HUGH K. ZWIEG (age 37) is a director of the Fund. Mr. Zwieg
is Senior Vice President of CMD Corporation since 1989. Mr. Zwieg
is responsible for the placement of all debt and equity capital and
management of all institutional relationships. In addition, he
oversees the financial structuring of all CMD's investments and
sales. Prior thereto, Mr. Zwieg was Vice President of Investment
Management of Balcor Company, a real estate investment subsidiary
of Shearson Lehman, from 1987 to 1989, where he managed a $500
million real estate portfolio with responsibility for the
operations, leasing, financing and sales strategy for the
properties. During his tenure, he also worked in the Special
Projects Group, which was responsible for the recapitalization and
workout of problem assets in Balcor's Equity and Debt portfolios.
Mr. Zwieg began his career at the First National Bank of Chicago
where he was a commercial real estate loan officer. Mr. Zwieg
received a B.B.A. in 1982 and an M.B.A. in 1983, both from the
University of Wisconsin in Madison, Wisconsin.
MR. B. ALLEN AYNESSAZIAN (age 32) is the treasurer and chief
financial officer of the Fund, the Advisor and other affiliates of
the Advisor. He is the chief financial officer of various Brauvin
entities, which act as the general partners of seven publicly
registered real estate programs. He is responsible for the overall
financial accounting of Brauvin Management Company, Brauvin
Financial, Inc. and related partnerships. He is responsible for
the Fund's accounting and financial reporting to regulatory
agencies. He joined the Brauvin organization in August 1996.
Prior to that time, he was the chief financial officer of
Giordano's Enterprises, a privately held, 40-restaurant, family-style
pizza chain in the Chicago metropolitan area where he worked
since 1989. While at Giordano's, Mr. Aynessazian was responsible
for all accounting functions, lease negotiations and financings of
new restaurants, equipment and general corporate debt. From 1987
to 1989, Mr. Aynessazian worked in the accounting compliance and
tax department of KPMG Peat Marwick LLP. Mr. Aynessazian is a
certified public accountant.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, as
amended, the Fund's directors and executive officers are required
to report their initial ownership of stock and any subsequent
change in such ownership to the Securities and Exchange Commission
and to the Fund (such requirements hereinafter referred to as
"Section 16(a) filing requirements"). Specific time deadlines for
the Section 16(a) filing requirements have been established.
To the Fund's knowledge, and based solely upon a review of the
copies of such reports furnished to the Fund, and upon written
representations that no other reports were required, during the
fiscal year ended December 31, 1996, all Section 16(a) filing
requirements applicable to its officers and directors were complied
with, other than with respect to Mr. Aynessazian who inadvertently
failed to timely file a report showing that he owned no shares on
the date he became an executive officer.
Item 10. Executive Compensation.
The Fund is managed by the Advisor pursuant to the terms of the
Advisory Agreement as defined in the Prospectus and does not pay
compensation to its officers. Each of the Independent Directors
receives annual compensation of $5,000. Aggregate compensation
paid to directors during 1996, 1995 and 1994 were approximately
$22,000, $20,000 and $8,000 respectively. Accordingly, disclosures
typically required by Item 402 of Regulation S-B are not applicable
to the Fund, as the Fund has no compensated executive officers.
See Item 12 "Certain Relationships and Related Transactions" for
discussion of the fees paid to the Advisor and its affiliates.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
No person or group is known by the Fund to own beneficially more
than 5% of the outstanding shares. The Advisor owns one share of
the Fund. Other than the beneficial ownership of such share which
certain directors who own interests in the Advisor may be deemed to
own, none of the officers and directors of the Fund owns any
shares. No officer or director of the Fund possesses a right to
acquire beneficial ownership of shares.
Item 12. Certain Relationships and Related Transactions.
The Fund is required to pay certain fees to the Advisor or its
affiliates pursuant to various agreements set forth in the
Prospectus and described below.
Pursuant to the terms of the Selling Agreement, Brauvin
Securities, Inc. ("BSI"), an affiliate of the Advisor, is entitled
to placement charges of 5.50% of the gross proceeds of the Fund's
offering, all of which will be reallowed to placement agents. In
addition, BSI is entitled to a marketing and due diligence expense
allowance fee equal to 0.50% of the gross proceeds to reimburse
marketing and due diligence expenses, some portion of which may be
reallowed to placement agents. The Fund paid placement charges of
$80,803 and $398,402 and marketing and due diligence expense
allowance fees of $12,042 and $51,282 in 1996 and 1995,
respectively, to BSI.
Pursuant to the terms of the Advisory Agreement, the Fund paid
the Advisor a non-accountable expense allowance in an amount equal
to 2.5% of the gross proceeds of the offering which in 1996 and
1995 were $34,489 and $170,287, respectively.
Pursuant to the terms of the Advisory Agreement, the Advisor is
entitled to receive acquisition fees for services rendered in
connection with the selection or acquisition of any property
however designated as real estate commissions, selection fees,
development fees, or any fees of a similar nature. Such
acquisition fees may not exceed the lesser of (a) such compensation
as is customarily charged in arm's-length transactions by others
rendering similar services as an ongoing business in the same
geographic locale and for comparable properties or (b) 3.5% of the
gross proceeds of the Fund's offering. The Fund will also
reimburse the Advisor an amount estimated to be 0.75% of the gross
proceeds of the offering in connection with any expenses attendant
to the acquisition of properties whether or not acquired.
Acquisition fees of $141,000 and $261,202, and acquisition expenses
of $46,742 and $29,812, were paid by the Fund in 1996 and 1995,
respectively, to the Advisor.
Pursuant to the terms of the Advisory Agreement, the Advisor is
entitled to an annual advisory fee, payable monthly, in an amount
equal to 0.60% of the gross proceeds during the offering. Following
the termination of the offering, an amount equal to the greater of:
(i) .60% of gross proceeds, or (ii) $175,000. No advisory fees
were paid by the Fund in 1994 to the Advisor although $8,272 of
advisory fees were incurred. No fees were paid because these fees
are to be paid out of operating income and the Fund did not
purchase its first property until November 21, 1994. Advisory fees
of $63,797 were paid by the Fund in 1995 to the Advisor which
included the advisory fees of $8,272 attributable to 1994 and
$55,525 attributable to 1995. Advisory fees of $104,439 were paid
by the Fund in 1996 and Advisory fees of $53,914 attributable to
1996 were accrued on the Fund's books at December 31, 1996.
Pursuant to the terms of the Management Agreement, Brauvin
Management Company ("BMC"), an affiliate of the Advisor, provided
leasing and re-leasing services to the Fund in connection with the
management of Fund's properties. The property management fee
payable to an affiliate of the Advisor shall not exceed the lesser
of: (a) fees which are competitive for similar services in the
geographical area where the properties are located; or (b) 1% of
the gross revenues of each property. Property management fees of
$9,521 and $6,386 were paid by the Fund in 1996 and 1995
respectively, to BMC.
Messrs. Jerome J. Brault and James L. Brault are the managers of
the Advisor. Messrs. Jerome J. Brault, James L. Brault and B.
Allen Aynessazian are officers of BSI and BMC. In addition, Mr.
Jerome J. Brault has a controlling interest and Mr. James L. Brault
has a nominal interest in the Advisor. Mr. Jerome J. Brault also
has a 50% ownership interest in BSI and an interest in BMC.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
Exhibits required by the Securities and Exchange
Commission Regulation S-B, Item 601:
Exhibit No. Description
*3(a) Amended Articles of Incorporation of
Brauvin Net Lease V, Inc.
*3(b) By-laws of Brauvin Net Lease V, Inc.
*4 Specimen Stock Certificate
**10(a) Advisory Agreement
**10(b) Assignment and Assumption Agreement
among Brauvin Realty Advisors V,
Inc., Brauvin Realty Advisors V,
L.L.C., the Fund and Jerome Brault
*10(c) Agreement of Purchase and Sale
between Country Harvest Buffet
Restaurants, Inc. and Brauvin, Inc.
on behalf of the Fund dated November
11, 1994
*10(d) Lease between Country Harvest Buffet
Restaurants, Inc. and Brauvin, Inc.
on behalf of the Fund dated November
21, 1994
*10(e) Agreement of Purchase and Sale
between Bomasada Investment Group
II, L.L.C. ("Bomasada") and Brauvin,
Inc. on behalf of the Fund dated
December 12, 1994 (with lease
between Bomasada and Blockbuster
Videos, Inc. dated March 23, 1994
attached)
*10(f) Testing and Remediation License
Agreement between Bomasada and
Diamond Shamrock Stations, Inc.
dated July 8, 1994
*10(g) Assignment of Shopping Center Lease
by and between Blockbuster
Investment Group II L.L.C. and the
Fund dated January 31, 1995
*10(h) Assignment of Testing and
Remediation License Agreement
between Bomasada and the Fund dated
January 31, 1995.
*10(i) Agreement of Purchase and Sale
between HMG/Courtland Properties,
Inc. ("HMG") and Brauvin, Inc., on
behalf of the Fund dated December
19, 1994 (with lease between Sugar
Grove Investment Associates, Ltd.
and On The Border Corporation dated
as of January 25, 1993, including
amendments, attached)
*10(j) Assignment and Assumption Agreement
(regarding On The Border Corporation
Lease) between HMG and the Fund
dated January 6, 1995.
*10(k) Contract for Sale and Purchase
between Chilly Land, Inc. and
Brauvin, Inc. on behalf of the Fund
dated March 28, 1995.
*10(l) Assignment of Lease and Other
Property (regarding the Chili's
Property) between Chilly Land, Inc.
and the Fund dated April 13, 1995
(with the Lease Agreement dated
December 7, 1988 between Birmingham
Retail Center Associates, Ltd. and
Sunstate Alabama Restaurant
Corporation, as amended by letter
agreements dated December 5, 1988
and February 15, 1989 attached).
*10(m) Agreement of Purchase and Sale
between KCBB, Inc. and Brauvin,
Inc., on behalf of the Fund dated
December 15, 1994 (with lease
between KCBB, Inc. and Just For
Feet, Inc. dated November 9, 1994
attached).
*10(n) Assignment of Lease (regarding Just
For Feet Lease) between Legacy Group
L.L.C. and Brauvin Net Lease V, Inc.
dated May 23, 1995.
*10(o) Agreement of Purchase and Sale
between Loves Park Development
Corporation ("Loves Park") and
Brauvin, Inc., on behalf of the Fund
dated July 11, 1995 (with lease
between Roscoe Development
Corporation (assignor to Loves Park)
and Video Watch, Inc. dated October
5, 1994 attached).
*10(p) Assignment of Lease (regarding Video
Watch) between Loves Park and
Brauvin Net Lease V, Inc. dated July
31, 1995.
***16 Letter of Ernst & Young LLP dated
December 10, 1996
21 Subsidiaries of the small business
issuer
27 Financial Data Schedule
* Incorporated by reference from the exhibits filed with the
Fund's registration statement (Registration No. 33-70550) on
Form S-11 filed under the Securities Act of 1933.
** Management Contract
*** Incorporated by reference from Exhibit 16 filed with the
Fund's Form 8-K/A filed on December 12, 1996.
(b) Reports on Form 8-K
On December 12, 1996, the Fund filed a Form 8-K and a Form
8-K/A to disclose the Fund's change in independent
accountants as of December 6, 1996 and to file the independent
accountants letter as an exhibit, respectively.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BRAUVIN NET LEASE V, INC.
(Registrant)
Date: By: /s/ Jerome J. Brault
Jerome J. Brault,
Chairman, President
and Chief Executive Officer
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
Signature Title Date
/s/ Jerome J. Brault Chairman, President 3/31/97
Jerome J. Brault and Chief Executive
Officer
/s/ Jeff A. Jacobson Director 3/31/97
Jeff A. Jacobson
/s/ Kenneth S. Nelson Director 3/31/97
Kenneth S. Nelson
/s/ James L. Brault Director, Executive 3/31/97
James L. Brault Vice President and
Secretary
/s/ Gregory S. Kobus Director 3/31/97
Gregory S. Kobus
/s/ Hugh K. Zwieg Director 3/31/97
Hugh . Zwieg
/s/ B. Allen Aynessazian Chief Financial 3/31/97
B. Allen Aynessazian Officer (Principal
Accounting Officer)
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Independent Auditors' Report . . . . . . . . . . . . . . . . . . .F-2
Report of Independent Auditors . . . . . . . . . . . . . . . . . . .F-3
Balance Sheet, December 31, 1996 . . . . . . . . . . . . . . . . . .F-4
Statements of Operations, for the years ended
December 31, 1996 and 1995 . . . . . . . . . . . . . . . . . . . .F-5
Statements of Stockholders' Equity for the years
ended December 31, 1996 and 1995 . . . . . . . . . . . . . . . . .F-6
Statements of Cash Flows for the years ended
December 31, 1996 and 1995 . . . . . . . . . . . . . . . . . . . .F-7
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . .F-8
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholders of
Brauvin Net Lease V, Inc.
We have audited the accompanying balance sheet of Brauvin Net Lease
V, Inc. as of December 31, 1996, and the related statements of
operations, stockholders' equity and cash flows for the year then
ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit. The financial
statements of the Company for the year ended December 31, 1995 were
audited by other auditors whose report, dated March 27, 1996,
expressed an unqualified opinion on those statements.
We conducted our audit in accordance with 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 audit provides a
reasonable basis for our opinion.
In our opinion, such 1996 financial statements present fairly, in
all material respects, the financial position of Brauvin Net Lease
V, Inc. at December 31, 1996, and the results of its operations and
its cash flows for the year then ended in conformity with generally
accepted accounting principles.
/s/ Deloitte & Touche LLP
Chicago, Illinois
February 10, 1997
(February 20, 1997 as to Note 5)
<PAGE>
Report of Independent Auditors
Stockholders
Brauvin Net Lease V, Inc.
We have audited the accompanying statements of operations,
stockholders' equity, and cash flows of Brauvin Net Lease V, Inc.
for the year ended December 31, 1995. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with 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 audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the results of operations and cash
flows of Brauvin Net Lease V, Inc. for the year ended December 31,
1995, in conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
Chicago, Illinois
March 27, 1996
<PAGE>
BRAUVIN NET LEASE V, INC.
(a Maryland corporation)
BALANCE SHEET
December 31,
1996
ASSETS
Investment in real estate, at cost:
Land $ 3,516,831
Buildings 6,431,862
9,948,693
Less accumulated depreciation (242,556)
Net investment in real estate 9,706,137
Cash and cash equivalents 2,025,100
Organization costs (net of
accumulated amortization of
$19,833) 15,167
Tenant receivables 378
Deferred rent receivable 84,564
Prepaid expenses and deferred
acquisition costs 90,672
Total Assets $11,922,018
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued
expenses $ 21,784
Rents received in advance 49,573
Due to affiliates 53,933
Total Liabilities 125,290
Stockholders' Equity:
Preferred stock, $.01 par value,
1,000,000 shares authorized;none issued --
Common stock, $.01 par value,
9,000,000 shares authorized;
1,296,185 shares issued
and outstanding 12,962
Additional paid-in capital 11,863,544
Retained earnings (deficit) (79,778)
Total Stockholders' Equity 11,796,728
Total Liabilities and Stockholders'
Equity $11,922,018
See notes to financial statements.
<PAGE>
BRAUVIN NET LEASE V, INC.
(a Maryland corporation)
STATEMENTS OF OPERATIONS
Years ended December 31, 1996 and 1995
1996 1995
INCOME
Rental $1,025,198 $631,467
Interest and other 175,305 130,545
Total income 1,200,503 762,012
EXPENSES
Directors fees 21,998 19,743
Advisory fees 158,353 55,525
Management fees 9,521 6,386
General and administrative 92,967 63,082
Acquisition costs 46,742 21,678
Depreciation and amortization 152,951 101,908
Total expenses 482,532 268,322
Net Income $ 717,971 $493,690
Net Income Per Share
(based on average shares
outstanding of 1,257,919
and 883,012, respectively
for the years ended
December 31, 1996 and
1995) $ 0.57 $ 0.56
See notes to financial statements
<PAGE>
BRAUVIN NET LEASE V, INC.
(a Maryland corporation)
STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31, 1996 and 1995
Common Stock
Number Paid-in Retained
of Shares Amount Capital Earnings Total
Balance at
January 1, 1995 478,449 4,784 4,408,142 (2,103) 4,410,823
Net income -- -- -- 493,690 493,690
Dividends -- -- -- (420,383) (420,383)
Issuance of stock,
net of selling
commissions and
other offering
costs of $585,757 689,353 6,894 6,300,865 -- 6,307,759
Balance at
December 31,
1995 1,167,802 11,678 10,709,007 71,204 10,791,889
Net income -- -- -- 717,971 717,971
Dividends -- -- -- (868,953) (868,953)
Issuance of stock,
net of selling
commissions and
other offering
costs of $128,012,
net of liquidations 128,383 1,284 1,154,537 -- 1,155,821
Balance at
December 31,
1996 1,296,185 $12,962 $11,863,544 $(79,778) $11,796,728
See notes to financial statements
<PAGE>
BRAUVIN NET LEASE V, INC.
(a Maryland corporation)
STATEMENTS OF CASH FLOWS
Years ended December 31, 1996 and 1995
1996 1995
Cash Flows From Operating Activities:
Net income $ 717,971 $ 493,690
Adjustments to reconcile net income to
net cash provided by operating activities:
Amortization of organization costs 7,000 7,000
Depreciation 145,951 94,908
Acquisition costs charged off 46,742 21,678
Increase in deferred rent receivables (84,564) --
Decrease (increase)in prepaid expenses 2,998 (257)
Increase in tenant receivables (378) --
Increase in accounts payable and
accrued expenses 3,284 2,747
Increase(decrease) in due to
affiliates 53,914 (8,267)
Increase in rent received in advance 30,281 19,292
Net cash provided by operating activities 923,199 630,791
Cash Flows From Investing Activities:
Purchase of properties (2,164,007) (6,818,344)
Acquisition costs (80,142) (52,886)
Cash used in investing activities (2,244,149) (6,871,230)
Cash Flows From Financing Activities:
Issuance of stock, net of liquidations 1,283,833 6,893,516
Selling commissions and other
offering costs (127,334) (629,905)
Dividends (868,953) (420,383)
Net cash provided by financing
activities 287,546 5,843,228
Net decrease in cash and cash
equivalents (1,033,404) (397,211)
Cash and cash equivalents at
beginning of year 3,058,504 3,455,715
Cash and cash equivalents at end of year $2,025,100 $3,058,504
See notes to financial statements.
<PAGE>
BRAUVIN NET LEASE V, INC.
(a Maryland corporation)
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Brauvin Net Lease V, Inc. (the "Fund") is a Maryland corporation
formed on October 14, 1993, which operates as a real estate
investment trust ("REIT") under federal tax laws. The Fund intends
to continue to acquire properties that will be leased to
creditworthy corporate operators of nationally or regionally
established businesses primarily in the retail and family restaurant
sectors. Substantially all of the leases will be on a long-term
"triple net" basis generally requiring the corporate tenant to pay
both base annual rent with mandatory escalation clauses and all
operating expenses. The Fund acquired a Country Harvest Buffet
Restaurant during the year ended December 31, 1994; an On the Border
Restaurant, a Blockbuster Video, a Chili's Restaurant, a Just for
Feet and a Video Watch during the year ended December 31, 1995; and
a Pier 1 Imports and a Taylor Rental during the year ended December
31, 1996 and a Jiffy Lube and Firestone facility, subsequent to
December 31, 1996.
The advisory agreement provides for Brauvin Realty Advisors V,
L.L.C. (the "Advisor"), an affiliate of the Fund, to be the advisor
to the Fund. The Fund registered the sale of up to 5,000,000 shares
of common stock at $10.00 per share in an initial public offering
filed with the Securities and Exchange Commission ("Registration
Statement") and the issuance of 500,000 shares pursuant to the
Fund's dividend reinvestment plan. On August 8, 1994, the Fund sold
the minimum 120,000 shares required under its Registration Statement
and commenced its real estate activities. The offering period for
the sale of common stock terminated on February 25, 1996. At
December 31, 1996, the Fund had sold 1,296,185 shares and the gross
proceeds raised were $13,322,588, net of liquidations of $160,750,
including $200,000 invested by the Advisor, before reduction for
selling commissions and other offering costs.
SIGNIFICANT ACCOUNTING POLICIES
Management's Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from these estimates.
Accounting Method
The accompanying consolidated financial statements have been
prepared using the accrual method of accounting.
Rental Income
Rental income is recognized on a straight line basis over the
life of the related leases. Differences between rental income
earned and amounts due per the respective lease agreements are
credited or charged, as applicable, to deferred rent receivable.
Federal Income Taxes
For the years ended December 31, 1996 and 1995, the Fund
continued to be treated as a REIT under the Internal Revenue Code
Sections 856-860. A REIT will generally not be subject to federal
income taxation to the extent that it distributes at least 95% of
its taxable income to its shareholders and meets certain asset and
income tests as well as other requirements. Accordingly, no
provision has been made for Federal income taxes in the financial
statements.
Investment in Real Estate
The Fund's rental properties are stated at cost including
acquisition costs. Depreciation is recorded on a straight-line
basis over the estimated economic lives of the properties which
approximate 40 years.
In 1995, the Fund adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to be Disposed of" (SFAS 121). The
Fund has performed an analysis of its long-lived assets, and the
Fund's management determined that there were no events or changes
in circumstances that indicated that the carrying amount of the
assets may not be recoverable at December 31, 1996. Accordingly,
no impairment loss has been recorded in the accompanying financial
statements for the year ended December 31, 1996 and 1995.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid instruments
with an original maturity within three months from date of purchase
and approximate their fair value. At December 31, 1996, cash and
cash equivalents included approximately $1,736,739 of proceeds
received from the sale of common stock which will be used for
investment in real estate.
Estimated Fair Value of Financial Instruments
Disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of Statement of
Financial Accounting Standards No. 107, "Disclosure About Fair Value
of Financial Instruments." The estimated fair value amounts have
been determined by using available market information and
appropriate valuation methodologies. However, considerable
judgement is necessarily required in interpreting market data to
develop estimates of fair value.
The fair value estimates presented herein are based on
information available to management as of December 31, 1996, but may
not necessarily be indicative of the amounts that the Fund could
realize in a current market exchange. The use of different
assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts. Although management is
not aware of any factors that would significantly affect the
estimated fair value amounts, such amounts have not been
comprehensively revalued for purposes of these financial statements
since that date, and current estimates of fair value may differ
significantly from amounts presented herein.
The carrying amounts of the following items are reasonable
estimates of fair value: cash and cash equivalents; accounts payable
and accrued expense and due to affiliates.
Organization Costs
Organization costs represent costs incurred in connection with
the organization and formation of the Fund. Organization costs are
amortized over a period of five years using the straight line
method.
Deferred Acquisition Costs
Deferred acquisition costs represent direct costs incurred in
performing due diligence procedures on potential property
acquisitions. Such costs are included in the carrying basis of
properties when acquired. Costs relating to the unsuccessful
acquisition of properties are expensed.
Reclassifications
Certain reclassifications have been made to the 1995 financial
statements to conform to classifications adopted in 1996.
(2) RELATED PARTY TRANSACTIONS
The Fund is required to pay certain fees to the Advisor or its
affiliates pursuant to various agreements set forth in the
Prospectus and described below.
Pursuant to the terms of the Selling Agreement, Brauvin
Securities, Inc. ("BSI"), an affiliate of the Advisor, is entitled
to placement charges of 5.50% of the gross proceeds of the Fund's
offering, all of which will be reallowed to placement agents. In
addition, BSI is entitled to a marketing and due diligence expense
allowance fee equal to 0.50% of the gross proceeds to reimburse
marketing and due diligence expenses, some portion of which may be
reallowed to placement agents.
Pursuant to the terms of the Advisory Agreement, the Advisor is
entitled to a non-accountable expense allowance in an amount equal
to 2.5% of the gross proceeds of the offering.
Pursuant to the terms of the Advisory Agreement, the Advisor is
entitled to receive acquisition fees for services rendered in
connection with the selection or acquisition of any property however
designated as real estate commissions, selection fees, development
fees, or any fees of a similar nature. Such acquisition fees may
not exceed the lesser of (a) such compensation as is customarily
charged in arm's-length transactions by others rendering similar
services as an ongoing business in the same geographic locale and
for comparable properties or (b) 3.5% of the gross proceeds of the
Fund's offering. The Fund will also reimburse the Advisor an amount
estimated to be 0.75% of the gross proceeds of the offering in
connection with any expenses attendant to the acquisition of
properties whether or not acquired.
Pursuant to the terms of the Advisory Agreement, the Advisor is
entitled to an annual advisory fee, payable monthly, in an amount
equal to 0.60% of the gross proceeds during the offering. Following
the termination of the offering, an amount equal to the greater of:
(i) .60% of gross proceeds, or (ii) $175,000.
Pursuant to the terms of the Management Agreement, Brauvin
Management Company ("BMC"), an affiliate of the Advisor, provided
leasing and re-leasing services to the Fund in connection with the
management of Fund's properties. The property management fee
payable to an affiliate of the Advisor shall not exceed the lesser
of: (a) fees which are competitive for similar services in the
geographical area where the properties are located; or (b) 1% of the
gross revenues of each property.
Fees, commissions and other expenses incurred and payable to the
Advisor or its affiliates for the years ended December 31, 1996,
and 1995 were as follows:
1996 1995
Selling commissions $ 79,631 $378,906
Due diligence fees 12,268 34,474
Advisory fees 158,353 55,525
Dividend
reinvestment fees 1,651 926
Management fees 9,521 6,386
Nonaccountable fees 36,114 172,377
Acquisition fees
and expenses 172,500 291,014
$470,038 $939,608
The Fund made all payments to affiliates except for $53,913 for advisory
fees and $20 for dividend reinvestment fees in 1996, $1,172 and $20 for
selling commissions and dividend reinvestment fees in 1995. The Fund had
receivables from affiliates for due diligence and nonaccountable fees of
$226 and $1,625, respectively in 1995.
(3) DIVIDENDS
Below is a table summarizing the dividends declared:
Declaration Record Payment Dividend
Date(a) Dates Date Rate (b) Amount
5/4/95 1/1/95-3/31/95 5/15/95 .01370 78,681
8/3/95 4/1/95-6/30/95 8/15/95 .01781 136,467
11/2/95 7/1/95-9/30/95 11/15/95 .01918 169,235
1/25/96 10/1/95-12/31/95 2/15/96 .01918 196,106
5/2/96 1/1/96-3/31/96 5/15/96 .01918 216,247
8/1/96 4/1/96-6/30/96 8/15/96 .01918 227,068
10/31/96 7/1/96-9/30/96 11/15/96 .01918 229,532
1/31/97 10/1/96-12/31/96 2/15/97 .01918 229,517
(a) Dividends were declared on a daily basis.
(b) The dividend rate is presented on a per day basis.
In order to qualify as a REIT, the Fund is required to distribute
dividends to its Stockholders in an amount at least equal to 95% of
REIT taxable income of the Fund. The Fund intends to make quarterly
distributions to satisfy all annual distribution requirements.
The dividend reinvestment plan ("Reinvestment Plan") is available
to the stockholders so that stockholders, if they so elect, may have
their distributions from the Fund invested in shares. The price per
share purchased through the Reinvestment Plan shall equal $10 per
share with the purchase of partial shares allowed. The Fund has
registered 500,000 shares for distribution solely in connection with
the Reinvestment Plan. Funds raised through the Reinvestment Plan
will be utilized to (i) purchase shares from existing stockholders
who have notified the Fund of their desire to sell their shares or
held for subsequent redemptions; or (ii) purchase additional
properties. The stockholders electing to participate in the
Reinvestment Plan will be charged a service charge, in an amount
equal to 1% of their distributions, which will be paid to an
affiliate of the Advisor to defray the administrative costs of the
Reinvestment Plan. At December 31, 1996, there were approximately
25,690 shares purchased through the Reinvestment Plan and
approximately 16,075 shares liquidated.
(4) OPERATING LEASES
The Fund's rental income is principally obtained from tenants
through rental payments provided under triple net noncancelable
operating leases. The leases provide for a base minimum annual rent
and increases in rent such as through CPI adjustments or
participation in gross sales above a stated level.
The following is a schedule of noncancelable future minimum
rental payments due to the Fund under operating leases of the Fund's
properties as of December 31, 1996:
Year ending December 31: 1997 $ 1,057,986
1998 1,062,655
1999 1,089,389
2000 1,125,795
2001 1,127,460
Thereafter 9,033,937
$14,497,222
(5) SUBSEQUENT EVENT
On February 20, 1997, effective as of January 20, 1997, the Fund
purchased a property leased to Bridgestone/Firestone Inc. and to
Jiffy Lube International of Maryland, Inc. for $1,450,000 plus
closing costs.
<PAGE>
Exhibit 21
Subsidiaries of Small Business Issuer
State of Names under Which
Subsidiary Incorporation Subsidiary does Business
Germantown Illinois Montgomery County
Associates, Inc. Associates, Inc.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 2,025,100
<SECURITIES> 0 <F1>
<RECEIVABLES> 378
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 9,948,693 <F2>
<DEPRECIATION> 242,556
<TOTAL-ASSETS> 11,922,018
<CURRENT-LIABILITIES> 0
<BONDS> 0 <F3>
0
0
<COMMON> 11,796,728 <F4>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 11,922,018
<SALES> 0
<TOTAL-REVENUES> 1,200,503 <F5>
<CGS> 0
<TOTAL-COSTS> 482,532 <F6>
<OTHER-EXPENSES> 0 <F7>
<LOSS-PROVISION> 0 <F8>
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0 <F9>
<CHANGES> 0
<NET-INCOME> 717,971
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> "SECURITIES" REPRESENTS INVESTMENT IN JOINT VENTURE
<F2> "PP&E" REPRESENTS INVESTMENT IN REAL ESTATE [LAND AND
BUILDING]
<F3> "BONDS" REPRESENTS MORTGAGES PAYABLE
<F4> "COMMON" REPRESENTS TOTAL PARTNERS CAPITAL
<F5> "TOTAL REVENUES" REPRESENTS RENTAL, INTEREST, AND OTHER INCOME
<F6> "TOTAL COSTS" REPRESENTS TOTAL EXPENSES LESS PROVISION FOR
INVESTMENT PROPERTY IMPAIRMENT
<F7> "OTHER EXPENSES" REPRESENTS INTEREST IN JOINT VENTURES' NET
INCOME/LOSS
<F8> "LOSS PROVISION" REPRESENTS PROVISION FOR INVESTMENT PROPERTY
IMPAIRMENT
<F9> "EXTRAORDINARY" REPRESENTS EXTRAORDINARY GAIN ON
EXTINGUISHMENT OF ANNEX DEBT
</FN>
</TABLE>
