UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended June 30, 1997 [ ] 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. (Exact 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) 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 . As of August 14, 1997, the registrant had shares of Common Stock outstanding. Transitional Small Business Disclosure Format(check one) Yes No X . INDEX PART I - FINANCIAL INFORMATION Page Item 1. Consolidated Financial Statements. . . . . . . . . . . . . . 3 Consolidated Balance Sheet at June 30, 1997. . . . . . . . . 4 Consolidated Statements of Operations, for the six months ended June 30, 1997 and 1996. . . . . . . . . . . 5 Consolidated Statements of Operations, for the three months ended June 30, 1997 and 1996. . . . . . . . . . 6 Consolidated Statements of Cash Flows for the six months ended June 30, 1997 and 1996. . . . . . . . . . . 7 Notes to Consolidated Financial Statements . . . . . . . . . 8 Item 2. Management's Discussion and Analysis or Plan of Operation . . . . . . . . . . . . . . . . . . . . . . . 15 PART II - OTHER INFORMATION Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . .19 Item 2. Changes in Securities. . . . . . . . . . . . . . . . . . . .19 Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . . .19 Item 4. Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . . . . . . . . . . . .19 Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . .20 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . .20 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements The following Consolidated Balance Sheet as of June 30, 1997, Consolidated Statements of Operations for the six months ended June 30, 1997 and 1996, Consolidated Statements of Operations for the three months ended June 30, 1997 and 1996 and Consolidated Statements of Cash Flows for the six months ended June 30, 1997 and 1996 for Brauvin Net Lease V, Inc. (the "Fund") are unaudited but reflect, in the opinion of the management, all adjustments necessary to make the consolidated financial statements not misleading. All such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Fund's 1996 Annual Report on Form 10-KSB. CONSOLIDATED BALANCE SHEET (Unaudited) June 30, 1997 ASSETS Investment in real estate, at cost: Land $3,977,071 Buildings 7,538,726 11,515,797 Less accumulated depreciation (332,305) Net investment in real estate 11,183,492 Cash and cash equivalents 305,705 Organization costs (net of accumulated amortization of $23,333) 11,667 Deferred rent receivable 136,726 Prepaid expenses and deferred acquisition costs 12,975 Total Assets $11,650,565 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Accounts payable and accrued expenses $ 11,529 Rents received in advance 68,351 Due to affiliates 55,231 Total Liabilities 135,111 Stockholders' Equity: Preferred stock, $.01 par value, 1,000,000 shares authorized; none issued Common stock, $.01 par value, 9,000,000 shares authorized; 1,290,400 shares issued and outstanding 12,904 Additional paid-in capital 11,642,508 Retained deficit (139,958) Total Stockholders' Equity 11,515,454 Total Liabilities and Stockholders' Equity $11,650,565 See notes to consolidated financial statements. CONSOLIDATED STATEMENTS OF OPERATIONS For the six months ended June 30, 1997 and 1996 (Unaudited) 1997 1996 INCOME Rental $ 658,264 $ 481,795 Interest and other 21,785 85,435 Total income 680,049 567,230 EXPENSES Directors fees 11,144 11,998 Advisory fees 87,501 38,590 Management fees 6,488 4,667 General and administrative 49,951 63,967 Acquisition costs 38,345 30,902 Depreciation and amortization 93,249 71,980 Total expenses 286,678 222,104 Net Income $ 393,371 $345,126 Net Income Per Share (based on average shares outstanding of 1,285,578 and 1,268,347, respectively for the six months ended June 30, 1997 and 1996) $ 0.31 $ 0.27 See notes to consolidated financial statements. CONSOLIDATED STATEMENTS OF OPERATIONS For the three months ended June 30, 1997 and 1996 (Unaudited) 1997 1996 INCOME Rental $ 336,659 $ 253,565 Interest and other 3,471 44,251 Total income 340,130 297,816 EXPENSES Directors fees 4,143 4,999 Advisory fees 43,751 19,542 Management fees 3,102 2,536 General and administrative 28,253 47,636 Acquisition costs 6,967 88 Depreciation and amortization 49,042 37,819 Total expenses 135,258 112,620 Net Income $ 204,872 $ 185,196 Net Income Per Share (based on average shares outstanding of 1,271,171 and 1,302,088, respectively for the three months ended June 30, 1997 and 1996) $ 0.16 $ 0.14 See notes to consolidated financial statements. CONSOLIDATED STATEMENTS OF CASH FLOWS For the six months ended June 30, 1997 and 1996 (Unaudited) 1997 1996 Cash Flows From Operating Activities: Net income $ 393,371 $ 345,126 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of organization costs 3,500 3,500 Depreciation 89,749 68,480 Acquisition costs charged off 38,345 30,902 Increase in deferred rent receivables (52,162) (42,282) Decrease in prepaid expenses and deferred acquisition costs 3,001 4,998 Decrease in tenant receivables 378 -- Decrease in accounts payable and accrued expenses (10,255) (6,500) Increase (decrease)in due to affiliates 1,298 (20) Increase in rent received in advance 18,778 8,550 Net cash provided by operating activities 486,003 412,754 Cash Flows From Investing Activities: Purchase of properties (1,530,753) (1,455,560) Acquisition costs -- (42,572) Cash used in investing activities (1,530,753) (1,498,132) Cash Flows From Financing Activities: Issuance of stock 70,756 1,353,714 Selling commissions and other offering costs (163,260) (120,519) Dividends (453,551) (412,353) Liquidations (128,590) -- Net cash (used in) provided by financing activities (674,645) 820,842 Net decrease in cash and cash equivalents (1,719,395) (264,536) Cash and cash equivalents at beginning of period 2,025,100 3,058,504 Cash and cash equivalents at end of period $ 305,705 $ 2,793,968 Supplemental Cash Flow Information: In 1997, Purchase of properties is net of $36,351 of acquisition costs paid in 1996 and reclassified to land and building in 1997 in conjunction with the acquisition of the related properties. See notes to consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (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 has acquired properties that are leased to creditworthy corporate operators of nationally or regionally established businesses primarily in the retail and family restaurant sectors. All of the leases are 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; a Pier 1 Imports and a Taylor Rental during the year ended December 31, 1996; and a Jiffy Lube and Firestone facility during the quarter ended March 31, 1997. 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 June 30, 1997, the Fund had sold 1,303,260 shares and the gross proceeds raised were $13,393,343, net of liquidations of $289,340, including $200,000 invested by the Advisor, before reduction for selling commissions and other offering costs. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Management's Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. 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 year ended December 31, 1997, the Fund intends 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. Consolidation of Subsidiary The Fund owns a 100% interest in one qualified REIT subsidiary, Germantown Associates, Inc., which owns one Firestone/JiffyLube property. The accompanying financial statements have consolidated 100% of the assets, liabilities, operations and stockholder's equity of Germantown Associates, Inc. All significant intercompany accounts have been eliminated. 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 June 30, 1997. Accordingly, no impairment loss has been recorded in the accompanying financial statements. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid instruments with an original maturity within three months from date of purchase. Estimated Fair Value of Financial Instruments Disclosure of the estimated fair value of financial instruments is made in accordance with the requirements of Statement of Financial Accounting Standards No. 107, "Disclosure About Fair Value of Financial Instruments." The estimated fair value amounts have been determined by using available market information and appropriate valuation methodologies. However, considerable judgement is necessarily required in interpreting market data to develop estimates of fair value. The fair value estimates presented herein are based on information available to management as of June 30, 1997, 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; rents received in advance; 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. (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 re-allowed 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 re-allowed to placement agents. 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 was 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 (refunded) from the Advisor or its affiliates for the six months ended June 30, 1997, and 1996 were as follows: 1997 1996 Selling commissions $128,924 $ 76,214 Due diligence fees (179) 11,820 Advisory fees 87,501 38,590 Dividend reinvestment fees 735 844 Management fees 6,489 4,667 Nonaccountable fees 1,769 32,485 Acquisition fees and expenses 24,553 116,750 $ 249,792 $ 281,370 As of June 30, 1997 the Fund had made all payments to affiliates except for $53,913 for advisory fees and $1,318 for management fees. Selling commissions as of June 30, 1997 is net of a $137,666 reimbursement to the Advisor. The reimbursement represents costs incurred by the Advisor, that related to the offering. (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 5/8/97 1/1/97-3/31/97 5/15/97 .01918 224,034 8/7/97 4/1/97-6/30/97 8/15/97 .01918 224,907 (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 June 30, 1997, there were approximately 32,766 shares purchased through the Reinvestment Plan and approximately, 28,934 shares liquidated. (4) Subsequent Events On August 7, 1997, the Fund declared an ordinary income dividend on a per share basis of $0.001918 per day for each day investors were admitted between April 1, 1997 and June 30, 1997. The dividend aggregated $224,907 payable to stockholders of record on June 30, 1997 and will be paid on August 15, 1997. Item 2. Management's Discussion and Analysis or Plan of Operations. Liquidity and Capital Resources As of June 30, 1997, the Fund had received $11,851,730 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 $289,340. 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. 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. For further information, refer to the financial statements and footnotes thereto included in the Annual Report on Form 10-KSB for the year ended December 31, 1996. 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. 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 During the six months ended June 30, 1997, cash provided by operating activities was $486,003 relating to property operations. Cash flows from investing activities of $1,530,753 related to the acquisition of one property, as discussed above. Cash flows used in financing activities were $674,645 relating principally to dividends paid and liquidations. The Fund anticipates that operating activities will continue to provide sources of cash. The Fund's cash flows during the six months ended June 30, 1996 resulted principally from financing activities relating to the issuance of stock, which generated $1,353,714 less costs related thereto such as selling commissions and other costs aggregating $120,519 and dividends to stockholders of $412,353. Cash flows provided by operating activities were $412,754 due principally to cash generated from property operations. Cash flows used in investing activities were $1,498,132 relating principally to the acquisition of the Pier 1 Imports property purchased during the six months ended June 30, 1996. Results of Operations - Six months ended June 30, 1997 and 1996. (Amounts rounded to nearest $000's) The Fund generated net income of $393,000 for the six months ended June 30, 1997 as compared to net income of $345,000 for the same six month period in 1996. Total income for the six months ended June 30, 1997 was $680,000 as compared to $567,000 for the same six month period in 1996, an increase of $113,000. The $113,000 increase resulted primarily from additional rental income received from the nine properties held during the six months ended June 30, 1997 as compared to seven properties held during the same six month period in 1996. For the six months ended June 30, 1997 total expenses were $287,000 as compared to $222,000 for the same six month period in 1996, an increase of $65,000. The increase was due primarily to advisory fees increasing approximately $49,000. Pursuant to the terms of the Advisory Agreement, following the termination of the offering on February 25, 1996, the Advisor was entitled to an annual advisory fee, payable monthly, in an amount equal to the greater of: (i) .60% of gross proceeds, or (ii) $175,000. Accordingly, the Advisory fee is $175,000 annualy. Other expenses have increased such as depreciation in the amount of $21,000 due to the increased number of properties which were held for the six months ended June 30, 1997 as compared to the same six month period in 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 has resulted in the condemnation of a portion of the frontage of the parcel. The damages will be paid to On the Border Corporation. The Fund will be compensated with an adjacent piece of land owned by On The Border Corporation. The Fund is working with Brinker International, in order to locate a subtenant for this location. 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. Country Harvest Buffet in Lynnwood, Washington closed in mid-June as a result of new competition from a new and larger buffet restaurant opening in the immediate area. They continue to pay their rent on a timely basis and The Fund is in the process of finalizing the terms of a sublease for a new operator for this location. Under the terms of the sublease, Country Harvest Buffet will remain on the lease. Results of Operations - Three months ended June 30, 1997 and 1996. (Amounts rounded to nearest $000's) The Fund generated net income of $205,000 for the three months ended June 30, 1997 as compared to net income of $185,000 for the same three month period in 1996. Total income for the three months ended June 30, 1997 was $340,000 as compared to $298,000 for the same three month period in 1996, an increase of $42,000. The $42,000 increase resulted primarily from additional rental income received from the nine properties held during the three months ended June 30, 1997 as compared to seven properties held during the same three month period in 1996. For the three months ended June 30, 1997 total expenses were $135,000 as compared to $113,000 for the same three month period in 1996, an increase of $22,000. The increase was due primarily to advisory fees increasing approximately $24,000. Pursuant to the terms of the Advisory Agreement, following the termination of the offering on February 25, 1996, the Advisor was entitled to an annual advisory fee, payable monthly, in an amount equal to the greater of: (i) .60% of gross proceeds, or (ii) $175,000. Accordingly, the Advisory fee is $175,000 annualy. PART II - OTHER INFORMATION ITEM 1. Legal Proceedings. None. ITEM 2. Changes in Securities. None. ITEM 3. Defaults Upon Senior Securities. None. ITEM 4. Submission of Matters to a Vote of Security Holders. (a) The Fund held an annual meeting of Stockholders on June 12, 1997. (b) The names of all Directors of the Fund are set forth in (c) below. Each of the Directors set forth in (c) below were Directors of the Fund during the previous year and will continue as Directors for the upcoming year. (c) Two matters were voted upon and approved by the stockholders. The presentation below briefly describes the matters voted upon and results of stockholders' votes. 1. Election of Directors: By Nominee Votes For Votes Withheld Jerome J. Brault 673,620.597 11,300.000 James L. Brault 673,620.597 11,300.000 Jeff A. Jacobson 673,620.597 11,300.000 Gregory S. Kobus 673,620.597 11,300.000 Kenneth S. Nelson 673,620.597 11,300.000 Hugh K. Zwieg 673,620.597 11,300.000 2. Ratification of Auditors The Board of Directors has approved and the stockholders have ratified the selection of Deloitte & Touche LLP, independent public accountants, as auditors of the Fund for the year ended December 31, 1997. Votes For Votes Against Abstentions 667,058.386 3,500 14,362.211 ITEM 5. Other Information. None. ITEM 6. Exhibits and Reports On Form 8-K. Exhibit 27. Financial Data Schedule SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BRAUVIN NET LEASE V, INC. BY: /s/ James L. Brault James L. Brault Executive Vice President and Secretary DATE: August 14, 1997 BY: /s/ B. Allen Aynessazian B. Allen Aynessazian Chief Financial Officer DATE: August 14, 1997