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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended December 31, 1998
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934. (NO FEE
REQUIRED)
Commission File Number 0-16561
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
(Exact Name of Registrant as specified in its Charter)
Delaware 16-1275925
(State of Formation) ---------------------------------
(IRS Employer Identification No.)
2350 North Forest Road
Suite 12-A
Getzville, New York 14068
(Address of Principal Executive Office)
Registrant's Telephone Number: (716) 636-9090
Securities registered pursuant
to Section 12(b) of the Act: None
Securities registered pursuant
to Section 12(g) of the Act: Units of Limited
Partnership Interest
Indicate by a check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No__
Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in part III of this Form 10-K or any
amendment to this Form 10-K. ( )
DOCUMENTS INCORPORATED BY REFERENCE
See item 14 for a list of all documents incorporated by reference
1
PART I
------
ITEM 1: BUSINESS
- -----------------
The Registrant, Realmark Property Investors Limited Partnership-V (the
"Partnership"), is a Delaware limited partnership organized in 1986, pursuant to
an Agreement and Certificate of Limited Partnership (the "Partnership
Agreement"), under the Revised Delaware Uniform Limited Partnership Act. The
Partnership's general partners are Realmark Properties, Inc. (the "Corporate
General Partner"), a Delaware corporation, and Joseph M. Jayson (the "Individual
General Partner").
The Registrant commenced the public offering of its limited partnership
units, registered with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on July 14, 1986, and concluded the offering
on October 31, 1987, having raised a total of $20,999,800 before deducting sales
commissions and expenses of the offering.
The Partnership's primary business and its only industry segment is to
own and operate income-producing real property for the benefit of its partners.
As of December 31, 1998, the Partnership owned one (1) 205 unit apartment
complex in Louisville, KY, one (1) 65,334 square foot office/warehouse building
in Nashville, Tennessee, one (1) 115,021 square foot office complex in Durham,
North Carolina, and two (2) office/warehouse complexes in Amherst, New York,
totaling 196,500 square feet.
The business of the Partnership is not seasonal. As of December 31,
1998, the Partnership did not directly employ any persons in a full-time
position. All persons who regularly rendered services on behalf of the
Partnership through December 31, 1998 were employees of the Corporate General
Partner or its affiliates.
The occupancy for each complex as of December 31, 1998, 1997 and 1996
was as follows:
1998 1997 1996
---- ---- ----
Camelot 92% 98% 97%
The Paddock 77% 86% 89%
Commercial Park West 97% 100% 99%
Inducon East 93% 89% -
Inducon East Phase III 96% 100% -
Williamsburg North - 88%
-
Fountains - 89%
-
O'Hara - - 92%
Wayne Estates - - 93%
Jackson Park - - 97%
2
The percentage of total Partnership revenue generated from each complex
as of December 31, 1998, 1997 and 1996 was as follows:
1998 1996 1997
---- ---- ----
Camelot 28% 18% 18%
The Paddock 7% 6% 5%
Commercial Park West 31% 20% 19%
Inducon East 26% 3% --
Inducon East Phase III 8% 1% --
Williamsburg North -- 12% 14%
Fountains -- 15% 17%
O'Hara -- 7% 7%
Wayne Estates -- 11% 12%
Jackson Park -- 7% 8%
This annual report contains certain forward-looking statements
concerning the Partnership's current expectations as to future results. Such
forward-looking statements are contained in Item 7: Management's Discussion and
Analysis of Financial Conditions and Results of Operations. Words such as
"believes", "forecasts", "intends", "possible", "expects", "estimates",
"anticipates" or "plans" and similar expressions are intended to identify
forward-looking statements.
ITEM 2: PROPERTIES
- -------
The following is a list of properties owned by the Partnership at December 31,
1998:
Property Name
- -------------
and Location General Character of Property Purchase Date
------------ ----------------------------- -------------
Camelot East Apts. Apartment complex; 23 buildings on 6 acres; May 1988
Louisville, KY 205 units. The outstanding mortgage balance
at December 31, 1998 was $4,855,113
providing for annual principal and interest
payments of approximately $407,000 including
interest at 7.4%. The mortgage matures
November 2027.
The Paddock Building Office/Warehouse Building; 65,334 square May 1987
Nashville, TN feet. The property is currently managed by
an unrelated third party. Realmark
Corporation, an affiliate of the Corporate
General Partner, closely monitors the
operations. The outstanding mortgage balance
at December 31, 1998 was $1,700,000. The
mortgage provides for monthly principal and
interest payments of $12,785 including
interest at 7.70% and matures January 2009
with a balloon payment of approximately
$1,375,000.
3
ITEM 2: PROPERTIES (Con't.)
- ------- -------------------
Property Name
and Location General Character of Property Purchase Date
------------ ----------------------------- -------------
Commercial Park West Office complex; 3 buildings totaling June 1991
Durham, NC 115,021 square feet. The property is
managed by an unrelated third party, with
Realmark Corporation, an affiliate of the
Corporate General Partner, closely
monitoring the operations. The outstanding
mortgage balance (bridge loan) at December
31, 1998 was $5,400,000 providing for
monthly interest payments at 3.50% above the
Euro Libor rate (9.0625% at December 31,
1998). The mortgage matures March 2000.
Inducon East Office/warehouse complex; 6 buildings on Acquired
Amherst, NY 15 acres; approximately 150,000 sq. ft of April 1987 as
rentable space. The outstanding mortgage Joint Venture;
balance at December 31, 1998 was $6,205,000, fully acquired
providing for monthly principal and interest November 1997
payments of $46,827, including interest at 7.74%.
The mortgage matures January 2009.
Inducon East Phase III The development consists of two buildings totaling Acquired
Amherst, NY 46,500 sq. ft. The outstanding mortgage September 1992
balance at December 31, 1998 was $1,875,000, as Joint Venture;
providing for monthly principal and interest fully acquired
payments of $14,150, including interest at 7.74%. November 1997
The mortgage matures January 2009.
ITEM 3: LEGAL PROCEEDINGS
- -------------------------
The Partnership is not a party to, nor is any of the Partnership's
property the subject of, any material pending legal proceedings that would
impact the future financial position and operations of the Partnership.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- ------------------------------------------------------------
None.
4
PART II
-------
ITEM 5: MARKET FOR REGISTRANT'S UNITS OF LIMITED
- -------------------------------------------------
PARTNERSHIP INTEREST.
---------------------
There is currently no established trading market for the units of
Limited Partnership Interest of the Partnership and it is not anticipated that
any will develop in the future.
Distributions of approximately $3,580,000 were made to the partners in
the year ended December 31, 1998. There were no Partnership distributions for
the years ended December 31, 1997 or 1996.
As of December 31, 1998, there were 2,180 record holders of units of
Limited Partnership Interest.
5
ITEM 6: SELECTED FINANCIAL DATA
- --------------------------------
Realmark Properties Investors Limited Partnership-V
---------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
Dec. 31, 1998 Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1995 Dec. 31, 1994
------------- ------------- ------------- ------------- -------------
Total assets $ 21,607,696 $ 25,243,111 $ 26,050,643 $ 27,477,303 $ 29,432,301
============ ============ ============ ============ ============
Notes payable and
long-term obligations $ 20,035,113 $ 18,507,664 $ 21,337,592 $ 21,606,473 $ 21,918,069
============ ============ ============ ============ ============
- ------------------------------------------------------------------------------------------------------------------------------------
Revenue $ 4,751,433 $ 7,068,782 $ 7,012,767 $ 7,213,894 $ 6,799,739
Expenses 6,009,276 9,151,387 7,919,987 8,782,511 7,745,256
------------ ------------ ------------ ------------ ------------
Loss before allocated
loss from joint ventures
and gain on sale of
properties (1,257,843) (2,082,605) (907,220) (1,568,617) (945,517)
Loss from Joint Ventures -- (625,953) (354,921) (394,263) (338,372)
Gain on sale of properties -- 5,009,787 -- -- --
------------ ------------ ------------ ------------ ------------
Net (loss) income $ (1,257,843) $ 2,301,229 $ (1,262,141) $ (1,962,880) $ (1,283,889)
============ ============ ============ ============ ============
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash (used in) provided
by operating activities $ (138,388) $ (1,179,623) $ 733,884 $ 360,672 $ 81,380
Principal payments on
mortgages (537,588) (270,610) (268,881) (311,596) (1,412,022)
Proceeds from refinancing 15,180,000 19,310,000 -- -- 8,250,000
Principal payments at
refinancing (13,114,963) (14,563,042) -- -- (6,085,000)
------------ ------------ ------------ ------------ ------------
Net cash provided
by operating activities
plus proceeds less
principal payments on
long-term debt $ 1,389,061 $ 3,296,725 $ 465,003 $ 49,076 $ 834,358
============ ============ ============ ============ ============
- ------------------------------------------------------------------------------------------------------------------------------------
(Loss) income per limited
partnership unit $ (58.09) $ 99.31 $ (58.29) $ (90.65) $ (59.30)
============ ============ ============ ============ ============
Distributions per limited
partnership unit $ 165.36 $ -- $ -- $ -- $ 5.00
============ ============ ============ ============ ============
Weighted average number
of limited partnership
units outstanding 21,002.8 21,002.8 21,002.8 21,002.8 21,002.8
============ ============ ============ ============ ============
- ------------------------------------------------------------------------------------------------------------------------------------
6
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------ ---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
----------------------------------------------
Liquidity and Capital Resources:
- --------------------------------
The Partnership successfully refinanced the mortgages on The Paddock,
Commercial Park West, Inducon East and Inducon East Phase III during the year
ended December 31, 1998. Upon obtaining the new financing, the previous
mortgages were paid in full with no gain or loss resulting. The result of the
refinancing was additional cash provided by the new mortgages and lower interest
rates. Escrow accounts were set up as part of the new mortgages on the Paddock
and Inducon East; these accounts are to be used to cover the costs of the
necessary improvements and future tenant improvements at these commercial
buildings. The new mortgage on Commercial Park West is set up as a bridge loan
which matures in March 2000. Management continues to work on permanent financing
for this property.
In 1999, management intends to market Camelot East Apartments for sale
as this is deemed to be in the best interest of the Limited Partners. Marketing
efforts will include advertising in national newspapers, such as The Wall Street
Journal, and mailing of sales packages and follow-up telephone calls to brokers.
Management has received offers on this property, but either the offers have been
lower than what management feels the property is worth in the current
marketplace or the sale was subject to a number of contingencies and was
eventually canceled by the buyer.
During November of 1997, the Partnership acquired 100% interest in
Inducon East and Inducon East Phase III. Prior to this time, the Partnership had
a 50% interest in each of these commercial properties. These properties began to
be consolidated in the Partnership's financial statements in November 1997.
On November 4, 1997, a consent solicitation statement was sent to all
Limited Partners of this Partnership. The offering was for the purchase of five
of the residential complexes in the Partnership: Williamsburg North Apartments,
The Fountains Apartments, O'Hara Apartments, Wayne Estates Apartments, and
Jackson Park Apartments. The price offered in the document for the properties,
including the proceeds from the sale and distributions from other sources, was
$16,107,000 or approximately $171 per Limited Partnership unit. The purchaser is
an affiliate by common ownership of the General Partners. Consent under the
offering was received and the sale was finalized on December 5, 1997. The sale
resulted in a gain of $5,009,787. A distribution of a portion of the proceeds
from the sale of approximately $3,580,000 was made during the first quarter of
1998. The Partnership made no distributions in the years ended December 31, 1997
or 1996. It is uncertain as to when the Partnership will be in a position to
make future distributions, although management is hopeful that distributions
will be made again in the future once the capital improvement work scheduled at
the properties is either completed or the full costs may be measured.
Significant non-capitalizable capital improvement work has been done at
Camelot East Apartments in order to make the property physically more appealing
to both potential tenants and current residents. Such work includes new
carpeting and paint in all hallways and replacement of appliances and carpets in
units on an as-needed basis. Additionally, apartments are being painted,
cabinets are being replaced and wallpaper and mirrors are being added as
upgrades to apartments. During 1999, management has plans to do paving, repairs
to decks and exterior siding work at the property with an estimated cost of
approximately $137,000. Capital improvement work in process at Inducon East
includes repairs to roofs which were damaged by ice and snow during the winter
and landscaping including planting of trees and shrubs to make the property
visually more appealing. Much of the above-described work is expected to be paid
for out of escrow accounts set up with lenders. Improvements scheduled for early
1999 at Commercial Park West include replacement of carpeting in various
hallways, replacement of restroom wallpaper, painting of hallways and repairs to
pavement; such work is anticipated to cost approximately $112,000.
7
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------- ---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Con't.)
------------------------------------------------------
Liquidity and Capital Resources:
- --------------------------------
Although at December 31, 1998 the Partnership was not in compliance with
certain debt covenants, the General Partner(s) have been in contact with the
lender(s) and have informed them of the covenants which they are not in
compliance with. After discussing this issue with the lender(s), the General
Partners do not expect there to be any material adverse repercussions from the
lack of compliance.
The Partnership has conducted a review of its computer systems to
identify the systems that could be affected by the "year 2000 issue" and has
substantially developed an implementation plan to resolve such issues. The year
2000 issue is the result of computer programs being written using two digits
rather than four digits to define the applicable year. Computer programs that
have time-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities. Management has discussed with outside
independent computer consultants its readiness for the Year 2000. The majority
of the software in use is either "2000 compliant" or will be with little
adaptation and at no significant cost per information provided by their software
providers. Management has also engaged a computer firm to re-write its tax
software making it Year 2000 compliant. This work is scheduled to begin May 1,
1999 and is expected to take three months. Management has a complete inventory
of its computers and feels that the cost of replacing those which will not be
"2000 compliant" will be relatively minor (i.e., most likely under $20,000).
Non-informational systems have also been evaluated and management feels that
there will be little, if any, cost to preparing these for the Year 2000 (i.e.,
most likely under $20,000). Management expects to be fully Year 2000 compliant
with all testing done by September 30, 1999. The Partnership is working on a
contingency plan in the unlikely event that its systems do not operate as
planned. It is management's belief that in the unlikely event that its
informational systems do not operate as planned in the year 2000, all records
could be maintained manually until the problems with its systems are resolved.
Management feels that its external vendors, suppliers and customers, for the
most part, will be unaffected by the Year 2000 as most do not rely on
information systems in their businesses.
Results of Operations:
- ----------------------
For the year ended December 31, 1998, the Partnership incurred a loss of
$1,257,843 or $58.09 per limited partnership unit. For the year ended December
31, 1997, the Partnership reported net income of $2,301,229 or $99.31 per
limited partnership unit. The income was the result of a gain from the sale of
five residential apartment complexes amounting to approximately $5,000,000.
Without considering the gain, the Partnership incurred a net loss of $2,708,558
or $125.09 per limited partnership unit. For the year ended December 31, 1996,
the loss incurred totaled $1,262,141 or $58.29 per limited partnership unit.
8
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------- ---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Con't.)
------------------------------------------------------
Results of Operations (Con't.):
- -------------------------------
Partnership revenue for the year ended December 31, 1998 totaled
$4,751,433, consisting of rental revenue of $4,656,844 and other income, which
includes interest, laundry income and other miscellaneous sources of income, of
$94,589. For the year ended December 31, 1997, Partnership revenue totaled
$7,068,782, consisting of rental income of $6,739,210 and other income of
$329,572. For the same period in 1996, total revenue reported was $7,012,767;
this was made up of rental revenue of $6,661,327 and other income of $351,440.
The primary reason for the decrease in total revenue when comparing the year
ended December 31, 1998 to both 1997 and 1996 is that the Partnership owned five
more residential apartment complexes which were reporting income for most of
1997 and all of 1996 (i.e., in 1997 these complexes reported rental income of
approximately $3,433,000 and other income of approximately $264,000; in 1996
these five complexes reported rental income of approximately $3,748,000 and
other income of approximately $258,000). Also contributing to the decrease in
rental revenue, there was a decrease in occupancy at four of the five remaining
properties in the Partnership when comparing 1998 to both 1997 and 1996. The
most significant decrease in occupancy was noted at the Paddock Office/Warehouse
Building in Nashville, TN which lost a tenant during early 1998 that previously
occupied approximately 10,000 square feet. Adding to income in 1998 was the two
Inducon properties were consolidated with the rest of the Partnership properties
(i.e., in previous years, these two properties were reported as unconsolidated
joint ventures); this added rental income of approximately $1,597,000 which for
1997 and 1996 was not included in rental income but rather reported as part of
the loss from joint ventures. For the years ended December 31, 1997 and 1996,
rental revenue for these properties was approximately $1,631,000 and $1,686,000,
respectively.
Partnership expenses for the year ended December 31, 1998 totaled
$6,009,276, a considerable decrease over the expenses of the years ended
December 31, 1997 and 1996 which were $9,151,387 and $7,919,987, respectively.
The decrease can be attributed to there being less properties reporting expenses
in the Partnership. For the years ended December 31, 1997 and 1996, expenses
related to the properties which were sold totaled approximately $4,799,000 and
$4,224,000, respectively. After considering the sale of the five properties and
the previously-mentioned consolidation of the Inducon properties, total expenses
increased for the year ended December 31, 1998 as compared to those incurred
during 1997 and 1996. The properties remaining in the Partnership at December
31, 1998 generally incurred higher operating expenses during 1998 as compared to
the two previous years. The increased expenses are attributable to significant
non-capitalizable capital improvement work being done at the properties. Much of
the work has been done by on-site personnel, thus resulting in increased payroll
and associated costs; such costs increased by over $38,000 between the years
ended December 31, 1998 and 1997 and over $30,000 between the years ended
December 31, 1998 and 1996. For this same reason, an increase of approximately
$47,000 in payroll and associated costs for Inducon East occurred between 1998
and 1997, and an over $20,000 increase in such costs occurred during the same
years for Inducon East Phase III. Due to the aging portfolio, considerable
amounts of capital improvements (capitalizable and non-capitalizable) and repair
work must done at the properties in this partnership. Such work includes
interior and exterior painting, siding and wood replacement, carpeting
replacement, paving repairs and appliance replacement. Additional amortization
expense reported for the year ended December 31, 1998 totaling approximately
$115,000 was the result of new financing obtained on all four of the commercial
properties in the Partnership and the write-off of the previously capitalized
mortgage acquisition costs on these properties. Additional amortization expense
in 1997 was the result of new financing obtained during the year on all of the
residential complexes in the Partnership and the sale of the five properties as
discussed above. In 1997, the new financing and sale led to the write-off of the
majority of the previously capitalized mortgage acquisition costs. The write-off
of such costs amounted to approximately $1,000,000.
9
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------- ---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Con't.)
------------------------------------------------------
Results of Operations (Con't.):
- -------------------------------
For the year ended December 31, 1998, the tax basis loss was $510,373 or
$23.57 per limited partnership unit compared to a tax income of $1,461,448 or
$67.50 per unit for the year ended December 31, 1997 and a tax loss of $721,465
or $33.32 per limited partnership unit for the year ended December 31, 1996.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------- ----------------------------------------------------------
The Partnership does not have investments in instruments which are
subject to market risk (e.g., derivatives, options or other interest sensitive
instruments).
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
- ------- --------------------------------------------
Listed under Item 14 of the report.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
- ------- ---------------------------------------------
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
---------------------------------------
None.
PART III
--------
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE
- -------- ---------------------------------------
REGISTRANT.
-----------
The Partnership, as an entity, does not have any directors or officers.
The Individual General Partner of the Partnership is Joseph M. Jayson. The
directors and executive officers of Realmark Properties, Inc., the Partnership's
Corporate General Partner, as of March 1, 1999, are listed below. Each director
is subject to election on an annual basis.
Title of All Positions Year First
Name Held With the Company Elected Director
- ---- --------------------- ----------------
Joseph M. Jayson President and Director 1979
Judith P. Jayson Vice President and Director 1979
Michael J. Colmerauer Secretary N/A
Joseph M. Jayson, President and Director of Realmark Properties, Inc.
and Judith P. Jayson, Vice President and Director of Realmark Properties, Inc.,
are married to each other.
The Directors and Executive Officers of the Corporate General Partner
and their principal occupations and affiliations during the last five years or
more are as follows:
10
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE
- -------- ---------------------------------------
REGISTRANT. (Con't.)
--------------------
Joseph M. Jayson, age 60, is Chairman and Director and sole stockholder
of J.M. Jayson & Company, Inc. and certain of its affiliated companies: U.S.
Apartments LLC, Westmoreland Capital Corporation, Oilmark Corporation and U.S.
Energy Development Corporation. In addition, Mr. Jayson is President and
Director of Realmark Corporation and Realmark Properties, Inc., wholly owned
subsidiaries of J.M. Jayson & Company, Inc. and co-general partner of Realmark
Property Investors Limited Partnership, Realmark Property Investors Limited
Partnership-II, Realmark Property Investors Limited Partnership-III, Realmark
Property Investors Limited Partnership-IV, Realmark Property Investors Limited
Partnership-V, Realmark Property Investors Limited Partnership-VI A and Realmark
Property Investors Limited Partnership-VI B. Mr. Jayson has been engaged in real
estate business for the last 36 years and is a Certified Property Manager as
designated by the Institute of Real Estate Management ("I.R.E.M."). Mr. Jayson
received a B.S. Degree in Education in 1961 from Indiana University, a Masters
Degree from the University of Buffalo in 1963, and has served on the Educational
Faculty of the Institute of Real Estate Management. Mr. Jayson has for the last
36 years been engaged in various aspects of real estate brokerage investment. He
brokered residential properties from 1962 to 1964, commercial and investment
properties from 1964 to 1967, and in 1967, left commercial real estate to form
his own investment firm. Since that time, Mr. Jayson and J.M. Jayson & Company,
Inc. have formed, or participated in various ways, in forming over 30 real
estate related limited partnerships. For the past seventeen years, Mr. Jayson
and J.M. Jayson & Company, Inc. and an affiliate have also engaged in
developmental drilling for gas and oil.
Judith P. Jayson, age 59, is currently Vice-President and Director of
Realmark Properties, Inc. She is also a Director of the property management
affiliate, Realmark Corporation. Mrs. Jayson has been involved in property
management for the last 27 years and has extensive experience in the hiring and
training of property management personnel and in directing, developing and
implementing property management systems and programs. Mrs. Jayson, prior to
joining the firm in 1973, taught business in the Buffalo, New York high school
system. Mrs. Jayson graduated from St. Mary of the Woods College in Terre Haute,
Indiana, with a degree in Business Administration. Mrs. Jayson is the wife of
Joseph M. Jayson, the Individual General Partner.
Michael J. Colmerauer, 40, is Secretary and in-house legal counsel for
J.M. Jayson & Company, Inc., Realmark Corporation, Realmark Properties, Inc. and
other companies affiliated with the General Partners. He received a Bachelor's
Degree (BA) from Canisius College in 1980 and a Juris Doctors (J.D.) from the
University of Tulsa in 1983. Mr. Colmerauer is a member of the American and Erie
County Bar Association and has been employed by the Jayson group of companies
for the last 15 years.
ITEM 11: EXECUTIVE COMPENSATION.
- -------- -----------------------
No direct remuneration was paid or payable by the Partnership to
directors and officers (since it has no directors or officers) for its fiscal
years ended December 31, 1998, 1997 or 1996; nor was any direct remuneration
paid or payable by the Partnership to directors or officers of Realmark
Properties, Inc., the Corporate General Partner and sponsor, for the years ended
December 31, 1998, 1997 or 1996.
11
ITEM 11: EXECUTIVE COMPENSATION (Con't.).
- -------- ---------------------------------
The following table sets forth for the years ended December 31, 1998,
1997 and 1996 the compensation paid by the Partnership, directly or indirectly,
to affiliates of the General Partners:
Entity Receiving Type of
Compensation Compensation 1998 1997 1996
------------ ------------ ---- ---- ----
US Capital Corp.
(An affiliate of the
General Partners) Loan Placement $151,800 $234,500 $ --
-------- -------- --------
Realmark Properties, Inc.
(The Corporate
General Partner) Reimbursement for
allocated partnership
administration expenses:
Investor Service Fees 13,424 14,261 12,699
Brokerage 25,815 51,765 34,571
Portfolio Management
& Accounting Fees 196,676 269,171 271,526
Partnership Management Fees -- 30,600 56,100
Realmark Corporation Property Management Fees 212,285 333,322 365,877
Computer Service Fees 6,690 20,842 20,592
454,890 719,961 761,365
-------- -------- --------
Total $606,690 $954,461 $761,365
======== ======== ========
The Corporate General Partner is entitled to a continuing Partnership
Management Fee equal to 7% of net cash flow as defined in the Partnership
Agreement. No such fee was paid in the year ended December 31, 1998. This fee
totaled $30,600 and $56,100 for the years ended December 31, 1997 and 1996,
respectively. The General Partners are also entitled to 3% of Distributable
Cash, as defined in the Partnership Agreement (no such amounts were distributed
for the years ended December 31, 1998, 1997 and 1996) and to certain expense
reimbursements with respect to Partnership operations.
The General Partners are also allowed to collect a property disposition
fee upon sale of acquired properties. This fee is not to exceed the lesser of
50% of amounts customarily charged in arm's-length transactions by others
rendering similar services for comparable properties or 2.75% of the sales
price. The property disposition fee is subordinate to payments to the Limited
Partners of a cumulative annual return (not compounded) equal to 7% of their
average adjusted capital balances and to repayment to the Limited Partners of an
amount equal to their original capital contributions.
Since the conditions described above have not been met, no disposition
fee was paid or accrued on the March 1990 sale of Pelham East or on the five
properties sold in 1997 as described in Note 3.
The General Partners may also be entitled to 13% of any remaining sale
or refinancing proceeds after payments to the Limited Partners pursuant to the
terms outlined in the Partnership Agreement.
12
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
- -------- -----------------------------------------------
AND MANAGEMENT.
---------------
No person owns of record or beneficially more than five percent (5%) of
the units of Limited Partnership Interest of the Partnership. The General
Partners, as of December 31, 1998, owned three (3) units of Limited Partnership
Interest.
Affiliates of the General Partners own of record or beneficially 476.1
units of Limited Partnership Interest constituting 2.26% of the Partnership
Interest.
Based upon a review of Forms 3, 4 and 5 and amendments thereto furnished
to the registrant, all reports were filed, however one report was filed
subsequent to their required due date. This report contained a total of two
transactions totaling 48.5 limited partnership units.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
- -------- -----------------------------------------------
During 1998, no transactions occurred between the Partnership and the
officers and directors of Realmark Properties, Inc. All transactions between the
Partnership and Realmark Properties, Inc. (the Corporate General Partner) and
any other affiliated organization are described in Item 11 of this report and in
Note 4 to the financial statements.
As discussed in Note 3, the Partnership sold five residential properties
to U.S. Apartments LLC, a wholly-owned affiliate of the General Partners, in
December 1997.
13
ITEM 14: EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND
- -------- ---------------------------------------------
REPORTS ON FORM 8-K.
--------------------
(a) Financial Statements and Schedules.
-----------------------------------
FINANCIAL STATEMENTS PAGE
-------------------- ----
(i) Independent Auditors' Report 15
(ii) Balance Sheets at December 31, 1998 and 1997 16
(iii) Statements of Operations for the years ended
December 31, 1998, 1997 and 1996 17
(iv) Statements of Partners' Capital (Deficit)
for the years ended December 31, 1998,
1997 and 1996 18
(v) Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996 19
(vi) Notes to Financial Statements 20 - 30
FINANCIAL STATEMENT SCHEDULE
----------------------------
(i) Schedule III - Real Estate and Accumulated
Depreciation 31 - 32
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or the notes thereto.
(b) Reports on Form 8-K
-------------------
None.
(c) Exhibits
--------
4. Instruments defining the rights of security holder,
including indentures
(a) Certificate of Limited Partners filed with the
Registration Statement of the Registrant Form S-11,
filed February 28, 1986, and subsequently amended,
incorporated herein by reference.
10. Material Contracts
(a) Property Management Agreement with Realmark Corporation
included with the Registration Statement, Form S-11, of
the Registrant as filed and amended to date,
incorporated herein by reference.
(b) Partnership Agreement included with the Registration
Statement of the Registrant as filed and amended to
date, incorporated herein by reference.
27. Financial Data Schedule
(a) Schedule is included herewith.
14
INDEPENDENT AUDITORS' REPORT
The Partners
Realmark Property Investors Limited Partnership-V
We have audited the accompanying balance sheets of Realmark Property Investors
Limited Partnership-V as of December 31, 1998 and 1997, and the related
statements of operations, partners' capital (deficit), and cash flows for each
of the three years in the period ended December 31, 1998. Our audits also
included the financial statement schedule listed in the index at Item 14. These
financial statements and financial statement schedule are the responsibility of
the General Partners. Our responsibility is to express an opinion on the
financial statements and the financial statement schedule based on our audits.
We conducted our audits 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 the
General Partners, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Realmark Property Investors Limited
Partnership-V at December 31, 1998 and 1997 and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1998 in conformity with generally accepted accounting principles. Also, in our
opinion, such financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, present fairly in all material
respects the information set forth therein.
Buffalo, New York
April 27, 1999
15
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-V
-------------------------------------------------
BALANCE SHEETS
--------------
DECEMBER 31, 1998 AND 1997
--------------------------
Assets 1998 1997
- ------ ---- ----
Property, at cost:
Land $ 2,435,519 $ 2,435,519
Buildings 26,089,842 25,722,116
Furniture, fixtures and equipment 513,807 512,500
-------------- ---------------
29,039,168 28,670,135
Less accumulated depreciation 10,222,305 9,010,190
-------------- ---------------
Property, net 18,816,863 19,659,945
Investment in land 417,473 397,946
Cash 188,887 2,165,489
Investments in mutual funds - 1,695,559
Accounts receivable, net of allowance
for doubtful accounts of
$81,000 and $140,390 in 1998 and 1997,
respectively 75,023 202,412
Mortgage escrow 980,981 356,953
Mortgage costs, net of accumulated amortization
of $143,560 and $566,754 in 1998 and 1997,
respectively 839,242 421,663
Other assets 289,227 343,144
-------------- ---------------
Total Assets $21,607,696 $25,243,111
============== ===============
Liabilities and Partners' Capital
Liabilities:
Mortgages payable $20,035,113 $18,507,664
Accounts payable and accrued expenses 345,593 723,160
Accounts payable - affiliates 185,272 -
Interest payable 65,418 159,020
Security deposits and prepaid rents 218,831 257,485
-------------- ---------------
Total Liabilities 20,850,227 19,647,329
-------------- ---------------
Partners' capital (deficit):
General partners (389,213) (244,064)
Limited partners 1,146,682 5,839,846
-------------- ---------------
Total Partners' Capital 757,469 5,595,782
-------------- ---------------
Total Liabilities and Partners'
Capital $21,607,696 $25,243,111
============= ===============
See notes to financial statements
16
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-V
-------------------------------------------------
STATEMENTS OF OPERATIONS
------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
----------------------------------------------------
1998 1997 1996
-------------- --------------- ---------------
Income:
Rental $ 4,656,844 $ 6,739,210 $ 6,661,327
Interest and other 94,589 329,572 351,440
-------------- --------------- ---------------
Total income 4,751,433 7,068,782 7,012,767
-------------- --------------- ---------------
Expenses:
Property operations 1,753,725 3,326,437 2,994,570
Interest 1,885,278 2,149,177 2,160,419
Depreciation and amortization 1,549,691 2,251,774 1,533,249
Administrative:
Due to affiliates 454,890 719,961 761,365
Other 365,692 704,038 470,384
-------------- --------------- ---------------
Total expenses 6,009,276 9,151,387 7,919,987
-------------- --------------- ---------------
Loss before allocated loss from
joint ventures and
gain on sale of properties (1,257,843) (2,082,605) (907,220)
Allocated loss from joint ventures - (625,953) (354,921)
Gain on sale of properties - 5,009,787 -
-------------- --------------- ---------------
Net (loss) income $(1,257,843) $ 2,301,229 $(1,262,141)
============== =============== ===============
(Loss) income per limited partnership unit $ (58.09) $ 99.31 $ (58.29)
============== =============== ===============
Distributions per limited partnership unit $ 165.36 $ - $ -
============== =============== ===============
Weighted average number of limited partnership
units outstanding 21,002.8 21,002.8 21,002.8
============== =============== ===============
See notes to financial statements
17
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-V
-------------------------------------------------
STATEMENTS OF OPERATIONS
------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
----------------------------------------------------
1998 1997 1996
--------------- --------------- ---------------
Income:
Rental $ 4,656,844 $ 6,739,210 $ 6,661,327
Interest and other 94,589 329,572 351,440
--------------- --------------- ---------------
Total income 4,751,433 7,068,782 7,012,767
--------------- --------------- ---------------
Expenses:
Property operations 1,753,725 3,326,437 2,994,570
Interest 1,885,278 2,149,177 2,160,419
Depreciation and amortization 1,549,691 2,251,774 1,533,249
Administrative:
Due to affiliates 454,890 719,961 761,365
Other 365,692 704,038 470,384
--------------- --------------- ---------------
Total expenses 6,009,276 9,151,387 7,919,987
--------------- --------------- ---------------
Loss before allocated loss from joint
ventures and
gain on sale of
properties (1,257,843) (2,082,605) (907,220)
Allocated loss from joint ventures - (625,953) (354,921)
Gain on sale of properties - 5,009,787 -
--------------- --------------- ---------------
Net (loss) income $(1,257,843) $ 2,301,229 $(1,262,141)
=============== =============== ===============
(Loss) income per limited partnership unit $ (58.09) $ 99.31 $ (58.29)
=============== =============== ===============
Distributions per limited partnership unit $ 165.36 $ - $ -
=============== =============== ===============
Weighted average number of limited
partnership
units outstanding 21,002.8 21,002.8 21,002.8
=============== =============== ===============
See notes to financial statements
18
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-V
-------------------------------------------------
STATEMENTS OF CASH FLOWS
------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
----------------------------------------------------
1998 1997 1996
------------- -------------- --------------
Cash Flows from operating activities:
Net (loss) income $(1,257,843) $ 2,301,229 $(1,262,141)
Adjustments to reconcile net (loss) income
to net cash
(used in) provided by operating
activities:
Depreciation and amortization 1,549,691 2,251,774 1,533,249
Net loss from joint ventures - 625,953 354,921
Gain on sale of properties - (5,009,787) -
Changes in operating assets and liabilities:
Accounts receivable 127,389 (94,691) 32,008
Other assets (47,802) (94,903) (28,516)
Accounts payable and accrued expenses (377,567) (801,974) 104,956
Interest payable (93,602) (169,523) (2,383)
Security deposits and prepaid rents (38,654) (187,701) 1,790
------------- -------------- --------------
Net cash (used in) provided by operating activities (138,388) (1,179,623) 733,884
------------- -------------- --------------
Cash flows from investing activities:
Investments in mutual funds 1,695,559 (1,695,559) -
(Increase) decrease in accounts receivable - affiliates - 135,988 (4,755)
(Increase) decrease in mortgage escrow deposits (624,028) 126,154 91,470
Property acquisitions (369,032) (571,010) (300,454)
Investment in land (19,527) (24,664) -
Buyout of investment in joint venture - (80,000) -
Proceeds from dispositions of properties - 1,491,340 -
------------- -------------- --------------
Net cash provided by (used in) investing activities 682,972 (617,751) (213,739)
------------- -------------- --------------
Cash flows from financing activities:
Increase in accounts payable - affiliates 185,272 - -
Distributions paid (3,580,470) - -
Principal payments on mortgages (537,588) (270,610) (268,881)
Principal payments upon refinancing (13,114,963) (14,563,042) -
Mortgage costs related to refinancing (653,437) (1,178,858) (39,774)
Mortgage proceeds from refinancing 15,180,000 19,310,000 -
------------- -------------- --------------
Net cash (used in) provided by financing activities (2,521,186) 3,297,490 (308,655)
------------- -------------- --------------
Net (decrease) increase in cash (1,976,602) 1,500,116 211,490
Cash - beginning of year 2,165,489 665,373 453,883
------------- -------------- --------------
Cash - end of year $ 188,887 $ 2,165,489 $ 665,373
============= ============== ==============
See notes to financial statements
19
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-V
-------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
----------------------------------------------------
1. FORMATION AND OPERATION OF PARTNERSHIP:
Realmark Property Investors Limited Partnership-V (the "Partnership"), a
Delaware Limited Partnership, was formed on February 28, 1986, to invest in a
diversified portfolio of income-producing real estate investments.
In July 1986, the Partnership commenced the public offering of units of
limited partnership interest. Other than matters relating to organization, it
had no business activities and, accordingly, had not incurred any expenses or
earned any income until the first interim closing (minimum closing) of the
offering, which occurred on December 5, 1986. All items of income and expense
arose subsequent to this date. As of December 31, 1987, 20,999.8 units of
limited partnership interest were sold and outstanding, excluding 3 units held
by an affiliate of the General Partners. The offering terminated on October 31,
1987 with gross offering proceeds of $20,999,800. The General Partners are
Realmark Properties, Inc., the Corporate General Partner, and Joseph M. Jayson,
the Individual General Partner. Joseph M. Jayson is the sole shareholder of J.M.
Jayson & Company, Inc. Realmark Properties, Inc. is a wholly-owned subsidiary of
J.M. Jayson & Company, Inc.
Under the partnership agreement, the general partners and their
affiliates can receive compensation for services rendered and reimbursement for
expenses incurred on behalf of the Partnership (see Note 4).
The partnership agreement also provides that distribution of funds,
revenues, costs and expenses arising from partnership activities, exclusive of
any sale or refinancing activities, are to be allocated 97% to the limited
partners and 3% to the general partners.
Net income or loss and proceeds arising from a sale or refinancing shall
be distributed first to the limited partners in amounts equivalent to a 7%
return on the average of their adjusted capital contributions, then an amount
equal to their capital contributions, then an amount equal to an additional 5%
of the average of their adjusted capital contributions after the corporate
general partner receives a 2.75% property disposition fee, then to all partners
in an amount equal to their respective positive capital balances and, finally,
in the ratio of 87% to the limited partners and 13% to the general partners.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
(a) 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 those estimates.
20
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-V
-------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
----------------------------------------------------
(Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Con't.):
----------------------------------------------------
(b) Property and Depreciation
Depreciation is provided using the straight-line method over the
estimated useful lives of the respective assets and totaled $1,212,114,
$1,094,232 and $1,397,696 for the years ended December 31, 1998, 1997 and 1996,
respectively. The estimated useful lives of the Partnership's assets range from
5 to 25 years. Expenditures for maintenance and repairs are expensed as
incurred; major renewals and betterments are capitalized. The Accelerated Cost
Recovery System and Modified Accelerated Cost Recovery System are used to
calculate depreciation expense for tax purposes.
(c) Rental Income
-------------
Leases for residential properties have terms of one year or less.
Commercial leases have terms of from one to six years. Rental income is
recognized on the straight line method over the term of the lease.
(d) Cash
----
For purposes of reporting cash flows, cash includes the following items:
cash on hand; cash in checking; and cash in savings.
(e) Mortgage Costs
--------------
Mortgage costs incurred in obtaining property mortgage financing have
been deferred and are being amortized over the terms of the respective
mortgages.
(f) Investments in Mutual Funds
---------------------------
The investments in mutual funds are stated at fair value, which
approximates cost, at December 31, 1997.
(g) Comprehensive Income
--------------------
The Partnership has adopted Statement of Financial Accounting Standards
(SFAS) No. 130, Reporting Comprehensive Income. SFAS 130 establishes standards
for reporting and display of comprehensive income and its components in a full
set of general purpose financial statements. Comprehensive income is defined as
"the change in equity of a business enterprise during a period from transactions
and other events and circumstances from non-owner sources". Other than net
income (loss), the Partnership has no other sources of comprehensive income.
(h) Segment Information
-------------------
SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information establishes standards for the way public business enterprises report
information about operating segments in annual financial statements. The
Partnership's only operating segment is the ownership and operation of
income-producing real property for the benefit of its partners.
21
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-V
-------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
----------------------------------------------------
(Continued)
3. ACQUISITION AND DISPOSITIONS OF RENTAL PROPERTY:
------------------------------------------------
In April 1987, the Partnership acquired a 50% interest in Inducon - East
Joint Venture, a 150,000 square foot office/warehouse located in Amherst, New
York. The Partnership contributed $2,414,592 of capital to the joint venture.
In May 1987, the Partnership acquired a 65,334 square foot office
building (The Paddock Building) located in Nashville, Tennessee, for a purchase
price of $3,163,324, which included $148,683 in acquisition fees.
In December 1987, the Partnership acquired a 192 unit apartment complex
(Williamsburg North) located in Columbus, Indiana for a purchase price of
$3,525,692, which included $285,369 in acquisition fees.
In February 1988, the Partnership acquired a 215 unit apartment complex
(The Fountains) located in Westchester, Ohio for a purchase price of $5,293,068,
which included $330,155 in acquisition fees.
In May 1988, the Partnership acquired a 100 unit apartment complex
(Pelham East) located in Greenville, South Carolina, for a purchase price of
$2,011,927, which included $90,216 in acquisition fees. In March 1990, the
Partnership sold the 100 unit apartment complex for a sale price of $2,435,000
which generated a net gain for financial statement purposes of $572,562.
In May 1988, the Partnership acquired a 205 unit apartment complex
(Camelot East) located in Louisville, Kentucky for a purchase price of
$6,328,363, which included $362,540 in acquisition fees.
In June 1988, the Partnership acquired a 100 unit apartment complex
(O'Hara) located in Greenville, South Carolina, for a purchase price of
$2,529,390, which included $498,728 in acquisition fees.
In July 1988, the Partnership acquired a 158 unit apartment complex
(Wayne Estates) located in Huber Heights, Ohio, for a purchase price of
$4,250,013, which included $793,507 in acquisition fees.
In April 1989, the Partnership acquired a 102 unit apartment complex
(Jackson Park) located in Seymour, Indiana for a purchase price of $1,911,585,
which included $111,585 in acquisition fees.
22
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
-----------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
----------------------------------------------------
(Continued)
3. ACQUISITION AND DISPOSITIONS OF RENTAL PROPERTY (Con't.):
---------------------------------------------------------
In June 1991, the Partnership acquired a 115,021 square foot office
complex (Commercial Park West) located in Durham, North Carolina, for a purchase
price of $5,773,633, which included $273,663 in acquisition fees.
In September 1992, Inducon East Phase III Joint Venture (the "Phase III
Venture") was formed pursuant to an agreement between the Partnership and
Inducon Corporation. Each held a 50% interest in the Phase III Venture. The
Phase III Venture developed two buildings totaling approximately 46,500 square
feet on 4.2 acres of land in Amherst, New York.
In June 1997, the Partnership entered into a plan to dispose of the
property, plant and equipment of Camelot East with a carrying amount of
$3,825,407 at December 31, 1997. Management had determined that a sale of the
property was in the best interests of the limited partners. An agreement was
signed with a potential buyer for the purchase of the property. The agreement
expired in October 1997, and management discontinued its plan to dispose of the
property.
In November 1997, the Partnership acquired an additional 50% interest in
Inducon East and Inducon East Phase III through a buyout of the other joint
venturers. The Partnership owns 100% of the properties.
In December 1997, the Partnership sold Williamsburg North, the
Fountains, O'Hara, Wayne Estates and Jackson Park for a total purchase price of
$16,107,000, which generated a net gain for financial statement purposes of
$5,009,787. The properties were sold to U.S. Apartments LLC, a wholly-owned
affiliate of Joseph M. Jayson, Individual General Partner.
Financial Accounting Standards Statement No. 121, Accounting for the
Impairment of Long-lived Assets and for Long-lived Assets to be Disposed Of (the
"Statement") requires that assets to be disposed of be recorded at the lower of
carrying value or fair value, less costs to sell. The Statement also requires
that such assets not be depreciated during the disposal period, as the assets
will be recovered through sale rather than through operations. In accordance
with this Statement, the long-lived assets of Camelot East, classified as held
for sale on the balance sheet at December 31, 1997, were recorded at the
carrying amount which is the lower of carrying value or fair value less costs to
sell, and were not depreciated during the disposal period. Fair value is
determined based on estimated future cash flows. Depreciation expense, not
recorded during the disposal period, for the year ended December 31, 1997
totaled approximately $55,000 for Camelot East Apartments. Depreciation expense
not recorded during the same period for the five properties sold to U.S.
Apartments LLC totaled approximately $281,000.
23
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
-----------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
----------------------------------------------------
(Continued)
4. RELATED PARTY TRANSACTIONS:
---------------------------
The corporate general partner and its affiliates earned the following
fees and commissions as provided for in the partnership agreement for the years
ended December 31, 1998, 1997 and 1996:
1998 1997 1996
---- ---- ----
Loan placement fees equal
to 1% of loan balance
at time service is rendered $151,800 $234,500 $
--
------------- ------------ ----------
Partnership management fee - equal
to 7% of the net cash flow of the
partnership as defined in the
partnership agreement $ - 30,600 56,100
Reimbursement for allocated administrative
expenses of the corporate general
partner including payroll, legal,
rent, depreciation, printing, audit, travel
and communications related to partnership
accounting, partner communications
and property marketing 235,915 335,197 318,796
Computer service charges based on number of
apartment units 6,690 20,842 20,592
Property management fees computed at 3 - 6%
of gross monthly rental receipts on properties
managed 212,285 333,322 365,877
454,890 719,961 761,365
$606,690 $ 954,461 $761,365
======== ========= ========
24
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-V
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(Continued)
4. RELATED PARTY TRANSACTIONS (Con't.):
------------------------------------
Partnership accounting and portfolio management fees, investor services
fees and brokerage fees are allocated based on total assets, the number of
partners, and number of units, respectively. In addition to the above, other
property specific expenses, such as payroll, benefits, etc. are charged to
property operations on the Statement of Operations.
The General Partners are also allowed to collect a property disposition
fee upon sale of acquired properties. This fee is not to exceed the lesser of
50% of amounts customarily charged in arm's-length transactions by others
rendering similar services for comparable properties or 2.75% of the sales
price. The property disposition fee is subordinate to payments to the Limited
Partners of a cumulative annual return (not compounded) equal to 7% of their
average adjusted capital balances and to repayment to the Limited Partners of an
amount equal to their original capital contributions. Since these conditions
described above have not been met, no disposition fees were paid or accrued on
the March 1990 sale of Pelham East or on the five properties sold in 1997 as
described in Note 3.
Accounts payable - affiliates totaled $185,272 at December 31, 1998.
These amounts are payable on demand.
5. INVESTMENT IN LAND:
-------------------
The Partnership owns approximately 96 acres of vacant land in Amherst,
New York. The investment totaled $417,473 and $397,946 as of December 31, 1998
and 1997, respectively. The balance as of December 31, 1998 approximates the
investment's fair value.
6. MORTGAGES AND NOTE PAYABLE:
---------------------------
The Partnership has the following mortgages payable:
The Paddock Building
- --------------------
The property's mortgage of $1,615,870 and loans of $180,000 at December
31, 1997 were refinanced in 1998. The mortgage outstanding at December 31, 1998
of $1,700,000 provides for monthly principal and interest payments of $12,785
including interest at 7.70%. The mortgage matures January 2009 with a balloon
payment of approximately $1,375,000.
25
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-V
-------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
----------------------------------------------------
(Continued)
6. MORTGAGES AND NOTES PAYABLE (Con't.):
-------------------------------------
Camelot East Apartments
- -----------------------
Camelot East Apartments' mortgage had an outstanding balance of
$4,855,113 and $4,896,290 at December 31, 1998 and 1997, respectively, providing
for annual principal and interest payments of approximately $407,000 including
interest at 7.4%. The mortgage matures November 2027.
Commercial Park West
- --------------------
The property's mortgage of $4,826,425 at December 31, 1997 was
refinanced in 1998. The mortgage outstanding (bridge loan) at December 31, 1998
of $5,400,000 provides for monthly interest payments at 3.50% above the Euro
Libor rate (9.0625% at December 31, 1998). The mortgage matures March 2000.
Inducon East
- ------------
The bonds payable totaling $6,465,646 at December 31, 1997 were
refinanced into a mortgage payable in 1998. The mortgage outstanding at December
31, 1998 of $6,205,000 provides for monthly principal and interest payments of
$46,827 including interest at 7.74%. The mortgage matures January 2009.
Inducon East Phase III
- ----------------------
The loans outstanding of $523,433 at December 31, 1997 were refinanced
in 1998. The mortgage outstanding at December 31, 1998 of $1,875,000 provides
for monthly principal and interest payments of $14,150 including interest at
7.74%. The mortgage matures January 2009.
The mortgage notes are secured by the individual complexes to which they relate
and are of a non-recourse nature.
The Partnership is currently not in compliance with certain of its debt
covenants related to the above mortgages.
26
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-V
-------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
----------------------------------------------------
(Continued)
6. MORTGAGES AND NOTES PAYABLE (Con't.):
-------------------------------------
The aggregate maturities of mortgages, assuming payments are not
accelerated, for each of the next five years and thereafter are as follows:
Year Amount
---- ------
1999 $ 171,503
2000 5,596,594
2001 216,749
2002 228,952
2003 247,077
Thereafter 13,574,238
------------
TOTAL $ 20,035,113
============
7. FAIR VALUE OF FINANCIAL INSTRUMENTS:
------------------------------------
Statement of Financial Accounting Standards No. 107 requires disclosure
about fair value of certain financial instruments. The fair values of cash,
accounts receivable, accounts receivable - affiliates, accounts payable,
accounts payable - affiliates, accrued expenses and deposit liabilities
approximate the carrying value due to the short-term nature of these
instruments.
Management has estimated that the fair values of the mortgages payable
on the following properties approximate their carrying values because the
mortgages were obtained in 1998:
Carrying Value
The Paddock $ 1,700,000
Inducon East $ 6,205,000
Commercial Park West $ 5,400,000
Inducon East Phase III $ 1,875,000
The fair value of the mortgage payable on Camelot East approximates its
carrying value of approximately $4,855,000 because the mortgage has a variable
interest rate.
Refer to Note 6 for a description of the terms of the mortgages.
27
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-V
-------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
----------------------------------------------------
(Continued)
8. INCOME TAXES:
-------------
No provision has been made for income taxes since the income or loss of
the partnership is to be included in the tax returns of the individual partners.
The tax returns of the Partnership are subject to examination by the
Federal and state taxing authorities. Under federal and state income tax laws,
regulations and rulings, certain types of transactions may be accorded varying
interpretations and, accordingly, reported Partnership amounts could be changed
as a result of any such examination.
Partners' capital as of December 31, 1998, 1997 and 1996, as reported in
the balance sheet, and as reported for tax return purposes, is as follows:
1998 1997 1996
------------- ------------- ---------------
Partners' Capital - Balance Sheet $ 757,469 $ 5,595,782 $ 3,294,553
Add to (deduct from):
Accumulated difference in depreciation 2,640,073 2,240,303 1,635,883
Gain on sale of properties (905,955) (905,955)
Difference in investment in Joint Venture 543,845 543,845 429,468
Syndication fees 2,352,797 2,352,797 2,352,797
Accumulated difference in amortization
of organization costs 21,738 21,738 21,738
Other nondeductible expenses 129,095 (218,605) 434,017
Partners' Capital - tax return purposes $ 5,539,062 $ 9,629,905 $ 8,168,456
=========== =========== ===========
The reconciliation of net (loss) income for the years ended December 31,
1998, 1997 and 1996 as reported in the statement of operations, and as reported
for tax return purposes, is as follows:
1998 1997 1996
----------------- ----------------- ------------------
Net (loss) income -
Statement of operations $ (1,257,843) $ 2,301,229 $ (1,262,141)
Add to (deduct from):
Difference in depreciation 399,770 604,420 251,954
Gain on sale of properties (905,955)
Difference in investment in
joint venture 114,377 113,292
Other nondeductible expenses 347,700 (652,623) 175,430
Net income (loss) - tax return purposes $(510,373) $1,461,448 $ (721,465)
========== ========== ===========
28
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-V
-------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
----------------------------------------------------
(Continued)
9. INVESTMENTS IN JOINT VENTURES:
------------------------------
Inducon East Joint Venture (the "Venture") was formed pursuant to an
agreement dated April 22, 1987 between the Partnership and Curtlaw Corporation,
a New York corporation (the "Corporation"). The primary purpose of the Venture
was to acquire land and construct office/warehouse buildings as income-producing
property. The development consists of two parcels of land being approximately
8.4 acres for Phase I and 6.3 acres for Phase II. Phase I consists of two (2)
buildings of approximately 38,000 and 52,000 square feet, while Phase II
consists of four (4) buildings totaling approximately 75,000 square feet, with
each building being approximately 19,000 square feet.
The Partnership had contributed capital of $2,744,901 to the Venture.
The remaining funds needed to complete Phase I came from $3,950,000 taxable
industrial revenue bonds which the Venture received in 1989. The Venture
completed the financing of the Phase II project with an additional $3,200,000
taxable industrial revenue bond.
The total cost of Phase I and Phase II were approximately $4,425,000 and
$4,600,000, respectively.
The Joint Venture agreement provided that income and losses be allocated
95% to the Partnership and 5% to the Corporation. Net cash flow from the Joint
Venture was to be distributed to the Partnership and Corporation in accordance
with the terms of the Joint Venture Agreement.
In November 1997, the Partnership acquired the interest of Curtlaw
Corporation for $40,000. The Partnership now owns 100% of the Inducon East
property. The results of the property's operations for the year ended December
31, 1996 and the period from January 1, 1997 through October 31, 1997 were
allocated in accordance with the Joint Venture Agreement. The property began to
be consolidated in the Partnership's financial statements beginning November 1,
1997.
Inducon East Phase III Joint Venture (the "Phase III Venture") was
formed pursuant to an agreement dated September 8, 1992 between the Partnership
and Inducon Corporation (Inducon). The primary purpose of the Phase III Venture
was to acquire land and construct office/warehouse buildings as income-producing
property. The development consists of 4.2 acres of land and two buildings with
approximately 25,200 and 21,300 square feet, respectively.
The Partnership contributed $1,582,316 to the Phase III Venture. The
remaining funds needed to complete construction came from a $750,000
construction loan described in Note 6.
The Total cost of the Phase III venture was approximately $2,450,000.
The Joint Venture agreement provided that income and losses be allocated
95% to the Partnership and 5% to Inducon. Net cash flow from the Joint Venture
was to be distributed to the Partnership and Inducon in accordance with the
terms of the Joint Venture Agreement.
29
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-V
-------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
----------------------------------------------------
(Continued)
9. INVESTMENTS IN JOINT VENTURES (Con't.):
---------------------------------------
In November 1997, the Partnership acquired the interest of Inducon for
$40,000. The Partnership now owns 100% of the Phase III property. The results of
the property's operations for the year ended December 31, 1996 and the period
from January 1, 1997 through October 31, 1997 were allocated in accordance with
the Joint Venture Agreement. The property began to be consolidated in the
Partnership's financial statements beginning November 1, 1997.
10. LEASES:
-------
In connection with the commercial properties owned, the Partnership has
entered into lease agreements with terms of one to five years. Minimum future
rentals to be received for each of the next five years, under noncancelable
operating leases are as follows:
Year Amount
1999 $2,742,540
2000 1,911,882
2001 1,072,576
2002 484,599
2002 210,599
11. SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
-----------------------------------------------
1998 1997 1996
---- ---- ----
Cash paid for interest $ 1,978,880 $ 2,167,292 $ 2,162,802
=========== ============ ===========
12. RECLASSIFICATIONS:
------------------
Certain reclassifications have been made to 1996 and 1997 balances to
conform to the classifications used for 1998 balances.
30
SCHEDULE III
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-V
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
Initial Cost to Cost
Partnership Capitalized
------------------------------ Subsequent to
Property Description Encumbrances Land Buildings Acquisition
The Paddock Building
Nashville, TN $ 1,700,000 $ 261,000 $ 2,902,324 $ 287,872
Camelot Apartments
Louisville, KY 4,855,113 297,250 5,518,613 170,283
Commercial Park West
Durham, NC 5,400,000 800,000 5,191,538 1,020,335
Inducon East
Amherst, NY 6,205,000 177,709 - 9,269,382
Inducon East Phase III
Amherst, NY 1,875,000 141,400 - 2,487,655
------------- -------------- ------------- -------------
Total $ 20,035,113 $ 1,677,359 $ 13,612,475 $ 13,235,527
============= ============== ============= =============
Gross amounts at which Life on Which
Carried at Close of Period Depreciation
------------------------------------------ Statement
(1) (2) (1)(2) (3)(4) In Latest
Accumulated Date of Of Operations
Property Description Land Buildings Total Depreciation Construction Is Computed
-------------------- ---- --------- ----- ------------ ------------ -----------
The Paddock Building
Nashville, TN $ 261,000 $ 3,190,196 $ 3,451,196 $ 1,523,397 5/87 25 Years
Camelot Apartments
Louisville, KY 297,250 5,688,896 5,986,146 2,312,458 5/88 25 Years
Commercial Park West
Durham, NC 800,000 6,211,873 7,011,873 2,238,384 6/91 25 Years
Inducon East
Amherst, NY 935,869 8,511,222 9,447,091 3,336,824 4/87 25 Years
Inducon East Phase III
Amherst, NY 141,400 2,487,655 2,629,055 298,611 9/92 25 Years
-------------- --------------- ------------- -----------
Total $ 2,435,519 $ 26,089,842 $ 28,525,361 $ 9,709,674
============== =============== ============= ===========
31
SCHEDULE III
- ------------
(Continued)
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-V
-------------------------------------------------
REAL ESTATE AND ACCUMULATED DEPRECIATION
----------------------------------------
DECEMBER 31, 1998
-----------------
(1) Cost for Federal income tax purposes is $28,525,361.
(2) A reconciliation of the carrying amount of land and buildings for the years
ended December 31, 1998, 1997 and 1996 follows:
Partnership Properties
1998 1997 1996
--------------- -------------- ---------------
Balance at beginning of period $ 28,157,635 $ 31,713,804 $ 31,413,350
Additions 367,726 12,563,819 300,454
Dispositions -- (16,119,988) --
--------------- -------------- ---------------
Balance at end of period $ 28,525,361 $ 28,157,635 $ 31,713,804
=============== ============== ===============
(3) A reconciliation of accumulated depreciation for the years ended December
31, 1998, 1997 and 1996 follows:
Partnership Properties
1998 1997 1996
--------------- -------------- ---------------
Balance at beginning of period $ 8,497,690 $ 9,639,620 $ 8,257,160
Additions charged to cost and
expenses
during the period 1,211,984 1,094,232 1,382,460
Additions of joint ventures -- 3,078,424 --
Dispositions -- (5,314,586) --
--------------- -------------- ---------------
Balance at end of period (4) $ 9,709,674 $ 8,497,690 $ 9,639,620
============= ============= ==============
(4) Balance applies entirely to buildings and improvements.
32
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
REALMARK PROPERTY INVESTORS
LIMITED PARTNERSHIP - V
By: /s/ Joseph M. Jayson 05/18/99
------------------------------------ ---------------------------
JOSEPH M. JAYSON, Date
Individual General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: REALMARK PROPERTIES, INC.
Corporate General Partner
/s/ Joseph M. Jayson 05/18/99
--------------------------------- ---------------------------
JOSEPH M. JAYSON, Date
President and Director
/s/ Judith P. Jayson 05/18/99
--------------------------------- ---------------------------
JUDITH P. JAYSON, Date
Director
/s/ Michael J. Colmerauer 05/18/99
--------------------------------- ---------------------------
MICHAEL J. COLMERAUER Date
Secretary
33