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
For the Fiscal Year Ended December 31, 2002
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934.
Commission File Number 0-16561
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
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(Exact Name of Registrant as specified in its Charter)
Delaware 16-1275925
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(State of Formation) (IRS Employer Identification No.)
2350 North Forest Road
Suite 12-A
Getzville, New York 14068
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(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. (X)
DOCUMENTS INCORPORATED BY REFERENCE
See Item 15 for a list of all documents incorporated by reference
PART I
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ITEM 1: BUSINESS
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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.
At December 31, 2002, the Partnership, either directly or through limited
liability, wholly owned subsidiary companies, owned: a 65,000 square foot
office/warehouse building in Nashville, Tennessee (The Paddock); an 115,000
square foot office complex in Durham, North Carolina (Commercial Park West); and
an office/warehouse complex in Amherst, New York (Inducon East and Inducon East
Phase III), totaling 196,500 square feet. All of these properties are currently
being actively marketed for sale. On July 31, 2002, the Partnership sold Camelot
East Apartments to an unaffiliated entity.
It is anticipated that the Partnership will be entering into sales
contracts in the near future (one to six months) which will be subject to sales
conditions which are customary for sales contracts and there is no assurance
that the sales will be consummated.
The business of the Partnership is not seasonal and it competes on the
basis of rental rates and property operations with similar types of properties
in vicinities in which the Partnership's properties are located. The Partnership
has no real property investments located outside the United States. The
Partnership does not segregate revenue or assets by geographic region, since, in
management's view, such a presentation would not be significant to an
understanding of the Partnership's business or financial results taken as a
whole. As of December 31, 2002, 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, 2002 were employees of the
Corporate General Partner or its affiliates.
The occupancy for each complex as of December 31 was as follows:
2002 2001 2000
---- ---- ----
Camelot East Apartments -- 94% 92%
The Paddock Building 57% 67% 49%
Commercial Park West 68% 84% 100%
Inducon East 65% 78% 84%
Inducon East Phase III 96% 91% 100%
The percent of total Partnership revenue generated by each complex for
the last three years was as follows:
2002 2001 2000
---- ---- ----
Camelot East Apartments 19% 25% 25%
The Paddock Building 7% 6% 7%
Commercial Park West 35% 33% 32%
Inducon East 28% 28% 28%
Inducon East Phase III 11% 8% 8%
2
This annual report contains certain forward-looking statements
concerning the Partnership's current expectations as to future results. Words
such as "believes", "forecasts", "intends", "possible", "expects", "estimates",
"anticipates" or "plans" and similar expressions are intended to identify
forward-looking statements. Such statements may not ultimately turn out to be
accurate due to, among other things, economic or market conditions or the
failure of the Partnership to sell an investment which is under contract.
ITEM 2: PROPERTIES
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The following is a list of properties owned by the Partnership at
December 31, 2002:
Property Name
and Location General Character of Property Purchase Date
------------ ----------------------------- -------------
The Paddock Building Office/warehouse building; 65,334 square May 1987
Nashville, TN feet, securing a 7.7% mortgage with a balance
at December 31, 2002 of $1,597,442, maturing
in 2009.
Commercial Park West Office complex of 3 buildings totaling June 1991
Durham, NC 115,021 square feet, securing an 8.07% mortgage
with a balance at December 31, 2002 of
$5,849,460, maturing in 2029.
Inducon East Office/warehouse complex; 6 buildings on Partially acquired
Amherst, NY 15 acres; approximately 150,000 sq. ft of April 1987 as a
rentable space, securing a 7.74% mortgage Joint Venturer;
with a balance at December 31, 2002 fully acquired
of $5,832,772, maturing 2009. November 1997
Inducon East Phase III Two office/warehouse buildings totaling Partially acquired
Amherst, NY 46,500 sq. ft., securing a 7.74% mortgage September 1992 as
with a balance at December 31, 2002 of a Joint Venturer;
$1,762,522, maturing in 2009. fully acquired
November 1997
ITEM 3: LEGAL PROCEEDINGS
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As previously reported, the Partnership, as a nominal defendant, the
general partners of the Partnership and of affiliated public partnerships (the
"Realmark Partnerships") and the officers and directors of the Corporate General
Partner, as defendants, had been involved in a class action litigation at the
state court level regarding the payment of fees and other management issues.
On August 29, 2001, the parties entered into a Stipulation of
Settlement (the "Settlement"). On October 4, 2001, the Court issued an "Order
Preliminary Approving Settlement" (the "Hearing Order") and on November 29,
2001, the Court issued an "Order and Final Judgment Approving Settlement and
Awarding Fees and Expenses" and dismissing the complaints with prejudice. The
Settlement provided, among other things, that all of the Realmark Partnerships'
properties be disposed of. The general partners will continue to have primary
authority to dispose of the Partnerships' properties. If either (i) the general
partners have not sold or contracted to sell 50% of the Partnerships' properties
(by value) by April 2, 2002 or (ii) the general partners have not sold or
contracted to sell 100% of the Partnerships' properties by September 29, 2002,
then the primary authority to dispose of the Partnerships' properties will pass
to a sales agent designated by plaintiffs' counsel and approved by the Court. On
October 4, 2002, the Court appointed a sales agent to work with the general
partners to continue to sell the Partnership's remaining properties.
3
The settlement also provided for the payment by the Partnerships of
fees to the plaintiffs' attorneys. These payments, which are not calculable at
this time but may be significant, are payable out of the proceeds from the sale
of all of the properties owned by all of the Realmark Partnerships, following
the sale of the last of these properties in each partnership. Plaintiffs'
counsel will receive 15% of the amount by which the sales proceeds distributable
to limited partners in each partnership exceeds the value of the limited
partnership units in each partnership (based on the weighted average of the
units' trading prices on the secondary market as reported by Partnership
Spectrum for the period May through June 2001). In no event may the increase on
which the fees are calculated exceed 100% of the market value of the units as
calculated above.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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None.
PART II
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ITEM 5: MARKET FOR REGISTRANT'S UNITS OF LIMITED PARTNERSHIP INTEREST
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There is currently no active trading market for the units of limited
partnership interest of the Partnership and it is not anticipated that any will
develop in the future. Accordingly, information as to the market value of a unit
at any given date is not available. As of December 31, 2002, there were 2,019
record holders of units of limited partnership interest.
The Partnership is a limited partnership and, accordingly, does not pay
dividends. It does, however, make distributions of cash to its partners. The
partnership agreement provides for the distribution to the partners of net cash
flow from operations. In connection with the pending sale of the Partnership's
properties (Item 3), it is anticipated that there will be no future
distributions of net cash flow from operations. All future distributions of net
cash from sales proceeds will be distributed, to the extent available, 100% to
the limited partners until there has been a return of the limited partner's
capital contribution plus an amount sufficient to provide a 7%, not compounded,
return on their adjusted capital contributions for all years following the
termination of the offering of the units. It is anticipated that there will not
be sufficient cash flow from the sale of the Partnership's remaining properties
to provide this return to the limited partners.
The gain on the sale of the properties will be allocated in the same
proportions as distributions of distributable cash from sale proceeds
(anticipated to be 100% to the limited partners). In the event there is no
distributable cash from sale proceeds, taxable income will be allocated 87% to
the limited partners and 13% to the general partners. Any tax loss arising from
a sale will be allocated 97% to the limited partners and 3% to the general
partners. The above is subject to tax laws that were applicable at the time of
the formation of the Partnership and may be adjusted due to subsequent changes
in the Internal Revenue Code.
4
ITEM 6: SELECTED FINANCIAL DATA
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At or for the years ended December 31,
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2002 2001 2000 1999 1998
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Balance sheet data
Net rental property $ 14,428,327 17,634,501 17,398,050 18,012,850 18,816,863
Total assets 17,633,554 20,818,089 20,757,064 21,184,642 21,760,675
Mortgage loans payable 15,042,196 19,972,850 20,223,880 20,458,106 20,035,113
Partners' equity (deficit) 2,167,003 328,658 (70,996) 168,131 757,469
============================================================================
Operating data
Rental income 3,301,388 4,242,309 4,505,231 4,443,569 4,074,844
Other income 822,235 972,325 881,638 686,368 676,589
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Total revenue 4,123,623 5,214,634 5,386,869 5,129,937 4,751,433
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Property operating costs 1,866,451 2,204,230 2,108,079 2,095,210 1,753,725
Depreciation -- -- 1,045,409 1,167,970 1,212,114
Interest expense 1,431,869 1,643,099 1,663,018 1,742,422 2,222,855
Administrative expenses 863,779 967,651 809,490 713,673 820,582
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Total expenses 4,162,099 4,814,980 5,625,996 5,719,275 6,009,276
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Income (loss) before gain on
sale of property (38,476) 399,654 (239,127) (589,338) (1,257,843)
Gain on sale of property 2,726,821 -- -- -- --
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Net income (loss) $ 2,688,345 399,654 (239,127) (589,338) (1,257,843)
============================================================================
Cash flow data
Net cash provided (used) by:
Operating activities (387,969) 230,276 579,465 828,330 (577,144)
Investing activities 5,780,401 (279,477) (387,583) (299,721) (388,559)
Financing activities (5,780,654) (251,030) (234,226) 287,148 (2,706,458)
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Net increase (decrease) in cash
and equivalents $ (388,222) (300,231) (42,344) 815,757 (3,672,161)
============================================================================
Per limited partnership unit:
Net income (loss) $ 116.44 18.46 (11.04) (27.22) (58.09)
Distributions 40.47 -- -- -- 165.36
============================================================================
5
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS.
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Liquidity and Capital Resources:
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Effective January 1, 2001, the Partnership's five commercial properties
and an apartment complex (Camelot East), have actively been marketed for sale.
On July 31, 2002, the sale was consummated for cash of $6,500,000 and a $300,000
four-year promissory note from the purchaser, resulting in a net gain of
$2,726,821. These proceeds enabled the Partnership to make a distribution to the
limited partners in December 2002 in the amount of $850,000. Although cash flow,
net of the $850,000 distribution, decreased approximately $388,000 during the
year ended December 31, 2002, the Partnership continues to maintain a cash
position adequate to fund capital improvements and to make scheduled debt
payments. The Partnership made no distributions to partners in 2001 or 2000. In
accordance with the settlement of the lawsuit (Item 3), it is anticipated that
with the sale of the remaining properties, the Partnership may be in a position
to make distributions to the limited partners. These distributions will be
reduced by the amount of fees payable to the plaintiffs' legal counsel in
connection with the settlement agreement (Item 3), any outstanding liabilities
and any mortgage prepayment penalties incurred with regard to the sale of the
Partnership's properties.
Limited partners should be aware that it is possible that they will
receive an allocation of income from gain on sale of properties on which they
will be required to pay income taxes and there is no assurance that
distributions from the sale of the properties will be sufficient to satisfy
these obligations.
Except as described above and in the consolidated financial statements,
the general partner is not aware of any trends or events, commitments or
uncertainties that may impact liquidity in a material way.
Results of Operations:
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The results of operations of the Partnership, excluding Camelot East
(the "Sold Asset"), for the year ended December 31, 2002 produced a net loss of
$47,633. Excluding the Sold Asset, the results of operations were net income of
$534,393 in 2001 and net income, excluding depreciation, of $950,821 in 2000.
Inflation has been consistently low during the periods presented in the
consolidated financial statements and, as a results, has not had a significant
effect on the operations of the Partnership or its properties.
2002 as compared to 2001
- ------------------------
Rental income excluding the Sold Asset, decreased 15% for the year
ended December 31, 2002 as compared to 2001, primarily due to increased
vacancies at both Inducon East and Commercial Park West. The properties
experienced a decrease in rental income of approximately $307,000 and $134,000
respectively. A tenant of Inducon East who had occupied 14% of the building
moved out in January 2002. Occupancy at Commercial Park West declined by 16%
during 2002.
Other income, excluding the Sold Asset, which consists primarily of
common area maintenance charges, decreased by approximately $112,000. Total
expenses, excluding the Sold Asset and depreciation, increased approximately
$12,000 for the year ended December 31, 2002. Property operations, excluding the
Sold Asset, increased approximately $90,000 due primarily to an increase in gas
and electric expense of approximately $19,000 at Commercial Park West and an
increase in maintenance and repair work at the various properties in the
6
Partnership. An increase in insurance costs for the Partnership was offset by a
decrease of $24,000 in real estate taxes at the Inducon East due to a decrease
in its tax assessment. Administrative expense to affiliates, excluding the Sold
Asset, decreased approximately 17% due to decreased management fees paid as a
result of the decrease in net income. Interest expense, excluding the Sold
Asset, remained consistent from 2002 to 2001 with a decrease of approximately
$26,000 due to a larger portion of each mortgage payment being applied towards
principal due to amortization of the mortgages.
2001 as compared to 2000
- ------------------------
Rental income decreased 6% for the year ended December 31, 2001 as
compared to 2000. Rental income decreased due to increased vacancies at both
Commercial Park West and Inducon East, with the largest decrease of
approximately $93,000 occurring at Commercial Park West, where occupancy
decreased from 100% at December 31, 2000 to 84% at December 31, 2001. This
decrease was caused by a tenant who had occupied 15% of the buildings moving out
in August of 2001. Other income, which consists primarily of common area
maintenance charges, increased by 10% in 2001 due to an increase in the common
area maintenance charges, security deposit forfeitures and cleaning/damage fees
of approximately $117,000, $15,000 and $14,000, respectively, offset by a
decrease in early lease termination fees of $58,000.
Total expenses, excluding depreciation, increased approximately 5% for
the year ended December 31, 2001. Property operations increased approximately
$96,000 due primarily to an increase in gas and electric expense of
approximately $58,000 at Camelot East, an increase in maintenance and repair
work of approximately $23,000 at The Paddock, an increase in real estate taxes
for The Paddock of approximately $12,000 due to an increase in its tax
assessment, and an increase in snow removal costs of approximately $13,000 at
Inducon East and Inducon East Phase III. Other administrative expense decreased
approximately 22% due to decreased legal fees and a decrease in management fees
paid to an unaffiliated management agent as Commercial Park West was managed by
an affiliated party during 2001. Administrative expense to affiliated parties
increased 51% because of an allocation revision and Commercial Park West's
management fee now being paid to the affiliated party. Interest expense remained
consistent from 2001 to 2000 with a decrease of approximately $20,000 due to a
larger portion of each mortgage payment being applied towards principal due to
amortization of the mortgages.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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The Partnership invests only in short term money market instruments, in
amounts in excess of daily working cash requirements. The rates of earnings on
those investments increase or decrease in line with the general movement of
interest rates. The mortgage loans on the Partnership's properties are fixed
rate and therefore, are not subject to market risk.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Listed under Item 15 of this report.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- ---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None.
7
PART III
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ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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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 December 31, 2002, are listed below. Each
director is subject to election on an annual basis.
Title of All Positions Held with
Name the Corporate General Partner Year First Elected to Position
- ---- ----------------------------- ------------------------------
Joseph M. Jayson Chairman of the Board, President 1979
and Treasurer
Judith P. Jayson Vice President and Director 1979
Joseph M. Jayson and Judith P. Jayson 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:
Joseph M. Jayson, age 64, is Chairman, Director and sole stockholder of
J. M. Jayson and 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 Chairman of Realmark
Corporation, Chairman, President and Treasurer of Realmark Properties, Inc.,
wholly-owned subsidiaries of J. M. Jayson and 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 in the real estate business for the last 40 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 40 years been engaged in various aspects
of real estate brokerage and investment. He brokered residential properties from
1962 to 1964, commercial 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 with forming over 30 real estate related limited partnerships. For
the past 21 years, Mr. Jayson and an affiliate have also engaged in
developmental drilling for gas and oil.
Judith P. Jayson, age 62, is currently Vice President and a 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 31 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.
ITEM 11: EXECUTIVE COMPENSATION
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No direct remuneration was paid or payable by the Partnership to
directors and officers (since it has no directors or officers), nor was any
8
direct remuneration paid or payable by the Partnership to directors or officers
of Realmark Properties, Inc., the Corporate General Partner and sponsor, for the
year ended December 31, 2002. The Corporate General Partner and its affiliate,
Realmark Corporation, are entitled to fees and to certain expense reimbursements
with respect to Partnership operations, as set forth in item 13 hereof and in
the notes to the consolidated financial statements.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------- --------------------------------------------------------------
No person is known to the Partnership to own of record or beneficially,
more than 5% of the units of limited partnership interests of the Partnership,
except for affiliates of the general partners that own 1,642.3 units of limited
partnership interest amounting to approximately 7.8% of the Partnership interest
at December 31, 2002. The general partners and the executive officers of the
Corporate General Partner, as of December 31, 2002, owned 17 units of limited
partnership interest. The general partners and affiliates will receive their
proportionate share, as limited partners, of any distributable proceeds from the
sale of the properties.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------
The properties of the Partnership's subsidiaries are managed by
Realmark Corporation, an affiliate of the Partnership's corporate general
partner, for a fee of generally 5% of annual net rental income of the
properties. Realmark Corporation and the Corporate General Partner are also
reimbursed for disbursements made on behalf of the Partnership. Those
transactions are further described, and quantified, in the note to the
consolidated financial statements entitled "Related Party Transactions".
ITEM 14: CONTROLS AND PROCEDURES
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Within the 90 days prior to the filing date of this report, the
Partnership carried out an evaluation, under the supervision and with the
participation of the Partnership's management, including Joseph M. Jayson (the
Partnership's Individual General Partner and Principal Financial Officer), of
the effectiveness of the design and operation of the Partnership's disclosure
controls and procedures. Based upon that evaluation, the Principal Financial
Officer concluded that the Partnership's disclosure controls and procedures are
effective. There have been no significant changes in the Partnership's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of the evaluation.
9
PART IV
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ITEM 15: EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ------------------------------------------------------------------
(a) Consolidated Financial Statements Page
--------------------------------- ----
Independent Auditor's Report F-1
Consolidated Balance Sheets as of December 31, 2002 and 2001 F-2
Consolidated Statements of Operations for the years ended
December 31, 2002, 2001 and 2000 F-3
Consolidated Statements of Partners' Equity for the years
ended December 31, 2002, 2001 and 2000 F-4
Consolidated Statements of Cash Flows for the years ended
December 31, 2002, 2001 and 2000 F-5
Notes to Consolidated Financial Statements F-6
FINANCIAL STATEMENT SCHEDULE
----------------------------
(i) Schedule III - Real Estate and Accumulated Depreciation F-15
All other schedules are omitted because they are not applicable or the
required information is shown in the consolidated financial statements
or the notes thereto.
(b) Reports on Form 8-K
-------------------
None
(c) Exhibits
--------
2. Plan of acquisition, reorganization, arrangement, liquidation, or
succession
(a) Stipulation of Settlement Agreement dated August 29, 2001 is
incorporated herein by reference.
(b) Order and Final Judgment Approving Settlement and Awarding Fees
and Expenses dated November 29, 2001 is incorporated herein by
reference.
4. Instruments defining the rights of security holder, including
indentures
(a) First Amended and Restated Agreement and Certificate of Limited
Partnership filed with the Registration Statement of the
Registrant Form S-11, filed February 28, 1986, and subsequently
amended, is 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, is incorporated herein by reference.
(b) Property sales agreement with an unrelated third-party included
with the Partnership's report on Form 8-K on August 14, 2002 is
incorporated herein by reference.
99. Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is
filed herewith.
10
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 March 31, 2003
------------------------------------------ --------------
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 March 31, 2003
------------------------------------------ --------------
JOSEPH M. JAYSON, Date
President, Treasurer and Director
/s/ Judith P. Jayson March 31, 2003
------------------------------------------ --------------
JUDITH P. JAYSON, Date
Vice President and Director
11
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph M Jayson, Individual General Partner and Principal Financial Officer
of Realmark Property Investors Limited Partnership - V, hereby certify that:
1. I have reviewed this annual report on Form 10-K of Realmark Property
Investors Limited Partnership - V;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
in order to make the statements made, in light of circumstances under
which such statements were made, not misleading with respect to the
period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Partnership as of, and for, the periods presented in
this annual report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the Partnership and I have:
a. Designed such disclosure controls and procedures to ensure the
material information relating to the Partnership, including its
consolidated subsidiary, is made known to me by others within those
entities, particularly during the period in which this annual report
is being prepared;
b. Evaluated the effectiveness of the Partnership's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c. Presented in this annual report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
Partnership's auditors and the audit committee of the board of
directors (or persons performing the equivalent function):
a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the Partnership's ability to
record, process, summarize and report financial data and have
weaknesses in internal controls; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the Partnership's
internal controls; and
6. I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
March 31, 2003 /s/ Joseph M. Jayson
- -------------- --------------------
Date Joseph M. Jayson
Individual General Partner and
Principal Financial Officer
12
INDEPENDENT AUDITOR'S REPORT
----------------------------
The Partners
Realmark Property Investors Limited
Partnership - V:
We have audited the accompanying consolidated balance sheets of Realmark
Property Investors Limited Partnership - V and Subsidiaries as of December 31,
2002 and 2001, and the related consolidated statements of operations, partners'
equity, and cash flows for each of the three years in the period ended December
31, 2002. Our audits also included the financial statement schedule listed in
the index at Item 15. These consolidated financial statements and the financial
statement schedule are the responsibility of the general partners. Our
responsibility is to express an opinion on the consolidated financial statements
and the financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Realmark Property
Investors Limited Partnership - V and Subsidiaries as of December 31, 2002 and
2001, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, the financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
As discussed in note 9 to the consolidated financial statements, the Partnership
settled a class and derivative lawsuit in which it was involved. As a result of
this settlement, the Partnership is currently in the process of winding up its
operations and disposing of its investments. It is anticipated that this process
will take place within the next twelve months.
TOSKI, SCHAEFER & CO., P.C.
Williamsville, New York
March 25, 2003
F-1
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2002 and 2001
Assets 2002 2001
------ ---- ----
Property and equipment, at cost, all held for sale:
Land and improvements $ 2,478,003 2,775,253
Buildings and improvements 21,014,696 26,698,923
Furniture and equipment 15,362 531,773
------------ ------------
23,508,061 30,005,949
Less accumulated depreciation 9,079,734 12,371,448
------------ ------------
Net property and equipment 14,428,327 17,634,501
Cash and equivalents 273,847 662,069
Accounts receivable, less allowance for doubtful accounts
of $104,936 in 2002 and $78,566 in 2001 107,915 26,627
Receivables from affiliated parties 33,177 --
Note receivable 300,000 --
Escrow deposits 1,504,548 1,209,767
Deferred mortgage costs, less accumulated amortization
of $200,108 in 2002 and $204,575 in 2001 370,445 677,690
Investment in land 417,473 417,473
Other assets 197,822 189,962
------------ ------------
Total assets $ 17,633,554 20,818,089
============ ============
Liabilities and Partners' Equity
--------------------------------
Liabilities:
Mortgage loans payable 15,042,196 19,972,850
Accounts payable and accrued expenses 143,772 167,957
Payable to affiliated parties -- 6,737
Accrued interest payable 89,639 120,912
Security deposits and prepaid rents 190,944 220,975
------------ ------------
Total liabilities 15,466,551 20,489,431
------------ ------------
Partners' equity (deficit):
General partners (159,244) (402,077)
Limited partners 2,326,247 730,735
------------ ------------
Total partners' equity 2,167,003 328,658
------------ ------------
Total liabilities and partners' equity $ 17,633,554 20,818,089
============ ============
See accompanying notes to consolidated financial statements.
F-2
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Consolidated Statements of Operations
Years Ended December 31, 2002, 2001 and 2000
2002 2001 2000
---- ---- ----
Income:
Rental $ 3,301,388 4,242,309 4,505,231
Interest and other 822,235 972,325 881,638
----------- ----------- -----------
Total income 4,123,623 5,214,634 5,386,869
----------- ----------- -----------
Expenses:
Property operations 1,866,451 2,204,230 2,108,079
Interest 1,431,869 1,643,099 1,663,018
Depreciation -- -- 1,045,409
Administrative:
Affiliated parties 565,354 696,851 462,594
Other 298,425 270,800 346,896
----------- ----------- -----------
Total expenses 4,162,099 4,814,980 5,625,996
----------- ----------- -----------
Income (loss) before gain on sale of property (38,476) 399,654 (239,127)
Gain on sale of property 2,726,821 -- --
----------- ----------- -----------
Net income (loss) $ 2,688,345 399,654 (239,127)
=========== =========== ===========
Net income (loss) per limited partnership unit $ 116.44 18.46 (11.04)
=========== =========== ===========
Distributions per limited partnership unit $ 40.47 -- --
=========== =========== ===========
Weighted average number of limited partnership
units outstanding 21,002.8 21,002.8 21,002.8
=========== =========== ===========
See accompanying notes to consolidated financial statements.
F-3
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Consolidated Statements of Partners' Equity
Years Ended December 31, 2002, 2001 and 2000
General Limited Partners
Partners Units Amount
-------- ----- ------
Balances at December 31, 1999 $ (406,893) 21,002.8 575,024
Net loss (7,174) -- (231,953)
---------- ---------- ----------
Balances at December 31, 2000 (414,067) 21,002.8 343,071
Net income 11,990 -- 387,664
---------- ---------- ----------
Balances at December 31, 2001 (402,077) 21,002.8 730,735
Net income 242,833 -- 2,445,512
Distributions to partners -- -- (850,000)
---------- ---------- ----------
Balances at December 31, 2002 $ (159,244) 21,002.8 2,326,247
========== ========== ==========
See accompanying notes to consolidated financial statements.
F-4
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2002, 2001 and 2000
2002 2001 2000
---- ---- ----
Cash flows from operating activities:
Net income (loss) $ 2,688,345 399,654 (239,127)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 97,104 119,011 1,167,787
Gain on sale of property (2,726,821) -- --
Changes in:
Accounts receivable (81,288) 25,766 (44,511)
Receivables from affiliated parties (33,177) 26,366 (26,366)
Escrow deposits (294,781) (252,208) (243,982)
Other assets (46,320) (43,740) (37,085)
Accounts payable and accrued expenses 6,771 (36,983) 50,894
Payable to affiliated parties (6,737) 6,737 (107,861)
Accrued interest payable (31,273) (2,055) 11,167
Security deposits and prepaid rents 40,208 (12,272) 48,549
----------- ----------- -----------
Net cash provided by (used in)
operating activities (387,969) 230,276 579,465
----------- ----------- -----------
Cash flows from investing activities:
Proceeds from sale of property 5,867,316 -- --
Additions to property and equipment (86,915) (279,477) (387,583)
----------- ----------- -----------
Net cash provided by (used in)
investing activities 5,780,401 (279,477) (387,583)
----------- ----------- -----------
Cash flows from financing activities:
Principal payments on mortgage loans (4,930,654) (251,030) (234,226)
Distributions to partners (850,000) -- --
----------- ----------- -----------
Net cash used in financing
activities (5,780,654) (251,030) (234,226)
----------- ----------- -----------
Net decrease in cash and equivalents (388,222) (300,231) (42,344)
Cash and equivalents at beginning of year 662,069 962,300 1,004,644
----------- ----------- -----------
Cash and equivalents at end of year $ 273,847 662,069 962,300
=========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 1,403,593 1,570,892 1,592,044
=========== =========== ===========
Property and equipment financed by
accounts payable $ 3,067 -- 43,026
=========== =========== ===========
Note receivable issued for sale of property $ 300,000 -- --
=========== =========== ===========
See accompanying notes to consolidated financial statements.
F-5
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
(1) Formation and Operation of Partnership
- -------------------------------------------
Realmark Property Investors Limited Partnership - V (the Partnership) is a
Delaware limited partnership formed on February 28, 1986, to invest in
a diversified portfolio of income-producing real estate investments.
In 1986 and 1987, the Partnership sold, through a public offering,
21,002.8 units of limited partnership interest for $20,999,800. The
general partners are Realmark Properties, Inc. (the Corporate General
Partner) and Joseph M. Jayson (the Individual General Partner) who 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 (note 7).
(2) Summary of Significant Accounting Policies
- -----------------------------------------------
(a) Basis of Accounting and Consolidation
-----------------------------------------
The accompanying consolidated financial statements have been prepared
on the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America and
include the accounts of the Partnership and its two subsidiaries
that are wholly-owned:
(1) Realmark Camelot, LLC that owns Camelot East Apartments, a 205
unit apartment complex located in Louisville, Kentucky,
acquired in 1988 for $6,328,363 and sold in 2002.
(2) Realmark Commercial, LLC that owns Commercial Park West, a
115,021 square foot office complex located in Durham, North
Carolina, acquired in 1991 for $5,773,633.
In addition, the Partnership owns four commercial properties as
follows:
* The Paddock Building
* Inducon East - Phase I
* Inducon East - Phase II
* Inducon East - Phase III
In consolidation, all intercompany accounts and transactions have been
eliminated.
(b) Estimates
-------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those
estimates.
F-6
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(2) Summary of Significant Accounting Policies, Continued
- ----------------------------------------------------------
(c) Property and Equipment
--------------------------
Property and equipment are recorded at cost. Depreciation is provided
using the straight-line method over the estimated useful lives of
the assets, from 5 to 25 years. Significant improvements are
capitalized, while expenditures for maintenance, repairs and
replacements are charged to expense as incurred. Upon disposal of
depreciable property, the appropriate property accounts are
reduced by the related costs and accumulated depreciation and
gains and losses are reflected in the consolidated statements of
operations.
The Partnership reviews long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying
amount of the assets may not be recoverable. In determining
whether there is an impairment of long-lived assets, the
Partnership compares the sum of the expected future net cash flows
(undiscounted and without interest charges) to the carrying amount
of the assets. At December 31, 2002, no impairment in value has
been recognized.
The Partnerships' policy is to consider a property to be held for sale
or disposition when the Partnership has committed to a plan to
sell or dispose of such property and active marketing activity has
commenced or is expected to commence in the near term or the
Partnership has concluded that it may dispose of the property by
no longer funding operating deficits or debt service requirements
of the property thus allowing the lender to realize upon its
security. Any properties identified as "held for sale or
disposition" are no longer depreciated. All the properties were
held for sale in 2002 and 2001.
(d) Cash and Equivalents
------------------------
Cash and equivalents include money market accounts and any highly
liquid debt instruments purchased with a maturity of three months
or less.
(e) Deferred Mortgage Costs
---------------------------
Costs incurred in obtaining mortgage financing are deferred and
amortized using the straight-line method over the life of the
respective mortgage.
(f) Rental Income
-----------------
Rental income is recognized as earned according to the terms of the
leases. Leases for residential properties are generally for
periods of one year or less, payable monthly. Commercial leases
are generally for periods of one to five years. Delinquent
residential property rent is not recorded.
F-7
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(2) Summary of Significant Accounting Policies, Continued
- ----------------------------------------------------------
(g) Per Unit Data
-----------------
Per limited partnership unit data is based on the weighted average
number of limited partnership units outstanding for the year.
(h) Fair Value of Financial Instruments
---------------------------------------
The fair value of the Partnership's financial instruments approximated
their carrying values at December 31, 2002.
(i) Income Allocation and Distributable Cash Flow
-------------------------------------------------
The partnership agreement provides that income not arising from sale
and refinancing activities and all partnership losses are to be
allocated 97% to the limited partners and 3% to the general
partners. Partnership income arising from sale or refinancing
activities is allocated in the same proportion as distributions of
distributable cash from sale proceeds. In the event there is no
distributable cash from sale proceeds, taxable income will be
allocated 87% to the limited partners and 13% to the general
partners. The above is subject to tax laws that were applicable at
the time of the formation of the Partnership and may be adjusted
due to subsequent changes in the Internal Revenue Code.
The partnership agreement also provides for the distribution to the
partners of net cash flow from operations. In connection with the
pending sale of the Partnership's properties (note 9), it is
anticipated that there will be no future distributions of net cash
flow from operations. Sale or refinancing proceeds are distributed
to the extent available, 100% to the limited partners until there
has been a return of the limited partners capital contribution
plus an amount sufficient to provide a 7%, not compounded, return
on their adjusted capital contributions for all years following
the termination of the offering of the units. It is anticipated
that there will not be sufficient cash flow from the sale of the
Partnership's remaining properties to provide this return to the
limited partners.
(j) Income Taxes
----------------
No income taxes are included in the consolidated financial statements
since the taxable income or loss of the Partnership is reportable
by the partners on their income tax returns. At December 31, 2002,
net assets for financial reporting purposes were $1,473,544 less
than the tax bases of the net assets.
(k) Segment Information
-----------------------
The Partnership's operating segments all involve the ownership and
operation of income-producing real property, and are aggregated
into one reporting segment.
F-8
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(2) Summary of Significant Accounting Policies, Continued
- ----------------------------------------------------------
(l) Recent Pronouncements
-------------------------
In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 143,
"Accounting for Asset Retirement Obligations." Under SFAS No. 143,
the fair value of a liability for an asset retirement obligation
must be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying
amount of the related long-lived asset. SFAS No. 143 is effective
for fiscal years beginning after June 15, 2002.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, 64, Amendment of FASB Statement No. 13, and
Technical Corrections." SFAS No. 145 eliminates extraordinary
accounting treatment for reporting a gain or loss on debt
extinguishments and amends other existing authoritative
pronouncements to make various technical corrections, clarify
meanings, and describe applicability under changed conditions.
Debt extinguishments reported as extraordinary items prior to
scheduled adoption of SFAS No. 145 would be reclassified in most
cases following adoption. SFAS No. 145 is effective for fiscal
years beginning after May 15, 2002.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146
requires the recording of costs associated with exit or disposal
activities at their fair values when a liability has been
incurred. Under previous guidance, certain exit costs were accrued
upon management's commitment to an exit plan, which is generally
before an actual liability has been incurred. SFAS No. 146 is
effective for fiscal years beginning after December 31, 2002.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure - an
Amendment of SFAS No. 123." SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative
methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee compensation.
In addition, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method
used on reported results.
The Partnership does not believe that these pronouncements will have a
material impact on its financial position, cash flows, or results
of operations.
(3) Investments in Real Estate
- -------------------------------
On January 1, 2002, the Partnership adopted SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets." SFAS No. 144
F-9
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(3) Investments in Real Estate, Continued
- ------------------------------------------
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 144
establishes the accounting and reporting standards for the impairment
or disposal of long-lived assets by requiring those assets to be
measured at the lower of depreciated cost or fair value less selling
costs, whether reported in continuing operations or in discontinued
operations. This standard does not change the fundamental provisions of
SFAS No. 121; however, it resolves various implementation issues of
SFAS No. 121. The adoption of this standard did not have a material
effect on the Partnership's consolidated financial position or results
of operations for the year ended December 31, 2002.
On July 31, 2002, the Partnership sold Camelot East Apartments to an
unaffiliated entity for cash of $6,200,000 and a $300,000 note from the
purchaser (note 4), and recognized a related gain on the sale amounting
to $2,726,821.
All of the properties were classified as property held for sale prior to
the adoption of SFAS No. 144 and continue to be actively marketed for
sale. Accordingly their results of operations have been recorded in
continuing operations.
The carrying value of the assets as of December 31, 2002, and the
properties net income or loss and depreciation expense not recorded for
the year ended December 31, 2002 is as follows:
Depreciation
expense
Carrying value Net income not
Property of assets (loss) recorded
-------- --------- ------ --------
The Paddock Building $ 1,723,130 (19,667) 140,000
Commercial Park West 4,895,500 367,746 256,000
Inducon East 5,543,281 7,371 360,000
Inducon East Phase III 2,266,415 70,423 72,000
============ ======== ========
F-10
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(4) Note Receivable
- -------------------
In connection with the sale of Camelot East Apartments on July 31, 2002,
the Partnership received a note from the purchaser amounting to
$300,000. The note bears interest at the rate of 6% annually through
May 11, 2006, when all principal and accrued interest shall be due and
payable.
(5) Mortgage Loans Payable
- ---------------------------
Mortgage loans payable are as follows:
Total Balance
Interest monthly December 31,
Property collateral rate Maturity payment 2002 2001
------------------- ---- -------- ------- ---- ----
The Paddock Building 7.70% 2009 $ 12,785 $ 1,597,442 1,626,625
Camelot East Apartments 7.40% -- 33,927 -- 4,712,509
Commercial Park West 8.07% 2029 44,319 5,849,460 5,900,420
Inducon East 7.74% 2009 46,827 5,832,772 5,938,750
Inducon East Phase III 7.74% 2009 14,150 1,762,522 1,794,546
======== ----------- ----------
$15,042,196 19,972,850
=========== ==========
F-11
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(5) Mortgage Loans Payable, Continued
- --------------------------------------
The aggregate maturities of the mortgages for each of the five years
following 2002 and thereafter, assuming principal payments are not
accelerated, are as follows:
2003 $ 233,151
2004 254,821
2005 275,530
2006 297,922
2007 322,136
Thereafter 13,658,636
------------
$ 15,042,196
============
(6) Investment in Land
- -----------------------
The Partnership owns approximately 96 acres of vacant land in Amherst, New
York carried at its cost of $417,473, which approximates its fair
value.
(7) Related Party Transactions
- -------------------------------
The Corporate General Partner and its affiliates earn fees, principally for
property and partnership management and are reimbursed for services
rendered to the Partnership, as provided for in the partnership
agreement. A summary of those items follows:
2002 2001 2000
---- ---- ----
Property management fees based on a percent-
age (generally 3-6%) of rental income $ 227,942 343,512 231,737
Reimbursement for costs of services to the
Partnership that include investor relations,
marketing of properties, professional fees,
communications, supplies, accounting,
printing, postage and other items 337,412 353,339 230,857
---------- ------- -------
$ 565,354 696,851 462,594
========== ======= =======
In addition to the above, other property specific expenses such as
payroll, benefits, etc. are charged to property operations on the
Partnership's consolidated statements of operations. Receivables from
and payables to affiliated parties are payable on demand and bear
interest at 11%.
Loan placement fees are paid or accrued to an affiliate of the general
partners. The fee is calculated at 1% of the mortgage loan amounts. No
such fees were paid during the years ended December 31, 2002, 2001, and
2000.
F-12
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(7) Related Party Transactions, Continued
- ------------------------------------------
Property Disposition Fees
-------------------------
According to the terms of the partnership agreement, the general partners
are also allowed to collect a property disposition fee upon the 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 capital
contributions. Since these conditions described above have not been
met, no disposition fees have been paid or accrued on properties sold
in prior years.
Distributions
-------------
J. M. Jayson and Company, Inc. is an affiliated company in which the
Individual General Partner is the Chairman, Director, and sole
stockholder. J. M. Jayson and Company, Inc. owned 1,642.3 units of
limited partnership interest and received its proportionate share of
distributable proceeds amounting to $66,465 in December 2002 from the
sale of Camelot East Apartments.
(8) Leases
- -----------
In connection with its commercial properties, 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:
2003 $ 1,650,480
2004 1,037,675
2005 837,937
2006 382,302
2007 162,866
===========
F-13
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(9) Settlement of Lawsuit
- --------------------------
As previously reported, the Partnership, as a nominal defendant, the
general partners of the Partnership and of affiliated public
partnerships (the "Realmark Partnerships") and the officers and
directors of the Corporate General Partner, as defendants, had been
involved in a class action litigation at the state court level
regarding the payment of fees and other management issues.
On August 29, 2001, the parties entered into a Stipulation of Settlement
(the "Settlement"). On October 4, 2001, the Court issued an "Order
Preliminary Approving Settlement" (the "Hearing Order") and on November
29, 2001, the Court issued an "Order and Final Judgment Approving
Settlement and Awarding Fees and Expenses" and dismissing the
complaints with prejudice. The Settlement provided, among other things,
that all of the Realmark Partnerships' properties be disposed of. The
general partners will continue to have primary authority to dispose of
the Partnerships' properties. If either (i) the general partners have
not sold or contracted to sell 50% of the Partnerships' properties (by
value) by April 2, 2002 or (ii) the general partners have not sold or
contracted to sell 100% of the Partnerships' properties by September
29, 2002, then the primary authority to dispose of the Partnerships'
properties will pass to a sales agent designated by plaintiffs' counsel
and approved by the Court. On October 4, 2002, the Court appointed a
sales agent to work with the general partners to continue to sell the
Partnerships' remaining properties.
The settlement also provided for the payment by the Partnerships of fees
to the plaintiffs' attorneys. These payments, which are not calculable
at this time but may be significant, are payable out of the proceeds
from the sale of all of the properties owned by all of the Realmark
Partnerships, following the sale of the last of these properties in
each partnership. Plaintiffs' counsel will receive 15% of the amount
by which the sales proceeds distributable to limited partners in each
partnership exceeds the value of the limited partnership units in each
partnership (based on the weighted average of the units' trading
prices on the secondary market as reported by Partnership Spectrum for
the period May through June 2001). In no event may the increase on
which the fees are calculated exceed 100% of the market value of the
units as calculated above.
F-14
Schedule III
------------
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Real Estate and Accumulated Depreciation
December 31, 2002
Initial Cost to Gross amounts at which
Partnership Carried at Close of period
-------------------------- Cost --------------------------
Buildings capitalized Buildings
Property Land and and subsequent to Land and and Accumulated
Description Encumbrances improvements improvements acquisition improvements improvements Total depreciation
- ----------- ------------ ------------ ------------ ----------- ------------ ------------ ----- ------------
The Paddock Building
Nashville, TN $ 1,597,442 261,000 2,902,324 375,395 276,302 3,262,417 3,538,719 1,815,589
Commercial Park West
Durham, NC 5,849,460 800,000 5,191,538 1,673,623 1,104,843 6,560,318 7,665,161 2,769,662
Inducon East
Amherst, NY 5,832,772 177,709 -- 9,415,439 955,458 8,637,690 9,593,148 4,059,084
Inducon East Phase III
Amherst, NY 1,762,522 141,400 -- 2,554,271 141,400 2,554,271 2,695,671 433,864
----------- --------- --------- ---------- --------- ---------- ---------- ---------
Total $15,042,196 1,380,109 8,093,862 14,018,728 2,478,003 21,014,696 23,492,699 9,078,199
=========== ========= ========= ========== ========= ========== ========== =========
(RESTUBBED TABLE)
Life
on which
depreciation
in latest
Date statement of
of Date operations
construction acquired is computed
------------ -------- -----------
The Paddock Building
Nashville, TN 1987 5/87 -- *
Commercial Park West
Durham, NC 1991 6/91 -- *
Inducon East
Amherst, NY 1987 4/87 -- *
Inducon East Phase III
Amherst, NY 1992 9/92 -- *
==== ==== =====
*In accordance with Statement of Financial Accounting Standards No. 144, no
depreciation was recorded during the disposal period, January 1, 2002 through
December 31, 2002.
F-15
Schedule III, Cont.
-------------------
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Real Estate and Accumulated Depreciation
December 31, 2002, 2001 and 2000
(1) Cost for Federal income tax purposes is $23,492,699.
(2) A reconciliation of the carrying amount of land and buildings for the
years ended December 31, 2002, 2001 and 2000 follows:
2002 2001 2000
---- ---- ----
Balance at beginning of year $ 29,474,176 29,237,725 28,822,478
Additions 77,889 236,451 415,247
Dispositions (5) (6,059,366) -- --
------------- ----------- -----------
Balance at end of year $ 23,492,699 29,474,176 29,237,725
============= =========== ===========
(3) A reconciliation of accumulated depreciation for the
years ended December 31, 2002, 2001 and 2000 is as follows:
2002 2001 2000
---- ---- ----
Balance at beginning of year $ 11,855,718 11,855,718 10,812,627
Depreciation expense -- -- 1,043,091
Dispositions (5) (2,777,519) -- --
------------- ----------- -----------
Balance at end of year (4) $ 9,078,199 11,855,718 11,855,718
============= =========== ===========
(4) Balance applies entirely to buildings and improvements.
(5) Sale of Camelot East Apartments in 2002.
F-16