FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2003
Commission File Number: 0-13331
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 16-1234990
---------------------- ---------------------------------
(State of organization) (IRS Employer Identification No.)
2350 North Forest Road, Suite 12A, Getzville, New York 14068
- ------------------------------------------------------------
(Address of principal executive offices)
(716) 636-0280
- --------------
(Registrant's telephone number)
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 [ ]
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
Condensed Consolidated Balance Sheets
-------------------------------------
(Unaudited)
September 30, December 31,
2003 2002
--------------------- ---------------------
Assets
- --------------------------------------------------
Cost of property and equipment, all held for sale $ 6,584,597 6,549,021
Less accumulated depreciation 3,079,337 3,079,337
--------------------- ---------------------
3,505,260 3,469,684
Cash and equivalents -- 143,011
Escrow deposits 152,291 169,892
Other assets 93,088 109,086
--------------------- ---------------------
Total assets $ 3,750,639 3,891,673
===================== =====================
Liabilities and Partners' Equity
- --------------------------------------------------
Mortgage loan payable 1,712,288 1,736,328
Accounts payable and accrued expenses 166,251 81,772
Other liabilities 45,866 59,975
Partners' equity 1,826,234 2,013,598
--------------------- ---------------------
Total liabilities and partners' equity $ 3,750,639 3,891,673
===================== =====================
Condensed Consolidated Statements of Operations
-----------------------------------------------
(Unaudited)
Three months ended Sept. 30, Nine months ended Sept. 30,
--------------------------------- ----------------------------------
2003 2002 2003 2002
---------------- ---------------- ---------------- -----------------
Rental income $ 153,170 144,673 448,306 419,136
Other income 42,849 42,840 140,600 135,161
---------------- ---------------- ---------------- -----------------
Total income 196,019 187,513 588,906 554,297
---------------- ---------------- ---------------- -----------------
Property operating costs 146,682 190,668 467,093 498,347
Administrative expense - affiliates 31,583 34,192 96,121 116,787
Other administrative expense 22,037 13,357 88,608 81,993
Interest 41,811 41,770 124,448 125,591
---------------- ---------------- ---------------- -----------------
Total expenses 242,113 279,987 776,270 822,718
---------------- ---------------- ---------------- -----------------
Net loss $ (46,094) (92,474) (187,364) (268,421)
================ ================ ================ =================
Net loss per limited partnership unit $ (2.88) (5.77) (11.69) (16.74)
================ ================ ================ =================
Weighted average limited partnership units
outstanding 15,551 15,551 15,551 15,551
================ ================ ================ =================
2
Condensed Consolidated Statements of Cash Flows
-----------------------------------------------
(Unaudited)
Nine months ended September 30,
--------------------------------------------------
2003 2002
--------------------- ---------------------
Cash provided (used) by:
Operating activities:
Net loss $ (187,364) (268,421)
Adjustments - other, principally changes in other assets
and liabilities 103,969 247,325
--------------------- ---------------------
Net cash used in operating activities (83,395) (21,096)
Investing activities - additions to property and equipment (35,576) (98,337)
Financing activities - principal payments on mortgage loan (24,040) (22,025)
--------------------- ---------------------
Net decrease in cash and equivalents (143,011) (141,458)
Cash and equivalents at beginning of period 143,011 298,916
--------------------- ---------------------
Cash and equivalents at end of period $ -- 157,458
===================== =====================
Notes to Consolidated Financial Statements
Nine months ended September 30, 2003 and 2002
(Unaudited)
Organization
- ------------
Realmark Property Investors Limited Partnership - III (the Partnership), a
Delaware limited partnership, was formed on November 18, 1983, to invest in a
diversified portfolio of income-producing real estate investments. 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.
Basis of Presentation
- ---------------------
The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the instructions to Form 10-Q. Accordingly, they do
not include all of the information and notes required by accounting principles
generally accepted in the United States of America for complete financial
statements. The balance sheet at December 31, 2002 has been derived from the
audited financial statements at that date. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation, have been included. The Partnership's significant
accounting policies are set forth in its December 31, 2002 Form 10-K. The
interim financial statements should be read in conjunction with the financial
statements included therein. The interim results should not be considered
indicative of the annual results.
Property and Equipment
- ----------------------
At September 30, 2003, the Partnership owned and operated two commercial
buildings (Perrymont and Inducon Amherst). Both of the properties are being
3
actively marketed for sale and, therefore, are not being depreciated.
Depreciation not recorded for the three and nine months ended September 30, 2003
was approximately $66,000 and $195,000, respectively. Depreciation not recorded
for the three and nine months ended September 30, 2002 was approximately $63,000
and $189,000, respectively.
Current Accounting Pronouncements
- ---------------------------------
In January 2003, the Financial Accounting Standards Board issued Interpretation
No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"). FIN 46 is
applicable immediately for variable interest entities created after January 31,
2003. For variable interest entities created before February 1, 2003, the
provisions of FIN 46 are applicable no later than December 15, 2003. The
Partnership has not created any variable interest entities after January 31,
2003. The Partnership does not believe that the Interpretation will have a
material impact on its consolidated financial statements.
In May 2003, the Financial Accounting Standards Board issued SFAS No. 150
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equities." SFAS No. 150 changes the accounting for certain
financial instruments that, under previous guidance, could be classified as
equity or "mezzanine" equity, by now requiring those instruments to be
classified as liabilities (or assets in some circumstances) in the Consolidated
Balance Sheets. Further, SFAS No. 150 requires disclosure regarding the terms of
those instruments and settlement alternatives. This statement is effective for
financial instruments entered into or modified after May 31, 2003 and is
effective for all other financial instruments as of the first interim period
beginning after June 15, 2003. The Partnership has evaluated SFAS No. 150 and
determined that it does not have an impact on its consolidated financial
statements.
PART I - Item 2. Management's Discussion and Analysis of Financial Condition
-----------------------------------------------------------
and Results of Operations
-------------------------
Liquidity and Capital Resources
- -------------------------------
Effective January 1, 2001, management began formally marketing all properties in
the Partnership for sale. In the third quarter of 2003, the Partnership
continued to experience difficulties generating sufficient cash to cover its
financial obligations. Although cash decreased by $143,000 during the nine
months ended September 30, 2003, the Partnership continued to fund capital
improvements and to make scheduled debt payments. The partnership made no
distributions to limited partners in the first nine months of 2003. In
accordance with the settlement of the lawsuit (Part II, Item 1), 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.
Results of Operations
- ---------------------
As compared to the first nine months of 2002, the Partnership's loss decreased
approximately $81,000 from a loss of $268,000 in 2002 to a loss of $187,000 in
2003.
Rental income at Perrymont increased approximately $29,000 for the first nine
months while rental income at Inducon Amherst remained consistent. Other income
increased approximately $5,500 due to an increase in common area maintenance
fees.
Total expenses decreased approximately $46,000. Property operations decreased
$31,000, administrative expense to affiliates decreased $21,000, other
4
administrative expense increased $7,000 and interest expense decreased $1,000.
The decrease in property operations was primarily attributable to a decrease
real estate taxes. The decrease in administrative expense to affiliates was a
result of a decrease in management fees and a decrease in costs associated with
portfolio management. The increase in other administrative expense was due to
increased professional services.
PART I - Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The Partnership invests in only 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 general movement of interest
rates. The mortgage loan on the Partnership's property is fixed-rate and
therefore, is not subject market risk.
PART I - Item 4. Controls and Procedures
-----------------------
Disclosure Controls and Procedures: The Partnership's management, with the
participation of the Partnership's Individual General Partner and Principal
Financial Officer, has evaluated the effectiveness of the Partnership's
disclosure controls and procedures (as such term is defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934, as amended) as of the end of the
period covered by this report. Based on such evaluation, the Partnership's
Individual General Partner and Principal Financial Officer have concluded that,
as of the end of such period, the Partnership's disclosure controls and
procedures are effective.
Internal Control Over Financial Reporting: There have been no changes in the
Partnership's internal control over financial reporting (as defined in Rule
13a-15(f) under the Securities Exchange Act of 1934, as amended) during the
fiscal quarter to which this report relates that have materially affected, or
are reasonably likely to materially affect, the Partnership's internal control
over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
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 in New York State
court. The Partnership's settlement of this litigation is described in its
Annual Report on Form 10-K for the year ended December 31, 2002.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
31. Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32. Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
None.
5
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
REALMARK PROPERTY INVESTORS LIMITED PARTNERHIP - III
November 14, 2003 /s/ Joseph M. Jayson
----------------- ------------------------------
Date Joseph M. Jayson,
Individual General Partner and
Principal Financial Officer
6