FORM 10-K
UNITED STATES
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, 2003
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Commission File Number 0-13331
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III
-----------------------------------------------------
(Exact Name of Registrant as specified in its Charter)
Delaware 16-1234990
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(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. (X)
Indicate by a check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [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-III
(the "Partnership"), is a Delaware Limited Partnership organized in 1983,
pursuant to a Second Amended and Restated Agreement and Certificate of Limited
Partnership (the "Partnership Agreement"), under the Delaware Revised 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 February 1, 1984, and concluded the
offering on January 31, 1985, having raised a total of $15,551,000 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, 2003, the Partnership, either directly or through a limited
liability, wholly-owned subsidiary company, owned two office buildings
(Perrymont and Inducon Amherst) with a total of 124,960 square feet of rentable
space. Both of these properties are currently being actively marketed for sale.
On October 18, 2001, the Partnership sold Ambassador Towers 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, 2003, 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, 2003 were employees of the
Corporate General Partner or its affiliates.
The occupancy for each complex at December 31 was as follows:
2003 2002 2001
---- ---- ----
Perrymont Office Building 66% 66% 50%
Inducon Amherst 58% 61% 66%
The percentage of total Partnership revenue generated by each complex
for the last three years was as follows:
2003 2002 2001
---- ---- ----
Ambassador Towers - - 69%
Perrymont Office Building 47% 46% 10%
Inducon Amherst 53% 54% 21%
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
- ------- ----------
Following is a list of properties owned by the Partnership at December
31, 2003:
Property Name
and Location General Character of Property Purchase Date
------------ ----------------------------- -------------
Perrymont Office Bldg. One unencumbered office building on 2.3 August 1985
Pittsburgh, PA acres with 45,000 rentable square feet.
Inducon Amherst Four office/warehouse buildings on April 1985
Amherst, NY 4 acres with approximately 77,000 rentable
square feet, securing an 8.62% mortgage with
a balance at December 31, 2003 of
$1,703,787, maturing in March 2022.
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.
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.
3
ITEM 4: SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ----------------------------------------------------
None.
PART II
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ITEM 5: MARKET FOR REGISTRANT'S UNITS OF LIMITED PARTNERSHIP INTEREST
- ------- -------------------------------------------------------------
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, 2003, there were 1,736
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 contributions 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
- ------- -----------------------
At or for the years ended December 31,
------------------------------------------------------------------------
2003 2002 2001 2000 1999
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Balance sheet data
Net rental property $ 3,505,259 3,469,684 3,338,033 6,479,500 6,831,380
Total assets 3,751,314 3,891,673 4,157,186 7,706,941 8,564,042
Mortgage loans payable 1,703,787 1,736,328 1,766,156 4,874,473 4,935,851
Partners' equity 1,801,045 2,013,598 2,313,563 2,512,045 3,316,684
========================================================================
Operating data
Rental income 601,259 570,246 2,028,916 2,474,400 2,400,717
Other income 187,936 179,631 341,396 339,438 314,240
------------------------------------------------------------------------
Total revenue 789,195 749,877 2,370,312 2,813,838 2,714,957
------------------------------------------------------------------------
Property operating costs 598,898 622,956 1,656,992 1,797,539 1,915,768
Depreciation -- -- -- 465,454 343,918
Interest expense 166,442 168,155 406,070 456,940 489,199
Administrative expenses 236,408 258,731 528,549 515,509 486,940
------------------------------------------------------------------------
Total expenses 1,001,748 1,049,842 2,591,611 3,235,442 3,235,825
------------------------------------------------------------------------
Operating loss (212,553) (299,965) (221,299) (421,604) (520,868)
Gain on property sales -- -- 5,022,817 -- --
------------------------------------------------------------------------
Net income (loss) $ (212,553) (299,965) 4,801,518 (421,604) (520,868)
========================================================================
Cash flow data
Net cash provided
(used) by:
Operating activities (29,409) (9,619) (224,082) 77,607 (241,310)
Investing activities (50,768) (116,458) 8,031,721 (113,574) (422,195)
Financing activities (32,541) (29,828) (8,108,317) (444,413) (34,946)
------------------------------------------------------------------------
Net decrease in cash
and equivalents $ (112,718) (155,905) (300,678) (480,380) (698,451)
========================================================================
Per limited partnership unit:
Net income (loss) $ (13.26) (18.71) 309.19 (26.30) (32.49)
Distributions $ -- -- 321.52 23.89 --
========================================================================
5
ITEM 7: 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. On October 18, 2001, the Partnership
sold Ambassador Towers to an unaffiliated entity for $8,650,000. After
satisfaction of the $3,046,000 mortgage loan on the property and payment of
closing costs, the proceeds available amounted to approximately $5.1 million.
Those proceeds enabled the Partnership to make a distribution to partners in the
last quarter of 2001 in the amount of $5,000,000. Although cash decreased
approximately $113,000 and $156,000 during the years ended December 31, 2003 and
2002, respectively, the Partnership continues to fund capital improvements and
to make scheduled debt payments. The Partnership made no distributions to
limited partners in 2003 and 2002. 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:
- ---------------------
The results of operations of the Partnership produced a net loss of
$212,553 in 2003. The results compare to a net loss of $299,965 in 2002 and a
net loss, excluding Ambassador Towers, which was sold in October 2001, of
$394,113 in 2001.
Inflation has been consistently low during the periods presented in the
consolidated financial statements and, as a result, has not had a significant
effect on the operations of the Partnership or its properties.
2003 as compared to 2002
- ------------------------
Rental income at Perrymont increased approximately $34,000 for the year
ended December 31, 2003 as occupancy remained at 66% throughout the year. Rental
income at Inducon Amherst decreased approximately $3,000 for the year ended
December 31, 2003 as occupancy decreased to 58% from 61% for the year ended
December 31, 2002. The net change in rental income was an increase of
approximately $31,000. The increase in rental income along with an increase in
other income of approximately $8,000, primarily common area maintenance fees at
the property level, produced a 5% increase in total income for the year ended
December 31, 2003.
6
Total expenses for the year ended December 31, 2003 decreased
approximately $48,000 as compared to 2002. The decrease in property operations
of $24,000, the decrease in administrative expense and reimbursement to
affiliates of $29,000, and the decrease in interest expense of $2,000 was offset
by a $7,000 increase in other administrative expense. The decrease in property
operations was attributable to a decrease in leasing fees and a reduction of
expenditures for exterior painting at Inducon Amherst. The decrease in
administrative expense and reimbursement to affiliates was a result of a
decrease in management fees and portfolio reimbursed expenses. Interest expense
decreased due to a larger portion of each mortgage payment being applied towards
principal due to amortization of the mortgage at Inducon Amherst. The increase
in other administrative expense was due to increased legal and professional
services.
2002 as compared to 2001
- ------------------------
Rental income at Perrymont increased approximately $119,000 for the
year ended December 31, 2002 as occupancy increased to 66% from 50% for the year
ended December 31, 2001. Rental income at Inducon Amherst decreased
approximately $30,000 for the year ended December 31, 2002 as occupancy
decreased to 61% from 66% for the year ended December 31, 2001. The net change
in rental income was an increase of approximately $89,000. Excluding Ambassador
Towers (the "Sold Asset") the increase in rental income along with a decrease in
other income of $58,000, primarily common area maintenance fees at the property
level and interest income, was offset by an increase in property operations of
$6,000, a decrease in other administrative expense of $32,000, and a decrease in
administrative expense and reimbursement to affiliates of $70,000. The increase
in property operations was primarily attributable to an increase in payroll. The
decrease in administrative expense and reimbursement to affiliates was a result
of a decrease in management fees and portfolio reimbursed expenses due to the
sale of Ambassador Towers in 2001. Interest expense decreased approximately
$8,000 due to a larger portion of each mortgage payment being applied towards
principal due to amortization of the mortgage at Inducon Amherst.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
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 loan on the Partnership's property is fixed rate
and therefore, is not subject to market risk.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
Listed under Item 15 of this report.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None.
ITEM 9A: CONTROLS AND PROCEDURES
-----------------------
The Partnership maintains a set of disclosure controls and procedures
designed to ensure that information required to be disclosed by the Partnership
in reports that it files or submits under the Exchange Act is recorded,
7
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. Within the 90-day period
prior to the filing of this report, an evaluation was carried out under the
supervision and with the participation of the Partnership's management,
including the Partnership's Individual General Partner and Principal Financial
Officer, of the effectiveness of the Partnership's disclosure controls and
procedures. Based on that evaluation, the Partnership's Individual General
Partner and Principal Financial Officer concluded that the Partnership's
disclosure controls and procedures are effective.
Subsequent to the date of their most recent evaluation, there have been
no significant changes in the Partnership's internal control over financial
reporting or in other factors that could significantly affect the internal
control over financial reporting.
PART III
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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 December 31, 2003, are listed below. Each
director is subject to election on an annual basis.
Title of All Positions Held with Year First
Name the Corporate General Partner 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 65, 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 41 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 41 years been engaged in various aspects
8
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 22 years, Mr. Jayson and an affiliate have also engaged in
developmental drilling for gas and oil.
Judith P. Jayson, age 63, 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 32 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.
Audit Committee
- ---------------
The Partnership has a separately-designated standing audit committee
established in accordance with Section 3(a)(58)(A) of the Exchange Act. The
members of the audit committee are Joseph M. Jayson and Bryant E. Zilke.
Audit Committee Financial Expert
- --------------------------------
The Directors and Executive Officers of the Corporate General Partner
have determined that Bryant E. Zilke is an audit committee financial expert as
defined by Item 401(h) of Regulation S-K of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). Mr. Zilke is not independent within the meaning
of Item 7(d)(3)(iv) of Schedule 14A of the Exchange Act due to limited
circumstances, namely that the Partnership is small in size and there is limited
personnel. Mr. Zilke is not independent as a result of being an employee of an
affiliate of the Corporate General Partner.
Code of Ethics
- --------------
The Partnership has adopted a code of ethics for the partners,
principal financial officer, and employees of the Corporate General Partner or
its affiliates who render services on behalf of the Partnership. The Partnership
will provide to any person without charge, upon request, a copy of the code of
ethics which is available from:
Realmark Property Investors Limited Partnership - III
Attention: Investor Relations
2350 North Forest Road
Suite 12-A
Getzville, New York 14068
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), 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
year ended December 31, 2003. The Corporate General Partner and its affiliate,
Realmark Corporation, are entitled to fees and to certain expense reimbursements
9
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 1,111.9 units of limited
partnership interest amounting to approximately 7.2% of the partnership interest
at December 31, 2003. The general partners and the executive officers of the
Corporate General Partner, as of December 31, 2003, owned 25.5 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 and its subsidiary 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: PRINCIPAL ACCOUNTING FEES AND SERVICES
--------------------------------------
Audit Engagement: Toski, Schaefer & Co., P.C. was engaged as the Partnership's
independent auditor for years 2003 and 2002. All fees incurred for the years
ended December 31, 2003 and 2002 were approved by the Audit Committee.
Audit Fees: Audit fees for the audit of the Partnership's annual financial
statements included in the Partnership's annual report on Form 10-K and those
financial statements included in the Partnership's quarterly reports on Form
10-Q by Toski, Schaefer & Co., P.C. for the years ended December 31, 2003 and
2002 totaled $28,150 and $23,100, respectively.
Audit-Related Fees: None.
Tax Fees: The Partnership engaged Toski, Schaefer & Co., P.C. to provide tax
filing and compliance services during the year ended December 31, 2003. The fees
for these services amounted to $4,104. No tax services were provided during the
year ended December 31, 2002.
All Other Fees: None.
The Audit Committee has set a policy that all fees incurred by the
Partnership for services performed by its independent auditors must be
pre-approved by the Audit Committee. All fees related to 2003 were pre-approved
by the Audit Committee.
The Audit Committee oversees the Partnership's financial reporting
process. Management has the primary responsibility for the financial statements
and the financial reporting process, including the systems of internal controls.
In fulfilling its oversight responsibilities, the Audit Committee reviewed the
audited financial statements with management, including a discussion of the
quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments and the clarity of disclosures in the
financial statements.
10
The Audit Committee has the sole authority to retain and terminate the
Partnership's independent auditors and approves all fees paid to the independent
auditors. During 2003 and 2002, the Audit Committee reviewed with the
independent auditors, who are responsible for expressing an opinion on the
conformity of those audited financial statements with generally accepted
accounting principles, their judgments as to the quality, not just the
acceptability, of the Partnership's accounting principles and such other matters
as are required to be discussed with the Audit Committee under generally
accepted auditing standards. In addition, the Audit Committee has discussed with
the independent auditors the auditors' independence from management and the
Partnership, including the matters in the written disclosures required by the
Independence Standards Board, and considered the scope and type of non-audit
services provided by the auditor when reviewing the compatibility of those
non-audit services with the auditors' independence.
The Audit Committee discussed with the Partnership's independent
auditors the overall scope and plans for their audit. The Audit Committee meets
with the independent auditors to discuss the results of their examination, their
evaluations of the Partnership's internal controls, and the overall quality of
the Partnership's financial reporting.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the General Partners (and the General Partners have
approved) that the audited financial statements be included in the annual report
on Form 10-K for the year ended December 31, 2003.
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, 2003 and 2002 F-2
Consolidated Statements of Operations for the years ended
December 31, 2003, 2002 and 2001 F-3
Consolidated Statements of Partners' Equity for the years
ended December 31, 2003, 2002 and 2001 F-4
Consolidated Statements of Cash Flows for the years ended
December 31, 2003, 2002 and 2001 F-5
Notes to Consolidated Financial Statements F-6
FINANCIAL STATEMENT SCHEDULE
----------------------------
(i) Schedule III - Real Estate and Accumulated Depreciation F-13
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.
11
(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) Second Amended and Restated Agreement and Certificate of
Limited Partnership filed with the Registration Statement of
the Registrant Form S-11, filed November 21, 1983, and
subsequently amended is incorporated herein by reference.
10. Material contracts
(a) Property Management Agreement with Realmark Corporation
included with the Registration Statement of the Registrant as
filed and amended to date is incorporated herein by reference.
14. Code of Ethics is filed herewith.
21. Subsidiary of the Partnership is filed herewith.
31. Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, is filed herewith.
32. 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.
12
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 - III
By: /s/ Joseph M. Jayson March 30, 2004
-------------------- --------------
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 30, 2004
-------------------- --------------
JOSEPH M. JAYSON, Date
President, Treasurer and Director
/s/ Judith P. Jayson March 30, 2004
-------------------- --------------
JUDITH P. JAYSON, Date
Vice President and Director
13
INDEPENDENT AUDITOR'S REPORT
----------------------------
The Partners
Realmark Property Investors Limited Partnership - III:
We have audited the accompanying consolidated balance sheets of Realmark
Property Investors Limited Partnership - III and Subsidiary as of December 31,
2003 and 2002, and the related consolidated statements of operations, partners'
equity, and cash flows for each of the three years in the period ended December
31, 2003. 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 - III and Subsidiary as of December 31, 2003 and
2002, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2003, 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 7 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.
/s/ TOSKI, SCHAEFER & CO., P.C.
-------------------------------
TOSKI, SCHAEFER & CO., P.C.
Williamsville, New York
March 26, 2004
F-1
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III
AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 2003 and 2002
Assets 2003 2002
------ ---- ----
Property and equipment, at cost, all held for sale:
Land $ 277,709 277,709
Buildings and improvements 6,229,616 6,194,041
Furniture and equipment 77,271 77,271
----------- -----------
6,584,596 6,549,021
Less accumulated depreciation 3,079,337 3,079,337
----------- -----------
Net property and equipment 3,505,259 3,469,684
Cash and equivalents 30,293 143,011
Accounts receivable, net of allowance for doubtful accounts
of $18,000 in 2003 and $19,983 in 2002 4,148 3,938
Receivables from affiliated parties -- 1,020
Escrow deposits 150,315 169,892
Other assets 61,299 104,128
----------- -----------
Total assets $ 3,751,314 3,891,673
=========== ===========
Liabilities and Partners' Equity
--------------------------------
Liabilities:
Mortgage loan payable 1,703,787 1,736,328
Accounts payable and accrued expenses 172,552 68,884
Payable to affiliated parties 7,311 --
Accrued interest payable 12,647 12,888
Security deposits and prepaid rents 53,972 59,975
----------- -----------
Total liabilities 1,950,269 1,878,075
----------- -----------
Partners' equity (deficit):
General partners (102,108) (95,731)
Limited partners 1,903,153 2,109,329
----------- -----------
Total partners' equity 1,801,045 2,013,598
----------- -----------
Total liabilities and partners' equity $ 3,751,314 3,891,673
=========== ===========
See accompanying notes to consolidated financial statements.
F-2
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III
AND SUBSIDIARY
Consolidated Statements of Operations
Years ended December 31, 2003, 2002 and 2001
2003 2002 2001
---- ---- ----
Income:
Rental $ 601,259 570,246 2,028,916
Interest and other 187,936 179,631 341,396
----------- ---------- -----------
Total income 789,195 749,877 2,370,312
----------- ---------- -----------
Expenses:
Property operations 598,898 622,956 1,656,992
Interest 166,442 168,155 406,070
Administrative:
Affiliated parties 126,322 155,288 300,322
Other 110,086 103,443 228,227
----------- ---------- -----------
Total expenses 1,001,748 1,049,842 2,591,611
----------- ---------- -----------
Loss before gain on sale of property (212,553) (299,965) (221,299)
Gain on sale of property -- -- 5,022,817
----------- ---------- -----------
Net income (loss) $ (212,553) (299,965) 4,801,518
=========== ========== ===========
Net income (loss) per limited partnership unit $ (13.26) (18.71) 309.19
=========== ========== ===========
Distributions per limited partnership unit $ -- -- 321.52
=========== ========== ===========
Weighted average number of limited partnership
units outstanding 15,551 15,551 15,551
=========== ========== ===========
See accompanying notes to consolidated financial statements.
F-3
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III
AND SUBSIDIARY
Consolidated Statements of Partners' Equity
Years ended December 31, 2003, 2002 and 2001
Limited Partners
General ----------------
Partners Units Amount
-------- ----- ------
Balances at December 31, 2000 $ (80,093) 15,551 2,592,138
Net income (loss) (6,639) -- 4,808,157
Distributions to partners -- -- (5,000,000)
---------- --------- ----------
Balances at December 31, 2001 (86,732) 15,551 2,400,295
Net loss (8,999) -- (290,966)
---------- --------- ----------
Balances at December 31, 2002 (95,731) 15,551 2,109,329
Net loss (6,377) -- (206,176)
---------- --------- ----------
Balances at December 31, 2003 $ (102,108) 15,551 1,903,153
========== ========= ==========
See accompanying notes to consolidated financial statements
F-4
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III
AND SUBSIDIARY
Consolidated Statements of Cash Flows
Years ended December 31, 2003, 2002 and 2001
2003 2002 2001
---- ---- ----
Cash flows from operating activities:
Net income (loss) $ (212,553) (299,965) 4,801,518
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Amortization 24,239 22,636 61,888
Gain on sale of property -- -- (5,022,817)
Changes in:
Accounts receivable (210) 33,494 4,786
Receivables from affiliated parties 1,020 57,285 7,112
Escrow deposits 19,577 150,327 63,855
Other assets 18,590 (22,483) (73,356)
Accounts payable and accrued expenses 118,861 11,878 (109,188)
Payable to affiliated parties 7,311 -- --
Accrued interest payable (241) (222) (16,356)
Security deposits and prepaid rents (6,003) 37,431 58,476
---------- ---------- ----------
Net cash used in operating activities (29,409) (9,619) (224,082)
---------- ---------- ----------
Cash flows from investing activities:
Proceeds from sale of property -- -- 8,129,462
Additions to property and equipment (50,768) (116,458) (97,741)
---------- ---------- ----------
Net cash provided by (used in)
investing activities (50,768) (116,458) 8,031,721
---------- ---------- ----------
Cash flows from financing activities:
Principal payments on mortgage loans (32,541) (29,828) (3,108,317)
Distributions to partners -- -- (5,000,000)
---------- ---------- ----------
Net cash used in financing activities (32,541) (29,828) (8,108,317)
---------- ---------- ----------
Net decrease in cash and equivalents (112,718) (155,905) (300,678)
Cash and equivalents at beginning of year 143,011 298,916 599,594
---------- ---------- ----------
Cash and equivalents at end of year $ 30,293 143,011 298,916
========== ========== ==========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 150,458 153,172 362,988
========== ========== ==========
Property and equipment financed by
accounts payable $ -- 15,193 --
========== ========== ==========
See accompanying notes to consolidated financial statements.
F-5
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III
AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
(1) Formation and Operation of Partnership
--------------------------------------
Realmark Property Investors Limited Partnership - III (the Partnership) is
a Delaware limited partnership formed on November 18, 1983, to invest in a
diversified portfolio of income-producing real estate investments.
In 1984 and 1985, the Partnership sold through a public offering, 15,551
units of limited partnership interest for $15,551,000. 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 5).
(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 wholly-owned subsidiary, Realmark - Inducon
Amherst, LLC which owns Inducon Amherst, an office building located in
Amherst, New York, acquired in 1985.
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.
(c) Property and Equipment
----------------------
Property and equipment are recorded at cost. Depreciation is provided using
the straight-line method over the estimated 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 resulting
gains and losses are reflected in the consolidated statements of
operations.
F-6
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III
AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(2) Summary of Significant Accounting Policies, Continued
-----------------------------------------------------
(c) Property and Equipment, Continued
---------------------------------
The Partnership reviews long-lived assets for impairments 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, 2003, no impairment in value has been
recognized.
The Partnership's 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 2003, 2002, and 2001.
(d) Cash and Equivalents
--------------------
Cash and equivalents includes 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 mortgages.
(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.
(g) Per Unit Data
-------------
Per limited partnership unit 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, 2003.
F-7
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III
AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(2) Summary of Significant Accounting Policies, Continued
-----------------------------------------------------
(i) Income Allocation and Distributable Cash Flow, Continued
--------------------------------------------------------
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 7), 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 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.
(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, 2003, net assets for financial
reporting purposes were $1,154,729 more 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.
(l) Recent Pronouncements
---------------------
In January 2003, the Financial Accounting Standards Board (FASB) issued
Financial Interpretation (FIN) No. 46, "Consolidation of Variable Interest
Entities." In December 2003, the FASB reissued FIN No. 46R with certain
modifications and clarifications. FIN No. 46R is effective on March 31,
2004 for the Partnership. The Partnership does not believe that this
pronouncement will have a material impact on its financial position, cash
flows, or results of operations.
In April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 149, "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities." SFAS No. 149 amends and clarifies financial accounting
and reporting for derivative instruments embedded in other contracts and
for hedging activities under SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003. The adoption of
this pronouncement did not have a material impact on the Partnership's
financial position, cash flows, or results of operations.
F-8
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III
AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(2) Summary of Significant Accounting Policies, Continued
-----------------------------------------------------
(l) Recent Pronouncements, Continued
--------------------------------
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity."
SFAS No. 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). SFAS No. 150 is effective for financial instruments entered
into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. The
adoption of this pronouncement did not have a material impact on the
Partnership's financial position, cash flows, or results or 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 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 October 18, 2001, the Partnership sold Ambassador Towers to an
unaffiliated entity for $8,650,000 and recognized a related gain on the
sale amounting to $5,022,817.
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, 2003, and the
properties' net loss and depreciation expense not recorded for the year
ended December 31, 2003 is as follows:
Depreciation
Carrying value expense not
Property of assets Net loss recorded
-------- --------- -------- --------
Perrymont Office Building $ 1,624,333 (47,371) 122,000
Inducon Amherst 1,880,926 (23,670) 140,000
========= ======= =======
F-9
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III
AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(4) Mortgage Loan Payable
---------------------
8.62% mortgage loan payable with total monthly payment of $15,250. The
mortgage is secured by the Inducon Amherst property. The balance of the
mortgage loan payable amounted to $1,703,787 and $1,736,328 at December 31,
2003 and 2002, respectively. This mortgage is scheduled to mature in 2022.
The aggregate maturities of the mortgage for each of the five years
following 2003 and thereafter, assuming principal payments are not
accelerated, are as follows:
2004 $ 35,502
2005 38,732
2006 42,256
2007 46,101
2008 50,295
Thereafter 1,490,901
--------------
$ 1,703,787
==============
(5) 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:
2003 2002 2001
---- ---- ----
Property management fees based on a
percentage (generally 5%) of the
rental income $ 39,261 44,556 139,211
Reimbursement for cost of services to the
Partnership that include investor relations,
marketing of properties, professional fees,
communications, supplies, accounting,
printing, postage and other items 87,061 110,732 161,111
-------- ------- -------
$126,322 155,288 300,322
======== ======= =======
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 affiliated parties
bear interest at 11% and are payable on demand.
F-10
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III
AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(5) Related Party Transactions, Continued
-------------------------------------
Property Disposition Fees
-------------------------
According to the terms of the partnership agreement, the general partners
are allowed to collect property disposition fees 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. The general
partners have not to date received a disposition fee on any property sales,
as the limited partners of the Partnership have not received a return of 7%
on their average adjusted capital or their original capital as defined in
the partnership agreement. Fees earned on the sales will not be recorded as
liabilities by the Partnership until such time as payment is probable.
(6) 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:
2004 $624,010
2005 420,953
2006 234,286
2007 73,626
--------
2008 876
========
(7) 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.
F-11
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III
AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(7) Settlement of Lawsuit
---------------------
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-12
Schedule III
------------
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III
AND SUBSIDIARY
Real Estate and Accumulated Depreciation
December 31, 2003
Initial Cost to Gross amounts at which
Partnership Cost carried at close of period
------------------- capitalized --------------------------
Property Buildings and subsequent to Buildings and Accumulated
Description Encumbrances Land improvements acquisition Land improvements Total depreciation
- ----------- ------------ ---- ------------- ----------- ---- ------------ ----- ------------
Perrymont Office
Building
Pittsburgh, PA $ -- 100,000 1,978,788 818,496 100,000 2,797,284 2,897,284 1,280,351
Inducon Amherst
Amherst, NY 1,703,787 177,709 -- 3,432,332 177,709 3,432,332 3,610,041 1,736,232
----------- ------- --------- --------- ------- --------- --------- ---------
$ 1,703,787 277,709 1,978,788 4,250,828 277,709 6,229,616 6,507,325 3,016,583
=========== ======= ========= ========= ======= ========= ========= =========
(RESTUBBED TABLE)
Life
on which
depreciation
in latest
Date statement of
Property of Date operations
Description construction acquired is computed
- ----------- ------------ -------- -----------
Perrymont Office
Building
Pittsburgh, PA 8/85 8/85 -- *
Inducon Amherst
Amherst, NY 4/85 4/85 -- *
==== ==== ===
*In accordance with Statement of Financial Accounting Standards No. 144, no
depreciation was recorded during the disposal period, January 1, 2001 through
December 31, 2003.
F-13
Schedule III, Cont.
-------------------
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III
AND SUBSIDIARY
Real Estate and Accumulated Depreciation
December 31, 2003, 2002 and 2001
(1) Cost for Federal income tax purposes is $6,507,325.
(2) A reconciliation of the carrying amount of land, buildings and
improvements as of December 31, 2003, 2002 and 2001 is as follows:
2003 2002 2001
---- ---- ----
Balance at beginning of year $ 6,471,750 6,340,099 12,074,257
Additions 35,575 131,651 95,243
Dispositions (5) -- -- (5,829,401)
------------ ------------ ------------
Balance at end of year $ 6,507,325 6,471,750 6,340,099
============ ============ ============
(3) A reconciliation of accumulated depreciation for the years ended
December 31, 2003, 2002, and 2001 is as follows:
2003 2002 2001
---- ---- ----
Balance at beginning of year $ 3,016,583 3,016,583 5,616,576
Dispositions (5) -- -- (2,599,993)
------------ ------------ ------------
Balance at end of year (4) $ 3,016,583 3,016,583 3,016,583
============ ============ ============
(4) Balance applies entirely to buildings and improvements.
(5) Sale of Ambassador Towers in 2001.
F-14