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 0-16561
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)
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 - 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, 2003, 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 Building); 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 (Phase
I and Phase II) and Inducon East Phase III), totaling 196,500 square feet. On
February 9, 2004, the Partnership sold The Paddock Building, Inducon East (Phase
I and Phase II), and Inducon East Phase III, to an unaffiliated entity. The sale
was for cash of $1,665,000 along with a note from the buyer in the amount of
$185,000 and assumption of approximately $9,000,000 of outstanding mortgage
loans, resulting in a net gain of approximately $500,000. However, this does not
necessarily mean that cash proceeds will be available for distribution in an
amount equal to the gain. On July 31, 2002, the Partnership sold Camelot East
Apartments to an unaffiliated entity. The remaining property, Commercial Park
West, is currently being actively marketed for sale.
It is anticipated that the Partnership will be entering into a sales
contract 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 sale 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.
2
The occupancy for each complex as of December 31 was as follows:
2003 2002 2001
---- ---- ----
Camelot East Apartments - - 94%
The Paddock Building 75% 57% 67%
Commercial Park West 38% 68% 84%
Inducon East 52% 65% 78%
Inducon East Phase III 82% 96% 91%
The percent of total Partnership revenue generated by each complex for
the last three years was as follows:
2003 2002 2001
---- ---- ----
Camelot East Apartments - 19% 25%
The Paddock Building 12% 7% 6%
Commercial Park West 34% 35% 33%
Inducon East 35% 28% 28%
Inducon East Phase III 19% 11% 8%
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, 2003:
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, 2003 of $1,565,930, maturing
in 2009. The property was sold February 9, 2004.
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, 2003 of
$5,794,170, 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, 2003 fully acquired
of $5,718,296, maturing 2009. The property November 1997
was sold February 9, 2004.
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, 2003 of a Joint Venturer;
$1,727,930, maturing in 2009. The property fully acquired
was sold February 9, 2004. November 1997
3
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.
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, 2003, there were 2,014
record holders of units of limited partnership interest.
4
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.
5
ITEM 6: SELECTED FINANCIAL DATA
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At or for the years ended December 31,
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2003 2002 2001 2000 1999
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Balance sheet data
Net rental property $ 14,647,030 14,428,327 17,634,501 17,398,050 18,012,850
Total assets 17,056,942 17,633,554 20,818,089 20,757,064 21,184,642
Mortgage loans payable 14,806,326 15,042,196 19,972,850 20,223,880 20,458,106
Partners' equity (deficit) 1,106,270 2,167,003 328,658 (70,996) 168,131
============================================================================
Operating data
Rental income 1,489,520 3,301,388 4,242,309 4,505,231 4,443,569
Other income 795,821 822,235 972,325 881,638 686,368
----------------------------------------------------------------------------
Total revenue 2,285,341 4,123,623 5,214,634 5,386,869 5,129,937
----------------------------------------------------------------------------
Property operating costs 1,425,385 1,866,451 2,204,230 2,108,079 2,095,210
Depreciation -- -- -- 1,045,409 1,167,970
Interest expense 1,234,545 1,431,869 1,643,099 1,663,018 1,742,422
Administrative expenses 686,144 863,779 967,651 809,490 713,673
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Total expenses 3,346,074 4,162,099 4,814,980 5,625,996 5,719,275
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Income (loss) before gain on
sale of property (1,060,733) (38,476) 399,654 (239,127) (589,338)
Gain on sale of property -- 2,726,821 -- -- --
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Net income (loss) $ (1,060,733) 2,688,345 399,654 (239,127) (589,338)
============================================================================
Cash flow data
Net cash provided
(used) by:
Operating activities 213,092 (387,969) 230,276 579,465 828,330
Investing activities 133,712 5,780,401 (279,477) (387,583) (299,721)
Financing activities (235,870) (5,780,654) (251,030) (234,226) 287,148
----------------------------------------------------------------------------
Net increase (decrease) in cash
and equivalents $ 110,934 (388,222) (300,231) (42,344) 815,757
============================================================================
Per limited partnership unit:
Net income (loss) $ (48.99) 116.44 18.46 (11.04) (27.22)
Distributions $ -- 40.47 -- -- --
============================================================================
6
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:
- -------------------------------
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 of Camelot East 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. Cash flow, net of the $850,000 distribution, decreased approximately
$388,000 during the year ended December 31, 2002. Although the Partnership
experienced an increase in cash of approximately $111,000 for the year ended
December 31, 2003, the Partnership continued to experience difficulties
generating sufficient cash to cover its financial obligations without relying on
money from related parties. The Partnership made no distributions to partners in
2003 or 2001. 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
$1,060,733 for the year ended December 31, 2003. The results compare to a net
loss, excluding Camelot East (the "Sold Asset") which was sold in July 2002, of
$47,633 in 2002, and net income, excluding the Sold Asset of $534,393 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 decreased approximately 42% for the year ended December
31, 2003 as compared to 2002, excluding the Sold Asset, primarily due to
increased vacancies at both Inducon East and Commercial Park West. The
properties experienced a decrease in rental income of approximately $335,000 and
$716,000, respectively. Occupancy at Commercial Park West declined from 68% at
December 31, 2002 to 38% at December 31, 2003. Other income, which consists
primarily of common area maintenance charges, increased by approximately
$14,000.
7
Total expenses for the year ended December 31, 2003 decreased
approximately $34,000 as compared to 2002, excluding the Sold Asset. The
increase in property operations of $89,000 and the increase in other
administrative expense of $12,000 was offset by a $17,000 decrease in interest
expense and a decrease in administrative expense and reimbursement to affiliates
of $118,000. The increase in property operations was primarily due to increased
gas and electric expense of approximately $20,000 at the Inducon properties and
an increase in payroll expense at Commercial Park West. Other administrative
expense increased primarily for advertising at Commercial Park West. The
decrease in administrative expense and reimbursement to affiliates of
approximately 22% 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
mortgages.
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
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 and reimbursement 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.
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 loans on the Partnership's properties are fixed
rate and therefore, are not subject to market risk.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- -------------------------------------------
Listed under Item 15 of this report.
8
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- ---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None.
ITEM 9A: CONTROLS AND PROCEDURES
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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,
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:
9
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
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.
10
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 - V
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
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, 2003. The general partners and the executive officers of the
Corporate General Partner, as of December 31, 2003, 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".
11
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 $38,150 and $39,550, 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 $4,914. 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.
12
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.
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-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.
13
(b) Reports on Form 8-K
-------------------
On March 1, 2004, the Partnership filed Form 8-K with the
Securities and Exchange Commission which under item 2 reported the
sale, on February 9, 2004, of The Paddock Building, Inducon East (Phase
I and Phase II) and Inducon East Phase III. The properties were sold to
an unaffiliated entity, for cash of $1,665,000 along with a note from
the buyer in the amount of $185,000 and assumption of approximately
$9,000,000 of outstanding mortgage loans, resulting in a net gain of
approximately $500,000.
(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 March 1, 2004 is
incorporated herein by reference.
14. Code of Ethics is filed herewith.
21. Subsidiaries 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.
14
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 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
15
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,
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 - V and Subsidiaries 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 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.
/s/ TOSKI, SCHAEFER & CO., P.C.
-------------------------------
TOSKI, SCHAEFER & CO., P.C.
Williamsville, New York
March 26, 2004
F-1
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2003 and 2002
Assets 2003 2002
------ ---- ----
Property and equipment, at cost, all held for sale:
Land and improvements $ 2,478,003 2,478,003
Buildings and improvements 21,233,399 21,014,696
Furniture and equipment 15,362 15,362
--------------- -------------
23,726,764 23,508,061
Less accumulated depreciation 9,079,734 9,079,734
--------------- -------------
Net property and equipment 14,647,030 14,428,327
Cash and equivalents 384,781 273,847
Accounts receivable, less allowance for doubtful accounts
of $187,671 in 2003 and $104,936 in 2002 47,213 107,915
Receivables from affiliated parties -- 33,177
Note receivable -- 300,000
Escrow deposits 1,089,282 1,504,548
Deferred mortgage costs, less accumulated amortization
of $250,959 in 2003 and $200,108 in 2002 319,594 370,445
Investment in land 417,473 417,473
Other assets 151,569 197,822
--------------- -------------
Total assets $ 17,056,942 17,633,554
=============== =============
Liabilities and Partners' Equity
--------------------------------
Liabilities:
Mortgage loans payable 14,806,326 15,042,196
Accounts payable and accrued expenses 324,813 143,772
Payable to affiliated parties 572,189 --
Accrued interest payable 98,341 89,639
Security deposits and prepaid rents 149,003 190,944
--------------- -------------
Total liabilities 15,950,672 15,466,551
--------------- -------------
Partners' equity (deficit):
General partners (191,066) (159,244)
Limited partners 1,297,336 2,326,247
--------------- -------------
Total partners' equity 1,106,270 2,167,003
--------------- -------------
Total liabilities and partners' equity $ 17,056,942 17,633,554
=============== =============
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, 2003, 2002 and 2001
2003 2002 2001
---- ---- ----
Income:
Rental $ 1,489,520 3,301,388 4,242,309
Interest and other 795,821 822,235 972,325
----------- ----------- -----------
Total income 2,285,341 4,123,623 5,214,634
----------- ----------- -----------
Expenses:
Property operations 1,425,385 1,866,451 2,204,230
Interest 1,234,545 1,431,869 1,643,099
Administrative:
Affiliated parties 407,729 565,354 696,851
Other 278,415 298,425 270,800
----------- ----------- -----------
Total expenses 3,346,074 4,162,099 4,814,980
----------- ----------- -----------
Income (loss) before gain on sale of property (1,060,733) (38,476) 399,654
Gain on sale of property -- 2,726,821 --
----------- ----------- -----------
Net income (loss) $(1,060,733) 2,688,345 399,654
=========== =========== ===========
Net income (loss) per limited partnership unit $ (48.99) 116.44 18.46
=========== =========== ===========
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, 2003, 2002 and 2001
Limited Partners
General ----------------
Partners Units Amount
-------- ----- ------
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
Net loss (31,822) -- (1,028,911)
---------- ---------- ----------
Balances at December 31, 2003 $ (191,066) 21,002.8 1,297,336
========== ========== ==========
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, 2003, 2002 and 2001
2003 2002 2001
---- ---- ----
Cash flows from operating activities:
Net income (loss) $(1,060,733) 2,688,345 399,654
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Amortization 89,617 97,104 119,011
Gain on sale of property -- (2,726,821) --
Changes in:
Accounts receivable 60,702 (81,288) 25,766
Receivables from affiliated parties 33,177 (33,177) 26,366
Escrow deposits 415,266 (294,781) (252,208)
Other assets 7,487 (46,320) (43,740)
Accounts payable and accrued expenses 128,626 6,771 (36,983)
Payable to affiliated parties 572,189 (6,737) 6,737
Accrued interest payable 8,702 (31,273) (2,055)
Security deposits and prepaid rents (41,941) 40,208 (12,272)
------------ ----------- ----------
Net cash provided by (used in)
operating activities 213,092 (387,969) 230,276
------------ ----------- ----------
Cash flows from investing activities:
Proceeds from sale of property -- 5,867,316 --
Additions to property and equipment (166,288) (86,915) (279,477)
Payments on note receivable 300,000 -- --
------------ ----------- ----------
Net cash provided by (used in)
investing activities 133,712 5,780,401 (279,477)
------------ ----------- ----------
Cash flows from financing activities:
Principal payments on mortgage loans (235,870) (4,930,654) (251,030)
Distributions to partners -- (850,000) --
------------ ----------- ----------
Net cash used in financing activities (235,870) (5,780,654) (251,030)
------------ ----------- ----------
Net increase (decrease) in cash and equivalents 110,934 (388,222) (300,231)
Cash and equivalents at beginning of year 273,847 662,069 962,300
------------ ----------- ----------
Cash and equivalents at end of year $ 384,781 273,847 662,069
============ =========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 1,181,106 1,403,593 1,570,892
============ =========== ==========
Property and equipment financed by
accounts payable $ 55,482 3,067 --
============ =========== ==========
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, 2003, 2002 and 2001
(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. These
properties, which were sold in February 2004 (note 10), are 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.
F-6
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(2) Summary of Significant Accounting Policies, Continued
-----------------------------------------------------
(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 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, 2003, 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 2003, 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-7
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(2) Summary of Significant Accounting Policies, Continued
-----------------------------------------------------
(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 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, 2003.
(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.
F-8
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(2) Summary of Significant Accounting Policies, Continued
-----------------------------------------------------
(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 $799,697 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.
(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.
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.
F-9
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(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 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.
On February 9, 2004, the Partnership sold The Paddock Building, Inducon
East (Phase I and II), and Inducon East Phase III to an unaffiliated entity
for cash of $1,665,000, a $185,000 note from the purchaser, and assumption
of approximately $9,000,000 of outstanding mortgage loans, and recognized a
related gain on the sale amounting to approximately $500,000 (note 10).
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 income or loss and depreciation expense not recorded for the
year ended December 31, 2003 is as follows:
Depreciation
expense
Carrying value Net income not
Property of assets (loss) recorded
-------- --------- ------ --------
The Paddock Building $ 1,795,239 (89,994) 143,000
Commercial Park West 5,009,306 (384,089) 260,000
Inducon East (Phase I and II) 5,576,069 (298,237) 362,000
Inducon East Phase III 2,266,416 87,143 73,000
============= ========= ========
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. In 2003,
the Partnership agreed to accept a payment of $300,000 in principal and
$7,500 in interest as payment in full on this note receivable.
(5) Mortgage Loans Payable
----------------------
Mortgage loans payable are as follows:
Total Balance
Interest monthly December 31,
Property collateral rate Maturity payment 2003 2002
------------------- ---- -------- ------- ---- ----
The Paddock Building 7.70% 2009 $ 12,785 $ 1,565,930 1,597,442
Commercial Park West 8.07% 2029 44,319 5,794,170 5,849,460
Inducon East (Phase I and II) 7.74% 2009 46,827 5,718,296 5,832,772
Inducon East Phase III 7.74% 2009 14,150 1,727,930 1,762,522
====== ------------ ----------
$ 14,806,326 15,042,196
============ ==========
On February 9, 2004, the Partnership sold The Paddock Building, Inducon
East (Phase I and II), and Inducon East Phase III to an unaffiliated entity
which assumed the outstanding mortgage loans on these properties (note 10).
The aggregate outstanding principal balance on these mortgage loans
amounted to $9,012,156 at December 31, 2003.
The aggregate maturities of the mortgages for each of the five years
following 2003 and thereafter, assuming principal payments are not
accelerated and excluding the properties subsequently sold on February 9,
2004, are as follows:
2004 $ 59,987
2005 65,083
2006 70,613
2007 76,612
2008 83,121
Thereafter 5,438,754
--------------
$ 5,794,170
==============
(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.
F-11
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(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:
2003 2002 2001
---- ---- ----
Property management fees based on a percent-
age (generally 3-6%) of rental income $ 127,276 227,942 343,512
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 280,453 337,412 353,339
---------- ------- -------
$ 407,729 565,354 696,851
========== ======= =======
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, 2003, 2002, and 2001.
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.
F-12
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(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, excluding the properties subsequently sold on February 9,
2004, are as follows:
2004 $ 559,975
2005 359,003
2006 330,490
2007 246,040
2008 191,873
============
(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-13
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(10) Subsequent Event - Sale of Properties
-------------------------------------
On February 9, 2004, the Partnership sold four of its commercial
properties, The Paddock Building, Inducon-East Phase I, Inducon-East Phase
II and Inducon-East Phase III, to an unaffiliated entity. The sale was for
cash of $1,665,000, of which $300,000 was placed into an escrow account,
along with a note from the purchaser in the amount of $185,000 and
assumption of approximately $9,000,000 of outstanding mortgage loans,
resulting in a net gain of approximately $500,000. The $300,000 escrow was
established to provide a negative cash flow or operating reserve for the
next 12 months after closing. At the end of the 12 month period, the buyer
agrees to release the balance of the escrow to the Partnership with the
understanding that the amount to be paid to the Partnership at that time
shall not be less than $150,000, and if the balance of the escrow reserve
is less than $150,000, the buyer agrees to pay the difference between the
balance of the escrow account and $150,000 to the Partnership. After
transfer of the $9,000,000 in mortgage loans on the properties and payment
of closing costs, the net cash proceeds available amounted to approximately
$1,250,000, before satisfaction of any remaining obligations related to the
properties. The proceeds will be used to satisfy remaining net liabilities.
F-14
Schedule III
------------
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Real Estate and Accumulated Depreciation
December 31, 2003
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 $ 1,565,930 261,000 2,902,324 447,504 276,302 3,334,526 3,610,828 1,815,589
Commercial Park West
Durham, NC 5,794,170 800,000 5,191,538 1,787,430 1,104,843 6,674,125 7,778,968 2,769,662
Inducon East
Amherst, NY 5,718,296 177,709 -- 9,448,226 955,458 8,670,477 9,625,935 4,059,084
Inducon East Phase III
Amherst, NY 1,727,930 141,400 -- 2,554,271 141,400 2,554,271 2,695,671 433,864
----------- --------- ---------- ----------- ---------- ----------- ----------- ----------
Total $14,806,326 1,380,109 8,093,862 14,237,431 2,478,003 21,233,399 23,711,402 9,078,199
=========== ========= ========== =========== ========== =========== =========== ==========
(RESTUBBED TABLE)
Life
on which
depreciation
in latest
Date statement of
Property of Date operations
Description 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, 2001 through
December 31, 2003.
F-15
Schedule III, Cont.
-------------------
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Real Estate and Accumulated Depreciation
December 31, 2003, 2002 and 2001
(1) Cost for Federal income tax purposes is $23,711,402.
(2) A reconciliation of the carrying amount of land and buildings for the years
ended December 31, 2003, 2002 and 2001 follows:
2003 2002 2001
---- ---- ----
Balance at beginning of year $ 23,492,699 29,474,176 29,237,725
Additions 218,703 77,889 236,451
Dispositions (5) -- (6,059,366) --
------------- ------------ ------------
Balance at end of year $ 23,711,402 23,492,699 29,474,176
============= ============ ============
(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 $ 9,078,199 11,855,718 11,855,718
Dispositions (5) -- (2,777,519) --
------------- ------------ ------------
Balance at end of year (4) $ 9,078,199 9,078,199 11,855,718
============= ============ ============
(4) Balance applies entirely to buildings and improvements.
(5) Sale of Camelot East Apartments in 2002.
F-16