UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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, 2004
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( ) 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
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, 2004, the Partnership, either directly or through limited
liability, wholly owned subsidiary companies, owned a 115,000 square foot office
complex in Durham, North Carolina (Commercial Park West). Additionally, at
December 31, 2004, the Partnership owned 96 acres of vacant land in Amherst, New
York. 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 properties, Commercial
Park West and the vacant land, are 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, 2004, 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, 2004 were employees of the
Corporate General Partner or its affiliates.
The occupancy for each complex as of December 31 was as follows:
2004 2003 2002
---- ---- ----
The Paddock Building - 75% 57%
Commercial Park West 50% 38% 68%
Inducon East - 52% 65%
Inducon East Phase III - 82% 96%
2
The percent of total Partnership revenue generated by each complex for
the last three years was as follows:
2004 2003 2002
---- ---- ----
Camelot East Apartments - - 19%
The Paddock Building 1% 12% 7%
Commercial Park West 95% 34% 35%
Inducon East 3% 35% 28%
Inducon East Phase III 1% 19% 11%
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, 2004:
Property Name
and Location General Character of Property Purchase Date
------------ ----------------------------- -------------
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, 2004 of
$5,735,563, maturing in 2029.
Transit Road Land 96 acres of land zoned for general business/ December 1988
Amherst, New York retail and multi-family use.
ITEM 3: LEGAL PROCEEDINGS
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As previously reported, the Partnership, as a nominal defendant, the
general partners of the Partnership and of affiliated public partnerships (the
"Realmark Partnerships") and the officers and directors of the Corporate General
Partner, as defendants, had been involved in a class action litigation at the
state court level regarding the payment of fees and other management issues.
On August 29, 2001, the parties entered into a Stipulation of
Settlement (the "Settlement"). On October 4, 2001, the Court issued an "Order
Preliminary Approving Settlement" (the "Hearing Order") and on November 29,
2001, the Court issued an "Order and Final Judgment Approving Settlement and
Awarding Fees and Expenses" and dismissing the complaints with prejudice. The
Settlement provided, among other things, that all of the Realmark Partnerships'
properties be disposed of. The general partners will continue to have primary
authority to dispose of the Partnerships' properties. If either (i) the general
partners have not sold or contracted to sell 50% of the Partnerships' properties
(by value) by April 2, 2002 or (ii) the general partners have not sold or
contracted to sell 100% of the Partnerships' properties by September 29, 2002,
then the primary authority to dispose of the Partnerships' properties will pass
to a sales agent designated by plaintiffs' counsel and approved by the Court. On
October 4, 2002, the Court appointed a sales agent to work with the general
partners to continue to sell the Partnership's remaining properties.
3
The settlement also provided for the payment by the Partnerships of
fees to the plaintiffs' attorneys. These payments, which are not calculable at
this time but may be significant, are payable out of the proceeds from the sale
of all of the properties owned by all of the Realmark Partnerships, following
the sale of the last of these properties in each partnership. Plaintiffs'
counsel will receive 15% of the amount by which the sales proceeds distributable
to limited partners in each partnership exceeds the value of the limited
partnership units in each partnership (based on the weighted average of the
units' trading prices on the secondary market as reported by Partnership
Spectrum for the period May through June 2001). In no event may the increase on
which the fees are calculated exceed 100% of the market value of the units as
calculated above.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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None.
PART II
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ITEM 5: MARKET FOR REGISTRANT'S UNITS OF LIMITED PARTNERSHIP INTEREST
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There is currently no active trading market for the units of limited
partnership interest of the Partnership and it is not anticipated that any will
develop in the future. Accordingly, information as to the market value of a unit
at any given date is not available. As of December 31, 2004, there were 1,909
record holders of units of limited partnership interest.
The Partnership is a limited partnership and, accordingly, does not pay
dividends. It does, however, make distributions of cash to its partners. The
partnership agreement provides for the distribution to the partners of net cash
flow from operations. In connection with the pending sale of the Partnership's
properties (Item 3), it is anticipated that there will be no future
distributions of net cash flow from operations. All future distributions of net
cash from sales proceeds will be distributed, to the extent available, 100% to
the limited partners until there has been a return of the limited partner's
capital contribution plus an amount sufficient to provide a 7%, not compounded,
return on their adjusted capital contributions for all years following the
termination of the offering of the units. It is anticipated that there will not
be sufficient cash flow from the sale of the Partnership's remaining properties
to provide this return to the limited partners.
The gain on the sale of the properties will be allocated in the same
proportions as distributions of distributable cash from sale proceeds
(anticipated to be 100% to the limited partners). In the event there is no
distributable cash from sale proceeds, taxable income will be allocated 87% to
the limited partners and 13% to the general partners. Any tax loss arising from
a sale will be allocated 97% to the limited partners and 3% to the general
partners. The above is subject to tax laws that were applicable at the time of
the formation of the Partnership and may be adjusted due to subsequent changes
in the Internal Revenue Code.
4
ITEM 6: SELECTED FINANCIAL DATA
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At or for the years ended December 31,
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2004 2003 2002 2001 2000
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Balance sheet data
Net rental property $ 5,850,471 15,064,503 14,845,800 18,051,974 17,398,050
Total assets 6,391,160 17,056,942 17,633,554 20,818,089 20,757,064
Mortgage loans payable 5,735,563 14,806,326 15,042,196 19,972,850 20,223,880
Partners' equity (deficit) 293,479 1,106,270 2,167,003 328,658 (70,996)
=================================================================================
Operating data
Rental income 523,725 1,489,520 3,301,388 4,242,309 4,505,231
Other income 358,383 795,821 822,235 972,325 881,638
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Total revenue 882,108 2,285,341 4,123,623 5,214,634 5,386,869
---------------------------------------------------------------------------------
Property operating costs 902,913 1,425,385 1,866,451 2,204,230 2,108,079
Depreciation - - - - 1,045,409
Interest expense 481,607 1,234,545 1,431,869 1,643,099 1,663,018
Administrative expenses 562,949 686,144 863,779 967,651 809,490
---------------------------------------------------------------------------------
Total expenses 1,947,469 3,346,074 4,162,099 4,814,980 5,625,996
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Income (loss) before gain on
sale of property (1,065,361) (1,060,733) (38,476) 399,654 (239,127)
Gain on sale of property 252,570 - 2,726,821 - -
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Net income (loss) $ 812,791 (1,060,733) 2,688,345 399,654 (239,127)
=================================================================================
Cash flow data
Net cash provided (used) by:
Operating activities (728,358) 213,092 (387,969) 230,276 579,465
Investing activities 402,184 133,712 5,780,401 (279,477) (387,583)
Financing activities (58,607) (235,870) (5,780,654) (251,030) (234,226)
---------------------------------------------------------------------------------
Net increase (decrease) in cash
and equivalents $ (384,781) 110,934 (388,222) (300,231) (42,344)
=================================================================================
Per limited partnership unit:
Net income (loss) $ (38.74) (48.99) 116.44 18.46 (11.04)
Distributions $ - - 40.47 - -
=================================================================================
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 experienced a decrease in cash of
approximately $385,000 in 2004, and again relied on cash from related parties in
order to provide sufficient cash flow to meet the Partnership's operating
obligations. The Partnership made no distributions to partners in 2004 or 2003.
5
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, excluding Inducon East,
Inducon East Phase II and the Paddock Building (the "Sold Assets") which were
sold in February 2004 and excluding Camelot East (the "Sold Assets") which was
sold in July 2002, produced a net loss of $957,568 for the year ended December
31, 2004. The results compare to a net loss excluding the Sold Assets of
$759,647 in 2003, and a net loss, excluding the Sold Assets of $46,633 in 2002.
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.
2004 as compared to 2003
- ------------------------
As discussed previously, the Partnership has one remaining property,
Commercial Park West, which experienced a decrease in rental income of
approximately 1% for the year ended December 31, 2004 as compared to 2003.
Total expenses for the year ended December 31, 2004 increased
approximately $192,000 as compared to 2003, excluding the Sold Assets. The
property operations expenses at Commercial Park West increased approximately
$212,000 due to increases in payroll of approximately $120,000, utilities of
$16,000 contracted repairs and maintenance of approximately $71,000 and real
estate taxes of approximately $5,000. Other administrative expenses increased
$50,000 due to increases in legal expenses of approximately $15,000, advertising
of approximately $12,000, travel and entertainment of $9,000 and other
administrative expenses of $14,000. The increase in overall expenses was set off
by decreases in administrative expense and reimbursement to affiliates of
approximately $64,000 due to a decrease in portfolio reimbursed expenses.
Interest expense also decreased $6,000 due to a decrease in the principal
balance on the Commercial Park West mortgage.
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
6
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.
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.
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
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Listed under Item 15 of this report.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- ---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None.
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.
7
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, 2004, are listed below. Each
director is subject to election on an annual basis.
Title of All Positions Held with
Name the Corporate General Partner Year First Elected to Position
- ---- ----------------------------- ------------------------------
Joseph M. Jayson Chairman of the Board, President 1979
and Treasurer
Judith P. Jayson Vice President and Director 1979
Joseph M. Jayson and Judith P. Jayson are married to each other.
The Directors and Executive Officers of the Corporate General Partner
and their principal occupations and affiliations during the last five years or
more are as follows:
Joseph M. Jayson, age 66, 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 42 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 42 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 23 years, Mr. Jayson and an affiliate have also engaged in
developmental drilling for gas and oil.
8
Judith P. Jayson, age 64, 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 33 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 - V
Attention: Investor Relations
2350 North Forest Road
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, 2004. 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.
9
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, 2004. The general partners and the executive officers of the
Corporate General Partner, as of December 31, 2004, owned 17 units of limited
partnership interest. The general partners and affiliates will receive their
proportionate share, as limited partners, of any distributable proceeds from the
sale of the properties.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------
The properties of the Partnership's subsidiaries are managed by
Realmark Corporation, an affiliate of the Partnership's corporate general
partner, for a fee of generally 5% of annual net rental income of the
properties. Realmark Corporation and the Corporate General Partner are also
reimbursed for disbursements made on behalf of the Partnership. Those
transactions are further described, and quantified, in the note to the
consolidated financial statements entitled "Related Party Transactions".
ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES
- -------- --------------------------------------
Audit Engagement: Toski, Schaefer & Co., P.C. was engaged as the Partnership's
independent auditor for years 2004 and 2003. All fees incurred for the years
ended December 31, 2004 and 2003 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, 2004 and
2003 totaled $42,000 and $38,150, respectively.
Audit-Related Fees: None.
Tax Fees: The Partnership engaged Toski, Schaefer & Co., P.C. to provide tax
filing and compliance services during the years ended December 31, 2004, and
2003. The fees for these services amounted to $5,435 and $4,914 respectively.
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 2004 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 2004 and 2003, 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, 2004.
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, 2004 and 2003 F-2
Consolidated Statements of Operations for the years ended
December 31, 2004, 2003 and 2002 F-3
Consolidated Statements of Partners' Equity for the years
ended December 31, 2004, 2003 and 2002 F-4
Consolidated Statements of Cash Flows for the years ended
December 31, 2004, 2003 and 2002 F-5
Notes to Consolidated Financial Statements F-6
FINANCIAL STATEMENT SCHEDULE
----------------------------
(i) Schedule III - Real Estate and Accumulated Depreciation F-14
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) 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.
14. Code of Ethics filed December 31, 2003 is incorporated herein by
reference.
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.
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 - V
By: /s/Joseph M. Jayson March 31, 2005
------------------- --------------
JOSEPH M. JAYSON, Date
Individual General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: REALMARK PROPERTIES, INC.
Corporate General Partner
/s/ Joseph M. Jayson March 31, 2005
------------------- --------------
JOSEPH M. JAYSON, Date
President, Treasurer and Director
/s/ Judith P. Jayson March 31, 2005
------------------- --------------
JUDITH P. JAYSON, Date
Vice President and Director
13
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,
2004 and 2003, and the related consolidated statements of operations, partners'
equity, and cash flows for each of the three years in the period ended December
31, 2004. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Partnership is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances but not for the purpose of expressing an
opinion on the effectiveness of the Partnership's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, 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, 2004 and
2003, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2004, 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 8 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 29, 2005
F-1
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2004 and 2003
Assets 2004 2003
------ ---- ----
Property and equipment, at cost, all held for sale:
Land and improvements $ 1,522,316 2,895,476
Buildings and improvements 7,097,817 21,233,399
Furniture and equipment -- 15,362
------------ -----------
8,620,133 24,144,237
Less accumulated depreciation 2,769,662 9,079,734
------------ -----------
Net property and equipment 5,850,471 15,064,503
Cash and equivalents -- 384,781
Accounts receivable, less allowance for doubtful accounts
of $187,671 in 2003 60,855 47,213
Receivables from affiliated parties 125,782 --
Escrow deposits 222,444 1,089,282
Deferred mortgage costs, less accumulated amortization
of $33,085 in 2004 and $250,959 in 2003 90,985 319,594
Other assets 40,623 151,569
------------ -----------
Total assets $ 6,391,160 17,056,942
============ ==========
Liabilities and Partners' Equity
--------------------------------
Liabilities:
Mortgage loans payable 5,735,563 14,806,326
Accounts payable and accrued expenses 259,263 324,813
Payable to affiliated parties -- 572,189
Accrued interest payable 39,858 98,341
Security deposits and prepaid rents 62,997 149,003
------------ -----------
Total liabilities 6,097,681 15,950,672
------------ -----------
Partners' equity (deficit):
General partners (190,193) (191,066)
Limited partners 483,672 1,297,336
------------ -----------
Total partners' equity 293,479 1,106,270
------------ -----------
Total liabilities and partners' equity $ 6,391,160 17,056,942
============ ===========
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, 2004, 2003 and 2002
2004 2003 2002
---- ---- ----
Income:
Rental $ 523,725 1,489,520 3,301,388
Interest and other 358,383 795,821 822,235
----------- ----------- ----------
Total income 882,108 2,285,341 4,123,623
----------- ----------- ----------
Expenses:
Property operations 902,913 1,425,385 1,866,451
Interest 481,607 1,234,545 1,431,869
Administrative:
Affiliated parties 260,657 407,729 565,354
Other 302,292 278,415 298,425
----------- ----------- ----------
Total expenses 1,947,469 3,346,074 4,162,099
----------- ----------- ----------
Loss before gain on sale of properties (1,065,361) (1,060,733) (38,476)
Gain on sale of properties 252,570 -- 2,726,821
----------- ----------- ----------
Net income (loss) $ (812,791) (1,060,733) 2,688,345
=========== =========== ==========
Net income (loss) per limited partnership unit $ (38.74) (48.99) 116.44
=========== =========== ==========
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, 2004, 2003 and 2002
Limited Partners
General ----------------
Partners Units Amount
-------- ----- ------
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
Net income (loss) 873 -- (813,664)
---------- ------- ----------
Balances at December 31, 2004 $ (190,193) 21,002.8 483,672
========== ======= ==========
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, 2004, 2003 and 2002
2004 2003 2002
---- ---- ----
Cash flows from operating activities:
Net income (loss) $ (812,791) (1,060,733) 2,688,345
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Amortization 52,262 89,617 97,104
Gain on sale of property (252,570) -- (2,726,821)
Changes in:
Accounts receivable (13,642) 60,702 (81,288)
Receivables from affiliated parties (125,782) 33,177 (33,177)
Escrow deposits 866,838 415,266 (294,781)
Other assets 339,555 7,487 (46,320)
Accounts payable and accrued expenses (65,550) 128,626 6,771
Payable to affiliated parties (572,189) 572,189 (6,737)
Accrued interest payable (58,483) 8,702 (31,273)
Security deposits and prepaid rents (86,006) (41,941) 40,208
---------- ---------- ----------
Net cash provided by (used in)
operating activities (728,358) 213,092 (387,969)
---------- ---------- ----------
Cash flows from investing activities:
Proceeds from sale of property 825,876 -- 5,867,316
Additions to property and equipment (423,692) (166,288) (86,915)
Payments on note receivable -- 300,000 --
---------- ---------- ----------
Net cash provided by investing
activities 402,184 133,712 5,780,401
---------- ---------- ----------
Cash flows from financing activities:
Principal payments on mortgage loans (58,607) (235,870) (4,930,654)
Distributions to partners -- -- (850,000)
---------- ---------- ----------
Net cash used in financing
activities (58,607) (235,870) (5,780,654)
---------- ---------- ----------
Net increase (decrease) in cash and equivalents (384,781) 110,934 (388,222)
Cash and equivalents at beginning of year 384,781 273,847 662,069
---------- ---------- ----------
Cash and equivalents at end of year $ -- 384,781 273,847
========== ========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 540,090 1,181,106 1,403,593
========== ========== ==========
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, 2004, 2003 and 2002
(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 owed four commercial properties. These
properties, which were sold in February 2004, 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.
(b) Estimates
-------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
F-6
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(2) Summary of Significant Accounting Policies, Continued
- ----------------------------------------------------------
(c) Property and Equipment
--------------------------
Property and equipment are recorded at cost. Depreciation is provided
using the straight-line method over the estimated useful lives of the
assets, from 5 to 25 years. Significant improvements are capitalized,
while expenditures for maintenance, repairs and replacements are
charged to expense as incurred. Upon disposal of depreciable property,
the appropriate property accounts are reduced by the related costs and
accumulated depreciation and gains and losses are reflected in the
consolidated statements of operations.
The Partnership reviews long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying amount of
the assets may not be recoverable. In determining whether there is an
impairment of long-lived assets, the Partnership compares the sum of
the expected future net cash flows (undiscounted and without interest
charges) to the carrying amount of the assets. At December 31, 2004, 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.
The remaining property was for sale in 2004, 2003, and 2002.
(d) Cash and Equivalents
------------------------
Cash and equivalents include money market accounts and any highly
liquid debt instruments purchased with a maturity of three months or
less.
(e) Deferred Mortgage Costs
---------------------------
Costs incurred in obtaining mortgage financing are deferred and
amortized using the straight-line method over the life of the
respective mortgage.
(f) Rental Income
-----------------
Rental income is recognized as earned according to the terms of the
leases. Leases for residential properties are generally for periods of
one year or less, payable monthly. Commercial leases are generally for
periods of one to five years. Delinquent residential property rent is
not recorded.
F-7
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(2) Summary of Significant Accounting Policies, Continued
- ----------------------------------------------------------
(g) Per Unit Data
-----------------
Per limited partnership unit data is based on the weighted average
number of limited partnership units outstanding for the year.
(h) Fair Value of Financial Instruments
---------------------------------------
The fair value of the Partnership's financial instruments approximated
their carrying values at December 31, 2004.
(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 8), it is
anticipated that there will be no future distributions of net cash flow
from operations. Sale or refinancing proceeds are distributed to the
extent available, 100% to the limited partners until there has been a
return of the limited partners capital contribution plus an amount
sufficient to provide a 7%, not compounded, return on their adjusted
capital contributions for all years following the termination of the
offering of the units. It is anticipated that there will not be
sufficient cash flow from the sale of the Partnership's remaining
properties to provide this return to the limited partners.
(j) Income Taxes
----------------
No income taxes are included in the consolidated financial statements
since the taxable income or loss of the Partnership is reportable by
the partners on their income tax returns. At December 31, 2004, net
assets for financial reporting purposes were $124,819 less than the tax
bases of the net assets.
(k) Segment Information
-----------------------
The Partnership's operating segments all involve the ownership and
operation of income-producing real property, and are aggregated into
one reporting segment.
F-8
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(2) Summary of Significant Accounting Policies, Continued
- ----------------------------------------------------------
(l) Recent Pronouncements
-------------------------
In April 2004, the EITF released Issue No. 03-06, "Participating
Securities and the Two Class Method under SFAS No. 128, Earnings per
Share", which addressed a number of questions regarding the computation
of earnings per share by companies that have issued securities other
than common stock that contractually entitle the holder to participate
in dividends and earnings of the company when, and if, it declares
dividends on its common stock. It requires that undistributed earnings
for the period be allocated to a participating security based on the
contractual participation rights of the security to share in those
earnings as if all the earnings for the period had been distributed in
calculating earnings per share. EITF Issue No. 03-06 is effective for
fiscal periods beginning after March 15, 2004. It requires that prior
period earnings per share amounts be restated to ensure comparability
year over year. The adoption of EITF Issue No. 03-06 did not have an
impact on the Partnership's financial position, results of operations
or cash flows.
In November 2004, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No.151,
"Inventory Costs, an amendment of ARB No. 43, Chapter 4". The standard
requires that abnormal amounts of idle capacity and spoilage costs
should be excluded from the cost of inventory and expensed when
incurred. The provision is effective for fiscal periods beginning after
June 15, 2005. The Partnership does not believe this pronouncement will
have a material effect on its financial position, results of operations
or cash flows.
In December 2004, the FASB issued SFAS 153, "Exchanges of Nonmonetary
Assets, an amendment of APB No. 29, Accounting for Nonmonetary
Transactions." SFAS 153 requires exchanges of productive assets to be
accounted for at fair value, rather than at carryover basis, unless (1)
neither the asset received nor the asset surrendered has a fair value
that is determinable within reasonable limits or (2) the transactions
lack commercial substance. SFAS 153 is effective for nonmonetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005.
The Partnership does not believe this pronouncement will have a
material effect on its financial position, results of operations or
cash flows.
In December 2004, the FASB released its final revised standard, SFAS
No. 123R, "Share-Based Payment." SFAS 123R requires that a public
entity measure the cost of equity based service awards based on the
grant-date fair value of the award. That cost will be recognized over
the period during which an employee is required to provide service in
exchange for the award or the vesting period. No compensation cost is
recognized for equity instruments for which employees do not render the
requisite service. A public entity will initially measure the cost of
liability based service awards based on its current fair value; the
fair value of that award will be remeasured subsequently at each
reporting date through the settlement date. Changes in fair value
F-9
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(2) Summary of Significant Accounting Policies, Continued
- ----------------------------------------------------------
during the requisite service period will be recognized as compensation
cost over that period. Adoption of SFAS 123R is required for fiscal
periods beginning after June 15, 2005. The Partnership does not believe
this pronouncement will have a material effect on its financial
position, results of operations or cash flows.
(n) Reclassifications
---------------------
Reclassifications have been made to 2003 and 2002 amounts to conform
them to the 2004 presentation.
(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.
The Partnership owns approximately 96 acres of vacant land in Amherst,
New York carried at its cost of $417,473.
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.
F-10
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(3) Investments in Real Estate, Continued
- ------------------------------------------
The carrying value of the assets as of December 31, 2004, and the property
net loss and depreciation expense not recorded for the year ended December
31, 2004 is as follows:
Depreciation
expense
Carrying value Net not
Property of assets loss recorded
-------- --------- ---- --------
Commercial Park West $ 5,432,998 649,100 270,000
============== ======= =======
(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 2004 2003
------------------- ---- -------- ------- ---- ----
The Paddock Building 7.70% 2009 $ 12,785 $ - 1,565,930
Commercial Park West 8.07% 2029 44,319 5,735,563 5,794,170
Inducon East (Phase I and II) 7.74% 2009 46,827 - 5,718,296
Inducon East Phase III 7.74% 2009 14,150 - 1,727,930
------------- ----------
$ 5,735,563 14,806,326
============= ==========
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. 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 2004 and thereafter, assuming principal payments are not
accelerated are as follows:
2005 $ 65,039
2006 70,564
2007 76,559
2008 83,064
2009 90,121
Thereafter 5,350,216
------------
$ 5,735,563
============
F-11
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(6) 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:
2004 2003 2002
---- ---- ----
Property management fees based on a percent-
age (generally 6%) of rental income $ 36,539 127,276 227,942
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 224,118 280,453 337,412
----------- --------- ---------
$ 260,657 407,729 565,354
=========== ========= =========
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, 2004, 2003, and 2002.
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
(7) Leases
- -----------
In connection with its commercial property, 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
2005 $ 519,819
2006 412,116
2007 329,746
2008 239,570
2009 101,945
(8) 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
Schedule III
------------
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Real Estate and Accumulated Depreciation
December 31, 2004
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
- ----------- ------------ ------------ ------------ ----------- ------------ ------------ ----- ------------
Commercial Park West
Durham, NC $ 5,735,563 800,000 5,191,538 1,787,430 1,104,843 7,097,817 8,202,660 2,769,662
Transit Road Land
Amherst, NY - 234,000 - 183,473 417,473 - 417,473 -
------------ --------- --------- ---------- - ------- --------- --------- ---------
$ 5,735,563 1,034,000 5,191,538 1,970,903 1,522,316 7,097,817 8,620,133 2,769,662
============ ========= ========= ========== ========= ========= ========= =========
(RESTUBBED TABLE)
Life
on which
depreciation
in latest
Date statement of
Property of Date operations
Description construction acquired is computed
- ----------- ------------ -------- -----------
Commercial Park West
Durham, NC 1991 6/91 - *
Transit Road Land
Amherst, NY - 12/88 -
===== ===== ====
*In accordance with Statement of Financial Accounting Standards No. 144, no
depreciation was recorded during the disposal period, January 1, 2001 through
December 31, 2004.
F-14
Schedule III, Cont.
-------------------
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
AND SUBSIDIARIES
Real Estate and Accumulated Depreciation
December 31, 2004, 2003 and 2002
(1) Cost for Federal income tax purposes is $8,620,133
(2) A reconciliation of the carrying amount of land and buildings for the years
ended December 31, 2004, 2003 and 2002 follows:
2004 2003 2002
---- ---- ----
Balance at beginning of year $ 24,128,875 23,910,172 29,891,649
Additions - 218,703 77,889
Dispositions (5) (15,508,742) - (6,059,366)
------------- ----------- ----------
Balance at end of year $ 8,620,133 24,128,875 23,910,172
============= =========== ==========
(3) A reconciliation of accumulated depreciation for the years ended December
31, 2004, 2003 and 2002 is as follows:
2004 2003 2002
---- ---- ----
Balance at beginning of year $ 9,078,199 9,078,199 11,855,718
Dispositions (5) (6,308,537) - (2,777,519)
------------- --------- ----------
Balance at end of year (4) $ 2,769,662 9,078,199 9,078,199
============= ========= ==========
(4) Balance applies entirely to buildings and improvements.
(5) Sale of Camelot East Apartments in 2002 and sale of The Paddock
Building, Inducon East Phase I, Inducon East Phase II and Inducon East
Phase III in 2004.
F-15