Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2013
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number: 0-16561
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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
(Exact name of registrant as specified in its charter)
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Delaware
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16-1275925
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(State of organization)
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(IRS Employer Identification No.)
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2350 North Forest Road, Getzville, New York 14068
(Address of principal executive offices)
(716) 636-9090
(Registrant’s telephone number)
Indicate by 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 check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files) Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer (Do not check if a smaller reporting company) [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [X]
Condensed Balance Sheet
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(Unaudited)
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September 30,
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December 31,
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Assets
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2013
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2012
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Property and equipment, at cost
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$ |
2,329,390
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$ |
2,316,190
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Less accumulated depreciation
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(1,739,141)
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(1,678,620.00)
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590,249
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637,570
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Cash
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300
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236
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Accounts receivable, net
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2,583
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1,927
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Other assets
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-
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6,549
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Total assets
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$ |
593,132
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$ |
646,282
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Liabilities and Partners' Deficit
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|||||
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Senior secured loan and accrued interest payable to affiliated party
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1,546,076
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1,521,076
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Payables to affiliated parties
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1,696,119
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1,534,118
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Accounts payable and accrued expenses
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102,515
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148,512
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Note payable and accrued interest
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116,891
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112,507
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Security deposits and prepaid rent
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30,512
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25,920
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Partners' deficit
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(2,898,981)
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(2,695,851)
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Total liabilities and partners' deficit
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$ |
593,132
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$ |
646,282
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See accompanying notes to the Financial Statements
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2
| Condensed Consolidated Statements of Operations | ||||||||||||
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Three months ended September 30,
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Nine months ended September 30,
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| 2013 | 2012 |
2013
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2012
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Rental income
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$
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95,943
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$ |
79,403
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$
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276,788
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$
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218,145
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Interest and other
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33
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985
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893
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3,216
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Total income
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95,976
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80,388
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277,681
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221,361
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Property operating costs
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100,212
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88,320
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290,474
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235,368
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Other administrative expenses
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2,509
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16,694
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22,836
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51,184
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Administrative expense - affiliates
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5,500
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10,925
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28,337
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32,644
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Interest - affiliates
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25,000
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22,326
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74,259
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105,219
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Interest
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366
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9,557
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4,384
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9,557
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Depreciation
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20,049
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20,049
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60,521
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60,555
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Total expenses
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153,670
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167,871
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480,811
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494,527
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Net loss
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$
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(57,694)
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$
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(87,483)
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$
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(203,130)
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$
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(273,166)
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Net loss per limited partnership unit
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$
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(1.51)
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$
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(4.04)
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$
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(8.23)
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$
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(12.62)
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Weighted average limited partnership
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units outstanding
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21,003
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21,003
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21,003
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21,003
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See accompanying notes to the Financial Statements
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3
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Condensed Statements of Cash Flows
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(Unaudited)
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Nine months ended September 30,
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| 2013 |
2012
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Cash provided by (used in):
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Operating activities:
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Net loss
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$
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(203,130)
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$ |
(273,166)
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Adjustments:
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Depreciation
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60,521
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60,555
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Changes in assets and liabilities
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(31,128)
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(151,195)
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Net cash used in operating activities
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(173,737)
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(363,806)
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Cash flows from investing activities:
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Additions to property and equipment
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(13,200)
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(30,893)
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Cash flows from financing activities:
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Payables to affiliate parties
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187,001
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394,189
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Net increase (decrease) in cash and equivalents
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64
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(510)
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Cash equivalents at beginning of period
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236
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810
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Cash equivalents at end of period
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$
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300
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$
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300
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See accompanying notes to the Financial Statements
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Nine months ended September 30, 2013 and 2012
(Unaudited)
Organization
Realmark Property Investors Limited Partnership - V (the Partnership), a Delaware limited partnership, was formed on February 28, 1986, to invest in a diversified portfolio of income-producing real estate investments. The general partners are Realmark Properties, Inc. (the corporate general partner) and Joseph M. Jayson (the individual general partner). Joseph M. Jayson is the sole shareholder of J.M. Jayson & Company, Inc. Realmark Properties, Inc. is a wholly-owned subsidiary of J.M. Jayson & Company, Inc. Under the partnership agreement, the general partners and their affiliates can receive compensation for services rendered and reimbursement for expenses incurred on behalf of the Partnership.
Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation, have been included. The Partnership’s significant accounting policies are set forth in its December 31, 2012 Form 10-K. The interim financial statements should be read in conjunction with the financial statements included therein. The interim results should not be considered indicative of the annual results.
Going Concern
The accompanying financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Partnership has experienced negative cash flows from operations in recent years, and had an accumulated partners’ deficit at September 30, 2013 of approximately $2.9 million. The Partnership has funded its activities in recent years generally with advances from affiliated parties. Management intends to meet its operating cash flow requirements by increasing the occupancy of the Partnership’s real estate asset, and preparing the property for a sale at a reasonable price. Until the property achieves a break-even cash flow, advances from affiliates will be required to maintain operations. While management believes that it will be successful in obtained increased occupancy and selling the property, the Partnership cannot be certain that it will be able to obtain these objectives. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Property and Equipment
Two of the three buildings of the office complex known as Commercial Park West in Durham, North Carolina were sold in December 2006. The mortgage on the buildings was paid off in the amount of $5,606,725 at the closing date with the sales proceeds and an advance from an affiliate in the amount of $790,000. At September 30, 2013, the Partnership owned and operated the one remaining building at the complex known as Commercial Park West.
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PART I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
As a result of the operating loss at Commercial Park West, the Partnership relied on cash advances from affiliates of the general partner to fund operations during the first nine months of 2013. In accordance with the settlement of the lawsuit (Part II, Item 1), it is anticipated that with the sale of the remaining property, the Partnership may be in a position to make distributions to the limited partners.
Results of Operations
As compared to the first nine months of 2012, the Partnership’s loss decrease approximately $70,000 from a loss of $273,000 in 2012 to a loss of $203,000 in 2013.
As compared to the first nine months of 2012, rental income at Commercial Park West increased approximately $59,000 for the nine months ended September 30, 2013 due to a decrease in vacancies.
As compared to the first nine months of 2012, total expenses were consistent in 2013. Property operations increased approximately $55,000 due to repairs during the first nine months of 2013 not incurred in 2012. Administrative expense to affiliates and other administrative expenses decreased approximately $33,000. Interest expense decreased approximately $31,000.
PART I - Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Partnership’s cash equivalents are short-term, non-interest bearing bank accounts.
PART I - Item 4. Controls and Procedures
Disclosure Controls and Procedures: The Partnership’s management, with the participation of the Partnership’s Individual General Partner, Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, the Partnership’s Individual General Partner, Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.
Internal Control Over Financial Reporting: There have been no significant changes in the Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting. Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2013. In making this assessment, our management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
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Item 1. Legal Proceedings
As previously reported, the Partnership, as a nominal defendant, the General Partners of the Partnership and of affiliated public partnerships (the “Realmark Partnerships”) and the officers and directors of the Corporate General Partner, as defendants, had been involved in a class action litigation in New York State court. The Partnership’s settlement of this litigation is described in its Annual Report on Form 10-K for the year ended December 31, 2012.
Item 5. Other Information
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(a)
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Reports on Form 8-K None.
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Item 6. Exhibits
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Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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| 32. |
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL Instance Document*
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101.SCH
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XBRL Taxonomy Extension Schema Document*
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document*
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document*
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document*
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document*
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| * In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.” | ||
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
REALMARK PROPERTY INVESTORS LIMITED PARTNERHIP - V
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November 19, 2013
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/s/ Joseph M. Jayson
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Date
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Joseph M. Jayson
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Individual General Partner,
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Principal Executive Officer and
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Principal Financial Officer
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