Attached files
| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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FORM 10-K/A
Amendment #1
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[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| For the Fiscal Year Ended December 31, 2013 | |||
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
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| For the transition period from ___ to ___ | |||
| Commission File Number 0-16561 | |||
| REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V | |||
| (Exact Name of Registrant as specified in its Charter) | |||
| Delaware |
16-1275925
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| (State of Formation) |
(I.R.S. Employer
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Identification No.)
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| 2350 North Forest Road, Getzville, New York 14068 | |||
| (Address of Principal Executive Office) | |||
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Registrant’s Telephone Number, including area code: (716) 636-9090
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| 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 | |||
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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[ ] Yes
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[X] No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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[ ] Yes
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[X] No
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Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act from their obligations under those Sections.
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 check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 45 of Regulation S-T (par. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] 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 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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company) [ ]
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Smaller reporting company
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[X]
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| Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ] Yes [X] No | |||
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
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
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed document should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Background of the Restatement
Realmark Property Investors Limited Partnership – V (together with its subsidiaries, the “Partnership,” “we”, “us,” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amended Filing”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Original Filing”) to: (1) include the Report of the Independent Registered Public Accounting Firm omitted from the Original Filing; (ii) reflect the restatement of the Partnership’s Consolidated Financial Statements for the fiscal years ended December 31, 2012 and December 31, 2013 for the corrections described below; (iii) add certain risk factors associated with ownership of units of limited partnership interest in the Partnership; (iv) identify change in the officers and directors of the Partnership; (iv) remove certain prior disclosures. As previously disclosed in our Current Report on Form 8-K filed on May 13, 2014, the Partnership engaged Freed Maxick CPAs, P.C. as the Partnership’s independent registered public accounting firm.
The adjustments to the Statement of Operations for the period ended December 31, 2013 included in the Original Filing, are primarily comprised of the accrual of interest on the affiliated debt and advances from affiliates of approximately $127,000 as well as the recognition of portfolio management fees of approximately $33,000. There were no changes to the Consolidated Statement of Operations for the period ended December 31, 2012.
The adjustments to the Consolidated Balance Sheet for the period ended December 31, 2013 are primarily related to the interest and portfolio management fee accruals as well as the elimination of the Accrued Interest payables to affiliated parties line that was determined to be a duplicate and offsetting entry with the Payables to affiliated parties line in both December, 2013 and 2012.
The Consolidated Statement of Cash Flows for the period ended December 31, 2013 was restated for the same items that impacted the Consolidated Statement of Operations and the Balance Sheet for the same period. The Consolidated Statement of Cash Flows for the period ended December 31, 2012 was not impacted.
Implementation of the Restatement
This Amended Filing restates fiscal 2013 Consolidated Financial Statements for adjustments resulting from an understatement of interest and portfolio management fee expense and corresponding understatement of Net Loss and Net Loss per limited partnership unit. The annual adjustments made as a result of the restatement of our consolidated financial statements are more fully described in Note 2 of the Notes to Consolidated Financial Statements in Part IV, Item 2 of this Amended Filing.
Items Amended
This Amended Filing amends the Original Filing solely to reflect the changes described above. For the convenience of the reader, this Amended Filing sets for the Original Filing, as modified and superseded where necessary to reflect the restatement and other changes indicated. Specifically, the following items included in the Original Filing are amended by this Amended Filing:
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Part I, Item 1, Business;
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Part I, Item 1A, Risk Factors;
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Part II, Item 6, Selected Financial Data – DELETED;
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Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations;
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Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk – DELETED;
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Part II, Item 8 Financial Statements and Supplementary Data;
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Part II, Item 9, Changes in and Disagreements with Accountants on Accounting and Financial Disclosure;
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Part II, Item 9B, Other Information;
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Part III, Item 10, Directors and Executive Officers of the Registrant;
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Part III, Item 14, Principal Accounting Fees And Services; and
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Part IV, Item 15, Exhibits and Financial Statement Schedules.
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There is an update to the notes regarding the active marketing of the property for sale that does not amount to a forward-looking statement included in the original filing, but may give effect to a change in the method of accounting as a firm plan and decision was made to market the property for sale effective September 30, 2014 and as a result will impact the accounting for the property as an asset held for sale in fiscal year 2014 interim consolidated financial statements as of and following September 30, 2014.
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ITEM 1: BUSINESS
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. At December 31, 2013, the Partnership’s General Partners are Realmark Properties, Inc. (the “Corporate General Partner”), a Delaware corporation, and Joseph M. Jayson (the “Individual General Partner”).
Joseph M. Jayson passed away on June 27, 2014. A successor Individual General Partner was not appointed following Mr. Jayson’s death.
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, 2013 and 2012, the Partnership, either directly or through limited liability, wholly owned subsidiary companies, owned an approximately 35,000 square foot building in Durham, North Carolina (Commercial Park West).
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, 2013, 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, 2013 were employees of the Corporate General Partner or its affiliates.
The percent of total Partnership revenue generated by Commercial Park West was 100% for 2013 and 2012.
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.
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Investors or potential investors in Realmark Property Investors Limited Partnership - V should carefully consider the risks described below. These risks are not the only ones we face. Additional risks of which we are presently unaware or that we currently consider immaterial may also impair our business operations and hinder our financial performance, including our ability to make distributions to our investors. We have organized our summary of these risks into five subsections:
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real estate related risks;
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financing risks;
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tax risks;
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environmental and other legal risks; and
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risks for investors.
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This section includes forward-looking statements.
Real Estate Related Risks
We face substantial competition
All of our properties are located in developed areas where we face substantial competition from other properties and from other real estate companies that own or may develop or renovate competing properties. The number of competitive properties and real estate companies could have a material adverse effect on our ability to rent our properties and the rents we charge. In addition, the activities of these competitors and these factors could:
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decrease the rental rates that we would be able to charge in the absence of such direct competition; and
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reduce the occupancy rates that we would otherwise be able to achieve.
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The factors could materially and adversely affect the value of our portfolio, our results of operations and our ability to pay amounts due on our debt and distributions to our investors.
Changes in market or economic conditions may affect our business negatively
General economic conditions and other factors beyond our control may adversely affect real property income and capital appreciation. We are unable to determine the precise effect that the performance of the worldwide or United States economies will have on us or on the value of our property.
Terrorism could impair our business
Terrorist attacks and other acts of violence or war could have a material adverse effect on our business and operating results. Attacks that directly affect one or more of our commercial properties could significantly affect our ability to operate those properties and impair our ability to achieve the results we expect. Our insurance coverage may not cover any losses caused by a terrorist attack. In addition, the adverse effects that such violent acts and threats of future attacks could have on the United States economy could similarly have a material adverse effect on our business and results of operations.
Our commercial and office tenants may go bankrupt or be unable to make lease payments
Our operating revenues from our commercial and office properties depend on entering into leases with and collecting rents from tenants. Economic conditions may adversely affect tenants and potential tenants in our market and, accordingly, could affect their ability to pay rents and possibly to occupy their space. Tenants may experience bankruptcies and various bankruptcy laws may reject those leases or terminate them. If leases expire or end, replacement tenants may not be available upon acceptable terms and conditions. In addition, if the market rental rates are lower than the previous contractual rates, our cash flows and net income could suffer a negative impact. As a result, if a significant number of our commercial or office tenants fail to pay their rent due to bankruptcy, weakened financial condition or otherwise, it would negatively affect our financial performance.
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Real estate properties are illiquid and may be difficult to sell, particularly in a poor market environment
Real estate investments are relatively illiquid, which tends to limit our ability to react promptly to changes in economic or other market conditions. Our ability to dispose of assets in the future will depend on prevailing economic and market conditions.
Losses from natural catastrophes may exceed our insurance coverage
We carry comprehensive liability, fire, flood, extended coverage and rental loss insurance on our properties, which we believe is customary in amount and type for real property assets. Some losses, however, generally of a catastrophic nature, such as losses from floods, may be subject to limitations. We may not be able to maintain our insurance at a reasonable cost or in sufficient amounts to protect us against potential losses. Further, our insurance costs could increase in future periods. If we suffer a substantial loss, our insurance coverage may not be sufficient to pay the full current market value or current replacement value of the lost investment. Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make it impractical to use insurance proceeds to replace a damaged or destroyed property.
Financing Risks
We may be unable to refinance our existing debt or we may only be able to do so on unfavorable terms
We are subject to the normal risks associated with debt financing, including:
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the risk that our cash flow will be insufficient to meet required payments of principal and interest; and
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the risk that we will not be able to renew, repay or refinance our debt when it matures or that the terms of any renewal or refinancing will not be as favorable as the existing terms of that debt.
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Tax Risks
Our operating partnership may fail to be treated as a partnership for federal income tax purposes
Management believes that our operating partnership qualifies, and has qualified since its formation as a partnership for federal income tax purposes and not as a publicly traded partnership taxable as a corporation. We can provide no assurance; however, that the IRS will not challenge the treatment of the operating partnership as a partnership for federal income tax purposes or that a court would not sustain such a challenge. If the IRS were successful in treating the operating partnership as a corporation for federal income tax purposes, then the taxable income of the operating partnership would be taxable at regular corporate income tax rates.
You may be allocated more taxable income than the distributions, if any, you receive from us.
So long as the Partnership remains eligible to be taxed as a partnership for U.S. federal income tax purposes, we generally are not subject to U.S. federal income tax. Rather, each holder of our units of limited partnership interest is required to take into account its allocable share of items of our income, gain, loss, deduction and credit for our taxable year ending within or with the taxable year of such holder in computing such holder's U.S. federal income tax liability, and, in some cases, state and local income tax liability, and to pay taxes thereon, regardless of whether the holder has received any distributions from us. Given that we do not currently intend to distribute cash to holders of our units of limited partnership interest, it is possible that the U.S. federal income tax liability, and in some cases, state and local income tax liability, of a holder of our units of limited partnership interest with respect to its allocable share of our earnings in a particular taxable year will exceed the cash distributions, if any, we make to the holder for the year, thus requiring an out-of-pocket tax payment by the holder.
Environmental and Other Legal Risks
We may have liability under environmental laws
Under federal, state and local environmental laws, ordinances and regulations, we may be required to investigate and clean up the effects of releases of hazardous or toxic substances or petroleum products at our properties, regardless of our knowledge or responsibility, simply because of our current or past ownership or operation of the real estate. Therefore, we may have liability with respect to properties we have already sold. If environmental problems arise, we may have to take extensive measures to remedy the problems, which could adversely affect our cash flow and our ability to pay distributions to our investors because:
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we may have to pay for property damage and for investigation and clean-up costs incurred in connection with the contamination;
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the law typically imposes clean-up responsibility and liability regardless of whether the owner or operator knew of or caused the contamination;
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even if more than one person may be responsible for the contamination, each person who shares legal liability under the environmental laws may be held responsible for all of the clean-up costs; and
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governmental entities or other third parties may sue the owner or operator of a contaminated site for damages and costs.
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These costs could be substantial and in extreme cases could exceed the value of the contaminated property. The presence of hazardous or toxic substances or petroleum products and the failure to remediate that contamination properly may materially and adversely affect our ability to borrow against, sell or rent an affected property. In addition, applicable environmental laws create liens on contaminated sites in favor of the government for damages and costs it incurs in connection with a contamination.
We may face risks related to mold and asbestos
Recently, there has been an increasing number of lawsuits against owners and managers of properties alleging personal injury and property damage caused by the presence of mold in real estate.
Some of these lawsuits have resulted in substantial monetary judgments or settlements. Although our insurance policy currently does not exclude mold-related claims, we cannot provide any assurance that we will be able to obtain coverage in the future for those claims at a commercially reasonable price or at all. The presence of significant mold could expose us to liability to tenants and others if allegations regarding property damage, health concerns or similar claims arise.
Environmental laws also govern the presence, maintenance and removal of asbestos. Those laws require that owners or operators of buildings containing asbestos:
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properly manage and maintain the asbestos;
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notify and train those who may come into contact with asbestos; and
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undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building.
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Those laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow others to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.
Failure to comply with the Americans with Disabilities Act or other similar laws could result in substantial costs
A number of federal, state and local laws and regulations (including the Americans with Disabilities Act) may require modifications to existing buildings or restrict certain renovations by requiring improved access to such buildings by disabled persons and may require other structural features that add to the cost of buildings under construction. Legislation or regulations adopted in the future may impose further burdens or restrictions on us with respect to improved access by disabled persons. The costs of compliance with these laws and regulations may be substantial, and restrictions on construction or completion of renovations may limit implementation of our investment strategy in certain instances or reduce overall returns on our investments, which could have a material adverse effect on us and our ability to pay distributions to investors and to pay amounts due on our debt.
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Risks for Investors
We currently do not anticipate making, and it is likely we will never make, any distributions to holders of our units of limited partnership interest.
We currently do not anticipate making any distributions to holders of our units of limited partnership interest at any time in the near future. Additionally, it is likely and anticipated that we will never make any distributions to holders of our units of limited partnership interest at any time in the future. Whether we make distributions in the future will be at the discretion of our corporate general partner and will be reduced by the amount of fees payable to plaintiffs’ legal counsel in connection with the settlement of prior legal proceedings and dependent upon our financial condition, results of operations, capital requirements and any other factors that our corporate general partner decides are relevant. As such, investors seeking cash distributions should not purchase our units of limited partnership interest. As a result, you may not receive any return on an investment in our units of limited partnership interest unless you are able to sell our units of limited partnership interest for a price greater than that which you paid for it. For a description of prior legal proceedings, see Item 3 to this Amended Filing.
ITEM 1B: UNRESOLVED STAFF COMMENTS
None.
ITEM 2: PROPERTIES
As of December 31, 2013, the Partnership owned Commercial Park West, an office complex located in Durham, North Carolina. The property consists of one building containing a total of approximately 35,000 gross square feet. The 2013 and 2012 year-end occupancy rate were 66% and 46%, respectively. As of December 31, 2013 there is no mortgage loan on the Commercial Park West property.
ITEM 3: 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 at the state court level regarding the payment of fees and other management issues.
On August 29, 2001, the parties entered into a Stipulation of Settlement (the “Settlement”). On October 4, 2001, the Court issued an “Order Preliminary Approving Settlement” (the “Hearing Order”) and on November 29, 2001, the Court issued an “Order and Final Judgment Approving Settlement and Awarding Fees and Expenses” and dismissing the complaints with prejudice. The Settlement provided, among other things, that all of the Realmark Partnerships’ properties be disposed of. The general partners will continue to have primary authority to dispose of the Partnerships’ properties. If either (i) the general partners have not sold or contracted to sell 50% of the Partnerships’ properties (by value) by April 2, 2002 or (ii) the general partners have not sold or contracted to sell 100% of the Partnerships’ properties by September 29, 2002, then the primary authority to dispose of the Partnerships’ properties will pass to a sales agent designated by plaintiffs’ counsel and approved by the Court. On October 4, 2002, the Court appointed a sales agent to work with the general partners to continue to sell the Partnership’s remaining properties.
The settlement also provided for the payment by the Partnerships of fees to the plaintiffs’ attorneys. These payments, which are not calculable at this time but may be significant, are payable out of the proceeds from the sale of all of the properties owned by all of the Realmark Partnerships, following the sale of the last of these properties in each partnership. Plaintiffs’ counsel will receive 15% of the amount by which the sales proceeds distributable to limited partners in each partnership exceeds the value of the limited partnership units in each partnership (based on the weighted average of the units’ trading prices on the secondary market as reported by Partnership Spectrum for the period May through June 2001). In no event may the increase on which the fees are calculated exceed 100% of the market value of the units as calculated above.
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None.
PART II
ITEM 5: MARKET FOR REGISTRANT’S UNITS OF LIMITED PARTNERSHIP INTEREST
There is currently no active trading market for the units of limited partnership interest of the Partnership and it is not anticipated that any will develop in the future. Accordingly, information as to the market value of a unit at any given date is not available. As of December 31, 2013, there were 1,945 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. There were no distributions to partners made in 2013 and 2012.
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.
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Liquidity and Capital Resources:
Effective January 1, 2001, the Partnership has been operating under the order discussed in Item 3. The partnership has held minimal cash since 2006, when a mortgage was repaid with proceeds from the sale of a portion of Commercial Park West and proceeds from advances from affiliated parties, aggregate amounts outstanding to affiliates for this advance and others amounted to $ 3,411,305 and $ 3,055,194 at December 31, 2013 and 2012, respectively. The Partnership made no distributions to partners in 2013 or 2012. In connection with the pending sale of the Partnership’s properties, it is anticipated that there will be no future distributions of net cash flow from operations. If there are any distributions as a result of the eventual sale itself they will be reduced by the amount of fees payable to the plaintiffs’ legal counsel in connection with the settlement agreement (Item 3) and any outstanding liabilities incurred with regard to the sale of the Partnership’s properties.
Subsequent to December 31, 2013, management has retained national representation to market the Commercial Park West property for sale at a price that is reasonable in relation to its current market value. While the remaining property has been actively managed during a period of depressed real estate values, the sale of the asset is probable and it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. As a result, the accounting is expected to change to show the property as an asset as held for sale. This does not impact the accounting treatment of the property as of the date of these financials. 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 cash distributions from the sale of the properties will be sufficient to satisfy these obligations.
Except as described above and in the consolidated financial statements, the general partner is not aware of any trends or events, commitments or uncertainties that may impact liquidity in a material way.
Results of Operations:
The results of operations of the Partnership produced a net loss of $ 433,213 in 2013 compared to a net loss of $354,250 in 2012.
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.
2013 as compared to 2012
As discussed previously, the Partnership has one remaining property, Commercial Park West, which experienced an increase in rental income of approximately 26% for the year ended December 31, 2013 as compared to 2012 due to a decrease in vacancies.
Total expenses for the year ended December 31, 2013 increased approximately $157,000 as compared to 2012. Property operations increased approximately $75,000 due to an increase in contracted services, utilities, insurance and repairs and maintenance, an increase in payroll and benefits. Administrative expense and reimbursement to affiliated parties increased approximately $14,000. Interest expense increased approximately $103,000.
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Listed under Item 15 of this report.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
The Partnership received written correspondence from its independent registered public accounting firm, Malin, Bergquist & Company, LLP, in November 2013 that it was resigning as the Partnership's Independent Auditor. The stated reason was that the firm had merged, and determined that Realmark did not fit in with its direction of the merged practice.
During the Partnership's most recent fiscal year and during any subsequent interim periods preceding the date of resignation, the Partnership had no disagreement with Malin, Bergquist & Company, LLP, on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
No accountant's report on the financial statements for the past two (2) years contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Partnership’s audited financial statements in its Form 10-K for the years ended December 31, 2012 and 2011 contained a going concern qualification.
On March 10, 2014 the Partnership provided Malin, Bergquist & Company, LLP with a copy of this disclosure and requested that it furnish a letter to the Partnership, addressed to the SEC, stating that it agreed with the statements made here-in or the reasons why it disagreed. On March 10, 2014 the Partnership received a letter from Malin, Bergquist & Company, LLP that it agreed with the statements contained herein. A copy of the letter from Malin, Bergquist & Company, LLP was attached as Exhibit 16.1 to the Partnership’s Current Report on Form 8-K filed March 12, 2014.
The Partnership then engaged EFP Rotenberg, LLP, 280 Kenneth Dr. #100, Rochester, NY 14623 (“EFP Rotenberg”) as the Partnership's new independent registered public accounting firm.
On April 23, 2014, the Partnership received written correspondence from its independent registered public accounting firm, EFP Rotenberg that it was resigning as the Partnership's Independent Auditor. As reported in an 8-K filed on March 10, 2014, EFP Rotenberg was recently retained to perform the 2013 audit for the Partnership. The firm did not complete the 2013 audit and, accordingly, has not issued a report on the Partnership’s financial statements for the years ended December 31, 2013 or 2012.
During the Partnership's fiscal years ended December 31, 2013 and December 31, 2012, and through April 23, 2014, there were no disagreements between the Partnership and EFP Rotenberg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to EFP Rotenberg's satisfaction, would have caused EFP Rotenberg to make reference to the subject matter of the disagreement(s) in its reports on the Partnership's financial statement for such years. During the Partnership's fiscal years ended December 31, 2013 and December 31, 2012, and through April 23, 2014, there were no "reportable events" as described under Item 304(a)(1)(v) of Regulation S-K.
The Partnership provided EFP Rotenberg with a copy of the disclosure contained in the Partnership’s Current Report on Form 8-K filed May 13, 2014 and requested that EFP Rotenberg furnish the Partnership with a letter addressed to the Securities and Exchange Commission stating whether EFP Rotenberg agrees with the contents of this disclosure. A copy of that letter, is attached as Exhibit 16.1 to the Partnership’s Current Report on Form 8-K dated May 31, 2014.
The Partnership has engaged Freed Maxick CPAs, P.C. (“Freed Maxick”), 424 Main Street, Suite 800 Buffalo NY 14202 as the Partnership's new independent registered public accounting firm. During the Partnership's fiscal years ended December 31, 2013 and December 31, 2012, and through April 23, 2014, the Partnership did not consult with Freed Maxick on any matter that (i) involved the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Partnership's financial statements, in each case where either a written report or oral advice was provided that Freed Maxick concluded was an important factor considered by the Partnership in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) and the related instructions to Item 304 of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
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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. An evaluation was carried out under the supervision and with the participation of the Partnership’s management, including the Partnership’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the Partnership’s disclosure controls and procedures as of the end of the period covered by this annual report. Based on that evaluation, the Partnership’s Principal Executive Officer and Principal Financial Officer concluded that the Partnership’s disclosure controls and procedures were not effective as of such period end. Management will endeavor to enhance the Partnership’s disclosure controls and procedures to cause them to become effective.
Management’s Annual Report on Internal Control over Financial Reporting. Management of the Partnership is responsible for establishing and maintaining adequate internal control over reporting in accordance with Exchange Act Rules 13a-15(f) and 15d-15(f). Management conducted an evaluation of the Partnership’s internal control over financial reporting based on the framework and criteria established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992. Based on that evaluation, management concluded that the Partnership’s internal control over financial reporting was not effective as of December 31, 2013.
Because of the Partnership’s small size and limited financial resources, there is a limited number of persons, including the Principal Executive Officer and Principal Financial Officer, dealing with all general administrative and financial matters. While management utilizes outside resources when necessary, this lack of segregation of duties, as well as the lack of expertise with certain complex GAAP and SEC reporting matters constitute material weaknesses in financial reporting. These material weaknesses have also resulted in the correction of errors and amended 10-K discussed elsewhere in the document. At this time, management has decided that given the risks associated with this lack of segregation of duties, the potential benefit of adding additional personnel to clearly segregate duties does not justify the expenses associated with such benefit. Management will periodically review this matter and may make modifications, including adding additional personnel, it determines appropriate. In response to these material weaknesses, subsequent to December 31, 2013 management made staffing changes, such as replacing the Controller, and hiring consultants to assist in preparation of the financials. However, these changes have still not completely remediated the material weaknesses identified and reported.
11
Our management, including the Principal Executive Officer and Principal Financial Officer, does not expect that the Partnership’s internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Partnership’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Partnership to provide only management’s report in this annual report.
Changes in Internal Control over Financial Reporting. Subsequent to the date of their most recent evaluation, there have been no changes in the Partnership’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
ITEM 9B: OTHER INFORMATION
Departure of Officer and Director
On October 23, 2014, Judith P. Jayson, President and a member of the Board of Directors (the “Board”) of Realmark Properties, Inc. (the “Corporate General Partner”), the general partner of the Partnership died unexpectedly. Following the vacancy created by Mrs. Jayson’s death, the size of the Board was reduced to three members consisting of Jordan M. Jayson, Matthew P. Iak and Alan J. Laurita.
Appointment of President
On November 6, 2014, the Board appointed Matthew P. Iak as President of the Corporate General Partner following the death of Judith P. Jayson, its former President. There was no prior arrangement or understanding pursuant to which he was appointed as President of the Corporate General Partner. Mr. Iak is the brother-in-law of Jordan M. Jayson.
Mr. Iak is an officer and director of the Partnership’s property management affiliate, Realmark Corporation. For information regarding any related person transactions involving Mr. Iak and the Partnership, see the note to the Partnership’s consolidated financial statements in Item 8 of this Amended Filing entitled “Related Party Transactions.”
Matthew P. Iak
Mr. Iak, age 37, was appointed President of the Corporate General Partner on November 6, 2014 and has been a member of the Board since August 2014. He is currently the President of Westmoreland Capital Corporation and an Executive Vice President at U.S. Energy Development Corporation, positions he has held since 2010 and 2013, respectively. Mr. Iak joined U.S. Energy Development Corporation in 2005, following a successful early career as a Vice President of an international money management firm, and bringing with him brokerage experience of managed business in excess of one billion dollars. He is a graduate of Canisius College.
12
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership, as an entity, does not have any directors or officers. At December 31, 2013, the Individual General Partner of the Partnership was Joseph M. Jayson. The directors and executive officers of Realmark Properties, Inc., the Partnership’s Corporate General Partner, as of December 31, 2012, are listed below. See Item 9B of this Annual Report on Form 10-K for information about the Partnership’s current officer and directors. Each director is subject to election on an annual basis.
|
Title of All Positions Held with
|
Year First Elected
|
|||
|
Name
|
the Corporate General Partner
|
to Position
|
||
|
Joseph M. Jayson
|
Chairman of the Board, President and Treasurer
|
1979
|
||
|
Judith P. Jayson
|
Vice President and Director
|
1979
|
Joseph M. Jayson and Judith P. Jayson were married to each other.
At December 31, 2013, 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 75, was 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 was 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-V, and Realmark Property Investors Limited Partnership-VI A. Mr. Jayson had been in the real estate business for the last 49 years and was 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 Master’s Degree from the University of Buffalo in 1963, and had served on the educational faculty of the Institute of Real Estate Management. Mr. Jayson had for the last 49 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. formed or participated in various ways with forming over 30 real estate related limited partnerships. For the past 30 years, Mr. Jayson and an affiliate also engaged in developmental drilling for gas and oil.
Judith P. Jayson, age 73, was Vice President and a Director of Realmark Properties, Inc. She was also a Director of the property management affiliate, Realmark Corporation. Mrs. Jayson had been involved in property management for the last 40 years and had 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.
13
Audit Committee Disclosure
At December 31, 2013, a separately-designated standing Audit Committee of the Board of Directors of the Corporate General Partner was comprised of Joseph M. Jayson (the “Audit Committee”). Following Mr. Jayson’s death on June 27, 2014, the Board of Directors of the Corporate General Partner no longer maintains a separately-designated audit committee. The Board of Directors of the Corporate General Partner also does not maintain nominating or compensation committees, or other similar committees. Consequently, the Board of Director of the Corporate General Partner does not have audit, nominating, or compensation committee charters. Functions customarily performed by such committees are performed by the Board of Directors of the Corporate General Partner as a whole as our operations are limited and we have a small number of officers and directors. We are not required to maintain such committees under the applicable rules of the OTC Bulletin Board, and the Board of Directors of the Corporate General Partner has no current plans to establish such committees. None of the directors of the Corporate General Partner qualify as an “audit committee financial expert.”
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 years ended December 31, 2013 and 2012. The Corporate General Partner and its affiliate, Realmark Corporation, are entitled to fees and to certain expense reimbursements with respect to Partnership operations, as set forth in item 13 hereof and in the notes to the consolidated financial statements.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
No person is known to the Partnership to own of record or beneficially, more than 5% of the units of limited partnership interests of the Partnership, except for affiliates of the general partners that own 1,642.3 units of limited partnership interest amounting to approximately 7.8% of the Partnership interest at December 31, 2013. The general partners and the executive officers of the Corporate General Partner, as of December 31, 2013, 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 6% 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.”
14
ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Engagement: FreedMaxick CPAs, P.C was engaged as the Partnership’s independent auditor for 2013 and Malin, Bergquist & Co., LLP was engaged as the Partnership’s independent auditor for the year 2012 and the first three quarters of 2013. All fees incurred for the years ended December 31, 2013 and 2012 were, to the Partnership’s knowledge, approved by the Audit Committee and were subsequently ratified by the Board of Directors of the Corporate General Partner on behalf of the Partnership in December of 2014.
Audit Fees: Audit fees for the audit of the Partnership’s annual financial statement included in the Partnership’s quarterly reports on Form 10-Q by Malin, Bergquist & Co., LLP for year ended December 31, 2013 amounted to $6,000. Audit fees for audit of the Partnership’s annual financial statements included in the Partnership’s annual report on Form 10-K by Freed Maxick CPAs, P.C for the year ended December 31, 2013 amounted to $18,334. Audit fees for audit of the Partnership’s annual financial statements included in the Partnership’s annual report on Form 10-K by Malin, Bergquist & Co., LLP for the year ended December 31, 2012 amounted to $11,000. EFP Rotenberg LLP was also paid $11,000 for the year ended December 31, 2013 and did not issue an audit report.
Audit-Related Fees: None.
Tax Fees: The Partnership engaged EFP Rotenberg, LLP to provide tax filing and compliance services during the years ended December 31, 2013 and 2012. The fees for these services amounted to $5,435 for the years ended December 31, 2013 and 2012.
All Other Fees: None.
For fiscal year 2013, the Audit Committee, to the Partnership’s knowledge, set a policy that all other fees incurred by the Partnership for services performed by its independent auditors must be pre-approved by the Audit Committee. No other fees related to 2013 were paid by the Partnership to its independent auditors.
The Board of Directors of the Corporate General Partner 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 Board of Directors of the Corporate General Partner 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.
The Board of Directors of the Corporate General Partner has the sole authority to retain and terminate the Partnership’s independent auditors and approves all fees paid to the independent auditors. The Audit Committee, with respect to fiscal year 2012, and the Board of Directors, with respect to 2013, 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 or the Board of Directors of the Corporate General Partner, as applicable, under generally accepted auditing standards. In addition, the Board of Directors of the Corporate General Partner 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 Board of Directors of the Corporate General Partner discussed with the Partnership’s independent auditors the overall scope and plans for their audit. The Board of Directors of the Corporate General Partner 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 Board of Directors of the Corporate General Partner have approved the inclusion of the Partnership’s audited financial statements in the amendment #1 to the annual report on Form 10-K for the year ended December 31, 2013.
15
PART IV
ITEM 15: EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES
|
(a) Consolidated Financial Statements
|
Page
|
|
|
Report of Independent Registered Public Accounting Firm
|
F-1-F-2
|
|
|
Consolidated Balance Sheets as of December 31, 2013 and 2012
|
F-3
|
|
|
Consolidated Statements of Operations for the years ended
December 31, 2013, and 2012
|
F-4
|
|
|
Consolidated Statements of Partners’ Deficit for the years
ended December 31, 2013, and 2012
|
F-5
|
|
|
Consolidated Statements of Cash Flows for the years ended
December 31, 2013, and 2012
|
F-6
|
|
|
Notes to Consolidated Financial Statements
|
F-7 - F-16
|
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.
16
|
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.
101.INS** XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema
101.CAL** XBRL Taxonomy Extension Calculation Linkbase
101.DEF** XBRL Taxonomy Extension Definition Linkbase
101.LAB** XBRL Taxonomy Extension Label Linkbase
101.PRE** XBRL Taxonomy Extension Presentation Linkbase
|
*
|
Filed herewith
|
|
**
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
|
17
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: REALMARK PROPERTIES, INC.
|
|||
|
its Corporate General Partner
|
|
/s/ Matthew P. Iak
|
December 31, 2014
|
||
|
Matthew P. Iak,
|
Date
|
||
|
President
|
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.
|
/s/ Matthew P. Iak
|
December 31, 2014
|
||
|
Matthew P. Iak
|
Date | ||
|
President and Director,
|
|||
|
(Principal Executive Officer and
|
|||
|
Principal Financial Officer)
|
|
/s/ Jordan M. Jayson
|
December 31, 2014
|
||
|
Jordan M. Jayson,
|
Date
|
||
|
Director
|
|
/s/ Alan J. Laurita
|
December 31, 2014
|
||
|
Alan J. Laurita,
|
Date
|
||
|
Director
|
18
To the Partners of
Realmark Property Investors Limited Partnership - V
We have audited the accompanying consolidated balance sheet of Realmark Property Investors Limited Partnership - V (the Partnership) as of December 31, 2013, and the related consolidated statements of operations, partners’ deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit 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 audit provides 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 as of December 31, 2013, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.
As discussed in Note 2 to the consolidated financial statements, the Partnership has restated its previously unaudited 2013 financial statements as a result of an error relating to the under accrual of interest and other expenses, resulting in an understatement of net loss and liabilities.
We audited the adjustments described in Note 2 that were applied to restate the consolidated 2012 balance sheet. In our opinion, such adjustments are appropriate and have been properly applied.
As discussed in Note 5 to the consolidated financial statements, the Partnership has had numerous significant transactions with businesses controlled by, and with people who are related to the general partner of the Partnership.
The accompanying consolidated financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Partnership has a negative equity position and continues to generate negative cash flow from operations. These conditions raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Freed Maxick, CPAs P.C.
Buffalo, New York
December 31, 2014
F-1
REPORT OF INDEPENDENT REGISTERED PUBIC ACCOUNTING FIRM
To the Board of Directors and Partners of
Realmark Property Investors Limited Partnership - V
Getzville, New York
We have audited, before the effects of the restatement discussed in Note 2 to the consolidated financial statements, the accompanying consolidated balance sheet of Realmark Property Investors Limited Partnership - V (the Company) as of December 31, 2012, and the related consolidated statements of operations and partners’ equity, and cash flows for the year then ended. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit 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 Company 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 Company’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 audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above, before the effects of the restatement discussed in Note 2 to the consolidated financial statements, present fairly, in all material respects, the financial position of Realmark Property Investors Limited Partnership - V as of December 31, 2012, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
We were not engaged to audit, review, or apply any procedures to the restatement discussed in Note 2 to the consolidated financial statements and, accordingly, we do not express an opinion or any other form of assurance about whether such restatements are appropriate and have been properly applied. Those restatements were audited by other auditors.
As discussed in Note 5 to the consolidated financial statements, the entity has had numerous significant transactions with businesses controlled by, and with people who are related to, the general partner, officers and directors of the entity.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a negative equity position and continues to generate negative cash flow from operations. These conditions raise substantial doubt about its ability to continue as a going concern at December 31, 2012. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Pittsburgh, Pennsylvania
April 1, 2013
F-2
| Consolidated Balance Sheets | ||||||
| December 31, 2013 and 2012 | ||||||
| 2013 | 2012 | |||||
| Assets |
(restated)
|
(restated)
|
||||
|
Property and equipment, at cost:
|
||||||
|
Land and improvements
|
|
$ |
299,744
|
$
|
299,744
|
|
|
Buildings and improvements
|
2,029,646
|
2,016,446
|
||||
|
2,329,390
|
2,316,190
|
|||||
|
Less accumulated depreciation
|
(1,759,295)
|
(1,678,620)
|
||||
|
Net property and equipment
|
570,095
|
637,570
|
||||
|
Cash
|
0 |
|
236
|
|||
|
Accounts receivable, net
|
1,104
|
1,927
|
||||
|
Other assets
|
0 |
6,549
|
||||
|
Total assets
|
$ |
571,199
|
$
|
646,282
|
||
|
Liabilities and Partners' Deficit
|
||||||
|
Liabilities:
|
||||||
|
Senior secured loan and accrued interest payable to affiliated party
|
$ |
1,647,832
|
|
$
|
1,521,076
|
|
|
Payables to affiliated parties, including accrued interest
|
1,763,473
|
1,534,118
|
||||
|
Accounts payable and accrued expenses
|
140,210
|
|
148,512
|
|||
|
Note payable and accrued interest
|
121,274
|
112,507
|
||||
|
Security deposits and prepaid rents
|
27,474
|
|
25,920
|
|||
|
Total liabilities
|
3,700,263
|
3,342,133
|
||||
|
Partners' deficit:
|
||||||
|
General partners
|
(275,602)
|
(262,606)
|
||||
|
Limited partners
|
(2,853,462)
|
(2,433,245)
|
||||
|
Total partners' deficit
|
(3,129,064)
|
(2,695,851)
|
||||
|
Total liabilities and partners' deficit
|
$ |
571,199
|
$
|
646,282
|
||
See accompanying notes to consolidated financial statements.
F-3
| REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V |
| Consolidated Statements of Operations |
| Years ended December 31, 2013 and 2012 |
| 2013 | 2012 | |||||
| (restated) | ||||||
| Income: | ||||||
|
Rental
|
|
$ |
383,111
|
$
|
303,168
|
|
|
Interest and other
|
1,053
|
3,416
|
||||
|
Total income
|
384,164
|
306,584
|
||||
|
Expenses:
|
||||||
|
Property operations
|
407,425
|
332,264
|
||||
|
Interest to affiliates
|
225,274
|
128,104
|
||||
|
Interest Expense other
|
8,767
|
2,922
|
||||
|
Administrative:
|
||||||
|
Affiliates
|
59,406
|
45,652
|
||||
|
Other
|
35,829
|
69,146
|
||||
|
Depreciation expense
|
80,676
|
82,746 | ||||
|
Total expenses
|
817,377
|
660,834
|
||||
|
Net loss
|
|
$ |
(433,213)
|
$
|
(354,250)
|
|
|
Net loss per limited partnership unit
|
|
$ |
(20.01)
|
$
|
(16.36)
|
|
|
Weighted average number of limited partnership units outstanding
|
21,002.80 | 21,002.80 | ||||
See accompanying notes to consolidated financial statements.
F-4
Consolidated Statements of Partners’ Deficit
Years ended December 31, 2013 and 2012
|
Limited Partners
|
|||||||
| General Partners |
Units
|
Amount
|
|||||
|
Balances at December 31, 2011
|
(251,978)
|
21,002.80
|
(2,089,623)
|
||||
|
Net loss
|
(10,628) |
(343,622)
|
|||||
|
Balances at December 31, 2012
|
$ |
(262,606)
|
21,002.80
|
|
$ |
(2,433,245)
|
|
|
Net loss (restated)
|
(12,996) |
(420,217)
|
|||||
|
Balances at December 31, 2013 (restated)
|
(275,602)
|
21,002.80
|
(2,853,462)
|
||||
See accompanying notes to consolidated financial statements.
F-5
|
Consolidated Statements of Cash Flows
|
||||
|
Years ended December 31, 2013 and 2012
|
||||
|
2013
|
2012
|
|||
|
(restated)
|
(restated)
|
|||
| Cash flows from operating activities: | ||||
|
Net loss
|
$ | (433,213) | $ | (354,250) |
|
Adjustments to reconcile net loss to net cash
|
||||
|
provided by operating activities:
|
||||
|
Depreciation
|
80,676
|
82,746
|
||
|
Changes in:
|
||||
|
Accounts receivable
|
822
|
246
|
||
|
Other assets
|
6,549
|
(3,037)
|
||
|
Accounts payable, accrued expenses and payable to affiliates
|
131,302
|
197,907
|
||
|
Accrued interest payable
|
225,274
|
128,340
|
||
|
Security deposits and prepaid rents
|
1,554
|
(6,202)
|
||
|
Net cash provided by operating activities
|
12,964
|
45,750
|
||
| Cash flows from investing activities: | ||||
|
Additions to property and equipment
|
(13,200)
|
(46,324)
|
||
|
Cash flows from financing activities:
|
0
|
0
|
||
| Net decrease in cash and equivalents | (236) | (574) | ||
|
Cash and equivalents at beginning of year
|
236 | 810 | ||
|
Cash and equivalents at end of year
|
$
|
0
|
$
|
236
|
|
|
|
|||
|
Non-cash financing activities:
|
||||
| Conversion of Accounts Payable to Note Payable | 0 | 109,585 | ||
|
Cash paid for interest
|
0 | - | ||
See accompanying notes to consolidated financial statements.
F-6
Notes to Consolidated Financial Statements
December 31, 2013 and 2012
|
(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. At December 31, 2013, the general partners were Realmark Properties, Inc. (the Corporate General Partner) and Joseph M. Jayson (the Individual General Partner) who was the sole shareholder of J.M. Jayson & Company, Inc. Realmark Properties, Inc. is a wholly-owned subsidiary of J.M. Jayson & Company, Inc. J.M. Jayson & Company also owns 1.6423 units of limited partnerships units. Joseph M. Jayson passed away on June 27, 2014. A successor Individual General Partner was not appointed following Mr. Jayson’s death.
Under the partnership agreement, the general partners and their affiliates can receive compensation for services rendered and reimbursement
for expenses incurred on behalf of the Partnership (note 5).
The accompanying consolidated 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 December 31, 2013 of approximately $3.1 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 obtaining 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.
Upon completion of the audit, the accompanying financial statements have been restated for 2013 from the unaudited version previously made available to reflect additional adjustments and reclassifications. The primarily changes include $159,000 of additional interest expenses and charges from related parties.
|
(2)
|
Restatement of Consolidated Financial Statements
|
We have restated our Consolidated Balance Sheet at December 31, 2013 and 2012 and our Consolidated Statements of Operations, Partner’s Deficit and Cash Flows for the year ended December 31, 2012 as applicable for the accrual of portfolio management expenses and interest expense. The cumulative adjustments to correct the consolidated financial statements for all periods prior to December 31, 2013 were immaterial and are recorded as adjustments to interest expense for the year ended December 31, 2013. The cumulative effect of those adjustments increased previously reported interest expense and affiliated administrative expenses increasing the Net Loss for the year ended December 31, 2013 by $160,000. On the balance sheet for December 31, 2013, the liabilities of the partnership have been adjusted by approximately, $160,000 after netting out the reclassification of and elimination of the amount previously shown on the accrued interest line with the payable to affiliates line.
The summary impacts of the restatement adjustments on the Company’s previously reported consolidated net income for the year ended December 31, 2013 (in thousands):
| Year ended | ||
|
December 31,
|
||
| 2013 | ||
|
Net Loss - Previously reported
|
$
|
(273)
|
|
Interest Expense
|
(127)
|
|
|
Portfolio Management Expenses
|
(33)
|
|
|
Net Loss - Restated
|
$
|
(433)
|
F-7
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
Notes to Consolidated Financial Statements
December 31, 2013 and 2012
|
(2)
|
Restatement of Consolidated Financial Statements, Continued
|
The impact of the restatement on the previously issued consolidated balance sheet as of December 31, 2013 and 2012 and our consolidated statements of operations and cash flows for the fiscal year ended December 31, 2013 as applicable is as follows:
|
Consolidated Balance Sheets
|
As reported
Dec. 31, 2013 |
As reported
Dec. 31, 2012 |
Adjustment
Dec. 31, 2013 |
Adjustment
Dec. 31, 2012 |
Restated
Dec. 31, 2013 |
Restated
Dec. 31, 2012 |
||||||||||||||||||
|
Property and equipment, at cost:
|
||||||||||||||||||||||||
|
Land and improvements
|
299,744 | 299,744 | (0 | ) | (0 | ) | 299,744 | 299,744 | ||||||||||||||||
|
Buildings and improvements
|
2,029,646 | 2,016,446 | (0 | ) | (0 | ) | 2,029,646 | 2,016,446 | ||||||||||||||||
|
Gross Property and equipment
|
2,329,390 | 2,316,190 | (0 | ) | (0 | ) | 2,329,390 | 2,316,190 | ||||||||||||||||
|
Less accumulated depreciation
|
(1,759,295 | ) | (1,678,620 | ) | (0 | ) | (0 | ) | (1,759,295 | ) | (1,678,620 | ) | ||||||||||||
|
Net property and equipment
|
570,095 | 637,570 | (0 | ) | 0 | 570,095 | 637,570 | |||||||||||||||||
|
Cash
|
— | 236 | — | (0 | ) | — | 236 | |||||||||||||||||
|
Accounts receivable, net
|
1,105 | 1,927 | (0 | ) | (0 | ) | 1,104 | 1,927 | ||||||||||||||||
|
Other assets
|
1,031 | 6,549 | (1,031 | ) | 0 | — | 6,549 | |||||||||||||||||
|
Total assets
|
572,230 | 646,282 | (1,031 | ) | (0 | ) | 571,199 | 646,282 | ||||||||||||||||
|
Liabilities:
|
||||||||||||||||||||||||
|
Senior secured loan and accrued interest payable to affiliated party
|
1,358,043 | 1,521,076 | 289,789 | (0 | ) | 1,647,832 | 1,521,076 | |||||||||||||||||
|
Payables to affiliated parties
|
1,379,327 | 1,069,345 | 384,146 | 464,773 | 1,763,473 | 1,534,118 | ||||||||||||||||||
|
Accounts payable and accrued expenses
|
196,838 | 148,512 | (56,628 | ) | (0 | ) | 140,210 | 148,512 | ||||||||||||||||
|
Accrued interest payable to affiliated parties
|
464,773 | 464,773 | (464,773 | ) | (464,773 | ) | — | — | ||||||||||||||||
|
Note payable and accrued interest
|
114,699 | 112,507 | 6,575 | 0 | 121,274 | 112,507 | ||||||||||||||||||
|
Security deposits and prepaid rents
|
27,474 | 25,920 | 0 | 0 | 27,474 | 25,920 | ||||||||||||||||||
|
Total liabilities
|
3,541,154 | 3,342,133 | 159,109 | (0 | ) | 3,700,263 | 3,342,133 | |||||||||||||||||
|
Partners deficit:
|
||||||||||||||||||||||||
|
General partners
|
(270,798 | ) | (262,606 | ) | (4,804 | ) | — | (275,602 | ) | (262,606 | ) | |||||||||||||
|
Limited partners
|
(2,698,126 | ) | (2,433,245 | ) | (155,336 | ) | (0 | ) | (2,853,462 | ) | (2,433,245 | ) | ||||||||||||
|
Total partners deficit
|
(2,968,924 | ) | (2,695,851 | ) | (160,140 | ) | (0 | ) | (3,129,064 | ) | (2,695,851 | ) | ||||||||||||
|
Total liabilities and partners’ deficit
|
572,230 | 646,282 | (1,031 | ) | (0 | ) | 571,199 | 646,282 | ||||||||||||||||
F-8
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
Notes to Consolidated Financial Statements
December 31, 2013 and 2012
|
(2)
|
Restatement of Consolidated Financial Statements, Continued
|
|
As reported
|
Adjustment
|
Restated
|
As reported
|
|||||||||||||
| 12 Months Ended |
12 Months Ended
|
12 Months Ended
|
12 Months Ended | |||||||||||||
|
Consolidated Statements of Operations
|
Dec. 31, 2013
|
Dec. 31, 2013
|
Dec. 31, 2013
|
Dec. 31, 2012
|
||||||||||||
|
Income Statement
|
||||||||||||||||
|
Rental
|
$
|
381,661
|
1,450
|
383,111
|
303,168
|
|||||||||||
|
Interest and other
|
2,503
|
(1,450
|
)
|
1,053
|
3,416
|
|||||||||||
|
Total Income
|
384,164
|
(0
|
)
|
384,164
|
306,584
|
|||||||||||
|
Property operations
|
402,866
|
4,559
|
407,425
|
332,264
|
||||||||||||
|
Interest to affiliates
|
98,518
|
126,756
|
225,274
|
128,104
|
||||||||||||
|
Interest Expense other
|
2,192
|
6,575
|
8,767
|
2,922
|
||||||||||||
|
Affiliates
|
33,337
|
26,069
|
59,406
|
45,652
|
||||||||||||
|
Other
|
39,648
|
(3,819
|
)
|
35,829
|
69,147
|
|||||||||||
|
Depreciation expense
|
80,676
|
(0
|
)
|
80,676
|
82,746
|
|||||||||||
|
Total Expenses
|
657,237
|
160,140
|
817,377
|
660,834
|
||||||||||||
|
Net Loss
|
$
|
(273,073
|
)
|
(160,140
|
)
|
(433,213
|
)
|
(354,250
|
)
|
|||||||
|
Net loss per limited partnership unit
|
$
|
(12.61
|
)
|
(7.40
|
)
|
(20.01
|
)
|
(16.36
|
)
|
|||||||
|
Weighted average number of limited partnership units outstanding
|
21,002.80
|
—
|
21,002.80
|
21,002.80
|
||||||||||||
|
As Reported
|
Adjustment
|
Restated
|
As Reported
|
|||||||||||||
|
12 Months Ended
|
12 Months Ended
|
12 Months Ended
|
12 Months Ended
|
|||||||||||||
|
Consolidated Statements of Partners Deficit
|
Dec. 31, 2013
|
Dec. 31, 2013
|
Dec. 31, 2013
|
Dec. 31, 2012
|
||||||||||||
|
Beginning Balance
|
(2,695,851 | ) | (2,695,851 | ) | (2,341,601 | ) | ||||||||||
|
Net Loss
|
(273,073 | ) | (160,140 | ) | (433,213 | ) | (354,250 | ) | ||||||||
|
Ending Balance
|
(2,968,924 | ) | (160,140 | ) | (3,129,064 | ) | (2,695,851 | ) | ||||||||
|
General Partners
|
||||||||||||||||
|
Beginning Balance
|
(262,606 | ) | — | (262,606 | ) | (251,978 | ) | |||||||||
|
Net Loss
|
(8,192 | ) | (4,804 | ) | (12,996 | ) | (10,628 | ) | ||||||||
|
Ending Balance
|
(270,798 | ) | (4,804 | ) | (275,602 | ) | (262,606 | ) | ||||||||
|
Limited Partner
|
||||||||||||||||
|
Beginning Balance
|
(2,433,245 | ) | (2,433,245 | ) | (2,089,623 | ) | ||||||||||
|
Beginning Balance (in unit)
|
21,002.80 | — | 21,002.80 | 21,002.80 | ||||||||||||
|
Net Loss
|
(264,881 | ) | (155,336 | ) | (420,217 | ) | (343,622 | ) | ||||||||
|
Ending Balance
|
(2,698,126 | ) | (155,336 | ) | (2,853,462 | ) | (2,433,245 | ) | ||||||||
|
Ending Balance (in unit)
|
21,002.80 | 21,002.80 | 21,002.80 | |||||||||||||
F-9
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
Notes to Consolidated Financial Statements
December 31, 2013 and 2012
|
(2)
|
Restatement of Consolidated Financial Statements, Continued
|
|
As reported
|
As reported
|
Adjustment
|
Adjustment
|
Restated
|
Restated
|
|||||||||||||||||||
| Consolidated Statements of |
12 Months Ended
|
12 Months Ended
|
12 Months Ended
|
|||||||||||||||||||||
|
Cash Flows
|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2013
|
Dec. 31, 2012
|
||||||||||||||||||
|
Cash Flows from operating activities
|
||||||||||||||||||||||||
|
Net Loss
|
(273,073
|
)
|
(354,250
|
)
|
(160,140
|
)
|
—
|
(433,213
|
)
|
(354,250
|
)
|
|||||||||||||
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
|
||||||||||||||||||||||||
|
Depreciation
|
80,676
|
82,746
|
(0
|
)
|
(0
|
)
|
80,676
|
82,746
|
||||||||||||||||
|
Accounts receivable
|
823
|
246
|
(1
|
)
|
—
|
822
|
246
|
|||||||||||||||||
|
Other Assets
|
5,518
|
(3,037
|
)
|
1,031
|
—
|
6,549
|
(3,037
|
)
|
||||||||||||||||
|
Accounts payable and accrued expenses
|
48,325
|
(44,505
|
)
|
82,977
|
242,412
|
131,302
|
197,907
|
|||||||||||||||||
|
Accrued interest payable
|
2,192
|
42,252
|
223,082
|
86,088
|
225,274
|
128,340
|
||||||||||||||||||
|
Security deposits and prepaid rents
|
1,554
|
(6,202
|
)
|
(0
|
)
|
—
|
1,554
|
(6,202
|
)
|
|||||||||||||||
|
Net cash provided by (used in) operating activities
|
(133,985
|
)
|
(282,750
|
)
|
146,949
|
328,500
|
12,964
|
45,750
|
||||||||||||||||
|
Cash flows investing activities
|
||||||||||||||||||||||||
|
Additions to property and equipment
|
(13,200
|
)
|
(46,324
|
)
|
—
|
—
|
(13,200
|
)
|
(46,324
|
)
|
||||||||||||||
|
Net Cash Provided by (Used in) Financing Activities
|
||||||||||||||||||||||||
|
Payables to affiliated parties
|
146,949
|
328,500
|
(146,949
|
)
|
(328,500
|
)
|
0
|
—
|
||||||||||||||||
|
Net increase (decrease) in cash
|
(236
|
)
|
(574
|
)
|
0
|
(0
|
)
|
(236
|
)
|
(574
|
)
|
|||||||||||||
|
Cash at beginning of year
|
236
|
810
|
(0
|
)
|
—
|
236
|
810
|
|||||||||||||||||
|
Cash at end of year
|
—
|
236
|
(0
|
)
|
(0
|
)
|
(0
|
)
|
236
|
|||||||||||||||
|
Non-cash financing activities:
|
||||||||||||||||||||||||
|
Conversion of Accounts Payable to Note Payable
|
—
|
109,585
|
—
|
—
|
—
|
109,585
|
||||||||||||||||||
|
Cash paid for interest
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
F-10
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - V
Notes to Consolidated Financial Statements
December 31, 2013 and 2012
|
(3)
|
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:
|
i.
|
Realmark Camelot, LLC, a dormant company.
|
|
ii.
|
Realmark Commercial, LLC that owns an approximately 35,000 square foot building in Commercial Park West located in Durham, North Carolina.
|
|
(b)
|
Estimates
|
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
(c) Receivables and Bad Debt
The Partnership uses the allowance method for uncollectible accounts. Charges to this account are made on a case-by-case basis. Increases or decreases to the allowance are charged to bad debt expense. At December 31, 2013 and 2012, bad debt expense amounted to $0. The allowance for doubtful accounts amounted to $43,900 at December 31, 2013 and 2012.
F-11
Notes to Consolidated Financial Statements, Continued
|
(3)
|
Summary of Significant Accounting Policies, Continued
|
|
(d)
|
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, 2013 and 2012, no impairment in value has been recognized.
|
(e)
|
Concentrations of Credit Risk
|
Financial instruments that potentially subject the Partnership to concentrations of credit risk consist principally of cash and cash equivalent accounts in financial institutions. Although the accounts exceed the federally insured deposit amount, management does not anticipate nonperformance by the financial institution.
|
(f)
|
Rental Income
|
Rental income is recognized as earned according to the terms of the leases. Commercial leases are generally for periods of one to five years. Delinquent residential property rent is not recorded.
|
(g)
|
Per Unit Data
|
Per limited partnership unit data is based on the weighted average number of limited partnership units outstanding for the year. There are no potentially dilutive instruments outstanding.
F-12
Notes to Consolidated Financial Statements, Continued
|
(3)
|
Summary of Significant Accounting Policies, Continued
|
|
(i)
|
Fair Value of Financial Instruments
|
Due to their short-term nature and interest rates that approximate market rates, the fair value of the Partnership’s financial instruments approximated their carrying values at December 31, 2013 and 2012.
|
(k)
|
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 3 and 7), it is anticipated that there will be no future distributions of net cash flow from operations. Sale or refinancing proceeds are distributed to the extent available, 100% to the limited partners until there has been a return of the limited partner’s capital contribution plus an amount sufficient to provide a 7%, not compounded, return on their adjusted capital contributions for all years following the termination of the offering of the units. After payment of outstanding obligations, 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.
|
(l)
|
Income Taxes
|
As a limited partnership, the Company's taxable income or loss is allocated to members in accordance with their respective percentage ownership. Therefore, no provision or liability for income taxes has been included in the financial statements.
Accounting principles generally accepted in the United States of America require management to evaluate tax positions taken by the Company and recognize a tax liability if the Company has taken an uncertain position that more likely than not would not be sustained upon examination by taxing authorities. Management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. With few exceptions, the Company is no longer subject to income tax examinations by the U.S. federal, state, or local tax authorities for years before 2010.
|
(l)
|
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.
|
(m)
|
Reclassifications
|
Certain 2012 amounts have been reclassified to be consistent with the 2013 presentation. This change had no effect on previously reported current assets, current liabilities or net loss.
F-13
Notes to Consolidated Financial Statements, Continued
(4) Investments in Real Estate
Effective January 1, 2001, the Partnership entered into a plan to dispose of the property Commercial Park West. The carrying value of the assets of Commercial Park West amounted to $570,095 and $637,570 at December 31, 2013 and 2012, respectively. The property generated a net loss of $433,213 and $354,250 for the years ended December 31, 2013 and 2012, respectively. As of December 31, 2013 and 2012, based on market conditions, there was not an active program in place to sell the assets and they were not being actively marketed for sale. Accordingly, the assets have not been classified as assets held for sale. Subsequent to December 31, 2013, a real estate agent was retained and the assets are being actively marketed and a subsequent sale is probable. Accordingly, the classification is expected to change for the year ended December 31, 2014.
(5) Related Party Transactions
The Corporate General Partner and its affiliates earn fees, principally for property and partnership management and are reimbursed for services rendered to the Partnership, as provided for in the partnership agreement. A summary of those items for the year ended December 31, 2013 and 2012 is as follows:
| 2013 |
|
2012 | |||
|
Property management fees based on a percent-
|
|||||
|
age (generally 6%) of the rental income
|
$
|
26,146
|
|
$ |
17,652
|
|
Reimbursement for cost of services to the
|
|||||
|
Partnership that include investor relations,
|
|||||
|
marketing of properties, professional fees,
|
|||||
|
communications, supplies, accounting,
|
|||||
|
printing, postage and other items
|
33,260
|
28,000
|
|||
|
$
|
59,406
|
$ |
45,652
|
||
In addition to the above, other property specific expenses incurred by affiliates such as payroll, benefits, etc., amounting to $151,627 are charged to property operations on the Partnership’s consolidated statements of operations. Certain payables to affiliated parties are payable on demand and bear interest at 8% in 2013 and 2012.
F-14
Notes to Consolidated Financial Statements, Continued
(5) Related Party Transactions, (Continued)
Payable to Affiliated Parties
Payable to affiliates amounted to $ 3,411,305 and $ 3,055,194 at December 31, 2013 and 2012, respectively. Of this amount, $1,066,719 is payable to an affiliate under a Memorandum of Understanding Agreement dated December 8, 2006. Under the terms of this agreement, the Partnership agrees to repay this loan plus interest at a rate of 8% per annum, upon the sale of the remaining building at Commercial Park West, 2327 Englert Drive, which is currently being marketed for sale. As of December 31, 2013 and 2012, accrued interest from this agreement, totaled $ 591,529 and $464,773, respectively. J.M. Jayson & Company, Realmark Properties, Inc. and other subsidiaries of J.M. Jayson and Company have advanced additional amounts to the Partnership and deferred collection of amounts owed for services to fund working capital needs. These advances bear interest at the rate of 8% and amount to $1,763,473 and $1,534,118 as of December 31, 2013 and 2012, respectively, including accrued interest. Total interest expense incurred on amounts owed to affiliated parties for the years ended December 31, 2013 and 2012 was $225,274 and $128,104, respectively.
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.
|
(6)
|
Leases
|
In connection with the operation of Commercial Park West, a commercial property, the Partnership has entered into numerous operating leases with terms from 1 to 4 years. Future rentals to be received on non-cancelable operating leases with terms of more than one year are as follows:
|
2014
|
$
|
341,417
|
|
2015
|
105,925
|
|
|
2016
|
28,773
|
|
|
$
|
476,115
|
|
(7)
|
Notes Payable
|
The Partnership has a note payable outstanding to a third party related to services provided for $109,585 plus accrued interest of $11,689 at December 31, 2013 and $2,922 at December 31, 2012. Subsequent to December 31, 2013, this obligation was settled.
F-15
Notes to Consolidated Financial Statements, Continued
(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-16