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EX-21 - SUBSIDIARIES OF THE PARTNERSHIP - REALMARK PROPERTY INVESTORS LTD PARTNERSHIP Vex-21.htm
EX-32 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 - REALMARK PROPERTY INVESTORS LTD PARTNERSHIP Vex-32.htm
EX-31 - CERTIFICATION PURSUANT TO RULE 13A-14(A), AS ADOPTED PURSUANT TO SECTION 302 - REALMARK PROPERTY INVESTORS LTD PARTNERSHIP Vex-31.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
 
 
 
 
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the Fiscal Year Ended December 31, 2014
 
 
or
 
 
 
 
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
 
 
 
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
 
(State of Formation)
(I.R.S. Employer
 
 
Identification No.)
 
 
 
 
2350 North Forest Road, Getzville, New York 14068
(Address of Principal Executive Office)
 
 
Registrant's Telephone Number, including area code: (716) 636-9090
 
 
Securities registered pursuant to Section 12(b) of the Act: None
 
 
 
Securities registered pursuant to Section 12(g) of the Act: Units of Limited Partnership Interest
 
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes
[X] No
 
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 
[ ] Yes
[X] No


 
 
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.

Large accelerated filer
[ ]
Accelerated filer
[ ]
Non-accelerated filer
(Do not check if a smaller reporting company) [ ]
Smaller reporting company
[X]
 
 
 
 
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).

 


 
 























REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
 
 
PART I

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 Partner is Realmark Properties, Inc. (the "Corporate General Partner"), a Delaware corporation.

    Joseph M. Jayson served as individual general partner of the Partnership (the "Individual General Partner") along with the Corporate General Partner until he 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, 2014 and 2013, the Partnership, either directly or through wholly owned subsidiary companies, owned an approximately 35,000 square foot building in Durham, North Carolina (Commercial Park West).

The Partnership made the decision to adopt the liquidation basis of accounting on December 31, 2014 as a result of the Partnership beginning to actively market their property for sale in the fourth quarter of calendar year 2014.  As of the filing of this report, the Partnership has not executed an agreement to sell the property.

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, 2014, 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, 2014 were employees of the Corporate General Partner or its affiliates.

The percent of total Partnership revenue generated by Commercial Park West was 100% for 2014 and 2013.

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
 
 
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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
 
 
to be accurate due to, among other things, economic or market conditions or the failure of the Partnership to sell an investment which is under contract.
 
ITEM 1A: RISK FACTORS

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:

●  
real estate related risks;
●  
financing risks;
●  
tax risks;
●  
environmental and other legal risks; and
●  
risks for investors.

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:

●  
decrease the rental rates that we would be able to charge in the absence of such direct competition; and
●  
reduce the occupancy rates that we would otherwise be able to achieve.

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.


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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
 
 
ITEM 1A: RISK FACTORS (cont'd)
 

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.

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.



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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
 
 
ITEM 1A: RISK FACTORS (cont'd)

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:

●  
the risk that our cash flow will be insufficient to meet required payments of principal and interest; and
●  
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.

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.  For a description of prior legal proceedings, see Item 3 to this Annual Report on Form 10-K.




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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
 
 
ITEM 1A: RISK FACTORS (cont'd)


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:

●  
we may have to pay for property damage and for investigation and clean-up costs incurred in connection with the contamination;
●  
the law typically imposes clean-up responsibility and liability regardless of whether the owner or operator knew of or caused the contamination;
●  
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
●  
governmental entities or other third parties may sue the owner or operator of a contaminated site for damages and costs.

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.

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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
 
 
ITEM 1A: RISK FACTORS (cont'd)
 
Environmental laws also govern the presence, maintenance and removal of asbestos. Those laws require that owners or operators of buildings containing asbestos:

●  
properly manage and maintain the asbestos;
●  
notify and train those who may come into contact with asbestos; and
●  
undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building.

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.

Risks for Investors

We may never make any distributions to holders of our units of partnership interest.

We 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 Annual Report on Form 10-K.
 
ITEM 1B: UNRESOLVED STAFF COMMENTS

None.
 
 
 
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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
 
 
ITEM 2: PROPERTIES

As of December 31, 2014, 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 2014 and 2013 year-end occupancy rate were 94% and 66%, respectively. As of December 31, 2014 there is no mortgage loan on the Commercial Park West property.

The Partnership began to actively market their property in the fourth quarter of calendar year 2014.

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, to the extent calculable at this time have been estimated and accrued for on our financial statements, 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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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V


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, 2014, there were 1,914 record holders of units of limited partnership interest.

The Partnership is a limited partnership and, accordingly, does not pay dividends but rather may return cash in the form of distributions 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 2), 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 from the sale of the Partnership's remaining property to provide this return to the limited partners. There were no distributions to partners made in 2014 and 2013.

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.
 
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
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 $ 3,944,926 and $ 3,411,305 at December 31, 2014 and 2013, respectively. The Partnership made no distributions to partners in 2014 or 2013. 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. Following the eventual sale of the Company's remaining property, it is anticipated that no cash will be distributed to the limited partners since it will be reduced by the amount of fees payable to the plaintiffs' legal counsel in connection with the
 
 
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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
 
 
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont'd)
 
settlement agreement (Item 3) and any outstanding liabilities (including those liabilities incurred with regard to the sale of the Partnership's property).

During the fourth quarter of calendar year 2014, 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. The Partnership made the decision to adopt the liquidation basis of accounting on December 31, 2014 as a result of the Partnership engaging a real estate broker and beginning to actively market their property in the fourth quarter of calendar year 2014.  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 $375,044 in 2014 compared to a net loss of $433,213 in 2013.

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.

2014 as compared to 2013

As discussed previously, the Partnership has one remaining property, Commercial Park West, which experienced an increase in rental income of approximately 23.7% for the year ended December 31, 2014 as compared to 2013 due to a decrease in vacancies.  The Partnership had a third party note including interest aggregating to $121,274 at December 31, 2013 that was settled for payments aggregating $99,600 resulting in a gain of $21,674 included in other income.

Total expenses for the year ended December 31, 2014 increased approximately $60,000 as compared to 2013. Property operations increased approximately $59,000 due to an increase in contracted services, utilities, insurance and repairs and maintenance. Administrative expense and reimbursement to affiliated parties increased approximately $18,000 due to additional consulting and audit related fees.
 
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Listed under Item 15 of this report.
 
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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
 
 

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.
 
ITEM 9A: CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.  The Partnership maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Partnership in reports that it files or submits under the Exchange Act is recorded, 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 Principle 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 Principle 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 is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.   Based on that evaluation, management concluded that the Partnership's internal control over financial reporting was not effective as of December 31, 2014.

Because of the Partnership's small size and limited financial resources, there is a limited number of persons, including the Principle 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 lack of expertise with complex GAAP and Securities and Exchange Commission ("SEC") reporting matters, constitute
 
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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
 
 
 
ITEM 9A: CONTROLS AND PROCEDURES (cont'd)
 
material weaknesses in financial reporting.  These material weaknesses have also resulted in the correction of errors and amended 10-K disclosed in prior periods.  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, during the year ended December 31, 2014 and subsequent to December 31, 2014 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.

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 rules of the SEC that do not apply to the Partnership as a smaller reporting company.

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
 
None.


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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
 

PART III
 

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Partnership, as an entity, does not have any directors or officers. The directors and executive officers of Realmark Properties, Inc., the Partnership's Corporate General Partner, as of December 31, 2014, are listed below.  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
Matthew P. Iak
 
President and Director
 
2014
Jordan M. Jayson
 
Director
 
2014
Alan J. Laurita
 
Director
 
2014
 
Matthew P. Iak
Mr. Iak, age 38, 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.
Jordan M. Jayson
Mr. Jayson, age 39, is the Chief Executive Officer of U.S. Energy Development Corporation, a position he has held since February of 2014 and has been a member of the Board since August 2014. Prior to that date, he held a number of other management positions since he joined U.S. Energy Development Corporation in 2009. Following his graduation from Johns Hopkins University with a B.A., Mr. Jayson worked in the financial industry in New York and London and has an extensive background in portfolio management and trading.
Alan J. Laurita
Mr. Laurita, age 68, a partner at the law firm of Hodgson Russ LLP since 2011, has more than 40 years of experience as an attorney and former business executive in the oil and gas industry. He has been a member of the Board since August 2014. Mr. Laurita's practice includes assisting oil and gas companies in the full range of their legal needs, representing larger landowners in connection with leasing property for oil and gas development, handling the sale and purchase of real property and representing lending institutions and borrowers in secured loan transactions. Mr. Laurita received both his B.S. in Business Administration and J.D. from the State University of New York at Buffalo.
 
 
13

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
 
 
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (cont'd)

There was no prior arrangement or understanding with any of these directors pursuant to which such director was selected as a director. Mr. Iak and Mr. Jayson are brothers-in-law. Messrs. Iak, Jayson and Laurita all serve as directors of Realmark Property Investors Limited Partnership – II and Realmark Property Investors Limited Partnership – VI-A.
 
Audit, Nominating and Compensation Committee Disclosures
Following Mr. Jayson's death on June 27, 2014, the Board of Directors of the Corporate General Partner no longer maintained 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, 2014 and 2013. 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.

14

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V



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, 2014. The general partners and the executive officers of the Corporate General Partner, as of December 31, 2014, 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."
 
ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Engagement: Freed Maxick CPAs, P.C was engaged as the Partnership's independent auditor for 2014 and 2013 and Malin, Bergquist & Co., LLP was engaged as the Partnership's independent auditor for the first three quarters of 2013. All fees incurred for the years ended December 31, 2014 and 2013 were, to the Partnership's knowledge, approved 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 years ended December 31, 2014 and 2013 amounted to $22,500 and $18,334, respectively.    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, 2014 and 2013. The fees for these services amounted to $6,520 and $5,435 for the years ended December 31, 2014 and 2013, respectively.

All Other Fees: None.
 
 
15

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
 
 
ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES (cont'd)

For fiscal year 2014, the Board of Directors of the Corporate General Partner on behalf of the Partnership, 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 Board of Directors of the Corporate General Partner. No other fees related to 2014 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 Board of Directors 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 Board of Directors of the Corporate General Partner 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 to the annual report on Form 10-K for the year ended December 31, 2014.











16

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V


PART IV

ITEM 15: EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES
 
(a) Consolidated Statements of Net Assets in Liquidation
 
Page
 
 
 
Report of Independent Registered Public Accounting Firm
 
F-1
 
 
 
Consolidated Statement of Deficiency in Net Assets in Liquidation as of
December 31, 2014 and Consolidated Balance Sheet as of December 31, 2013
 
F-2
 
 
 
Consolidated Statements of Partners' Deficit for the periods
ended December 31, 2014 and 2013
 
 
F-3
     
Consolidated Statements of Operations for the periods ended
December 31, 2014 and 2013
 
 
F-4
     
 Consolidated Statements of Cash Flows for the periods ended
December 31, 2014 and 2013
 
F-5
 
 
 
Consolidated Statements of Changes in Deficiency in Net Assets in Liquidation
for the period ended December 31, 2014
 
F-6
 
 
 
Notes to Consolidated Statements
 
F-7 - F-12
 
All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or the notes thereto.
 
(b)  
Exhibits

2.  
Plan of acquisition, reorganization, arrangement, liquidation, or succession.

(a)  
Stipulation of Settlement Agreement dated August 29, 2001 filed as Exhibit 2a to the Partnership's Annual Report on Form 10-K for the year ended December 31, 2001 as filed with the SEC on April 15, 2002 is incorporated herein by reference.  (File No. 000-16561)

(b)  
Order and Final Judgment Approving Settlement and Awarding Fees and Expenses dated November 29, 2001 filed as Exhibit 2b to the Partnership's Annual Report on Form 10-K for the year ended December 31, 2001 as filed with the SEC on April 15, 2002 is incorporated herein by reference. (File No. 000-16561)
 
4. Instruments defining the rights of security holder, including indentures.
 
 
17

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V

 
(a)  
First Amended and Restated Agreement and Certificate of Limited Partnership filed with the Registration Statement of the Registrant on 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.


 
18

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V

 

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
 
February 19, 2016
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
 
February 19, 2016
Matthew P. Iak
 
Date
President and Director, 
   
(Principal Executive Officer and
Principal Financial Officer)
 
 
 
/s/ Jordan M. Jayson
 
February 19, 2016
Jordan M. Jayson,
 
Date
Director
 
 
 
/s/ Alan J. Laurita
 
February 19, 2016
Alan J. Laurita,
 
Date
Director
 
 


 
19

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V


 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Partners of Realmark Property Investors Limited Partnership - V

We have audited the accompanying consolidated statement of deficiency in net assets in liquidation of Realmark Property Investors Limited Partnership - V (the Partnership) as of December 31, 2014, and the related consolidated statements of changes in deficiency in net assets in liquidation for the period ended December 31, 2014.  We also audited the accompanying consolidated balance sheet as of December 31, 2013, and the related consolidated statements of operations, partners' deficit, and cash flows for the periods ended December 31, 2014 and 2013.  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 audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the deficiency in net assets in liquidation of Realmark Property Investors Limited Partnership - V as of December 31, 2014, the financial position of Realmark Property Investors Limited Partnership – V as of December 31, 2013 and the changes in deficiency in net assets in liquidation for the period ended December 31, 2014, and the results of its operations and cash flows for the periods ended December 31, 2014 and 2013 in conformity with U.S. generally accepted accounting principles.
On December 31, 2014 the Partnership adopted the liquidation basis of accounting as disclosed in Note 2 to the consolidated financial statements.  As a result the assets and liabilites have been adjusted to their net realizable value and the presentation of the basic financial statements has been revised.
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.






Buffalo, New York
February 19, 2016

F-1

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
 
 
 
Consolidated Statements of Deficiency in Net Assets in Liquidation as of December 31, 2014 and
Consolidated Balance Sheet as of December 31, 2013
 
           
Assets
 
2014
   
2013
   
 
   
 
Property and Equipment at fair value
 $
                3,215,597
   $
                570,095
Cash
 
27,689
   
-
Accounts receivable, net
 
               7,155
   
1,105
Other assets
 
8,797
   
-
Total assets
 $
         3,259,238
   $
               571,200
Liabilities and Partners' Deficit
         
Liabilities:
         
Senior secured loan and accrued interest payable to affiliated party
 $
               1,732,336
   $
          1,647,832
Payables to affiliated parties, including accrued interest
 
2,212,590
   
1,884,747
Accounts payable and accrued expenses
 
88,699
   
140,211
Liquidation accrual
 
477,420
   
-
Security deposits and prepaid rents
 
56,504
   
27,474
Total liabilities
 
4,567,549
   
3,700,264
Partners' deficit:
         
General partners
 
-
   
               (275,602)
Limited partners
 
-
   
             (2,853,462)
Total partners' deficit
 
-
   
             (3,129,064)
Total liabilities and partners' deficit
 $
                        -
   $
               571,200
Deficiency in net assets in liquidation
 $
$ (1,308,311)
   $
                         -



See accompanying notes to consolidated financial statements.



F-2

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V

 
 
  Consolidated Statement of Partners' Deficit
  For the periods ended December 31, 2014 and 2013
 
 
 
 
 
  Limited Partners
 
 
 
General
Partners  
 
Units
 
 
Amount
Balance at December 31, 2012
 
$
(262,606)
 
  21,002.80
 
  $
(2,433,245)
Net Loss
 
 
(12,996)
 
 
 
 
(420,217)
 
 
 
 
 
 
 
 
 
Balance at December 31, 2013
 
$
(275,602)
 
  21,002.80
 
  $
(2,853,462)
Net Loss
   
(11,251)
       
(363,793)
Close out partner's deficit to
net deficit in liquidation 
 
 
286,853 
 
 
 
 
3,217,255 
Balance at December 31, 2014
 
$
-    
 
  21,002.80
 
  $
-    
 








See accompanying notes to consolidated financial statements.


 









F-3

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V



  Consolidated Statements of Operations
  For the periods ended December 31, 2014 and 2013
 
 
 
 
2014
 
 
2013
 
 
 
 
 
 
 
Income:
 
 
 
 
 
 
Rental
 
  $
473,940
 
$
383,111
Interest and other
 
 
28,849
 
 
1,053
Total Income
 
 
502,789
 
 
384,164
Expenses:
 
 
 
 
 
 
Property operations
 
 
 466,100
 
 
407,425
Interest to affiliates
   
211,731
   
225,274
Interest expense, other
   
0
   
8,767
Administrative:
 
 
 
 
 
 
Affiliates
 
 
 38,480
 
 
59,406
Other
 
 
 74,463
 
 
35,829
Depreciation expenses
 
 
87,059
 
 
80,676
Total Expenses
 
 
  877,833
 
 
817,377
 
 
 
 
 
 
 
Net loss from operations
  
  $
 (375,044)
 
$
  (433,213)
Net loss per limited partnership unit
 
$
(17.32)
 
$
(20.01)
 
 
 
 
 
 
 
Weighted average number of limited
 
 
 
 
 
 
partnership units outstanding
 
 
21,002.80
 
 
21,002.80
 
 
See accompanying notes to consolidated financial statements.


 




F-4

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V


 
Consolidated Statements of Cash Flows
For the periods ended December 31, 2014 and 2013
 
 
 
 
 
 
 
2014
 
 
2013
 
 
 
 
 
Cash flows from operating activities
 
 
 
 
 
  Net loss
$
(375,044)
 
$
(433,213)
  Adjustments to reconcile net loss to net cash
 
 
 
 
 
    provided by operating activities
 
 
 
 
 
  Depreciation
 
87,059
 
 
80,676
Changes in:
 
 
 
 
 
  Accounts receivable
 
(6,050)
 
 
822
  Other assets
 
(8,797)
 
 
6,549
  Accounts payable and accrued expenses
 
149,104
 
 
131,302
  Accrued interest payable
 
211,731
 
 
225,274
  Security deposits and prepaid rents
 
29,030
 
 
1,554
  Net cash provided by operating activities
 
87,033
 
 
12,964
 
 
 
 
 
 
Cash flows investing activities
 
 
 
 
 
  Additions to property and equipment
 
              (59,344)
   
   (13,200)
Net cash used in investing activities
 
             (59,344)
   
  (13,200)
Net increase (decrease) in cash
 
27,689
 
 
(236)
 
 
 
 
 
 
Cash at beginning of period
 
-
 
 
236
 
 
 
 
 
 
Cash at end of period
$
27,689
 
$
-
Cash paid for interest
$
-
 
$
-
 
 
See accompanying notes to consolidated financial statements.
 







F-5

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V




Consolidated Statement of Changes in Deficiency in  Net Assets in Liquidation
For the period ended December 31, 2014
 
 
 
 
December 31, 2014
 
 
 
Net assets in liquidation at beginning of period
$
-
Partner's deficit at close of business
 
(3,504,108)
Cumulative effect of adjusting fixed assets to fair value
 
2,673,217
Estimated costs to liquidate
 
(477,420)
     
Deficiency in net assets in liquidation after liquidation costs
$
(1,308,311)






 
 
 
See accompanying notes to consolidated financial statements.
 
 
 
F-6

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
Note to Consolidated Financial Statements
 
 
 
 
(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 4).

(2)  
Summary of Significant Accounting Policies

(a)  
Basis of Accounting and Consolidation

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Partnership and its two subsidiaries that are wholly-owned:

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.

Beginning on December 31, 2014 the Partnership changed its basis of accounting from accrual basis to the liquidation basis. Under the liquidation basis of accounting, assets are stated at their net realizable values and liabilities are stated at their estimated settlement amounts.

The Partnership's decision to adopt the liquidation basis of accounting on December 31, 2014 is the result of the Partnership beginning to actively market their property in the fourth quarter of calendar year 2014.  The liquidation of the Commercial Park West property will allow the Partnership to begin the process of dissolving the partnership.  This is expected to occur in calendar year 2016 and the Partnership expects to complete its dissolution by the end of calendar year 2016.  The property has been adjusted to a net realizable value of $3,215,597.  Management reviewed market conditions and consulted with real estate agents in the area to arrive at the value.


F-7

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
Note to Consolidated Financial Statements
 
 
(2)  
Summary of Significant Accounting Policies (cont'd)

The only asset that was remeasured for liquidation purposes is property and equipment. Management has estimated that the fair value of all other assets held in liquidation, approximates the carrying value at the date of adoption.

The costs accrued in the statement of deficiency in net assets in liquidation in order to complete liquidation of the Partnership is $477,420 at December 31, 2014.  These costs relate to the operating losses incurred from January 1, 2015, through the December 31, 2015 as well as administrative costs expected to be incurred through the formal dissolution of the Partnership, offset by rental income.
 
(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, 2014 and 2013, the bad debt expense is $1,174 and $0, respectively.   The allowance for doubtful accounts amounted to $874 and $43,900 at December 31, 2014 and 2013, respectively.

(d)  
Property and Equipment

Through December 31, 2014, property and equipment was recorded at cost. Beginning December 31, 2014, in accordance with the liquidation basis of accounting, property and equipment were adjusted to their realizable value.  The value used to estimate the fair value of the building at December 31, 2014 is based on market analysis and consultation with real estate experts in the area.  During the period of operations, depreciation was provided using the straight-line method over the estimated useful lives of the assets, from 5 to 25 years. Significant improvements were capitalized, while expenditures for maintenance, repairs and replacements were 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


F-8

 
 
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
Note to Consolidated Financial Statements
 

(2)  
Summary of Significant Accounting Policies (cont'd)
 
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, 2014 and 2013, no impairment in value has been recognized.

Upon adoption of the liquidation basis, depreciation is no longer recorded. Any changes in the estimate of net realizable value will be reflected in the statement of changes in net assets in liquidation.
(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.

(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.

(h)  
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, 2014 and 2013.

(i)  
Income Allocation and Distributable Cash Flow

The partnership agreement provides that income not arising from sale and refinancing activities and all partnership losses are to be allocated 97% to the limited partners and 3% to the general partners. Partnership income arising from sale or refinancing activities is allocated in the same proportion as distributions of distributable cash from sale proceeds. In the event there is no distributable cash from sale proceeds, taxable income will be allocated 87% to the limited partners and 13% to the general partners. The above is subject to tax laws that were applicable at the time of the formation of the Partnership and may be adjusted due to subsequent changes in the Internal Revenue Code.

F-9

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
Note to Consolidated Financial Statements
 
 
(2)  
Summary of Significant Accounting Policies (cont'd)

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), 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 from the sale of the Partnership's remaining property to provide this return to the limited partners.

(j)  
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 2011.
 
(k)  
Reclassifications
 
Certain 2013 amounts have been reclassified to be consistent with the 2014 presentation. This change had no effect on previously reported current assets, current liabilities or net loss.

(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.

(3)  
Investments in Real Estate

Effective January 1, 2001, the Partnership entered into a plan to dispose of the property Commercial Park West.  The Partnership engaged a real estate broker and began to actively market their property in the fourth quarter of calendar year 2014.   As a result, the decision was made to adopt the liquidation basis of accounting on December 31, 2014. (See Note 2).

 
F-10

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
Note to Consolidated Financial Statements
 
 
(4)  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 years ended December 31, 2014 and 2013 is as follows:

 
  2014
 
 
  2013
Property management fees based on a percent-
 
 
 
 
 
age (generally 6%) of the rental income
$
25,714
 
$
26,146
           
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
 
12,766
 
 
33,260
 
$
38,480
 
$
59,406

In addition to the above, other property specific expenses incurred by affiliates such as payroll, benefits, etc., amounting to $143,709 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 2014 and 2013.

Payable to Affiliated Parties

Payable to affiliates amounted to $3,944,926 and $3,532,579 at December 31, 2014 and 2013, 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, 2014 and 2013, accrued interest from this agreement, totaled $676,034 and $591,529, 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 $2,212,590 and $1,884,747 as of December 31, 2014 and 2013, respectively, including accrued interest. Included in these advances at December 31, 2014 is $99,600 that was borrowed from an affiliate to settle a note payable to a third party.  The third party note including interest aggregating to $121,274 at December 31, 2013 was settled for payments aggregating $99,600 resulting in a gain of $21,674 included in other income.  The advance does not bear interest.  Total interest expense incurred on amounts owed to affiliated parties for the years ended December 31, 2014 and 2013 was $211,731 and $225,274, respectively.


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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP – V
Note to Consolidated Financial Statements
 

(4)  Related Party Transactions (cont'd)

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 and is not expected to be paid following the sale of the Partnership's remaining property.

(5)  
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, to the extent calculable at this time have been estimated and accrued for in our financial statements, 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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