Attached files
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-K
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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, 2015
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or
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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 ___
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Commission File Number 0-17466
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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VIA
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(Exact Name of Registrant as specified in its Charter)
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Delaware
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16-1309987
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(State of Formation)
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(I.R.S. Employer
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Identification No.)
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2350 North Forest Road, Getzville, New York 14068
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(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
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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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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
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[ ]
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Accelerated filer
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[ ]
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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
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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).
RECENT DEVELOPMENTS
As noted in the Current Report on Form 8-K filed on December 20, 2016, in connection with the winding up of the Partnership, on or around December 16, 2016,the Partnership expects to begin making liquidating distribution to the holders of the limited partnership units in the Partnership in the aggregate amount of $467,941 or $2.973 per limited partnership unit. The Partnership expects to cancel the Partnership during 2017. The Partnership did not file its Quarterly Reports on Form 10-Q filings for the year ended December 31, 2015. As a result, the information that would have been included in those filings is included in this Form 10-K filing. See pages F-10 to F-22 for our 2015 quarterly interim financial statements.
The Partnership’s primary business and its only industry segment was to own and operate income-producing real property for the benefit of its partners.
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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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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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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 commercial property that secures the receivable of our joint venture could significantly affect our affiliate’s ability to operate that property and impair their ability to repay amounts owed to our joint venture. Their 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 the business and results of operations of our affiliate.
The affiliate of our joint venture carries comprehensive liability, fire, flood, extended coverage and rental loss insurance on the property, 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. The affiliate may not be able to maintain their insurance at a reasonable cost or in sufficient amounts to protect us against potential losses. Further, the insurance costs could increase in future periods. If the affiliate suffers a substantial
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.
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.
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 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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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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The payable to the general partners and/or their affiliates by the Realmark Property Investors Limited Partnership VI-A at March 31, 2001, in the amount of $481,598, cease to accrue interest.
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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.
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The settlement also provided for the payment by the Partnerships of fees to the plaintiffs’ attorneys. These payments, which 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. There are no additional fees to be paid under this arrangement.
The Partnership owns 50% of a Joint Venture, which owned the Research Triangle Industrial Park West, an office/warehouse facility located in Durham County, North Carolina, which was sold in December 2006. The investment is accounted for under the equity method. The resulting income is approximately $31,000 in 2015 and 2014.
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 Partnership 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.
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Title of All Positions Held with
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Year First Elected
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Name
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the Corporate General Partner
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to Position
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Matthew P. Iak
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President and Director
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2014
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Jordan M. Jayson
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Director
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2014
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Alan J. Laurita
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Director
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2014
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Alan J. Laurita
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.”
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.
ITEM 15: EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES
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(a) Consolidated Financial Statements
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Page
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Report of Independent Registered Public Accounting Firms
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F-1
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Consolidated Statements of Net Assets in Liquidation as of December 31, 2015 and 2014
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F-2
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Consolidated Statements of Changes in Net Assets in Liquidation for the years ended December 31, 2015 and 2014
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F-3
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Notes to the Consolidated Financial Statements as of and for the years ended December 31, 2015 and 2014
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F-4 - F-9
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Unaudited Consolidated Statements of Net Assets in Liquidation as of March 31, 2015 and December 31, 2014 |
F-10 |
Unaudited Consolidated Statements of Changes in Net Assets in Liquidation for the three months ended March 31, 2015 and 2014 |
F-11 |
Unaudited Consolidated Statements of Net Assets in Liquidation as of June 30, 2015 and December 31, 2014 |
F-12 |
Unaudited Consolidated Statements of Changes in Net Assets in Liquidation for the six months ended June 30, 2015 and 2014 |
F-13 |
Unaudited Consolidated Statements of Net Assets in Liquidation as of September 30, 2015 and December 31, 2014 |
F-14 |
Unaudited Consolidated Statements of Changes in Net Assets in Liquidation for the nine months ended
September 30, 2015 and 2014
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F-15 |
Notes to the Unaudited Consolidated Financial Statements for the Periods ended March 31, June 30,
September 30, 2015 and 2014
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F-16 - F-22 |
2.
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Plan of acquisition, reorganization, arrangement, liquidation, or succession
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(a)
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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. 000-17466)
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(b)
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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 SEC on April 15, 2002 are incorporated herein by reference. (File No. 000-17466)
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(a)
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Amended and Restated Agreement Certificate and Agreement of Limited Partnership filed with the Registration Statement of the Registrant on Form S-11, filed September 30, 1987 and subsequently amended, is incorporated herein by reference.
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10.
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Material contracts
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(a)
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Property Management Agreement with Realmark Corporation filed with the Registration Statement of the Registrant on Form S-11, filed with SEC on September 30, 1982 and amended to date is incorporated herein by reference.
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14. Code of Ethics filed December 31, 2003, are incorporated herein by reference.
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Filed herewith
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**
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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.
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REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VIA
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By: REALMARK PROPERTIES, INC.
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its Corporate General Partner
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/s/ Matthew P. Iak
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February 17, 2017
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Matthew P. Iak,
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Date
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President
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/s/ Matthew P. Iak
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February 17, 2017
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Matthew P. Iak
President and Director,
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Date
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(Principal Executive Officer and
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Principal Financial Officer) |
s/ Jordan M. Jayson
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February 17, 2017
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Jordan M. Jayson,
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Date
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Director
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/s/ Alan J. Laurita
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February 17, 2017
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Alan J. Laurita,
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Date
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Director
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/s/ Freed Maxick, CPAs, P.C.
Consolidated Statements of Net Assets in Liquidation
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(Liquidation Basis)
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December 31, 2015 and 2014
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2015 | 2014 | |||||
Assets | ||||||
Cash | $ | 271 | $ | 271 | ||
Receivable from affiliates |
1,656,617 |
1,577,531 |
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Equity interest in unconsolidated joint venture |
1,273,357 |
1,231,695 | ||||
Total assets | $ | 2,930,245 | $ |
2,809,497 |
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Liabilities | ||||||
Accounts payable and accrued expenses |
370,004 |
374,006 |
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Payable to affiliates |
2,064,946 |
1,965,116 | ||||
Total liabilities | 2,434,950 | 2,339,122 | ||||
Net assets in liquidation | $ | 495,295 | $ | 470,375 |
Consolidated Statements of Changes in Net Assets in Liquidation
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For the periods ended December 31, 2015 and 2014
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December 31, 2015
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December 31, 2014
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Net assets in liquidation at Beginning of period
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$
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470,375
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$ |
480,759
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Plus: Net Accrued Interest Receivable on Affiliated Balances
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40,248
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43,414
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Less: Portfolio Management Fees
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(7,936)
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(10,882)
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Less: Audit and Filing Fees
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(38,355)
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(44,790)
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Less: Other expenses
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(10,699)
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(39,232)
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Plus: Equity in earnings of unconsolidated joint venture
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41,662
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41,106
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Net assets in liquidation at End of period
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$
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495,295
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$ |
470,375
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Realmark Property Investors Limited Partnership-VI A (the Partnership) is a Delaware limited partnership formed on September 21, 1987, to invest in a diversified portfolio of income-producing real estate investments.
In 1987 and 1988, the Partnership sold, through a public offering, 157,378 units of limited partnership interest, including 30 units held by an affiliate of the general partners, for $15,737,790. 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 stockholder of J.M. Jayson & Company, Inc. Realmark Properties, Inc. is a wholly-owned subsidiary of J.M. Jayson & Company, Inc. Joseph M. Jayson passed away on June 27, 2014. A successor Individual General Partner was not appointed following Mr. Jayson’s death.
(3)
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Summary of Significant Accounting Policies
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(a)
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Basis of Accounting and Consolidation
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(3)
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Summary of Significant Accounting Policies, Continued
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(a)
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Basis of Accounting and Consolidation, Continued
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(1)
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Realmark - Columbia, LLC
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(2)
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Realmark - Beaver, LLC
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(3)
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Realmark - Countrybrook, LLC
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(4)
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Realmark - Stonegate, LLC
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(b)
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Estimates
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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)
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Receivables and Bad Debt
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(d)
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Unconsolidated Joint Venture
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The Partnership’s investment in Research Triangle Joint Venture is an unconsolidated joint venture which is accounted for on the equity method. This Joint Venture is not consolidated in the Partnership’s financial statements because the Partnership is not the controlling owner.
(e)
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Fair Value of Financial Instruments
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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, 2015 and 2014.
(f)
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Income Allocation and Distributable Cash Flow
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(f)
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Income Allocation and Distributable Cash Flow (cont'd)
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(g)
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Income Taxes
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The Partnership has a 50% interest in a Joint Venture in Realmark Research, LLC. (also known as Research Triangle Industrial Park Joint Venture) with Realmark Property Investors Limited Partnership - II (RPILP - II), an entity affiliated through common general partners. The Joint Venture owned and operated the Research Triangle Industrial Park West, an office/warehouse facility complex in Durham, North Carolina, which was sold in 2008. Upon sale, the proceeds were loaned to another entity affiliated through common general partners. The Joint Venture agreement provides that any income, loss, gain, cash flow, or sale proceeds be allocated 50% to the Partnership and 50% to RPILP - II. During 2016, the assets in the Joint Venture were liquidated and proceeds of approximately $1,300,000 were received by the Partnership.
Summary financial information of the Joint Venture follows:
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Balance Sheet Information
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December 31,
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Assets
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2015
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2014
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Cash
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$
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388
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$
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722
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Receivables from affiliates
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1,956,635
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1,956,635
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Accrued interest receivable from affiliate
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760,538
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676,033
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Total Assets
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$
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2,717,561
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$
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2,633,390
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Liabilities and Partners' Equity
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Liabilities
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Accounts payable and accrued expenses
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Payable to affiliates
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$
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170,847
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$
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170,000
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Total Liabilities
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170,847
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170,000
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Partners' Equity
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The Partnership
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1,273,357
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1,231,695
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RPILP - II
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1,273,357
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1,231,695
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Total Partners' Equity
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2,546,714
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2,463,390
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Total Liabilities and Partners' Equity
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$
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2,717,561
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$
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2,633,390
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Years ended December 31,
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2015
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2014
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Income - interest
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$
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84,504
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$
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84,504
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Expenses
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Administrative
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1,180
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2,292
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Net Income
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83,324
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82,212
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Allocation of Net income
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The partnership
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41,662
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41,106
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RPILP - II
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41,662
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41,106
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Total
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$
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83,324
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$
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82,212
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2015
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2014
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Investment in Joint Venture at beginning of year
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$
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1,231,695
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$
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1,190,589
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Allocated net income
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41,662
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41,106
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Investment in Joint Venture at end of year
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$
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1,273,357
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$
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1,231,695
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(5)
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Related Party Transactions
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Certain receivables from and payables to affiliated parties are due on demand and bear interest at 8% in 2015 and 2014.
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 Preliminarily 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:
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The payable to the general partners and/or their affiliates by Realmark Property Investors Limited Partnership - VI A at March 31, 2001, in the amount of $481,598, cease to accrue interest.
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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.
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March 31, 2015 | December 31, 2014 | |||||
Assets | ||||||
Cash | $ | 271 | $ | 271 | ||
Receivable from affiliates |
1,590,268 |
1,577,531 |
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Equity interest in unconsolidated joint venture |
1,242,205 |
1,231,695 | ||||
Total assets | $ | 2,832,744 | $ |
2,809,497 |
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Liabilities | ||||||
Accounts payable and accrued expenses | $ |
371,136 |
$ |
374,006 |
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Payable to affiliates |
1,988,190 |
1,965,116 | ||||
Total liabilities | 2,359,326 | 2,339,122 | ||||
Net assets in liquidation | $ | 473,418 | $ | 470,375 |
See accompanying notes to the unaudited consolidated financial statements.
Unaudited Consolidated Statements of Changes in Net Assets in Liquidation
March 31, 2015 | March 31, 2014 | |||||
Net assets in liquidation at Beginning of period | $ | 470,375 | $ | 480,759 | ||
Plus: Net Accrued Interest Receivable on Affiliated Balances | 10,304 | 11,160 | ||||
Less: Portfolio Management Fees | (1,988) | (2,698) | ||||
Less: Audit and Filing Fees | (14,049) | (8,042) | ||||
Less: Other expenses | (1,734) | (1,992) | ||||
Plus: Equity in earnings of unconsolidated joint venture | 10,510 | 9,571 | ||||
Net assets in liquidation at End of period | $ | 473,418 | $ | 488,758 |
See accompanying notes to the unaudited consolidated financial statements.
June 30, 2015 | December 31, 2014 | |||||
Assets | ||||||
Cash | $ | 271 | $ | 271 | ||
Receivable from affiliates | 1,605,525 | 1,577,531 | ||||
Equity interest in unconsolidated joint venture | 1,252,726 | 1,231,695 | ||||
Total assets | $ | 2,858,522 | $ | 2,809,497 | ||
Liabilities | ||||||
Accounts payable and accrued expenses | 371,136 | 374,006 | ||||
Payable to affiliates | 2,012,022 | 1,965,116 | ||||
Total liabilities | 2,383,158 | 2,339,122 | ||||
Net assets in liquidation | $ | 475,364 | $ | 470,375 |
June 30, 2015 | June 30, 2014 | |||||
Net assets in liquidation at Beginning of period | $ | 470,375 | $ | 480,759 | ||
Plus: Net Accrued Interest Receivable on Affiliated Balances | 20,340 | 21,983 | ||||
Less: Portfolio Management Fees | (3,950) | (5,130) | ||||
Less: Audit and Filing Fees | (29,036) | (17,381) | ||||
Less: Other expenses | (3,396) | (1,890) | ||||
Plus: Equity in earnings of unconsolidated joint venture | 21,031 | 20,055 | ||||
Net assets in liquidation at End of period |
$ |
475,364 |
$ |
498,396 |
See accompanying notes to the unaudited consolidated financial statements.
September 30, 2015 | December 31, 2014 | |||||
Assets | ||||||
Cash | $ | 271 | $ | 271 | ||
Receivable from affiliates | 1,625,429 | 1,577,531 | ||||
Equity interest in unconsolidated joint venture | 1,262,847 | 1,231,695 | ||||
Total assets | $ | 2,888,547 | $ | 2,809,497 | ||
Liabilities | ||||||
Accounts payable and accrued expenses | 375,376 | 374,006 | ||||
Payable to affiliates | 2,036,893 | 1,965,116 | ||||
Total liabilities | 2,412,269 | 2,339,122 | ||||
Net assets in liquidation | $ | 476,278 | $ | 470,375 |
See accompanying notes to the unaudited consolidated financial statements.
September 30, 2015 | September 30, 2014 | |||||
Net assets in liquidation at Beginning of period | $ | 470,375 | $ | 480,759 | ||
Plus: Net Accrued Interest Receivable on Affiliated Balances | 30,262 | 32,830 | ||||
Less: Portfolio Management Fees | (6,618) | (7,488) | ||||
Less: Audit and Filing Fees | (40,570) | (25,650) | ||||
Less: Other expenses | (8,323) | (13,859) | ||||
Plus: Equity in earnings of unconsolidated joint venture | 31,152 | 30,581 | ||||
Net assets in liquidation at End of period | $ | 476,278 | $ | 497,173 |
See accompanying notes to the unaudited consolidated financial statements.
(1) Liquidation of Partnership
In December of 2006 the Partnership sold its remaining property investment, and adopted a plan of termination under which obligations to non-affiliates will be paid and net proceeds will be distributed to the limited partners. This termination is expected upon liquidation of the unconsolidated joint venture, which is expected upon the collection of the note receivable from the affiliate. As noted in the Current Report on Form 8-K filed on December 20, 2016, in connection with the winding up of the Partnership, on or around December 16, 2016,the Partnership expects to begin making liquidating distribution to the holders of the limited partnership units in the Partnership in the aggregate amount of $467,941 or $2.973 per limited partnership unit.
As a result of the plan of termination and liquidation, the Partnership changed its basis of accounting to the liquidation basis effective January 1, 2007. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values, which is the non-discounted amount of cash, or its equivalent, into which an asset is expected to be converted in the due course of business, including direct costs, and liabilities are stated at their estimated settlement amounts. There was no specific accrual made for costs expected to be incurred during liquidation as their net impact on results is considered immaterial to the amount of net interest and joint venture income accrued each year.
(2) Formation and Operation of Partnership
Realmark Property Investors Limited Partnership-VI A (the Partnership) is a Delaware limited partnership formed on September 21, 1987, to invest in a diversified portfolio of income-producing real estate investments.
In 1987 and 1988, the Partnership sold, through a public offering, 157,378 units of limited partnership interest, including 30 units held by an affiliate of the general partners, for $15,737,790. 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 stockholder of J.M. Jayson & Company, Inc. Realmark Properties, Inc. is a wholly-owned subsidiary of J.M. Jayson & Company, Inc. 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).
(3) | Summary of Significant Accounting Policies |
(a) | Basis of Accounting and Consolidation |
As a result of the plan of termination and liquidation, the Partnership changed its basis of accounting to the liquidation basis effective January 1, 2007. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values, which is the non-discounted amount of cash, or its
(3) | Summary of Significant Accounting Policies, Continued |
(a) | Basis of Accounting and Consolidation, Continued |
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. The Consolidated Statement of Net Assets in liquidation at December 31, 2014 has been derived from the audited financial statements at that date. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation, have been included.
As a result of the plan of termination and liquidation, the Partnership changed its basis of accounting from the going concern basis to the liquidation basis effective January 1, 2007. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values and liabilities are stated at their estimated settlement amounts.
The Partnership’s significant accounting policies are set forth in its December 31, 2015 audited financial statements included in this Form 10-K. The interim consolidated financial statements should be read in conjunction with the financial statements. The interim results should not be considered indicative of the annual results.
(b) 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 March 31, 2015, June 30, 2015, September 30, 2015 and December 31, 2014.
(c) Unconsolidated Joint Venture
The Partnership’s investment in Research Triangle Joint Venture is an unconsolidated joint venture which is accounted for on the equity method. This Joint Venture is not consolidated in the Partnership’s financial statements because the Partnership is not the controlling owner.
(4) Investment in Unconsolidated Joint Venture
The Partnership has a 50% interest in Research Triangle Industrial Park Joint Venture (the Venture) with Realmark Property Investors Limited Partnership - II (RPILP - II), an entity affiliated through common general partners. The joint venture owned and operated the Research Triangle Industrial Park West, an office/warehouse facility in Durham, North Carolina, which was sold in 2008.
The joint venture agreement provides that any income, loss, gain, cash flow, or sale proceeds be allocated 50% to the Partnership and 50% to RPILP - II. During 2016, the assets in the Joint Venture were liquidated and proceeds of approximately $1,300,000 were received by the Partnership.
(4) Investment in Unconsolidated Joint Venture (cont’d)
Summary financial information of the Joint Venture follows:
|
|||||||
|
|||||||
Balance Sheet Information
|
|||||||
|
|||||||
(Unaudited) | |||||||
Assets
|
|
March 31, 2015
|
|
December 31, 2014
|
|||
Cash
|
|
$
|
640
|
|
|
$
|
722
|
Receivables from affiliates
|
|
|
1,956,635
|
|
|
|
1,956,635
|
Accrued interest receivable from affiliate
|
|
|
697,160
|
|
|
|
676,033
|
Total Assets
|
|
$
|
2,654,435
|
|
|
$
|
2,633,390
|
Liabilities and Partners' Equity
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
|
|
|
|
|
Payable to affiliates
|
|
$
|
170,025
|
|
|
$
|
170,000
|
Total Liabilities
|
|
|
170,025
|
|
|
|
170,000
|
Partners' Equity
|
|
|
|
|
|
|
|
The Partnership
|
|
|
1,242,205
|
|
|
|
1,231,695
|
RPILP - II
|
|
|
1,242,205
|
|
|
|
1,231,695
|
Total Partners' Equity
|
|
|
2,484,410
|
|
|
|
2,463,390
|
Total Liabilities and Partners' Equity
|
|
$
|
2,654,435
|
|
|
$
|
2,633,390
|
|
|
Three months ended March 31,
|
|||||
|
|
2015
|
|
|
2014
|
||
Income - interest
|
|
$
|
21,126
|
|
|
$
|
21,126
|
Expenses
|
|
|
|
|
|
|
|
Administrative
|
|
|
106
|
|
|
|
1,984
|
Net Income
|
|
|
21,020
|
|
|
|
19,142
|
Allocation of Net income
|
|
|
|
|
|
|
|
The partnership
|
|
|
10,510
|
|
|
|
9,571
|
RPILP - II
|
|
|
10,510
|
|
|
|
9,571
|
Total
|
|
$
|
21,020
|
|
|
$
|
19,142
|
(4) Investment in Unconsolidated Joint Venture (cont’d)
(Unaudited) | ||||||
June 30, 2015 | December 31, 2014 | |||||
Assets | ||||||
Cash | $ | 556 | $ | 722 | ||
Receivables from affiliates | 1,956,635 | 1,956,635 | ||||
Accrued interest receivable from affiliate | 718,286 | 676,033 | ||||
Total Assets | $ | 2,675,477 | $ | 2,633,390 | ||
Liabilities and Partners’ Equity | ||||||
Liabilities | ||||||
Accounts payable and accrued expenses | ||||||
Payable to affiliates | $ | 170,025 | $ | 170,000 | ||
Total Liabilities | 170,025 | 170,000 | ||||
Partners’ Equity | ||||||
The Partnership | 1,252,726 | 1,231,695 | ||||
RPILP - II | 1,252,726 | 1,231,695 | ||||
Total Partners’ Equity | 2,505,452 | 2,463,390 | ||||
Total Liabilities and Partners’ Equity | $ | 2,675,477 | $ | 2,633,390 |
Operating Information
Six months ended June 30, | ||||||
2015 | 2014 | |||||
Income - interest | $ | 42,252 | $ | 42,252 | ||
Expenses | ||||||
Administrative | 190 | 2,142 | ||||
Net Income | 42,062 | 40,110 | ||||
Allocation of Net income | ||||||
The Partnership | 21,031 | 20,055 | ||||
RPILP - II | 21,031 | 20,055 | ||||
Total | $ | 42,062 | $ | 40,110 |
(4) Investment in Unconsolidated Joint Venture (cont’d)
Summary financial information of the Joint Venture follows as of the third quarter ended September 30, 2015:
Balance Sheet Information
(Unaudited) | ||||||
September 30, 2015 | December 31, 2014 | |||||
Assets | ||||||
Cash | $ | 472 | $ | 722 | ||
Receivables from affiliates | 1,956,635 | 1,956,635 | ||||
Accrued interest receivable from affiliate | 739,412 | 676,033 | ||||
Total Assets | $ | 2,696,519 | $ | 2,633,390 | ||
Liabilities and Partners’ Equity | ||||||
Liabilities | ||||||
Accounts payable and accrued expenses | ||||||
Payable to affiliates | $ | 170,825 | $ | 170,000 | ||
Total Liabilities | 170,825 | 170,000 | ||||
Partners’ Equity | ||||||
The Partnership | 1,262,847 | 1,231,695 | ||||
RPILP - II | 1,262,847 | 1,231,695 | ||||
Total Partners’ Equity | 2,525,694 | 2,463,390 | ||||
Total Liabilities and Partners’ Equity | $ | 2,696,519 | $ | 2,633,390 |
Nine months ended September 30, | ||||||
2015 | 2014 | |||||
Income - interest | $ | 63,378 | $ | 63,378 | ||
Expenses | ||||||
Administrative | 1,074 | 2,216 | ||||
Net Income | 62,304 | 61,162 | ||||
Allocation of Net income | ||||||
The Partnership | 31,152 | 30,581 | ||||
RPILP - II | 31,152 | 30,581 | ||||
Total | $ | 62,304 | $ | 61,162 |
(4) Investment in Unconsolidated Joint Venture (cont’d)
Memorandum of Understanding
The Partnership has a 50% interest in the unconsolidated joint venture in Realmark Research, LLC (known as Research Triangle Industrial Park West). Realmark Research, LLC (Research) advanced a portion of its sales proceeds in the amount of $1,066,719 to an affiliate under a Memorandum of Understanding Agreement dated December 8, 2006. Accrued interest on the amount advanced as of March 31, 2015 amounted to $697,160. Accrued interest on the amount advanced as of June 30, 2015 amounted to $718,286. Accrued interest on the amount advanced as of September 30, 2015 amounted to $739,412. The accrued interest as of December 31, 2014 amounted to $676,033. Under the terms of this agreement, the affiliate agrees to repay this loan plus interest at a rate of 8% per annum, upon the sale of a remaining property, which was sold in September of 2016 and the receivable was settled.
(5) | Related Party Transactions |
At March 31, 2015 and December 31, 2014, the Partnership has receivables from affiliates amounting to $1,590,268 and $1,577,531, respectively. At March 31, 2015 and December 31, 2014, the Partnership has payables to affiliates amounting to $1,988,190 and $1,965,116, respectively. Of these amounts payable to affiliates, $900,333 were payable to the Partnership's unconsolidated joint venture as of March 31, 2015 and December 31, 2015. At March 31, 2015, and December 31, 2014, the Partnership has equity interest in unconsolidated joint venture of $1,242,205 and $1,231,695, respectively. The Partnership recorded net interest income on amounts due to and from affiliated parties for the quarters ended March 31, 2015 and 2014 in the amounts of approximately $10,000 and $11,000, respectively.
At June 30, 2015 and December 31, 2014, the Partnership has receivables from affiliates amounting to $1,605,525 and $1,577,531, respectively. At June 30, 2015 and December 31, 2014, the Partnership has payables to affiliates amounting to $2,012,022 and $1,965,116, respectively. Of these amounts payable to affiliates, $900,333 were payable to the Partnership's unconsolidated joint venture as of June 30, 2015 and December 31, 2015. At June 30, 2015, and December 31, 2014, the Partnership has equity interest in unconsolidated joint venture of $1,252,726 and $1,231,695, respectively. The Partnership recorded net interest income on amounts due to and from affiliated parties for the six months ended June 30, 2015 and 2014 in the amounts of approximately $20,000 and $22,000, respectively.
At September 30, 2015 and December 31, 2014, the Partnership has receivables from affiliates amounting to $1,625,429 and $1,577,531, respectively. At September 30, 2015 and December 31, 2014, the Partnership has payables to affiliates amounting to $2,036,893 and $1,965,116, respectively. Of these amounts payable to affiliates, $900,333 were payable to the Partnership's unconsolidated joint venture as of September 30, 2015 and December 31, 2015. At September 30, 2015, and December 31, 2014, the Partnership has equity interest in unconsolidated joint venture of $1,262,847 and $1,231,695, respectively. The Partnership recorded net interest income on amounts due to and from affiliated parties for the nine months ended September 30, 2015 and 2014 in the amounts of approximately $30,000 and $33,000, respectively.
(5) | Related Party Transactions, Continued |
Certain receivables from and payables to affiliated parties are due on demand and bear interest at 8% in 2015 and 2014.
Distributions
U.S. Apartments, LLC, is an affiliated company in which the Individual General Partner of Realmark Property Investors Limited Partnership - VI A is the sole member. U.S. Apartments, LLC owns 9,811.1 units of limited partnership interest.
(6) 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 Preliminarily 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:
● | The payable to the general partners and/or their affiliates by Realmark Property Investors Limited Partnership - VI A at March 31, 2001, in the amount of $481,598, cease to accrue interest. |
● | 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 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. There are no additional fees to be paid under this arrangement.