SEC Company Response from REALMARK PROPERTY INVESTORS LTD PARTNERSHIP II (CIK 0000704165) — May 26, 2005
REALMARK PROPERTY INVESTORS LTD PARTNERSHIP II (CIK 0000704165)
Date: May 26, 2005 · CIK: 0000704165 · Accession: 0001099910-05-000046
AI Filing Summary & Sentiment
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Mr. Daniel L. Gordon
Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
Mail Stop 4561
Washington, D.C. 20549
Dear Mr. Gordon:
The Following is in response to your review of Realmark Property Investors
Limited - II Form 10-K for the year ended December 31, 2004, File No. 0-11909
Item 15: Exhibits, Financial Statements, Schedules, and Reports on Form 8K,
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page 11
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"Explain to us why you have not included financial statements for Research
Triangle Industrial Park West Associates Joint Venture, in accordance with Rule
3-09 of Regulation S-X."
Response
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The Research Triangle Industrial Park West Associates Joint Venture met the
conditions set forth in 210.1-02(w) in 2004 for it to be considered a
significant subsidiary.
The general partner entered into an agreement with the limited partners to
provide, among other things, that all of the Realmark Partnerships' properties
be disposed of. To this end, the general partner has been in the process of
disposing of the Partnership's assets. At December 31, 2004, the Partnership has
interests in three properties, one of which is a 50% joint partner interest in
Research Triangle Industrial Park West Associates Joint Venture, which owns an
office/distribution facility in Raleigh, North Carolina. The remaining 50% joint
partner is Realmark Property Investors Limited Partnership - VIA, an entity
affiliated through common general partners. It is anticipated that the
Partnership will be entering into a sales contract in the near future (one to
six months) which will be subject to sales conditions which are customary for
sales contracts; however, there is no assurance that the sale will be
consummated. Upon disposal of the remaining assets, the Partnership will be
liquidated in an orderly fashion.
Considering this situation, we request an exemption to the requirement that the
Partnership be required to file separate financial statements for the Research
Triangle Industrial Park West Associates Joint Venture.
Note 4 Investments in Unconsolidated Joint Ventures, page F-11 -
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"We note that you [RPILP - II] and RPILP - VI A each have a 50% interest in
Research Triangle Industrial Park West Associates Joint Venture. Explain to us
why you and RPILP - VI A have differing amounts in partner's deficit". "In
addition tell us how you determined that the joint venture was not a variable
interest entity".
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Response
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The difference in the partnership deficit amounts is attributable to the
amortization of the excess purchase price paid being absorbed solely by RPILP -
VI A. The original partners of Research Triangle Industrial Park West Associates
Joint Venture were Realmark Property Investors Limited Partnership II and
Research Triangle Industrial Park West Associates, a North Carolina General
Partnership. RPILP - VI A purchased its portion of the Joint Venture from
Research Triangle Industrial Park West Associates. At the time of the sale, the
purchase price was in excess of the value of the asset. This excess balance is
being amortized and applied only to RPILP - VI A partner's deficit.
The joint venture was determined not to be a variable interest entity under
paragraph 5 of FIN 46(R). The determination was made based on the following
information:
a. The Joint Venture is able to finance it's activities without support
provided by any parties, including equity holders. The Joint Venture
has produced sufficient positive net income to not need support from
third parties.
b. The holders of the equity investment at risk have:
1. The ability to make decisions about the entity's activities that
have significant effect on the success of the entity;
2. The obligation to absorb the expected losses of the Joint Venture.
There is no guaranteed return.
3. The right to receive expected residual returns of the Joint Venture.
There is no cap.
c. The voting rights of the investors are proportional to their
obligations to absorb the expected losses, or their right to receive
expected residual returns.
In connection with our response to our comments, the Partnership acknowledges
that:
o the Partnership is responsible for the adequacy and accuracy of the
disclosure in the filings;
o staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filings; and
o the Partnership may not assert staff comments as a defense in the
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
REALMARK PROPERTY INVESTORS
LIMITED PARTNERSHIP - II
By: /s/ Joseph M. Jayson May 26, 2005
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JOSEPH M. JAYSON, Date
Individual General Partner
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