FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2003
Commission File Number: 33-17579
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 16-1309988
- ----------------------- ---------------------------------
(State of organization) (IRS Employer Identification No.)
2350 North Forest Road, Suite 12A, Getzville, New York 14068
- ------------------------------------------------------------
(Address of principal executive offices)
(716) 636-0280
- --------------
(Registrant's telephone number)
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 [ ]
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
Consolidated Statement of Net Assets in Liquidation
---------------------------------------------------
(Liquidation Basis)
(Unaudited)
September 30, 2003 December 31, 2002
------------------- -------------------
Assets:
Cash $ 446,218 469,072
Receivables from affiliated parties -- 245
------------------- -------------------
Total assets 446,218 469,317
------------------- -------------------
Liabilities:
Accounts payable and accrued expenses 15,435 18,139
Estimated costs during the period of liquidation 79,605 100,000
------------------- -------------------
Total liabilities 95,040 118,139
------------------- -------------------
Net assets in liquidation $ 351,178 351,178
=================== ===================
Consolidated Statement of Changes in Net Assets in Liquidation
--------------------------------------------------------------
(Liquidation Basis - Unaudited)
Period from Period from
January 1, 2003 to June 1, 2002 to
September 30, 2003 September 30, 2002
-------------------- --------------------
Net assets in liquidation at beginning of period $ 351,178 2,883,271
Adjustment to Liquidation Basis - loss on settlement of lawsuit -- (257,929)
-------------------- --------------------
351,178 2,625,342
Operating loss -- (82,442)
-------------------- --------------------
Net assets in liquidation at end of period $ 351,178 2,542,900
==================== ====================
2
Condensed Consolidated Statement of Operations
----------------------------------------------
(Unaudited)
Period from January 1,
2002 to May 31, 2002
---------------------
Rental income $ 405,338
Other income 49,844
---------------------
Total income 455,182
---------------------
Property operating costs 302,086
Administrative expense - affiliates 40,941
Other administrative expense 65,308
Interest 91,036
---------------------
Total expenses 499,371
---------------------
Loss before gain on sale of property (44,189)
Gain on sale of property 2,682,934
---------------------
Net income $ 2,638,745
=====================
Net income per limited partnership unit $ 32.55
=====================
Weighted average limited partnership units 78,625
=====================
Condensed Consolidated Statement of Cash Flows
----------------------------------------------
(Unaudited)
Period from January 1,
2002 to May 31, 2002
---------------------
Cash provided (used) by:
Operating activities:
Net income $ 2,638,745
Adjustments:
Gain on sale of property (2,682,934)
Other, principally changes in other assets and liabilities (429,941)
---------------------
Net cash used in operating activities (474,130)
Investing activities - proceeds from sale of property 5,273,215
Financing activities - principal payments on mortgage loans (2,620,735)
---------------------
Net increase in cash and equivalents 2,178,350
Cash and equivalents at beginning of period 340,444
---------------------
Cash and equivalents at end of period $ 2,518,794
=====================
Notes to Consolidated Financial Statements
Nine months ended September 30, 2003 and 2002
(Unaudited)
Liquidation of the Partnership
- ------------------------------
On May 30, 2002, the Partnership sold its remaining property investment, Players
Club North Apartments, and adopted a plan of termination and liquidation under
which obligations to non-affiliates will be paid and net proceeds will be
distributed to the limited partners.
3
Organization
- ------------
Realmark Property Investors Limited Partnership - VI B (the Partnership), a
Delaware limited partnership, was formed on September 21, 1987, to invest in a
diversified portfolio of income producing real estate investments. The general
partners are Realmark Properties, Inc. (the corporate general partner) and
Joseph M. Jayson (the individual general partner). Joseph M. Jayson is the sole
stockholder of J.M. Jayson & Company Inc. Realmark Properties, Inc. is a
wholly-owned subsidiary of J.M. Jayson & Company, Inc. Under the partnership
agreement, the general partners and their affiliates can receive compensation
for services rendered and reimbursement for expenses incurred on behalf of the
Partnership.
Basis of Presentation
- ---------------------
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 June 1, 2002. 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 accompanying unaudited interim consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the instructions to Form 10-Q. Accordingly, they do
not include all of the information and notes required by accounting principles
generally accepted in the United States of America for complete financial
statements. The balance sheet at December 31, 2002 has been derived from the
audited financial statements at that date. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. The Partnership's significant
accounting policies are set forth in its December 31, 2002 Form 10-K. The
interim financial statements should be read in conjunction with the financial
statements included therein. The interim results should not be considered
indicative of the annual results.
Property and Equipment
- ----------------------
On May 30, 2002, the Partnership closed on the sale of its remaining property,
Players Club North Apartments, resulting in a gain of $2,680,000. During 2002,
the Partnership's properties were being actively marketed for sale and,
therefore, were not being depreciated. Depreciation not recorded for the period
from April 1, 2002 to May 31, 2002 and for the period from January 1, 2002 to
May 31, 2002 was approximately $22,000 and $56,000, respectively. As of
September 30, 2003, the Partnership does not have an interest in any property or
equipment.
PART I - Item 2. Management's Discussion and Analysis of Financial Condition
-----------------------------------------------------------
and Results of Operations
-------------------------
Liquidity and Capital Resources
- -------------------------------
On May 30, 2002, the Partnership sold its only remaining property. After
satisfying remaining obligations related to the property, the Partnership made a
distribution to the limited partners in the last quarter of 2002. The remaining
proceeds, net of those amounts that are required to pay the estimated payables
and costs of operating the partnership during liquidation, will be distributed
to the limited partners.
4
Results of Operations
- ---------------------
As a result of the sale of the sole remaining property, and the establishment of
a plan of liquidation, the Partnership began reporting on the liquidation basis
of accounting effective June 1, 2002. Therefore, operations for the period
January 1, 2003 to September 30, 2003 and June 1, 2002 to September 30, 2002 are
reported on the consolidated statement of changes in net assets in liquidation
while the operations for the period January 1, 2002 to May 31, 2002 are reported
on the condensed consolidated statement of operations.
PART I - Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The Partnership's cash equivalents are short-term, interest-bearing bank
accounts. It has not entered into any derivative contracts. Therefore, it has no
market risk exposure.
PART I - Item 4. Controls and Procedures
-----------------------
Disclosure Controls and Procedures: The Partnership's management, with the
participation of the Partnership's Individual General Partner and Principal
Financial Officer, has evaluated the effectiveness of the Partnership's
disclosure controls and procedures (as such term is defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934, as amended) as of the end of the
period covered by this report. Based on such evaluation, the Partnership's
Individual General Partner and Principal Financial Officer have concluded that,
as of the end of such period, the Partnership's disclosure controls and
procedures are effective.
Internal Control Over Financial Reporting: There have been no changes in the
Partnership's internal control over financial reporting (as defined in Rule
13a-15(f) under the Securities Exchange Act of 1934, as amended) during the
fiscal quarter to which this report relates that have materially affected, or
are reasonably likely to materially affect, the Partnership's internal control
over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
As previously reported, the Partnership, as a nominal defendant, the General
Partners of the Partnership and of affiliated public partnerships (the "Realmark
Partnerships") and the officers and directors of the Corporate General Partner,
as defendants, had been involved in a class action litigation in New York State
court. The Partnership's settlement of this litigation is described in its
Annual Report on Form 10-K for the year ended December 31, 2002.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
31. Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32. Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
None.
5
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
November 14, 2003 /s/ Joseph M. Jayson
----------------- ------------------------------
Date Joseph M. Jayson,
Individual General Partner and
Principal Financial Officer
6