UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2004
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from __________ to __________
Commission File Number: 33-17579
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
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(Exact name of registrant as specified in its charter)
Delaware 16-1309988
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(State of organization) (IRS Employer Identification No.)
2350 North Forest Road, Suite 35B, Getzville, New York 14068
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(Address of principal executive offices)
(716) 636-0280
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(Registrant's telephone number)
Indicate by 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 is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
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Statements of Net Assets in Liquidation
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(Liquidation Basis)
(Unaudited)
June 30, December 31,
2004 2003
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Assets - cash $513,590 533,025
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Liabilities:
Accounts payable and accrued expenses 22,502 13,421
Distributions payable 97,899 99,681
Estimated costs during the period of liquidation 42,011 68,745
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Total liabilities 162,412 181,847
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Net assets in liquidation $351,178 351,178
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Statements of Changes in Net Assets in Liquidation
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(Liquidation Basis - Unaudited)
Six months ended June 30,
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2004 2003
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Net assets in liquidation at January 1 and June 30 $ 351,178 351,178
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Notes to Financial Statements
Six months ended June 30, 2004 and 2003
(Unaudited)
Liquidation of the Partnership
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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.
Organization
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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
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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 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
statement of net assets in liquidation at December 31, 2003 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,
2003 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.
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PART I - Item 2. Management's Discussion and Analysis of Financial Condition
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and Results of Operations
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Liquidity and Capital Resources
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The Partnership owned no properties in 2004 and 2003. The remaining cash, 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.
Results of Operations
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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 six months
ended June 30, 2004 and 2003 are reported on the statement of changes in net
assets in liquidation. Operating activity for 2004 and 2003 consisted of the
payment of liabilities recorded in 2002.
PART I - Item 3. Quantitative and Qualitative Disclosures About Market Risk
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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
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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 upon 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 significant
changes in the Partnership's internal control over financial reporting (as
defined in Rule 13a-15(f) under the Securities and 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
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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, 2003.
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Item 6. Exhibits and Reports on Form 8-K
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(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.
SIGNATURES
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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
August 16, 2004 /s/ Joseph M. Jayson
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Date Joseph M. Jayson,
Individual General Partner and
Principal Financial Officer
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