FORM 10-Q 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 Quarter Ended Commission File Number September 30, 1997 33-17579 REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP VI-B (Exact Name of Registrant as specified in its charter) Delaware 16-1309988 - -------------------- ----------------------------------- (State of Formation) (IRS Employer Identification Number) 2350 North Forest Road Suite 12 A Getzville, New York 14068 (Address of Principal Executive Office) Registrant's Telephone Number: (716) 636-0280 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 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-Q or any amendment to this Form 10-Q. (X) As of September 30, 1997 the registrant had 78,625.10 units of limited partnership interest outstanding. REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP VI-B ---------------------------------------------------- INDEX ----- PAGE NO. -------- PART I: FINANCIAL INFORMATION - ------- --------------------- Balance Sheets - September 30, 1997 and December 31, 1996 3 Statements of Operations - Three Months Ended September 30, 1997 and 1996 4 Statements of Operations - Nine Months Ended September 30, 1997 and 1996 5 Statements of Cash Flows - Nine Months Ended September 30, 1997 and 1996 6 Statements of Partners' (Deficit) Capital - Nine Months Ended September 30, 1997 and 1996 7 Notes to Financial Statements 8 - 23 PART II: MANAGEMENT'S DISCUSSION & ANALYSIS OF - -------- FINANCIAL CONDITION & RESULTS OF -------------------------------- OPERATIONS 24 - 26 ---------- -2- REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP VI-B BALANCE SHEETS September 30, 1997 and December 31, 1996 (Unaudited) September 30, December 31, 1997 1996 ---- ---- ASSETS Property, at cost: Land $ 746,000 $ 746,000 Buildings and improvements 6,068,231 6,018,094 Furniture, fixtures and equipment 255,652 255,652 ----------- ----------- 7,069,883 7,019,746 Less accumulated depreciation 1,559,907 1,379,541 ----------- ----------- Property, net 5,509,976 5,640,205 Investments in real estate joint ventures 400,635 389,598 Cash 1,096,399 1,508,588 Escrow deposits 458,809 -- Accounts receivable - affiliate 64,913 -- Mortgage costs, net of accumulated amortization of $35,248 and $189,098 respectively 292,379 93,277 Other assets 22,117 118,069 ----------- ----------- Total Assets $ 7,845,228 $ 7,749,737 =========== =========== LIABILITIES AND PARTNERS' CAPITAL Liabilities: Mortgages payable $ 5,003,477 $ 4,225,106 Accounts payable and accrued expenses 229,391 215,520 Security deposits and prepaid rents 105,542 111,962 ----------- ----------- Total Liabilities 5,338,410 4,552,588 ----------- ----------- Partners' (Deficit) Capital: General partners (109,323) (88,613) Limited partners 2,616,141 3,285,762 ----------- ----------- Total Partners' Capital 2,506,818 3,197,149 ----------- ----------- Total Liabilities and Partners' Capital $ 7,845,228 $ 7,749,737 =========== =========== See notes to financial statements -3- REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP VI-B STATEMENTS OF OPERATIONS Three Months Ended September 30, 1997 and 1996 (Unaudited) Three Months Three Months Ended Ended September 30, September 30, 1997 1996 ---- ---- Income: Rental $ 381,394 $ 384,522 Interest and other income 19,178 37,479 --------- --------- Total income 400,572 422,001 --------- --------- Expenses: Property operations 310,370 268,156 Interest 170,238 125,716 Depreciation and amortization 72,956 72,133 Administrative: Paid to affiliates 43,847 82,977 Other 33,834 58,133 --------- --------- Total expenses 631,245 607,115 --------- --------- Loss before allocated loss from joint venture (230,673) (185,114) Allocated income (loss) from joint ventures (2,960) (47,159) --------- --------- Net loss $(233,633) $(232,273) ========= ========= Loss per limited partnership unit $ (2.88) $ (2.87) ========= ========= Distributions per limited partnership unit $ -- $ -- ========= ========= Weighted average number of limited partnership units outstanding 78,625.1 78,625.1 ========= ========= See notes to financial statements -4- REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP VI-B STATEMENTS OF OPERATIONS Nine Months Ended September 30, 1997 and 1996 (Unaudited) Nine Months Nine Months Ended Ended September 30, September 30, 1997 1996 ---- ---- Income: Rental $ 1,166,314 $ 1,177,898 Interest and other income 91,038 97,113 ----------- ----------- Total income 1,257,352 1,275,011 ----------- ----------- Expenses: Property operations 802,381 698,271 Interest 330,248 345,583 Depreciation and amortization 290,756 216,401 Administrative: Paid to affiliates 130,532 122,203 Other 154,803 164,552 ----------- ----------- Total expenses 1,708,720 1,547,010 ----------- ----------- Loss before allocated loss from joint venture (451,368) (271,999) Allocated income (loss) from joint ventures 11,037 (74,198) ----------- ----------- Net loss $ (440,331) $ (346,197) =========== =========== Loss per limited partnership unit $ (5.43) $ (4.27) =========== =========== Distributions per limited partnership unit $ 3.08 $ -- =========== =========== Weighted average number of limited partnership units outstanding 78,625.1 78,625.1 =========== =========== See notes to financial statements -5- REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP VI-B STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 1997 and 1996 (Unaudited) Nine Months Nine Months Ended Ended September 30, September 30, 1997 1996 ---- ---- Cash flow from operating activities: Net loss $ (440,331) $ (346,197) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization 290,756 216,401 Net (income) loss from joint ventures (11,037) 74,198 Changes in operating assets and liabilities: Escrow deposits (458,809) -- Other assets 95,952 (14,984) Accounts payable and accrued expenses 13,871 103,501 Security deposits and prepaid rent (6,420) 6,380 ----------- ----------- Net cash (used in) provided by operating activities (516,018) 39,299 ----------- ----------- Cash flow from investing activities: Accounts receivable - affiliates (64,913) (29,755) Capital expenditures (50,137) -- ----------- ----------- Net cash (used in) investing activities (115,050) (29,755) ----------- ----------- Cash flows from financing activities: Mortgage acquisition costs (166,845) -- Principal payments on mortgages (31,633) (19,529) Net proceeds from mortgage refinancing 667,357 -- Distributions to partners (250,000) -- ----------- ----------- Net cash provided by (used in) financing activities 218,879 (19,529) ----------- ----------- Increase (decrease) in cash (412,189) (9,985) Cash - beginning of period 1,508,588 641,725 ----------- ----------- Cash - end of period $ 1,096,399 $ 631,740 =========== =========== Supplemental Disclosure of Cash Flow Information: Cash paid for interest $ 338,325 $ 344,342 =========== =========== See notes to financial statements -6- REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP VI-B STATEMENTS OF PARTNERS' (DEFICIT) CAPITAL Nine Months Ended September 30, 1997 and 1996 (Unaudited) General Limited Partners Partners Amount Units Amount ------ ----- ------ Balance, January 1, 1996 $ (81,382) 78,625.1 $ 3,519,589 Net loss (10,386) -- (335,811) ----------- -------- ----------- Balance, September 30, 1996 $ (91,768) 78,625.1 $ 3,183,778 =========== ======== =========== Balance, January 1, 1997 $ (88,613) 78,625.1 $ 3,285,762 Distribution to partners (7,500) -- (242,500) Net loss (13,210) -- (427,121) ----------- -------- ----------- Balance, September 30, 1997 $ (109,323) 78,625.1 $ 2,616,141 =========== ======== =========== See notes to financial statements -7- REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP VI-B NOTES TO FINANCIAL STATEMENTS Nine Months Ended September 30, 1997 and 1996 (Unaudited) 1. GENERAL PARTNERS' DISCLOSURE In the opinion of the General Partners of Realmark Property Investors Limited Partnership VI-B, all adjustments necessary for a fair presentation of the Partnership's financial position, results of operations and changes in cash flows for the nine month periods ended September 30, 1997 and 1996, have been made in the financial statements. Such financial statements are unaudited and subject to any year-end adjustments which may be necessary. 2. FORMATION AND OPERATION OF PARTNERSHIP 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. In November 1988, the Partnership commenced the public offering of units of limited partnership interest. Other than matters relating to organization, it had no business activities and, accordingly, had not incurred any expenses or earned any income until the first interim closing (minimum closing) of the offering, which occurred on February 2, 1989. The offering was concluded on February 28, 1990, at which time 78,625.1 units of limited partnership interest were sold and outstanding. The General Partners are Realmark Properties, Inc., a wholly-owned subsidiary of J.M. Jayson & Company, Inc. and Joseph M. Jayson, the Individual General Partner. Joseph M. Jayson is the sole shareholder 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. -8- FORMATION AND OPERATION OF PARTNERSHIP (CONTINUED) Net income or loss and proceeds arising from a sale or refinancing shall be distributed first to the limited partners in amounts equivalent to a 7% return on the average of their adjusted capital contributions, then an amount equal to their capital contributions, then an amount equal to an additional 5% of the average of their adjusted capital contributions after the general partners receive a 3% property disposition fee. Such fees shall be reduced, but not below zero, by the amounts necessary to pay to limited partners whose subscriptions were accepted by January 31, 1989, an additional cumulative annual return (not compounded) equal to 2% based on their average adjusted capital contributions, and to limited partners whose subscriptions were accepted between February 1, 1989 and June 30, 1989, an additional cumulative annual return (not compounded) equal to 1% based on their average adjusted capital contributions commencing with the first fiscal quarter following the termination of the offering of units, then to all partners in an amount equal to their respective positive capital balances, and finally, in the ratio of 87% to the limited partners and 13% to the general partners. The partnership agreement also provides that distribution of funds, revenues, costs and expenses arising from partnership activities, exclusive of any sale or refinancing activities, are to be allocated 97% to the limited partners and 3% to the general partners. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash ---- For purposes of reporting cash flows, cash includes the following items: cash on hand; cash in checking; and money market savings. Property and Depreciation ------------------------- Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets. Expenditures for maintenance and repairs are expensed as incurred, and major renewals and betterments are capitalized. The Accelerated Cost Recovery System and Modified Accelerated Cost Recovery System are used to determine depreciation expense for tax purposes. -9- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Acquisition Fees ---------------- Acquisition fees are paid to the general partner as properties are specified, which generally occurs when a contract to purchase the property is entered into. Acquisition fees are allocated to specific properties when actual closing takes place. Acquisition fees paid for properties that ultimately are not acquired will be applied toward other properties that are acquired or reallocated to existing properties. There were no capitalized acquisition fees at September 30, 1997. Unconsolidated Joint Ventures ----------------------------- The Partnership's investment in affiliated real estate joint ventures are accounted for on the equity method. Rental Income ------------- Leases for residential properties have terms of one year or less. Rental income is recognized on the straight line method over the term of the lease. Rents Receivable ---------------- Due to the nature of these accounts, residential rents receivable are fully reserved as of September 30, 1997 and 1996. Income (Loss) per Limited Partnership Unit ------------------------------------------ The income (loss) per limited partnership unit is based on the weighted average number of limited partnership units outstanding during the period. 4. ACQUISITION AND DISPOSITION OF RENTAL PROPERTY In June 1991 the Partnership acquired a 192 unit apartment complex (the Villa) located in Greenville, South Carolina for a purchase price of $3,165,456, which included $373,493 in acquisition fees. In June 1991 the Partnership acquired a 144 unit apartment complex (Players Club) located in Lutz, Florida for a purchase price of $3,070,800, which included $190,737 in acquisition fees. -10- 5. MORTGAGES PAYABLE In connection with the acquisition of rental property, the Partnership obtained mortgages as follows: The Villa --------- A mortgage with a balance of $2,646,588 at September 30, 1997, providing for monthly principal and interest payments of $19,864, bearing interest at 8.30%. The note matures June 2005. A mortgage with a balance of $0 and $1,955,636 at September 30, 1997 and 1996, respectively, providing for monthly principal and interest payments of $17,998, bearing interest at 9.875%. The note was to mature in July 1998, however, the mortgage was fully paid off in May of 1997 when the mortgage was refinanced. Players Club ------------ A mortgage with a balance of $2,356,889 at September 30, 1997, providing for monthly principal and interest payments of $18,297, bearing interest at 8.59%. The note matures June 2005. A mortgage with a balance of $0 and $2,288,603 at September 30, 1997 and 1996, respectively, providing for monthly principal and interest payments of $20,402, bearing interest at 10%. The note was to mature in July 1998, however, the mortgage was fully paid off in May of 1997 when the mortgage was refinanced. The mortgages described above are secured by the individual properties to which they relate. -11- MORTGAGES PAYABLE (CONTINUED) The aggregate maturities of mortgages payable for each of the next five years are as follows: Year Amount ---- ------ 1997 $ 14,378 1998 30,668 1999 33,404 2000 36,386 2001 39,632 Thereafter 4,855,532 ------------- TOTAL $ 5,010,000 ============= 6. RELATED PARTY TRANSACTIONS Management fees for the management of certain of the Partnership's properties are paid to an affiliate of the General Partners. The management agreement provides for 5% of gross monthly receipts of the complexes to be paid as fees for administering the operations of the properties. These fees totaled $65,262 and $62,927 for the nine months ended September 30, 1997 and 1996, respectively. According to the terms of the Partnership Agreement, the General Partner is also entitled to receive a partnership management fee equal to 7% of net cash flow (as defined in the Partnership Agreement), 2% of which is subordinated to the limited partners having received an annual cash return equal to 7% of their adjusted capital contributions. There were no such fees paid or accrued for the nine months ended September 30, 1997 or 1996. -12- RELATED PARTY TRANSACTIONS (CONTINUED) Pursuant to the terms of the Partnership agreement, the corporate general partner charges the Partnership for reimbursement of certain costs and expenses incurred by the corporate general partner and its affiliates in connection with the administration of the Partnership and acquisition of properties. These charges are for the Partnership's allocated share of such costs and expenses as payroll, travel, communication costs related to partnership accounting, partner communication and relations, and acquisition of properties. Partnership accounting, communication, marketing and acquisition expenses are allocated based on total assets, number of partners and number of units, respectively. Accounts receivable - affiliates amounted to $64,913 and $831,854 at September 30, 1997 and 1996 respectively. This balance is in the process of being reimbursed. Computer service charges for the partnerships are paid or accrued to an affiliate of the General Partner. The fee is based upon the number of apartment units and totaled $4,752 for the nine months ended September 30, 1997 and 1996. 7. INCOME TAXES No provision has been made for income taxes since the income or loss of the partnership is to be included in the tax returns of the individual partners. The tax returns of the Partnership are subject to examination by the Federal and state taxing authorities. Under federal and state income tax laws, regulations and rulings, certain types of transactions may be accorded varying interpretations and, accordingly, reported partnership amounts could be changed as a result of any such examination. -13- INCOME TAXES (CONTINUED) The reconciliation of net loss for the nine months ended September 30, 1997 and 1996 as reported in the statements of operations, and as would be reported for tax purposes, is as follows: September 30, September 30, 1997 1996 ---- ---- Net loss - statement of operations $ (440,331) $ ( 346,198) Add to (deduct from): Difference in depreciation 20,361 ( 210) Tax basis adjustments - Joint Ventures (11,052) ( 5,760) Other non-deductible expenses 54,900 42,087 ---------- ------------ Net loss - tax return purposes $ (376,122) $ ( 310,081) ========== ============ The reconciliation of Partners' Capital as of September 30, 1997 and December 31, 1996 as reported in the balance sheet, and as reported for tax purposes, is as follows: September 30, September 30, 1997 1996 ---- ---- Partners' Capital - balance sheet $ 2,506,818 $ 3,197,149 Add to (deduct from): Accumulated difference in depreciation ( 19,309) ( 39,670) Tax basis adjustment - Joint Ventures ( 71,028) ( 59,976) Syndication fees 1,179,381 1,179,381 Other non-deductible expenses 305,296 250,396 ----------- ----------- Partners' Capital - tax return purposes $ 3,901,158 $ 4,527,280 =========== =========== -14- 8. INVESTMENT IN JOINT VENTURES On September 27, 1991 the Partnership entered into an agreement to form a joint venture with Realmark Property Investors Limited Partnership II (RPILP II) and Realmark Property Investors Limited Partnership VI-B (RPILP VI-B). The joint venture was formed for the purpose of operating the Foxhunt Apartments located in Dayton, Ohio and owned by RPILP II. Under the terms of the original agreement, the Partnership contributed $390,000 and RPILP VI-B contributed $1,041,568 to buy out the wraparound promissory note on the property. RPILP II contributed the property net of the first mortgage. On April 1, 1992 RPILP II returned RPILP VI-A's entire capital contribution and $580,000 of the capital originally invested by the Partnership. The amended joint venture agreement now provides that any income, loss, gain, cash flow or sale proceeds be allocated 88.5% to RPILP II and 11.5% to the Partnership. Prior to the buyout the allocations were 63.14% to RPILP II, 26.82% to the Partnership and 10.04% to the RPILP VI-A. The allocated net loss of the joint venture has been included in the statements of operations of the Partnership. In July of 1996, the Partnership entered into a plan to dispose of the property, plant and equipment of Foxhunt Apartments with a carrying amount of $2,886,577. Management has determined that a sale of the property is in the best interest of the investors. As of September 30, 1997, the agreement, with an anticipated sales price of $7.4 million, was canceled by the buyer, but the property is being marketed to several potential buyers. Financial Accounting Standards Statement No. 121, Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to be Disposed Of (the "Statement") requires that assets to be disposed of be recorded at the lower of carrying value or fair value, less costs to sell. The Statement also requires that such assets not be depreciated during the disposal period, as the assets will be recovered through sale rather than through operations. In accordance with this Statement, the long-lived assets of the Partnership, classified as held for sale on the balance sheet, are recorded at the carrying amount which is the lower of carrying value or fair value less costs to sell, and have not been depreciated during the disposal period. Depreciation expense, not recorded during the disposal period, for the nine months ended September 30, 1997 totaled approximately $160,000. -15- INVESTMENT IN JOINT VENTURES (CONTINUED) The following financial statements of the joint venture are presented on a historical-cost basis. The equity ownership was determined based upon the cash paid into the joint venture by the Partnership as a percentage of the general partner's estimate of the fair market value of the apartment complex and other net assets at the date of inception. A summary of the assets, liabilities and partner's capital of the joint venture as of September 30, 1997 and December 31, 1996 and the results of its operations for the nine months ended September 30, 1997 and 1996 is as follows: -16- FOX HUNT JOINT VENTURE BALANCE SHEETS September 30, 1997 and December 31, 1996 September 30 December 31 1997 1996 ---- ---- ASSETS Cash and cash equivalents $ 393,613 $ 162,914 Property, net of accumulated depreciation 2,886,577 2,886,577 Accounts receivable - affiliates 233,894 249,929 Mortgage costs 247,641 253,937 Other assets 265,883 335,272 ----------- ----------- Total Assets $ 4,027,608 $ 3,888,629 =========== =========== LIABILITIES AND PARTNERS' CAPITAL Liabilities: Mortgage payable $ 4,506,071 $ 4,528,289 Accounts payable and accrued expenses 195,559 262,871 Other liabilities 70,321 68,038 ----------- ----------- Total Liabilities 4,771,951 4,859,198 ----------- ----------- Partners' Capital (744,343) (970,569) ----------- ----------- Total Liabilities and Partners' Capital $ 4,027,608 $ 3,888,629 =========== =========== -17- FOX HUNT JOINT VENTURE STATEMENTS OF OPERATIONS Nine Months Ended September 30, 1997 and 1996 Nine Months Nine Months Ended Ended September 30, September 30, 1997 1996 ---- ---- Income: Rental $ 1,052,253 $ 946,123 Interest and other income 40,868 51,087 ----------- ----------- Total income 1,093,121 997,210 ----------- ----------- Expenses: Property operations 402,160 532,010 Depreciation and amortization 6,296 166,368 Interest 304,835 306,754 Administrative 153,604 155,712 ----------- ----------- Total expenses 866,895 1,160,844 ----------- ----------- Net income (loss) $ 226,226 $ (163,634) =========== =========== Allocation of net income (loss): The Partnership $ 26,016 $ (18,818) Other Joint Venturer (RPILP II) 200,210 (144,816) ----------- ----------- $ 226,226 $ (163,634) =========== =========== -18- INVESTMENT IN JOINT VENTURES (CONTINUED) A reconciliation of the Partnership's investment in the joint venture is as follows: 1997 1996 Investment in joint venture, January 1 $ 371,119 $ 386,061 Allocation of net income (loss) 26,016 (18,818) ----------- ---------- Investment in joint venture, September 30 $ 397,135 $ 367,243 =========== ========== On August 30, 1992 the Partnership entered into a joint venture agreement with Realmark Property Investors Limited Partnership IV (RPILP IV) for the purpose of operating the Lakeview Apartment complex located in Milwaukee, Wisconsin and owned by RPILP IV. Under the terms of the agreement, the Partnership contributed $175,414 while RPILP IV contributed the property net of the outstanding mortgage. The joint venture agreement provides that any income, loss, cash flow or sale proceeds be allocated 16.22% to the Partnership and 83.78% to RPILP IV. The allocated net loss of the joint venture for the six month period ended September 30, 1997 has been included in the statement of operations for the Partnership. In July of 1996, the Partnership entered into a plan to dispose of the property, plant and equipment of Lakeview Village Apartments with a carrying amount of $2,507,241. Management has determined that a sale of the property is in the best interest of the investors. As of June 30, 1997, the agreement with an anticipated sales price of $4,090,000, was terminated by the buyer, but the property is being marketed to several properties. Financial Accounting Standards Statement No. 121, Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to be Disposed Of (the "Statement") requires that assets to be disposed of be recorded at the lower of carrying value or fair value, less costs to sell. The Statement also requires that such assets not be depreciated during the disposal period, as the assets will be recovered through sale rather than through operations. In accordance with this Statement, the long-lived assets of the Partnership, classified as held for sale on the balance sheet, are recorded at the carrying amount which is the lower of carrying value or fair value less costs to sell, and have not been depreciated during the disposal period. Depreciation expense, not recorded during the disposal period, for the nine months ended September 30, 1997 totaled approximately $110,000. -19- INVESTMENT IN JOINT VENTURES (CONTINUED) The equity ownership percentage was determined based upon the cash paid into the joint venture by the Partnership as a percentage of the general partner's estimate of the fair market value of the apartment complex and other net assets at the date of inception. A summary of the assets, liabilities and partners' capital of the joint venture as of September 30, 1997 and December 31, 1996 and the results of its operations for the nine months ended September 30, 1997 and 1996 is as follows: -20- LAKEVIEW JOINT VENTURE BALANCE SHEETS September 30, 1997 and December 31, 1996 September 30, December 31, 1997 1996 ---- ---- ASSETS Cash and cash equivalents $ 20,401 $ -- Propery, net of accumulated depreciation 2,519,906 2,507,241 Other assets 247,186 311,430 ----------- ----------- Total Assets $ 2,787,493 $ 2,818,671 =========== =========== LIABILITIES AND PARTNERS' (DEFICIENCY) Liabilities: Cash overdraft $ -- $ 2,373 Mortgage payable 2,490,369 2,508,128 Accounts payable and accrued expenses 239,424 221,736 Accounts payable - affiliates 212,306 165,995 Other liabilities 72,039 54,736 ----------- ----------- Total Liabilities 3,014,138 2,952,968 ----------- ----------- Partners' (Deficiency) (226,645) (134,297) ----------- ----------- Total Liabilities and Partners' (Deficiency) $ 2,787,493 $ 2,818,671 =========== =========== -21- LAKEVIEW JOINT VENTURE STATEMENTS OF OPERATIONS Nine Months Ended September 30, 1997 and 1996 Nine Months Nine Months Ended Ended September 30, September 30, 1997 1996 ---- ---- Income: Rental $ 498,033 $ 493,523 Interest and other income 34,725 34,307 --------- --------- Total income 532,758 527,830 --------- --------- Expenses: Property operations 300,296 442,593 Depreciation and amortization 10,461 124,290 Interest 195,447 176,390 Administrative 118,902 125,992 --------- --------- Total expenses 625,106 869,265 --------- --------- Net loss $ (92,348) $(341,435) ========= ========= Allocation of net loss: The Partnership $ (14,979) $ (55,381) Other Joint Venturer (77,369) (286,054) --------- --------- $ (92,348) $(341,435) ========= ========= -22- INVESTMENT IN JOINT VENTURES (CONTINUED) A reconciliation of the Partnership's investment in the joint venture is as follows: 1997 1996 Investment in joint venture, January 1 $ 18,479 $ 54,585 Allocation of net loss ( 14,979) ( 55,380) ---------- ----------- Investment in joint venture, September 30 $ 3,500 $ ( 795) ========== =========== -23- PART II MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS. ------------------------------------ Liquidity and Capital Resources - ------------------------------- The Partnership continues to generate sufficient cash from operations to enable it to provide for future capital improvements. During the second quarter of 1997 both properties in this Partnership were refinanced with a new lender. The result was both increased loan amounts and decreased interest rates, thus keeping debt service payments fairly constant. A distribution of $3.08 per limited partnership unit was made during the quarter ended June 30, 1997. The General Partner hopes to make additional distributions in the near future, but with the capital improvement work scheduled and the cash needed to complete such work, management does not anticipate making such distributions before the end of 1997. Escrow accounts have been set up as part of the new mortgages on these properties to cover the costs of the work planned, but because releases of escrowed funds are not immediate, in the meantime for cash flow purposes the cash from operations is being used to pay for the improvements. The Lakeview Joint Venture continues to struggle with very low occupancies and poor collections. The sale of Lakeview Apartments located in Milwaukee, Wisconsin was terminated by the purchaser because the city was unwilling to use their bond allocations for multi-family housing. The General Partner continues to aggressively market this property for sale to a new buyer as this is deemed to be in the best interests of the Limited Partners. Similarly, the sales contract for the sale of the Foxhunt Apartments was also terminated. The local government was opposed to a one-hundred percent low income housing project, and accordingly would not support the issuance of the tax exempt bonds through the State Housing Agency. Due to the opposition from the local government, the purchaser decided that the likelihood of obtaining a bond allocation would be difficult and opted to terminate the contract. Management feels with the property operating the way it is currently (i.e., stabilized occupancies in the low 90% range and positive cash flow), another interested purchaser should be found. -24- Result of Operations - -------------------- For the quarter ended September 30, 1997, the Partnership's net loss was $233,633 or $2.88 per limited partnership unit. Net loss for the quarter ended September 30, 1996 amounted to $232,273 or $2.87 per unit. For the nine month period ended September 30, 1997, the net loss was $440,331 or $5.43 per limited partnership unit as compared to $346,197 or $4.27 per limited partnership unit for the nine month period ended September 30, 1996. Partnership revenue for the quarter ended September 30, 1997 totaled $400,572, a decrease of approximately $21,000 from the 1996 amount of $422,001. Total rental revenue during this quarter decreased slightly (i.e., by just over $3,000), with the majority of the decrease being attributed to increased concessions offered and poor collections at The Villas. For the first nine months of 1997, rental revenue dropped by almost $11,600. Other income decreased by over $6,000; there was no one area which caused this decrease (i.e., it was made up of small decreases in all income items). Compared to the prior year, physical occupancy dropped significantly (i.e., to 76% at the end of September 1997) and rental concessions increased drastically at The Villas. For the Partnership as a whole, delinquencies remained fairly constant when comparing the nine months ended September 30, 1997 and 1996. For the quarter ended September 30, 1997, Partnership expenses amounted to $631,245 which is an increase of approximately $24,000 over those of the same as the same quarter in 1996. For the nine month period ended September 30, 1997, Partnership expenses increased by almost $162,000, a large increase when compared to the same period in 1996. The largest increases were found in property operations expenditures amounting to approximately $104,000 during the first nine months of 1997 as compared to the same period during 1996; in this area, specifically, there was an increase in payroll and related expenses at The Villas and an increase in repairs and maintenance costs at both Players Club and The Villas. Management continues to stress the importance of the physical appearance of the properties as a means of improving occupancy. Property management has a schedule of improvements (e.g., new carpets and appliances, fresh coats of paint, etc.) to be done to the properties and it is management's belief that such improvements will eventually improve the cash flow in the Partnership. There was a decrease of approximately 35% in contracted services expenses at Players Club primarily due to decreases in costs associated with landscaping and interior painting, which is the result of on-site maintenance personnel performing more of this work themselves. Administrative expenses decreased slightly by just over $1,400 during the first nine months of 1997 as compared to those at September 30, 1996. -25- Results of Operations (continued): - ----------------------------------- For the nine month period ended September 30, 1997, the Foxhunt Joint Venture had net income of $226,226 as compared to a loss of $163,634 for the same period in 1996. Although one reason for the net income reported is the lack of depreciation taken as a result of "accounting rules", the property still showed considerable improvement over last year at this point in time. This property suffered from lower occupancies and difficulty in collections during the first nine months of 1996, but continues to show drastic improvement thus far in 1997. The Partnership was allocated $26,016 of the total net income for the nine month period ended September 30, 1997. The Lakeview Joint Venture incurred a net loss of $92,348 for the nine month period ended September 30, 1997. For the nine month period ended September 30, 1996, this joint venture generated a net loss of $341,435. The Partnership was allocated $14,979 and $55,381 of the loss for the nine month periods ended September 30, 1997 and 1996, respectively. Total income in the venture remained virtually unchanged, but a large decrease in property operations expenses caused the property to show less of a loss than in previous periods. On a tax basis, the Partnership loss totaled $376,122 or $4.64 per limited partnership unit for the nine month period ended September 30, 1997 as compared to the tax loss for the nine month period ended September 30, 1996 which was $310,081 or $3.83 per limited partnership unit. -26- REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP VI-B ---------------------------------------------------- PART II ------- OTHER INFORMATION ----------------- Item 1 - Legal Proceedings - -------------------------- The Partnership is not party to, nor is it the subject of, any material pending legal proceedings other than ordinary routine litigation incidental to the Partnership's business. Item 2, 3, 4 and 5 - ------------------ Not applicable. Item 6 - Exhibits and Reports on Form 8-K - ----------------------------------------- None. -27- 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 By: /s/Joseph M. Jayson November 12, 1997 ------------------------------ ------------------------ Joseph M. Jayson, Date Individual General Partner Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: REALMARK PROPERTIES, INC. Corporate General Partner /s/Joseph M. Jayson November 12, 1997 ------------------------------ ------------------------ Joseph M. Jayson, Date President and Director /s/Michael J. Colmerauer November 12, 1997 ------------------------------ ------------------------ Michael J. Colmerauer Date Secretary