FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended December 31, 1997
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934. (NO FEE
REQUIRED)
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 Formation) (IRS Employer Identification No.)
2350 North Forest Road
Suite 12-A
Getzville, New York 14068
---------------------------------------
(Address of Principal Executive Office)
Registrant's Telephone Number: (716) 636-9090
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Units of limited
partnership interest
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-K or any
amendment to this Form 10-K. (X)
DOCUMENTS INCORPORATED BY REFERENCE
See page 12 for a list of all documents incorporated by reference
1
PART I
ITEM 1: BUSINESS
The registrant, Realmark Property Investors Limited Partnership-VI B
("the Partnership"), is a Delaware limited partnership organized in 1987
pursuant to an Agreement and Certificate of Limited Partnership (the
"Partnership Agreement"), under the revised Delaware Uniform Limited Partnership
Act. The Partnership's general partners are Realmark Properties, Inc. (the
"Corporate General Partner"), a Delaware corporation, and Joseph M.
Jayson (the "Individual General Partner").
The Registrant commenced the public offering of its limited partnership
units, registered with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on November 11, 1988. The first interim
closing took place on February 2, 1989, and the initial $2,134,300 of
contributed capital was released to the Partnership at which time it began
operations. The offering was concluded February 28, 1990 at which time the
Partnership had raised $7,862,510, before deducting sales commissions and
syndication costs.
The Partnership's primary business and its only industry segment is to
own and operate income-producing real property for the benefit of its limited
partners. Through December 31, 1997, the Partnership owned two apartment
complexes, totaling 336 units. In addition, the Partnership is a partner in the
Foxhunt Apartments Joint Venture owning 11.5% of a 250 unit apartment complex in
Kettering, Ohio, and in the Lakeview Apartments Joint Venture, owning 16.22% of
a 168 unit apartment complex in Milwaukee, Wisconsin.
In June 1991, the Partnership purchased the 144 unit Players Club North
Apartments, located in Lutz, Florida, and the Villa Apartments, a 192 unit
apartment complex in Greenville, South Carolina. The average occupancy level at
Players Club in 1997 was 95%; the Villa averaged approximately 83%. For 1996,
occupancy at Players Club North averaged 94%, while the Villa was 92%. Occupancy
during 1995 averaged 96% at Players Club North and 96% at the Villa. The Villa
accounted for approximately 51% of total Partnership revenue generated during
1997. Players Club generated approximately 49% of total Partnership revenue
during the same year. For the years ended December 31, 1996 and 1995, the Villa
generated 55% and 54% of total Partnership revenue, and Players Club accounted
for 45% and 46% of total Partnership revenue, respectively.
The business of the Partnership is not seasonal. The Partnership, as of
December 31, 1997, did not directly employ any persons in a full-time position.
All regular employees who rendered services on behalf of the Partnership through
December 31, 1997 were employees of the Corporate General Partner or its
affiliates.
The Partnership's investment objectives are to (1) provide a return of
capital plus capital gains from the sale of appreciated properties; (2) provide
partners with cash distributions until properties are sold; (3) preserve and
protect partners capital and; (4) achieve build-up of equity through the
reduction of mortgage loans.
ITEM 2: PROPERTIES
The following is a list of Properties and Joint Ventures owned by the
Partnership as of December 31, 1997:
2
Property Name
and Location General Character of Property Purchase Date
- ------------- ----------------------------- -------------
Players Club North A 144 unit apartment complex. The June 1991
Lutz, FL mortgage balance at 12/31/97 was
$2,703,147, maturing June 2027, and
providing for monthly principal and interest
payments of $20,824 bearing interest at
8.48%.
The Villa A 192 unit apartment complex. The mortgage June 1991
Greenville, SC balance at 12/31/97 was $2,642,493,
maturing June 2027, and providing for
monthly principal and interest payments of
$19,864 bearing interest at 8.30%.
Joint Venture
Name and Location
- -----------------
Foxhunt Apartments A 250 unit apartment complex. The mortgage September 1991
Joint Venture balance at 12/31/97 was $4,498,327,
Kettering, OH maturing April 2027, and providing for
monthly principal and interest payments of
$36,358 bearing interest at 9.00%.
Lakeview JV A 168 unit apartment complex. The September 1992
Milwaukee, WI mortgage payable at 12/31/97 was
$2,487,288, providing for monthly principal
and interest payments of $19,410 bearing
interest at 8.25%. The mortgage matures on
February 1, 2006.
ITEM 3: LEGAL PROCEEDINGS
The Partnership is not a party to, nor is any of the Partnership's
property the subject of, any material pending legal proceedings.
ITEM 4: SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
3
PART II
ITEM 5: MARKET FOR REGISTRANT'S UNITS OF LIMITED
PARTNERSHIP INTEREST
There is currently no active trade market for the units of Limited
Partnership Interest of the Partnership and it is not anticipated that any will
develop in the future. As of December 31, 1997, there were 1,119 record holders
of units of Limited Partnership Interest.
ITEM 6: SELECTED FINANCIAL DATA
Realmark Properties Investors Limited Partnership-VI B
Year Ended Year Ended Year Ended Year Ended Year Ended
Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1995 Dec. 31, 1994 Dec. 31, 1993
-------------- -------------- -------------- -------------- -------------
Total assets $ 8,034,759 $ 7,749,737 $ 8,048,753 $ 9,447,468 $ 7,981,018
=========== =========== =========== =========== ===========
Notes payable and long-term
obligations $ 5,345,640 $ 4,225,106 $ 4,263,769 $ 4,298,714 $ 2,318,001
=========== =========== =========== =========== ===========
- ------------------------------------------------------------------------------------------------------------------------------
Revenue $ 1,652,233 $ 1,683,954 $ 1,715,088 $ 1,618,645 $ 1,449,496
Expenses 2,284,176 1,854,988 2,412,220 2,051,597 1,756,195
----------- ----------- ----------- ----------- -----------
Loss before allocated loss from
joint ventures (631,943) (171,034) (697,132) (432,952) (306,699)
Allocated loss from joint ventures (42,373) (51,048) (73,723) (70,786) (28,933)
----------- ----------- ----------- ----------- -----------
Net Loss $ (674,316) $ (222,082) $ (770,855) $ (503,738) $ (335,632)
=========== =========== =========== =========== ===========
- ------------------------------------------------------------------------- ----------------------------------------------------
Net cash (used in) provided by
operating activities $ (146,083) $ 170,266 $ 95,718 $ (195,511) $ 21,191
Principal payments upon refinancing (4,209,840) - - - -
Principal payments on long-term
debt (29,626) (38,663) (34,945) (19,287) (6,999)
----------- ----------- ----------- ----------- -----------
Net cash (used in) provided by
operating activities less principal
payments $(4,385,549) $ 131,603 $ 60,773 $ (214,798) $ 14,192
=========== =========== =========== =========== ===========
- ------------------------------------------------------------------------------------------------------------------------------
Loss per limited partnership unit $ (8.32) $ (2.74) $ (9.51) $ (6.21) $ (4.14)
=========== =========== =========== =========== ===========
Distributions per limited
partnership unit $ 3.08 $ 0.23 $ 0.96 $ 0.50 $ 1.25
=========== =========== =========== =========== ===========
Weighted average number of limited
partnership units outstanding 78,625.1 78,625.1 78,625.1 78,625.1 78,625.1
=========== =========== =========== =========== ===========
- ------------------------------------------------------------------------------------------------------------------------------
4
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources:
The Partnership continues to maintain sufficient cash to enable it to
not only fund current operations, but also to provide for future capital
improvements. The Partnership made distributions totaling $250,000 or $3.08 per
limited partnership unit during 1997. Management hopes to continue making
distributions in the coming year once the capital improvement work scheduled at
the properties is either completed or the full costs may be measured.
The Partnership has successfully refinanced both of the residential
complexes fully owned by the Partnership. The result was additional cash
provided by the new financing in excess of $1 million and significantly lower
interest rates resulting in an increase in monthly principal and interest
payment of only $2,300. Management feels that with the additional financing
proceeds, it will be able to continue to complete the capital improvements
necessary at the properties. Escrow accounts were set up as part of the new
mortgages; these accounts are to be used to cover the costs of the planned
improvements, but because releases of escrowed funds are typically not
immediate, for cash flow purposes the cash from operations is being used to pay
for the improvements. Management believes that when all work is done at the
properties, potential tenants will find them more attractive, thus resulting in
increased occupancy and a return to positive cash flow from operations.
The General Partners continue their efforts to locate a buyer for the
Lakeview property (the Partnership owns 16.22% of the Lakeview property), which
once again struggled with cash flow shortages during the current year. It is
felt that the sale of the property is in the best interests of both joint
venturers. The General Partners of the other joint venturer in this deal
continue to fund the property's shortfalls in cash flow, although are under no
obligation to do so. If this support does not continue, the venture may have to
go into default on the mortgage, at which point the property may be lost in a
foreclosure.
Foxhunt Apartments came under contract for sale during July 1996. The
sale was subject to a number of contingencies and was cancelable at any time by
the buyer. During 1997, the contract for sale was canceled by the buyer. The
General Partners of the joint venturers feel, however, that the sale of this
property is in the best interest of their respective limited partners, so
management continues to look for potential buyers through heavy marketing in
trade journals, newspapers, etc.
The partnership has conducted a review of its computer systems to
identify the systems that could be effected by the "year 2000 issue" and has
substantially developed an implementation plan to resolve such issues. The year
2000 issue is the result of computer programs being written using two digits
rather than four digits to define the applicable year. Computer programs that
have time-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities. Management has confirmed with its
software providers that all software currently in use is either "2000 compliant"
or will be with little adaptation and at no significant cost.
5
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Cont.)
Results of Operations:
For the year ended December 31, 1997, the Partnership incurred a net
loss of $674,316 or $8.32 per limited partnership unit. This is a large increase
from the year ended December 31, 1996 when the loss totaled $222,082 or $2.74
per limited partnership unit. For the year ended December 31, 1995 losses
incurred totaled $770,855 or $9.51 per limited partnership unit.
Partnership revenues for the year ended December 31, 1997 totaled
$1,652,233, consisting of rental income of $1,531,418 and other income, which
includes interest, laundry income, and other miscellaneous sources of income of
$120,815. The decrease in rental revenue from that of the previous years of 1996
and 1995 when it totaled $1,552,571 and $1,597,470, respectively, can be
attributed to an increase in vacancies, concessions and bad debts at The Villas.
Net rental income from Players Club increased from that of the previous year by
approximately $64,000 or 9%. Occupancy at Players Club remained relatively
constant throughout the year; the average occupancy for the year ended December
31, 1997 was 95%, a slight increase over that of the prior year. Players Club
continues to take advantage of the strong rental markets in which they are
located and are clearly benefiting from on-site personnel changes (as mentioned
in previous Management Discussions) made by management during 1997. The staff
continue to be attracting tenants through current leasing and marketing
strategies, as well as successfully retaining current tenants. Occupancy levels
at The Villas unfortunately decreased rather significantly during the year ended
December 31, 1997 as compared to those of the previous two years; for 1997,
occupancy at this complex averaged only 83%, while it was 92 % for 1996 and 96%
for 1995. In order to increase occupancy in the coming year, management intends
to continue offering attractive incentive programs (e.g., free rent, reduced
rent, etc.) to potential tenants for signed leases. Although this may be
successful in increasing occupancies, it is also likely in the short-term to
decrease revenues. There was also approximately an 8% decrease in other income
during the year ended December 31, 1997 as compared to that earned in 1996. This
decrease is attributable to a decrease in laundry income at both The Villas and
Players Club and a decrease in interest income earned by The Villas due to a
decrease in the cash which the property held in the bank as a result of capital
improvement and maintenance work being done at the property.
Partnership expenses for the year ended December 31, 1997 totaled
$2,284,176, a substantial increase over the expenses of the year ended December
31, 1996 of $1,854,988, yet a 5% decrease from those of 1995 which were
$2,412,220. The largest increase in expenses may be seen in property operations
costs. Management has been performing a considerable amount of capital
improvements and repair work at the properties in this partnership due to
properties' age. Roof repairs were necessary at The Villas, while both complexes
have been doing significant interior and exterior painting and appliance and
carpet replacement. Payroll and related expenses likewise increased at both
complexes; more repair and maintenance work is being performed by on-site
employees as opposed to by outside contractors in order to keep costs under
control. Other operations expenses which increased include utility costs at both
complexes and slight increases were seen in insurance expense and real estate
taxes at The Villas. Management is continually looking for new ways to save on
expenses at the properties; as an example, utility costs are "regularly"
measured, and cost-savings ideas are implemented wherever possible and
practical. Insurance costs are also reviewed regularly, as are real estate taxes
with appeals being filed as deemed practical.
6
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Cont.)
Results of Operations (Cont.):
A large increase in amortization expense was the result of new
financing obtained during the year on both The Villas and Players Club. The new
financing led to the write-off of the majority of the previously capitalized
mortgage acquisition costs. The write-off of such costs amounted to
approximately $208,665.
Administrative expenses totaled $344,466 for the year ended December
31, 1997, which continues the decrease noted in these expenses between the
previous two years when administrative expenses totaled $373,953 and $385,701,
respectively. A portion of the decrease is the result of a decrease in
management fees due to the decline in income at The Villas. Also contributing to
the decrease was lower legal costs associated with evictions and a decrease in
advertising costs, both of which were attributable to Players Club. Interest
expense increased by just over $107,000 when comparing 1997 to 1996, while the
increase from 1995 to 1997 was only $15,000. The increase between the current
year and the previous one was the result of the increase in the principal
balances on the mortgages at both The Villas and Players Club resulting from the
refinancings that took place on both of these mortgages during 1997.
Management has plans in the coming year to continue making several
capital improvements to both The Villas and Players Club, including but not
limited to interior painting, replacement of carpets and appliances, and
improvements to landscaping.
The Foxhunt Joint Venture had net income of $41,576 for the year ended
December 31, 1997 as compared to losses of $129,030 and $270,419 for the years
ended December 31, 1996 and 1995, respectively. The income is representative of
the increased rental revenue generated by this property, as well as a sizable
decrease in property operations expenses. In accordance with the joint venture
agreement, 11.5% of the income is allocated to the Partnership and 88.5% is
allocated to the other joint venturer. Accordingly, $4,781 of the 1997 income is
allocated to the Partnership and $36,795 is allocated to the other joint venture
partner; $114,988 of the 1996 loss was allocable to the other joint venturer,
while for the year 1995, $239,321 was allocable to the other venturer.
The Lakeview Village Joint Venture generated a net loss of $290,713 for
the year ended December 31, 1997. This loss continues to reflect the significant
obstacles this property has had over the past several years. Vacancies and
delinquencies remain the property's two biggest obstacles in 1997 as they were
in 1996; both items result in critical cash flow shortages for the property. The
loss for 1996 and 1995 was $222,600 and $262,797, respectively. In accordance
with the joint venture agreement, 16.22% of the loss is allocated to the
Partnership and 83.78% is allocated to the other joint venturer. For 1997,
$47,154 of the loss is allocated to the Partnership and $243,559 is allocated to
the other joint venture partner; for 1996, $36,106 of the loss was allocated to
the Partnership and $186,494 of the loss was allocable to the other joint
venturer, while for the year 1995, $42,625 of the loss was allocated to the
Partnership and $220,172 was allocable to the other venturer.
For the year ended December 31, 1997, the tax basis loss for the
Partnership was $656,602 or $8.10 per limited partnership unit compared to a tax
loss of $136,486 or $1.68 per unit for the year ended December 31, 1996 and a
tax loss of $707,299 or $8.73 per limited partnership unit for the year ended
December 31, 1995. The Partnership agreement provides for the taxable income or
losses to be allocated 97% to the Limited Partners and 3% to the General
Partners, and in accordance with this and the Internal Revenue Code, the loss
for the year ended December 31, 1997 was allocated in this fashion.
7
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Listed under Item 14 of this report.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
8
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT
The Partnership, as an entity, does not have any directors or officers.
The Individual General Partner of the Partnership is Joseph M. Jayson. The
directors and executive officers of Realmark Properties, Inc., the Partnership's
Corporate General Partner, as of March 1, 1998, are listed below. Each director
is subject to election on an annual basis.
Title of All Positions
Name Held with the Company Year First Elected Director
- ---- --------------------- ---------------------------
Joseph M. Jayson President and Director 1979
Judith P. Jayson Vice President, and Director 1979
Michael J. Colmerauer Secretary
Joseph M. Jayson, President and Director of Realmark Properties, Inc.
and Judith P. Jayson, Vice President and Director of Realmark Properties, Inc.,
are married to each other.
The Directors and Executive Officers of the Corporate General Partner
and their principal occupations and affiliations during the last five years or
more are as follows:
Joseph M. Jayson, age 59, is Chairman, Director and sole stockholder of
J. M. Jayson and Company, Inc. and certain of its affiliated companies:
Westmoreland Capital Corporation, Oilmark Corporation and U.S. Energy
Development Corporation. In addition, Mr. Jayson is chairman of Realmark
Corporation, Chairman of Realmark Properties, Inc., wholly-owned subsidiaries of
J. M. Jayson and Company, Inc. and co-general partner of Realmark Property
Investors Limited Partnership, Realmark Property Investors Limited
Partnership-II, Realmark Property Investors Limited Partnership-III, Realmark
Property Investors Limited Partnership-IV, Realmark Property Investors Limited
Partnership-V, Realmark Property Investors Limited Partnership-VI A, and
Realmark Property Investors Limited Partnership-VI B. Mr. Jayson is a member of
the Investment Advisory Board of the Corporate General Partner. Mr. Jayson has
been in real estate for the last 35 years and is a Certified Property Manager as
designated by the Institute of Real Estate Management ("I.R.E.M."). Mr. Jayson
received a B.S. Degree in Education in 1961 from Indiana University , a Masters
Degree from the University of Buffalo in 1963, and has served on the Educational
Faculty of the Institute of Real Estate Management. Mr. Jayson has for the last
35 years been engaged in various aspects of real estate brokerage and
investment. He brokered residential properties from 1962 to 1964, commercial
investment properties from 1964 to 1967, and in 1967 left commercial real estate
to form his own investment firm. Since that time, Mr. Jayson and J. M. Jayson &
Company, Inc. have formed or participated in various ways with forming over 31
real estate related limited partnerships. For the past sixteen years, Mr. Jayson
and J.M. Jayson & Company, Inc., and an affiliate have also engaged in
developmental drilling for gas and oil.
Judith P. Jayson, age 58, is currently Vice President and a Director of
Realmark Properties, Inc. She is also a Director of the property management
affiliate, Realmark Corporation. Mrs. Jayson has been involved in property
management for the last 36 years and has extensive experience in the hiring and
training of property management personnel and in directing, developing and
implementing property management systems and programs. Mrs. Jayson, prior to
joining the firm in 1973, taught business in the Buffalo, New York High School
System. Mrs. Jayson graduated from St. Mary of the Woods College in Terre Haute,
Indiana, with a degree in Business Administration. Mrs. Jayson is the wife of
Joseph M. Jayson, the Individual General Partner.
9
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT (Cont.)
Michael J. Colmerauer, 39, is Secretary and in-house legal counsel for
J.M. Jayson and Company, Inc., Realmark Corporation, Realmark Properties, Inc.
and other companies affiliated with the General Partners. He received a
Bachelor's Degree (BA) from Canisius College in 1980 and a Juris Doctors (J.D.)
from the University of Tulsa in 1983. Mr. Colmerauer is a member of the American
and Erie County Bar Association and has been employed by the Jayson group of
companies for the last 14 years.
ITEM 11: EXECUTIVE COMPENSATION
No direct remuneration was paid or payable by the Partnership to
directors and officers (since it has no directors or officers) for the years
ended December 31, 1997, 1996 or 1995, nor was any direct remuneration paid or
payable by the Partnership to directors or officers of Realmark Properties,
Inc., the Corporate General Partner and sponsor, for the years ended December
31, 1997, 1996 or 1995.
The following table sets forth for the years ended December 31, 1997,
1996 and 1995, the compensation paid by the Partnership, directly or indirectly,
to affiliates of the General Partners:
Amounts
Entity Receiving Type of -----------------------------------
Compensation Compensation 1997 1996 1995
------------ ------------ --------- --------- ---------
U.S. Capital, Inc. Loan placement fee $ 53,600 $ - $ -
--------- --------- ---------
Realmark Properties, Inc. Partner distributions 7,500 569 2,337
(The Corporate General --------- --------- ---------
Partner) Reimbursement for
allocated partnership
administration expenses
related to:
Investor services 7,049 6,276 5,000
Brokerage 10,353 6,914 4,451
Portfolio management
and accounting 68,795 66,184 112,745
Partnership management fees - 15,900 3,268
Realmark Corporation Property management fees 80,758 80,736 84,143
Computer service fees 6,336 8,500 6,336
--------- --------- ---------
173,291 184,510 215,943
--------- --------- ---------
Total $ 234,391 $ 185,079 $ 218,280
========= ========= =========
The Corporate General Partner is entitled to a continuing Partnership
Management Fee equal to 7% of net cash flow (as defined in the Partnership
Agreement) of which 2% is subordinated to the receipt by the Limited Partners of
a non cumulative annual cash return equal to 7% of the average of their adjusted
Capital Contributions (as defined in the Partnership Agreement). These fees
amounted to $15,900 and $3,268 for the years ended December 31, 1996 and 1995,
respectively. No such fees were paid for the year ended December 31, 1997. The
General Partners are entitled to 3% of Distributable Cash (as defined in the
Partnership Agreement) and to certain expense reimbursements with respect to
Partnership operations.
10
ITEM 11: EXECUTIVE COMPENSATION (Cont.)
Net income or loss and proceeds arising from a sale or refinancing of
property shall be distributed: first, to the Limited Partners and amount
equivalent to a 7% return on the average of their adjusted capital
contributions; second, to the corporate general partner a 3% property
disposition fee provided, however, that 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% of 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% of their average adjusted capital contributions
commencing with the first fiscal quarter following the termination of the
offering of units; third, to the Limited partners, an amount equal to their
capital contributions, then an amount equal to an additional 5% of the average
of their adjusted capital contributions; fourth, to all Partners, an amount
equal to their respective positive capital balances; finally, in the ratio of
87% to the Limited Partners and 13% to the General Partners.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
No person is known to the Partnership to own of record or beneficially,
more than five percent (5%) of the Units of Limited Partnership Interests of the
Partnership. The General Partners, as of December 31, 1997 owned no Units of
Limited Partnership Interest.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Transactions with Management and Others
No transactions have occurred between the Partnership and those in the
management of Realmark Properties, Inc. All transactions between the Partnership
and Realmark Properties, Inc. (the Corporate General Partner) and any other
affiliated organization are described in Item 11 of this report and in Note 7 to
the financial statements.
11
ITEM 14: EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND
REPORTS ON FORM 8-K
(a) Financial Statements and Schedules
FINANCIAL STATEMENTS Page
-------------------- ----
(i) Independent Auditors' Report 13
(ii) Balance Sheets as of December 31, 1997 and 1996 14
(iii) Statements of Operations for years ended December 31,
1997, 1996, and 1995. 15
(iv) Statements of Partners' Capital (Deficit) for years
ended December 31, 1997, 1996, and 1995 16
(v) Statements of Cash Flows for years ended
December 31, 1997, 1996, and 1995 17
(vi) Notes to Financial Statements 18 - 29
FINANCIAL STATEMENT SCHEDULES
-----------------------------
(i) Schedule III - Real Estate and Accumulated Depreciation 30 - 31
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or the notes thereto.
(b) Reports on Form 8-K
None.
(c) Exhibits
4. Instruments defining the rights of security holders,
including indentures
(a) Certificate of Limited Partners filed with the
Registration Statement of the Registrant Form S-11,
filed September 30, 1987 and subsequently amended,
incorporated herein by reference.
10. Material contracts
(b) Property Management Agreement with Realmark
Corporation included with the Registration Statement
of the Registrant as filed and amended to date
incorporated herein by reference.
12
INDEPENDENT AUDITORS' REPORT
The Partners
Realmark Property Investors Limited Partnership-VI B:
We have audited the accompanying balance sheets of Realmark Property Investors
Limited Partnership-VI B as of December 31, 1997 and 1996, and the related
statements of operations, partners' capital (deficit), and cash flows for each
of the three years in the period ended December 31, 1997. Our audits also
include the financial statement schedule listed in the Index at Item 14. These
financial statements and financial statement schedule are the responsibility of
the General Partners. Our responsibility is to express an opinion on the
financial statements and the financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
General Partners, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Realmark Property Investors Limited
Partnership-VI B at December 31, 1997 and 1996 and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1997 in conformity with generally accepted accounting principles. Also, in our
opinion, such financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
March 11, 1998
13
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
Assets 1997 1996
- ------ ----------- -----------
Property, at cost:
Land and improvements $ 780,500 $ 746,000
Buildings and improvements 6,028,430 6,018,094
Furniture, fixtures and equipment 255,652 255,652
----------- -----------
7,064,582 7,019,746
Less accumulated depreciation 1,614,323 1,379,541
----------- -----------
Property, Net 5,450,259 5,640,205
Investment in joint ventures 347,225 389,598
Cash 1,422,361 1,454,682
Accounts receivable - affiliates 57,902 53,906
Escrow deposits 408,808 104,463
Mortgage costs, net of accumulated amortization
of $5,925 and $189,098 333,780 93,277
Other assets 14,424 13,606
----------- -----------
Total Assets $ 8,034,759 $ 7,749,737
=========== ===========
Liabilities and Partners' Capital
- ---------------------------------
Liabilities:
Mortgages payable $ 5,345,640 $ 4,225,106
Accounts payable and accrued expenses 274,627 215,520
Security deposits and prepaid rents 141,659 111,962
----------- -----------
Total Liabilities 5,761,926 4,552,588
----------- -----------
Partners' Capital (Deficit):
General partners (116,342) (88,613)
Limited partners 2,389,175 3,285,762
----------- -----------
Total Partners' Capital 2,272,833 3,197,149
----------- -----------
Total Liabilities and Partners' Capital $ 8,034,759 $ 7,749,737
=========== ===========
See notes to financial statements
14
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995
----------- ----------- -----------
Income:
Rental $ 1,531,418 $ 1,552,571 $ 1,597,470
Interest and other 120,815 131,383 117,618
----------- ----------- -----------
Total income 1,652,233 1,683,954 1,715,088
----------- ----------- -----------
Expenses:
Property operations 1,100,361 826,421 1,318,665
Interest:
Other 441,475 334,097 426,414
Depreciation and amortization 372,874 320,517 281,440
Administrative:
Paid to affiliates 173,291 184,510 215,943
Other 171,175 189,443 169,758
Loss from flood 25,000 - -
----------- ----------- -----------
Total expenses 2,284,176 1,854,988 2,412,220
----------- ----------- -----------
Loss before allocated loss from joint ventures (631,943) (171,034) (697,132)
Allocated loss from joint ventures (42,373) (51,048) (73,723)
----------- ----------- -----------
Net loss $ (674,316) $ (222,082) $ (770,855)
=========== =========== ===========
Loss per limited partnership unit $ ($8.32) $ (2.74) $ (9.51)
=========== =========== ===========
Distributions per limited partnership unit $ 3.08 $ 0.23 $ 0.96
=========== =========== ===========
Weighted average number of limited partnership
units outstanding 78,625.1 78,625.1 78,625.1
=========== =========== ===========
See notes to financial statements
15
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
STATEMENTS OF PARTERS' CAPITAL (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
General Limited Partners
Partners -------------------------
Amount Units Amount
---------- -------- -----------
Balance, January 1, 1995 $ (55,919) 78,625.1 $ 4,842,891
Distributions to partners (2,337) - (75,573)
Return of Capital to limited partners - - (500,000)
Net loss (23,126) - (747,729)
---------- -------- -----------
Balance, December 31, 1995 (81,382) 78,625.1 3,519,589
Distributions to partners (569) - (18,407)
Net loss (6,662) - (215,420)
---------- -------- -----------
Balance, December 31, 1996 (88,613) 78,625.1 3,285,762
Distributions to partners (7,500) - (242,500)
Net loss (20,229) - (654,087)
---------- -------- -----------
Balance, December 31, 1997 $ (116,342) 78,625.1 $ 2,389,175
========== ======== ===========
See notes to financial statements
16
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995
----------- ----------- ----------
Cash Flows from operating activities:
Net loss $ (674,316) $ (222,082) $ (770,855)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation and amortization 372,874 320,517 281,440
Allocated loss from joint ventures 42,373 51,048 73,723
Loss from flood 25,000 - -
Property acquisition costs - - 497,209
Changes in operating assets and liabilities:
Other assets (818) 40,078 29,206
Accounts payable and accrued expenses 59,107 (46,091) (22,749)
Security deposits and prepaid rents 29,697 26,796 7,744
----------- ----------- ----------
Net cash (used in) provided by operating activities (146,083) 170,266 95,718
----------- ----------- ----------
Cash flows from investing activities:
Decrease (increase) in accounts receivable - affiliates (3,996) 748,193 (746,722)
Escrow deposits (304,345) - -
Proceeds from insurance 80,136 - -
Property acquisition (188,861) (36,500) -
----------- ----------- ----------
Net cash (used in) provided by investing activities (417,066) 711,693 (746,722)
----------- ----------- ----------
Cash flows from financing activities:
Principal payments upon refinancing (4,209,840) - -
Principal payments on mortgages (29,626) (38,663) (34,945)
Distributions to partners/return of capital (250,000) (18,976) (577,910)
(Increase) decrease in mortgage costs (339,706) (11,362) 9,974
Proceeds from mortgage 5,360,000 - -
----------- ----------- ----------
Net cash provided by (used in) financing activities 530,828 (69,001) (602,881)
----------- ----------- ----------
Net (decrease) increase in cash (32,321) 812,958 (1,253,885)
Cash - beginning of year 1,454,682 641,724 1,895,609
----------- ----------- ----------
Cash - end of year $ 1,422,361 $ 1,454,682 $ 641,724
=========== =========== ==========
See notes to financial statements
17
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1. 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 the
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. All items of
income and expense arose subsequent to this date. The offer terminated on
February 28, 1990 with gross offering proceeds of $7,862,510. As of December 31,
1997, 78,265.1 units of limited partnership interest were sold and outstanding.
The General Partners are Realmark Properties, Inc., the Corporate General
Partner, and Mr. 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 (See Note 7).
The Partnership agreement also provides that distribution of funds,
revenues, and 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.
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, second, to the
corporate general partner a 3% property disposition fee provided, however, that
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% of 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% of their
average adjusted capital contributions commencing with the first fiscal quarter
following the termination of the offering of units; third, to the limited
Partners, an amount equal to their capital contributions, then an amount equal
to an additional 5% of the average of their adjusted capital contributions;
fourth, to all Partners, 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.
18
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
(a) Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
(b) Loss Per Limited Partnership Unit:
The loss per limited partnership unit is based on the weighted average
number of limited partnership units outstanding for the year.
(c) Cash:
For the purposes of reporting cash flows, cash includes the following
items: cash on hand, cash in checking and money market savings.
(d) Property and Depreciation:
Depreciation is provided on the straight-line method over the estimated
useful lives of the respective assets, and totaled $273,671, $269,181 and
$240,077 for the years ended December 31, 1997, 1996 and 1995, respectively. The
estimated useful lives of the Partnership assets range from 5 to 25 years.
Expenditures for maintenance and repairs are expensed as incurred. Major
renewals and betterments are capitalized. The Accelerated Cost Recovery System
or Modified Accelerated Cost Recovery System is used to calculate depreciation
expense for tax purposes.
(e) Mortgage Costs:
Mortgage costs incurred in obtaining property mortgage financing have
been deferred and are being amortized over the terms of the respective
mortgages.
(f) Rental Income:
Rental income is recognized on the straight line method over the terms
of the leases. The outstanding leases with respect to these residential rental
properties owned are for terms of no more than one year.
(g) Unconsolidated Joint Ventures:
The Partnership's investment in unconsolidated joint ventures is
accounted for on the equity method.
(h) Accrued Rent Receivable:
Due to the nature of these accounts, rents receivable are fully
reserved for as of December 31, 1997 and 1996.
19
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Continued)
3. ACQUISITION 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
$3,100,000 which included $373,493 in acquisition fees.
In June 1991, the Partnership acquired a 144 unit apartment complex
(Players Club North) located in Lutz, Florida for a purchase price of $3,007,000
which included $190,737 in acquisition fees.
On September 27, 1991, the Partnership entered into a joint venture
agreement for the purpose of operating the Foxhunt Apartments, located in
Dayton, Ohio. See Footnote 6 for further discussion related to the Foxhunt Joint
Venture.
On September 30, 1992, the Partnership entered into a joint venture
agreement for the purpose of operating the Lakeview Village Apartment complex,
located in Milwaukee, Wisconsin. See Footnote 6 for further discussion related
to the Lakeview Joint Venture.
4. MORTGAGES PAYABLE:
The partnership has the following mortgages:
Players Club North
A mortgage with a balance of $2,703,147 at December 31, 1997 provides
for monthly principal and interest payments of $20,824, bearing interest at
8.48%. The note matures June 2027. The mortgage is secured by the assets of
Players Club Apartment complex. The mortgage payable of $2,273,368 outstanding
at December 31, 1996 was refinanced during 1997 into the mortgage described
above. No significant gain or loss on the refinancing occurred.
The Villa
A mortgage with a balance of $2,642,493 at December 31, 1997 provides
for monthly principal and interest payments of $19,864 bearing interest at
8.30%. The note matures June 2027. The mortgage is secured by the assets of The
Villa Apartment complex. The mortgage payable of $1,951,738 outstanding at
December 31, 1996 was refinanced during 1997 into the mortgage described above.
No significant gain or loss on the refinancing occurred.
20
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Continued)
The aggregate maturities of the mortgages for each of the next five
years and thereafter are as follows:
Year Amount
---- ----------
1998 $ 33,077
1999 36,455
2000 39,686
2001 43,213
2002 47,039
Thereafter 5,146,170
----------
$5,345,640
==========
5. FAIR VALUE OF FINANCIAL INSTRUMENTS:
Statement of Financial Accounting Standards No. 107 requires disclosure
about fair value of certain financial instruments. The fair value of cash,
accounts receivable - affiliates, other assets, accounts payable and accrued
expenses, and security deposits and prepaid rents approximate the carrying value
due to the short-term nature of these instruments.
Management has estimated that the fair value of the mortgages payable
on Players Club and The Villa approximate their carrying values as the mortgages
were obtained in 1997.
21
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Continued)
6. INVESTMENTS IN JOINT VENTURES:
On September 27, 1991, the Partnership entered into an agreement and
formed 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 Joint Venture agreement, the Partnership contributed $1,041,568 and RPILP-VI
B contributed $390,000 to buy out the wraparound promissory note on the
property, while RPILP-II contributed the property net of the first mortgage.
On April 1, 1992, RPILP-II returned RPILP-VI B'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 RPILP-VI B. The allocated net loss of
the Joint Venture has been included in the statements of operation of the
Partnership.
At December 31, 1997, instances of noncompliance related to Foxhunt's
section 223f Department of Housing and Urban Development (HUD) mortgage have
been identified.
In July 1996, the Partnership entered into a plan to dispose of the
property, plant and equipment of the Foxhunt Joint Venture with a carrying
amount of $2,886,577 at December 31, 1996 and a net loss of $129,930 for the
year then ended.
Management had determined that a sale of the property was in the best
interests of the investors. As of December 31, 1996, an agreement, cancelable by
the buyer, was signed with an anticipated sales price of $7,400,000. The
agreement was subsequently canceled in 1997, and no additional agreements were
signed and effective as of December 31, 1997.
At December 31, 1997, substantial doubt exists as to whether RPILP-II
will continue as a going concern, due to cash flow difficulties, recurring
losses and a partners deficiency.
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 joint venture 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 year
ended December 31, 1996 approximated $93,000.
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 Partners' estimate of the fair market value of the apartment complex and
other net assets at the date of inception.
22
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Continued)
6. INVESTMENTS IN JOINT VENTURES (Cont.):
A summary of the assets, liabilities, and partners' capital of the
Joint Venture as of December 31, 1997 and 1996 and the results of its operations
for the years ended December 31, 1997, 1996 and 1995 is as follows:
FOXHUNT JOINT VENTURE
BALANCE SHEETS
December 31, 1997 and 1996
Assets 1997 1996
----------- -----------
Cash and cash equivalents $ 548,089 $ 162,914
Property, net of accumulated depreciation 2,658,269 2,886,577
Accounts receivable - affiliates 34,007 249,929
Mortgage costs 245,542 253,937
Other assets 371,277 335,272
----------- -----------
Total Assets $ 3,857,184 $ 3,888,629
=========== ===========
Liabilities and Partners' (Deficiency)
Liabilities:
Mortgage payable $ 4,498,327 $ 4,528,289
Accounts payable and accrued expenses 232,968 262,871
Other liabilities 54,882 68,038
----------- -----------
Total Liabilities 4,786,177 4,859,198
----------- -----------
Partners' (Deficiency) (928,993) (970,569)
----------- -----------
Total Liabilities and Partners' (Deficiency) $ 3,857,184 $ 3,888,629
=========== ===========
23
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Continued)
6. INVESTMENTS IN JOINT VENTURES (Cont.):
FOXHUNT JOINT VENTURE
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995
---------- ---------- ----------
Income:
Rental $1,404,587 $1,287,116 $1,343,601
Interest and other 86,892 61,478 90,780
---------- ---------- ----------
Total Income 1,491,479 1,348,594 1,434,381
---------- ---------- ----------
Expenses:
Property operations 595,739 701,068 840,281
Interest 406,330 408,694 411,061
Depreciation and amortization 236,703 138,352 228,066
Administrative:
Paid to others 92,747 133,103 130,415
Paid to affiliates 118,384 97,307 94,977
---------- ---------- ----------
Total Expenses 1,449,903 1,478,524 1,704,800
---------- ---------- ----------
Net income (loss) $ 41,576 $ (129,930) $ (270,419)
========== ========== ==========
Allocation of net income (loss):
The Partnership $ 4,781 $ (14,942) $ (31,098)
RPILP II 36,795 (114,988) (239,321)
---------- ---------- ------------
Total $ 41,576 $ (129,930) $ (270,419)
========== ========== ==========
A reconciliation of the investments in Foxhunt Joint Venture:
1997 1996 1995
---------- ---------- ----------
Investment in joint venture at
beginning of year $ 371,119 $ 386,061 $ 417,159
Allocation of net loss 4,781 (14,942) (31,098)
---------- ---------- ----------
Investment in joint venture at end of
year $ 375,900 $ 371,119 $ 386,061
========== ========== ==========
24
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Continued)
6. INVESTMENT IN JOINT VENTURES (Cont.)
On September 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, contributed 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 Partnership has all the rights and
responsibilities of a General Partner in the project.
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 has been included in the statements
of operations for the Partnership.
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.
In July 1996, the Partnership entered into a plan to dispose of the
property, plant and equipment of the Lakeview Village Apartments with a carrying
amount of $2,507,241 at December 31, 1996 and a net loss of $222,600 for the
year ended December 31, 1996.
Management had determined that a sale of the property was in the best
interests of the investors. As of December 31, 1996, an agreement, cancelable by
the buyer, was signed with an anticipated sales price of $4,090,000. The
agreement was subsequently canceled in 1997, and no additional agreements were
signed and effective as of December 31, 1997.
At December 31, 1997, substantial doubt exists as to whether RPILP-IV
will continue as a going concern, due to cash flow difficulties, recurring
losses and a partners deficiency.
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 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 year
ended December 31, 1996 totaled approximately $85,000.
25
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Continued)
6. INVESTMENT IN JOINT VENTURES (Cont.)
A summary of the assets, liabilities, and partners' capital of the
Joint Venture as of December 31, 1997 and 1996 and the results of its operations
for the years ended December 31, 1997, 1996 and 1995 is as follows:
LAKEVIEW JOINT VENTURE
BALANCE SHEETS
December 31, 1997 and 1996
Assets 1997 1996
----------- -----------
Property, net of accumulated depreciation $ 2,359,318 $ 2,507,241
Other assets 192,873 311,430
----------- -----------
Total Assets $ 2,552,191 $ 2,818,671
=========== ===========
Liabilities and Partners' (Deficiency)
Liabilities:
Cash overdraft $ 97,360 $ 2,373
Mortgage payable 2,487,288 2,508,128
Accounts payable and accrued expenses 229,389 221,736
Accounts payable - affiliates 123,894 165,995
Other liabilities 39,270 54,736
----------- -----------
Total liabilities 2,977,201 2,952,968
----------- -----------
Partners' (Deficiency) (425,010) (134,297)
----------- -----------
Total Liabilities and Partners' (Deficiency) $ 2,552,191 $ 2,818,671
=========== ===========
26
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Continued)
6. INVESTMENT IN JOINT VENTURES (Cont.)
LAKEVIEW JOINT VENTURE
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995
---------- --------- ----------
Income:
Rental $ 630,559 $ 665,480 $ 801,614
Interest and other 60,010 41,898 25,335
---------- --------- ----------
Total Income 690,569 707,378 826,949
---------- --------- ----------
Expenses:
Property operations 412,541 401,714 419,997
Interest:
Other 230,369 207,820 265,009
Affiliates 19,374 19,005 -
Depreciation and amortization 174,907 129,462 185,592
Administrative:
Paid to others 101,483 132,603 129,152
Paid to affiliates 42,608 39,374 89,996
---------- --------- ----------
Total Expenses 981,282 929,978 1,089,746
---------- --------- ----------
Loss from operations $ (290,713) $(222,600) $ (262,797)
========== ========= ==========
Allocation of net loss:
The Partnership $ (47,154) $ (36,106) $ (42,625)
RPILP-IV (243,559) (186,494) (220,172)
---------- --------- ----------
Total $ (290,713) $(222,600) $ (262,797)
========== ========= ==========
A reconciliation of the investments in Lakeview Joint Ventures:
1997 1996 1995
---------- --------- ----------
Investment in joint venture at beginning of year $ 18,479 $ 54,585 $ 97,210
Allocation of net loss (47,154) (36,106) (42,625)
---------- --------- ----------
Investment in joint venture at end of year $ (28,675) $ 18,479 $ 54,585
========== ========= ==========
27
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Continued)
7. RELATED PARTY TRANSACTIONS:
The Corporate general partner and its subsidiaries earned the following
fees and commissions and were reimbursed for the following expenses as provided
for in the partnership agreement for the years ended December 31, 1997, 1996 and
1995.
1997 1996 1995
-------- -------- --------
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 receiving an annual cash return
equal to 7% of their adjusted capital
contributions. $ - $ 15,900 $ 3,268
Reimbursement for allocated administrative
costs of the corporate general partner, including
payroll, legal, rent, depreciation, printing,
computer processing, mailing, audit, travel,
communications, and partnership operations. 86,197 79,374 122,196
Property management fees equal to 5% of the
gross monthly rental receipts of the properties
managed. 80,758 80,736 84,143
Computer service charges based upon number
of apartment units 6,336 8,500 6,336
Loan placement fees, 1% of total mortgage
loan amount 53,600 - -
-------- --------- --------
$226,891 $184,510 $215,943
======== ========= ========
Accounts receivable - affiliates, which are payable on demand, amounted
to $57,902 and $53,906 at December 31, 1997 and 1996 respectively.
Partnership accounting and portfolio management fees, investor services
fees and brokerage fees are allocated based on total assets, the number of
partners, and number of units, respectively. In addition to the above, other
properties specific expenses such as payroll, benefits, etc. are charged to
property operations on the partnership's statement of operations.
28
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Continued)
8. 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 reconciliation of net loss for the years ended December 31, 1997,
1996 and 1995, and as reported in the statement of operations, and as would be
reported for tax return purposes is as follows:
1997 1996 1995
---------- ---------- -----------
Net loss -
Statement of operations $ (674,316) $ (222,082) $ (770,855)
Add to (deduct from):
Difference in depreciation (212) 27,146 (244)
Other nondeductible expenses 18,489 73,185 56,117
Tax basis adjustment - Joint Ventures (563) (14,735) 7,683
---------- ----------- -----------
Net loss - tax return purposes $ (656,602) $ (136,486) $ (707,299)
========== =========== ===========
The reconciliation of Partners' Capital at December 31, 1997, 1996 and
1995, as reported in the balance sheet and as reported for tax return purposes,
is as follows:
1997 1996 1995
---------- ---------- ----------
Partners' Capital - Balance Sheet $2,272,833 $3,197,149 $3,438,207
Add to (deduct from):
Accumulated difference in depreciation (39,882) (39,670) (66,816)
Syndication fees 1,179,381 1,179,381 1,179,381
Other nondeductible expenses 268,885 250,396 177,211
Tax basis adjustment - Joint Ventures (60,539) (59,976) (45,241)
---------- ---------- ----------
Partners' Capital - tax return purposes $3,620,678 $4,527,280 $4,682,742
========== ========== ==========
9. SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
1997 1996 1995
---------- ---------- -----------
Cash paid for interest $ 437,760 $ 335,406 $ 425,867
========== ========== ===========
10. RECLASSIFICATIONS:
Certain reclassifications have been made to the 1995 and 1996 balances
to conform with the classifications used in 1997.
29
SCHEDULE III
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1997
Initial Cost to
Partnership Cost
----------------------------- Capitalized
Land Buildings Subsequent
Property and and to
Description Encumbrances Improvements Improvements Acquisition
----------- ------------ ------------ ------------ -----------
The Villa
Greenville, SC $ 2,642,493 $ 528,000 $ 3,059,008 $ 280,159
Player's Club North
Lutz, FL 2,703,147 218,000 2,851,851 15,938
----------- --------- ----------- ---------
$ 5,345,640 $ 746,000 $ 5,910,859 $ 296,097
=========== ========= =========== =========
Foxhunt Joint Vtr.
Dayton, OH $ 4,498,327 $ 387,500 $ 4,890,020 $ 148,151
=========== ========= =========== =========
Lakeview Joint Vtr.
Milwaukee, WI $ 2,487,288 $ 200,000 $ 3,785,880 $ 176,455
=========== ========= =========== =========
Gross amounts at which
Carried at Close of Period
-------------------------------------------------
Land Buildings (3)(4)
Property and and (1)(2) Accumulated Date of Date
Description Improvements Improvements Total Depreciation Construction Acquired
----------- ------------ ------------ ----------- ------------ ------------ --------
The Villa
Greenville, SC $ 554,500 $ 3,168,641 $ 3,723,141 $ 688,499 1971 06/91
Player's Club North
Lutz, FL 226,000 2,859,789 3,085,789 688,434 1986 06/91
--------- ----------- ----------- ------------
$ 780,500 $ 6,028,430 $ 6,808,930 $ 1,376,933
========= =========== =========== ============
Foxhunt Joint Vtr.
Dayton, OH $ 387,500 $ 5,038,171 $ 5,425,671 $ 2,767,401 1972 09/91
========= =========== =========== ============
Lakeview Joint Vtr.
Milwaukee, WI $ 288,047 $ 3,874,288 $ 4,162,335 $ 1,803,018 1971 09/92
========= =========== =========== ============
30
SCHEDULE III
(Continued)
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-VI B
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1997
(1) Cost for Federal income tax purposes is $6,808,930.
(2) A reconciliation of the carrying amount of land and buildings as of
December 31, 1997, 1996 and 1995 follows:
Partnership Properties
1997 1996 1995
----------- ----------- -----------
Balance at beginning of period $ 6,764,094 $ 6,727,594 $ 6,727,594
Additions 188,862 36,500 -
Dispositions (144,026) - -
----------- ----------- -----------
Balance at end of period $ 6,808,930 $ 6,764,094 $ 6,727,594
=========== =========== ===========
Joint Venture Properties
1997 1996 1995
----------- ----------- -----------
Balance at beginning of period $ 9,575,341 $ 9,440,469 $ 9,409,359
Additions 12,665 134,872 31,110
----------- ----------- -----------
Balance at end of period $ 9,588,006 $ 9,575,341 $ 9,440,469
=========== =========== ===========
(3) A reconciliation of accumulated depreciation for the years ended
December 31, 1997, 1996 and 1995 follows:
Partnership Properties
1997 1996 1995
----------- ----------- -----------
Balance at beginning of period $ 1,178,672 $ 946,012 $ 742,457
Depreciation expense 237,150 232,660 203,555
Dispositions (38,889) - -
----------- ----------- -----------
Balance at end of period $ 1,376,933 $ 1,178,672 $ 946,012
=========== =========== ===========
Joint Venture Properties
1997 1996 1995
----------- ----------- -----------
Balance at beginning of period $ 4,181,524 $ 3,960,296 $ 3,588,032
Depreciation expense 388,895 221,228 372,264
----------- ----------- -----------
Balance at end of period $ 4,570,419 $ 4,181,524 $ 3,960,296
=========== =========== ===========
(4) Balance applies entirely to buildings. All properties are depreciated
over 25 year lives.
31
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 4/15/98
------------------------------- ---------------
JOSEPH M. JAYSON, Date
Individual General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: /s/ JOSEPH M. JAYSON 4/15/98
------------------------------- ---------------
JOSEPH M. JAYSON, President Date
Principal Executive Officer and Director
/s/ MICHAEL J. COLMERAUER 4/15/98
------------------------------------- ---------------
MICHAEL J. COLMERAUER, Date
Secretary
32
Supplemental Information to be Furnished with Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act.
The Form 10-K is sent to security holders. No other annual report is
distributed. No proxy statement, form of proxy or other proxy soliciting
material was sent to any of the registrant's security holders with respect to
any annual or other meeting of security holders.
33