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, 1998 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, 1998 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, 1998 and December 31, 1997 3
Statements of Operations -
Three Months Ended September 30, 1998 and 1997 4
Statements of Operations -
Nine Months Ended September 30, 1998 and 1997 5
Statements of Cash Flows -
Nine Months Ended September 30, 1998 and 1997 6
Statements of Partners' (Deficit) Capital -
Nine Months Ended September 30, 1998 and 1997 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, 1998 and December 31, 1997
----------------------------------------
(Unaudited)
September 30, December 31,
1998 1997
---- ----
ASSETS
- ------
Property, at cost:
Land $ 780,500 $ 780,500
Buildings and improvements 6,028,430 6,028,430
Furniture, fixtures and equipment 255,652 255,652
------------------ ------------------
7,064,582 7,064,582
Less accumulated depreciation 1,799,655 1,614,323
------------------ ------------------
Property, net 5,264,927 5,450,259
Investments in real estate joint ventures 268,218 347,225
Cash 921,662 1,422,361
Escrow deposits 510,703 408,808
Accounts receivable - affiliate 45,648 57,902
Mortgage costs, net of accumulated amortization
of $49,666 and $5,925 respectively 325,147 333,780
Other assets 12,891 14,424
------------------ ------------------
Total Assets $ 7,349,196 $ 8,034,759
================== ==================
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
Liabilities:
Mortgages payable $ 5,317,918 $ 5,345,640
Accounts payable and accrued expenses 399,242 274,627
Security deposits and prepaid rents 79,883 141,659
------------------ ------------------
Total Liabilities 5,797,043 5,761,926
------------------ ------------------
Partners' (Deficit) Capital:
General partners (137,962) (116,342)
Limited partners 1,690,115 2,389,175
------------------ ------------------
Total Partners' Capital 1,552,153 2,272,833
------------------ ------------------
Total Liabilities and Partners' Capital $ 7,349,196 $ 8,034,759
================== ==================
See notes to financial statements
-3-
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP VI-B
----------------------------------------------------
STATEMENTS OF OPERATIONS
------------------------
Three Months Ended September 30, 1998 and 1997
----------------------------------------------
(Unaudited)
Three Months Three Months
Ended Ended
September 30, September 30,
1998 1997
---- ----
Income:
Rental $ 357,287 $ 381,394
Interest and other income 15,204 19,178
------------------ ------------------
Total income 372,491 400,572
------------------ ------------------
Expenses:
Property operations 275,676 310,370
Interest 114,165 170,238
Depreciation and amortization 64,608 72,956
Administrative:
Paid to affiliates 41,319 43,847
Other 50,332 33,834
------------------
------------------
Total expenses 546,100 631,245
------------------ ------------------
Loss before allocated loss from joint venture (173,609) (230,673)
Allocated income (loss) from joint ventures (25,328) (2,960)
------------------ ------------------
Net loss $ (198,937) $ (233,633)
================== ==================
Loss per limited partnership unit $ (2.45) $ (2.88)
================== ==================
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, 1998 and 1997
---------------------------------------------
(Unaudited)
Nine Months Nine Months
Ended Ended
September 30, September 30,
1998 1997
---- ----
Income:
Rental $1,121,616 $1,166,314
Interest and other income 54,040 91,038
------------------ ------------------
Total income 1,175,656 1,257,352
------------------ ------------------
Expenses:
Property operations 986,905 802,381
Interest 343,701 330,248
Depreciation and amortization 193,824 290,756
Administrative:
Paid to affiliates 124,649 130,532
Other 168,250 154,803
------------------
------------------
Total expenses 1,817,329 1,708,720
------------------ ------------------
Loss before allocated (loss) income from joint venture (641,673) (451,368)
Allocated (loss) income from joint ventures (79,007) 11,037
------------------ ------------------
Net loss $ (720,680) $ (440,331)
================== ==================
Loss per limited partnership unit $ (8.89) $ (5.43)
================== ==================
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, 1998 and 1997
---------------------------------------------
(Unaudited)
Nine Months Nine Months
Ended Ended
September 30, September 30,
1998 1997
---- ----
Cash flow from operating activities:
Net loss $ (720,680) (440,331)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Depreciation and amortization 193,824 290,756
Net loss (income) from joint ventures 79,007 (11,037)
Changes in operating assets and liabilities:
Escrow deposits (101,895) (458,809)
Other assets 1,533 95,952
Accounts payable and accrued expenses 124,615 13,871
Security deposits and prepaid rent (61,776) (6,420)
------------------ ------------------
Net cash (used in) operating activities (485,372) (516,018)
------------------ ------------------
Cash flow from investing activities:
Capital expenditures - (50,137)
Accounts receivable - affiliates 12,254 (64,913)
------------------ ------------------
Net cash provided by (used in) investing activities 12,254 (115,050)
------------------ ------------------
Cash flows from financing activities:
Mortgage acquisition costs 141 (166,845)
Principal payments on mortgages (27,722) (31,633)
Net proceeds from mortgage refinancing - 667,357
Distributions to partners - (250,000)
------------------ ------------------
Net cash (used in) provided by financing activities (27,581) 218,879
------------------ ------------------
Decrease in cash (500,699) (412,189)
Cash - beginning of period 1,422,361 1,508,588
------------------ ------------------
Cash - end of period $ 921,662 $ 1,096,399
================== ==================
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest $ 346,596 $ 338,325
================== ==================
See notes to financial statements
-6-
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP VI-B
----------------------------------------------------
STATEMENTS OF PARTNERS' (DEFICIT) CAPITAL
-----------------------------------------
Nine Months Ended September 30, 1998 and 1997
---------------------------------------------
(Unaudited)
General Limited Partners
Partners
Amount Units Amount
------ ----- ------
Balance, January 1, 1997 $ (88,613) 78,625.1 $ 3,285,762
Distributions to partners (7,500) - (242,500)
Net loss (13,210) - (427,121)
------------------ --------------- -----------------
Balance, September 30, 1997 $ (109,323) 78,625.1 $ 2,616,141
================== =============== =================
Balance, January 1, 1998 $ (116,342) 78,625.1 $ 2,389,175
Net loss (21,620) - (699,060)
------------------ --------------- -----------------
Balance, September 30, 1998 $ (137,962) 78,625.1 $ 1,690,115
================== =============== =================
See notes to financial statements
-7-
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP VI-B
----------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
Nine Months Ended September 30, 1998 and 1997
---------------------------------------------
(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, 1998 and 1997,
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
------------------------------------------
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.
Cash
----
For purposes of reporting cash flows, cash includes the following items:
cash on hand; cash in checking; and money market savings.
-9-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
-----------------------------------------------------
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.
Mortgage Costs
--------------
Mortgage costs incurred in obtaining property mortgage financing have been
deferred and are being amortized over the terms of the respective
mortgages.
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, 1998 and 1997.
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.
-10-
4. ACQUISITION AND DISPOSITION OF RENTAL PROPERTY
----------------------------------------------
In June 1991 the Partnership acquired a 192 unit apartment complex (Fairway
Club, formerly 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.
5. MORTGAGES PAYABLE
-----------------
In connection with the acquisition of rental property, the Partnership
obtained mortgages as follows:
Fairway Club (formerly The Villa)
---------------------------------
A mortgage with a balance of $2,631,206 and $2,646,588 at September 30,
1998 and 1997, respectively, providing 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 Fairway Club (formerly The
Villa) Apartment complex.
Players Club
------------
A mortgage with a balance of $2,686,713 at September 30, 1998, providing
for 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.
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 was to mature June 2027, but was re-sized into the note
described above.
-11-
MORTGAGES PAYABLE (CONTINUED)
----------------------------
The aggregate maturities of mortgages payable for each of the next five
years are as follows:
Year Amount
---- ------
1998 $ 33,077
1999 36,455
2000 39,686
2001 43,213
2002 47,039
Thereafter 5,146,170
---------------
TOTAL $ 5,345,640
===============
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 $60,273 and $65,262 for the nine months ended September 30, 1998
and 1997, 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, 1998 or 1997.
-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 $45,648 and $57,902 at
September 30, 1998 and 1997 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,
1998 and 1997.
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, 1998
and 1997 as reported in the statements of operations, and as would be
reported for tax purposes, is as follows:
September 30, September 30,
1998 1997
---- ----
Net loss - statement of operations $ (689,130) $ (440,331)
Add to (deduct from):
Difference in depreciation 150 20,361
Tax basis adjustments -
Joint Ventures (375) (11,052)
Other non-deductible expenses 13,500 54,900
---------- ------------
Net loss - tax return purposes $ (675,855) $ (376,122)
========== ============
The reconciliation of Partners' Capital as of September 30, 1998 and
December 31, 1997 as reported in the balance sheet, and as reported for tax
purposes, is as follows:
September 30, December 31,
1998 1997
---- ----
Partners' Capital - balance sheet $ 1,583,703 $ 2,272,833
Add to (deduct from):
Accumulated difference in
depreciation (39,732) (39,882)
Tax basis adjustment -
Joint Ventures (60,914) (60,539)
Syndication fees 1,179,381 1,179,381
Other non-deductible expenses 282,385 268,885
----------- ------------
Partners' Capital - tax return purposes $ 2,944,823 $ 3,620,678
=========== ============
-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 June 30, 1997, the agreement,
with an anticipated sales price of $7.4 million, was canceled by the buyer.
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, 1998 and December 31, 1997 and the results of
its operations for the nine months ended September 30, 1998 and 1997 is as
follows:
-16-
FOX HUNT JOINT VENTURE
----------------------
BALANCE SHEETS
--------------
September 30, 1998 and December 31, 1997
----------------------------------------
September 30, December 31
1998 1997
---- ----
ASSETS
- ------
Cash and cash equivalents $ 1,457,369 $ 548,089
Property, net of accumulated depreciation 2,439,851 2,658,269
Accounts receivable - affiliates - 34,007
Mortgage costs 254,505 245,542
Other assets 700,784 371,277
--------------- ---------------
Total Assets $ 4,852,509 $ 3,857,184
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
Liabilities:
Mortgage payable $ 6,000,000 $ 4,498,327
Accounts payable and accrued expenses 325,751 232,968
Accounts payable - affiliates 62,795 -
Other liabilities 79,974 54,882
--------------- ---------------
Total Liabilities 6,468,520 4,786,177
--------------- ---------------
Partners' Capital (1,616,011) (928,993)
--------------- ---------------
Total Liabilities and Partners' Capital $ 4,852,509 $ 3,857,184
=============== ===============
-17-
FOX HUNT JOINT VENTURE
----------------------
STATEMENTS OF OPERATIONS
------------------------
Nine Months Ended September 30, 1998 and 1997
---------------------------------------------
Nine Months Nine Months
Ended Ended
September 30, September 30,
1998 1997
---- ----
Income:
Rental $ 990,454 $ 1,052,253
Interest and other income 78,368 40,868
--------------- ---------------
Total income 1,068,822 1,093,121
--------------- ---------------
Expenses:
Property operations 746,472 402,160
Depreciation and amortization 465,538 6,296
Interest 353,099 304,835
Administrative 190,731 153,604
--------------- ---------------
Total expenses 1,755,840 866,895
--------------- ---------------
Net (loss) income $ (687,018) $ 226,226
=============== ===============
Allocation of net (loss) income:
The Partnership $ (79,007) $ 26,016
Other Joint Venturer (RPILP II) (608,011) 200,210
--------------- ---------------
$ (687,018) $ 226,226
=============== ===============
-18-
INVESTMENT IN JOINT VENTURES (CONTINUED)
---------------------------------------
A reconciliation of the Partnership's investment in the joint venture is as
follows:
1998 1997
---- ----
Investment in joint venture, January 1 $ 375,900 $ 371,119
Allocation of net (loss) income (47,457) 26,016
------------- ------------
Investment in joint venture, September 30 $ 328,443 $ 397,135
============= ============
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 nine 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.
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, 1998 and December 31, 1997 and the results of
its operations for the nine months ended September 30, 1998 and 1997 is as
follows:
-20-
LAKEVIEW JOINT VENTURE
----------------------
BALANCE SHEETS
--------------
September 30, 1998 and December 31, 1997
----------------------------------------
September 30, December 31,
1998 1997
---- ----
ASSETS
- ------
Propery, net of accumulated depreciation $ 2,238,687 $ 2,359,318
Other assets 281,243 192,873
---------------- ----------------
Total Assets $ 2,519,930 $ 2,552,191
================ ================
LIABILITIES AND PARTNERS' (DEFICIENCY)
- -------------------------------------
Liabilities:
Cash overdraft $ - $ 97,360
Mortgage payable 2,483,519 2,487,288
Accounts payable and accrued expenses 375,042 229,389
Accounts payable - affiliates 410,603 123,894
Other liabilities 50,606 39,270
---------------- ----------------
Total Liabilities 3,319,770 2,977,201
---------------- ----------------
Partners' (Deficiency) (799,840) (425,010)
---------------- ----------------
Total Liabilities and Partners' (Deficiency) $ 2,519,930 $ 2,552,191
================ ================
-21-
LAKEVIEW JOINT VENTURE
----------------------
STATEMENTS OF OPERATIONS
------------------------
Nine Months Ended September 30, 1998 and 1997
---------------------------------------------
Nine Months Nine Months
Ended Ended
September 30, September 30,
1998 1997
---- ----
Income:
Rental $ 252,189 $ 498,033
Interest and other income 73,842 34,725
---------------- ----------------
Total income 326,031 532,758
---------------- ----------------
Expenses:
Property operations 287,144 300,296
Depreciation and amortization 131,231 10,461
Interest 153,409 195,447
Administrative 129,077 118,902
---------------- ----------------
Total expenses 700,861 625,106
---------------- ----------------
Net loss $ (374,830) $ (92,348)
================ ================
Allocation of net loss:
The Partnership $ (60,797) $ (14,979)
Other Joint Venturer (314,033) (77,369)
---------------- ----------------
$ (374,830) $ (92,348)
================ ================
-22-
INVESTMENT IN JOINT VENTURES (CONTINUED)
A reconciliation of the Partnership's investment in the joint venture is as
follows:
1998 1997
---- ----
Investment in joint venture, January 1 $ (28,675) $ 18,479
Allocation of net loss (60,797) (14,979)
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Investment in joint venture, September 30 $ (89,472) $ 3,500
============ =============
-23-
PART II MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS.
---------------------
Liquidity and Capital Resources
- -------------------------------
The Partnership continues to maintain sufficient cash balances to enable it to
provide for future capital improvements. Management has plans to replace all
worn carpets and old appliances at both Players Club and The Villa Apartments.
Other capital improvements and/or physical improvements planned include both
interior and exterior painting and completion of roof repairs at The Villa
Apartments. Management continues to stress to its on-site employees the
importance of physical appearance as a means of attracting new tenants.
No distributions were made during the three months ended September 30, 1998 or
1997; a distribution of $3.08 per limited partnership unit was made during the
quarter ended June 30, 1997. The General Partner does hope to make additional
distributions during either the last three months of 1998 or early in 1999.
Management has been concentrating heavily on increasing occupancies and at the
same time controlling expenses. Occupancy at The Villa Apartments has declined
severely during the first nine months of 1998 to a low of 70%. The General
Partner continues to feel that the Partnership will see improvements in the last
few months of 1998 due to the improvements being made to the property and new,
more experienced and aggressive on-site staff (both managers and maintenance
supervisors).
During 1998, Lakeview Apartments located in Milwaukee, Wisconsin was put into
receivership by the lender. This was done as a result of the Partnership's
failure to make regular principal and interest payments on its mortgage. Due to
the poor financial condition of this property and the extremely low occupancy,
management is putting all of its efforts into selling the property. As of
September 30, 1998, management has an interested buyer who is performing the due
diligence necessary to finalize a sale.
The General Partners successfully refinanced the mortgage on Foxhunt Apartments
in July 1998. The new mortgage calls for interest only payments for two years,
so management feels the additional cash flow from not making principal payments
will help the Partnership complete the needed capital improvements at the
properties.
-24-
Result of Operations
- --------------------
For the quarter ended September 30, 1998, the Partnership's net loss was
$167,387 or $2.07 per limited partnership unit. Net loss for the quarter ended
September 30, 1997 amounted to $233,633 or $2.88 per unit. For the nine month
period ended September 30, 1998, the net loss was $689,130 or $8.50 per limited
partnership unit as compared to $440,331 or $5.43 per limited partnership unit
for the nine month period ended September 30, 1997.
Partnership revenue for the quarter ended September 30, 1998 totaled $372,491, a
decrease of just over $28,600 from the 1997 amount of $400,572. Total rental
revenue during this quarter dropped just over $24,000, with the majority of the
decrease being attributed to increased concessions offered at The Villas in
order to increase falling economic occupancy. For the first nine months of 1998,
rental revenue dropped by almost $45,000; other income decreased by almost
$37,000 mostly due to decreased laundry income from Players Club due to several
of the machines at the property being out of service (note: these machines have
now either been repaired or replaced).
For the quarter ended September 30, 1998, Partnership expenses amounted to
$546,100 which is a decrease of approximately $85,000 from those incurred in the
same quarter in 1997. For the nine month period ended September 30, 1998,
Partnership expenses amounted to $1,817,329 which is an increase of almost
$109,000 as compared to the same period in 1997 when expenses totaled
$1,708,720. The most notable increase was found in property operations
expenditures. Such expenses increased due to the amount of maintenance work
being done at the properties to improve their appearance as a means of
attracting new tenants. There was also a corresponding increase in payroll and
related expenses due to much of the work being performed by on-site personnel.
Administrative expenses remained fairly consistent between the two nine month
periods with only a small increase of $7,500 being recorded.
For the nine month period ended September 30, 1998, the Foxhunt Joint Venture
had a loss of $412,670 as compared to income of $226,226 for the same period in
1997. This property suffered from lower occupancies and difficulty in
collections during the nine month period ended September 30, 1997, but
management expects the property to show improvement during the remainder of
1998. The Partnership was allocated $47,457 of the total net loss for the nine
month period ended September 30, 1998.
-25-
Results of Operations (continued):
- ---------------------------------
The Lakeview Joint Venture incurred a net loss of $374,830 for the nine month
period ended September 30, 1998. For the nine month period ended September 30,
1997, this joint venture generated a net loss of $92,348. The Partnership was
allocated $60,797 and $14,979 of the loss for the nine month periods ended
September 30, 1998 and 1997, respectively. This property is in serious danger of
a foreclosure unless the General Partners can sell the property. Occupancy has
dropped to a low of 60% during 1998 which has resulted in the increased loss as
compared to the first nine months during 1997.
On a tax basis, the Partnership loss totaled $675,855 or $8.34 per limited
partnership unit for the nine month period ended September 30, 1998 as compared
to the tax loss for the nine month period ended September 30, 1997 which was
$376,122 or $4.64 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 14, 1998
---------------------- -----------------
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 14, 1998
---------------------- -----------------
Joseph M. Jayson, Date
President and Director
/s/ Michael J. Colmerauer November 14, 1998
--------------------------- -----------------
Michael J. Colmerauer Date
Secretary