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
For the Fiscal Year Ended December 31, 2002
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934.
Commission File Number 0-14386
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
------------------------------------------------------
(Exact Name of Registrant as specified in its Charter)
Delaware 16-1245153
- -------- ----------
(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 Item 15 for a list of all documents incorporated by reference
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 Amended and Restated Certificate and Agreement 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 is to own and operate
income-producing real property for the benefit of its partners. As of December
31, 2002, the Partnership has disposed of its last property, Players Club North
Apartments which was sold on May 30, 2002, for $5,548,000, resulting in a net
gain of approximately $2,680,000 to the Partnership for tax purposes.
Accordingly, the Partnership is in the process of liquidating.
The business of the Partnership is not seasonal. As of December 31,
2002, the Partnership did not directly employ any persons in a full-time
position. All persons who regularly rendered services on behalf of the
Partnership through December 31, 2002 were employees of the Corporate General
Partner or its affiliates.
This annual report contains certain forward-looking statements
concerning the Partnership's current expectations as to future results. Words
such as "believes", "forecasts", "intends", "possible", "expects", "estimates",
"anticipates" or "plans" and similar expressions are intended to identify
forward-looking statements. Such statements may not ultimately turn out to be
accurate due to, among other things, economic or market conditions.
ITEM 2: PROPERTIES
- ------- ----------
As of December 31, 2002, the Partnership did not own any property
investments.
ITEM 3: LEGAL PROCEEDINGS
- ------- -----------------
As previously reported, the Partnership, as a nominal defendant, the
general partners of the Partnership and of affiliated public partnerships, (the
"Realmark Partnerships") and the officers and directors of the Corporate General
Partner, as defendants, had been involved in a class action litigation at the
state court level regarding the payment of fees and other management issues.
On August 29, 2001, the parties entered into a Stipulation of
Settlement (the "Settlement"). On October 4, 2001, the Court issued an "Order
Preliminary Approving Settlement" (the "Hearing Order") and on November 29,
2001, the court issued an "Order and Final Judgment Approving Settlement and
Awarding Fees and Expenses" and dismissing the complaints with prejudice. The
Settlement provided, among other things, that all of the Realmark Partnerships'
properties be disposed of. The general partners will continue to have primary
authority to dispose of the Partnerships' properties. If either (i) the general
partners have not sold or contracted to sell 50% of the Partnerships' properties
2
(by value) by April 2, 2002 or (ii) the general partners have not sold or
contracted to sell 100% of the Partnerships' properties by September 29, 2002,
then the primary authority to dispose of the Partnerships' properties will pass
to a sales agent designated by plaintiffs' counsel and approved by the Court. On
October 4, 2002, the Court appointed a sales agent to work with the general
partners to continue to sell the Partnership's remaining properties.
The settlement also provided for the payment by the Partnerships of
fees to the plaintiffs' attorneys. These payments are payable out of the
proceeds from the sale of all of the properties owned by all of the Realmark
Partnerships, following the sale of the last of these properties in each
partnership. Plaintiffs' counsel will receive 15% of the amount by which the
sales proceeds distributable to limited partners in each partnership exceeds the
value of the limited partnership units in each partnership (based on the
weighted average of the units' trading prices on the secondary market as
reported by Partnership Spectrum for the period May through June 2001). In no
event may the increase on which the fees are calculated exceed 100% of the
market value of the units as calculated above. On May 30, 2002, the Partnership
sold its remaining property, and in June 2002, a payment of $257,929 was made to
the plaintiffs' attorneys.
ITEM 4: SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ----------------------------------------------------
None.
PART II
-------
ITEM 5: MARKET FOR REGISTRANT'S UNITS OF LIMITED PARTNERSHIP INTEREST
- ------- -------------------------------------------------------------
There is currently no active trading market for the units of limited
partnership interest of the Partnership and it is not anticipated that any will
develop in the future. Accordingly, information as to the market value of a unit
at any given date is not available. As of December 31, 2002, there were 988
record holders of units of limited partnership interest. In June and November
2002, the Partnership made distributions of its previously undistributed net
cash from sales proceeds. These distributions were made in accordance with the
settlement of the lawsuit (Item 3). A total of $2,257,929 was distributed on
behalf of the limited partners. Of this amount, $257,929 was paid in June 2002
to legal counsel in accordance with the settlement of the lawsuit and $2,000,000
was distributed in November 2002 directly to record holders of units of limited
partnership interest.
3
ITEM 6: SELECTED FINANCIAL DATA
- ------- -----------------------
At or for the years ended December 31,
------------------------------------------------------------------------
2002 (1) 2001 2000 1999 1998
------------------------------------------------------------------------
Balance sheet data
Net rental property $ -- 2,063,632 4,748,429 4,969,452 5,190,396
Total assets 469,317 3,013,832 5,986,548 6,534,717 7,045,544
Mortgage loans payable -- 2,620,735 5,227,302 5,269,300 5,309,087
Partners' equity 351,178 244,526 543,775 968,193 1,413,016
=======================================================================
Operating data
Rental income 405,141 1,497,317 1,863,378 1,695,604 1,446,398
Other income 95,242 113,521 109,956 189,827 183,156
-----------------------------------------------------------------------
Total revenue 500,383 1,610,838 1,973,334 1,885,431 1,629,554
-----------------------------------------------------------------------
Property operating costs 320,267 909,920 1,151,282 1,245,846 1,297,078
Depreciation -- -- 233,113 223,157 259,863
Interest expense 86,663 492,158 458,931 462,411 466,099
Administrative expenses 261,806 304,555 368,139 344,713 349,535
-----------------------------------------------------------------------
Total expenses 668,736 1,706,633 2,211,465 2,276,127 2,372,575
-----------------------------------------------------------------------
Operating loss (168,353) (95,795) (238,131) (390,696) (743,021)
Equity in earnings (loss)
of joint venture -- 545,015 3,469 (54,127) (116,796)
Gain on property sales 2,682,934 1,851,531 -- -- --
Extraordinary losses (357,929) -- -- -- --
-----------------------------------------------------------------------
Net income (loss) $ 2,156,652 2,300,751 (234,662) (444,823) (859,817)
=======================================================================
Cash flow data
Net cash provided (used) by:
Operating activities (4,327) 66,024 151,055 (77,516) (543,988)
Investing activities 5,011,619 4,772,304 (8,640) 72,546 --
Financing activities (4,878,664) (5,206,567) (231,754) (39,787) (35,594)
-----------------------------------------------------------------------
Net increase (decrease) in
cash and equivalents $ 128,628 (368,239) (89,339) (44,757) (579,582)
=======================================================================
Per limited partnership unit:
Net income (loss) $ 26.96 29.09 (2.90) (5.49) (10.61)
Distributions $ 28.72 33.07 2.34 -- --
=======================================================================
(1) The Partnership began reporting on the liquidation basis of accounting
effective June 1, 2002. Therefore, operations for the year ended December
31, 2002 are reported on the consolidated statement of changes in net
assets in liquidation for the period from June 1, 2002 to December 31,
2002, while operations for the period from January 1, 2002 to May 31, 2002
and for the years ended December 31, 2001, 2000, 1999 and 1998 are reported
on the going concern basis in the consolidated statements of operations.
Balance sheet data at December 31, 2002 represents the total assets and net
assets in liquidation as reported in the consolidated statement of net
assets in liquidation (liquidation basis) at December 31, 2002 (page F-2).
4
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- ------- -----------------------------------------------------------------------
OF OPERATIONS
-------------
Liquidity and Capital Resources:
- --------------------------------
Since January 1, 2001, the Partnership's only remaining property,
Players Club, had been actively marketed for sale. On May 30, 2002, the
Partnership sold Players Club to an unaffiliated entity for cash of $5,548,000.
After satisfaction of the $3,091,000 mortgage loan, including a prepayment
penalty, on the property and payment of closing costs, the net proceeds
available amounted to approximately $2,180,000, before satisfaction of any
remaining obligations related to the property. Those proceeds enabled the
partnership to make a distribution to limited partners in the last quarter of
2002 of $2,000,000 after a payment of $257,929 in June 2002 to the plaintiff's
counsel in accordance with the settlement of the lawsuit (Item 3). The remaining
proceeds, net of those amounts that are required to pay the estimated payables
and costs of operating the partnership during liquidation, will be distributed
to the limited partners.
Prior to the sale of Players Club, the Partnership maintained a cash
position adequate to fund capital improvements and scheduled debt payments. The
Partnership's cash position and the proceeds from the sale of Fairway Club
Apartments (sold August 16, 2001) enabled the Partnership to make a $2,600,000
distribution to the limited partners in the last quarter of 2001.
Limited partners should be aware that it is possible that they will
receive an allocation of income from the gain on sale of the Partnerships'
properties on which they will be required to pay income taxes and there is no
assurance that the distribution detailed above will be sufficient to satisfy
these obligations.
Except as described above and in the consolidated financial statements,
the General Partner is not aware of any trends or events, commitments or
uncertainties that may impact liquidity in a material way.
Results of Operations:
- ----------------------
As a result of the sale of the sole remaining property, Players Club,
and the establishment of a plan of liquidation, the Partnership began reporting
on the liquidation basis of accounting effective June 1, 2002. Therefore,
operations for the period June 1, 2002 to December 31, 2002 are reported in the
consolidated statement of changes in net assets in liquidation while the
operations for the period January 1, 2002 to May 31, 2002 and for the years
ended December 31, 2001 and 2000 are reported on the going concern basis in the
consolidated statements of operations.
Inflation has been consistently low during the periods presented in the
consolidated financial statements and, as a result, has not had a significant
effect on the operations of the Partnership or its properties.
2002 as compared to 2001
- ------------------------
As discussed above, the Partnership began reporting on a liquidation
basis of accounting on June 1, 2002. The decrease in most components of the
consolidated statement of operations for the period January 1, 2002 to May 31,
2002 was a result of the remaining property, Players Club, being sold on May 30,
2002 and rental operations ceasing at that time. There were no individually
significant factors which caused changes in revenues and expenses as of May 31,
2002 when compared to the year ended December 31, 2001 other than the sale of
Players Club.
5
2001 as compared to 2000
- ------------------------
Rental income decreased 20% for the year ended December 31, 2001 as
compared to 2000. Excluding Fairway Club Apartments (the "Sold Asset") rental
income increased approximately 3% due to increased occupancy during the year at
Players Club. Other income, excluding the Sold Asset, increased by approximately
$14,000 in 2001 due to an increase in termination fees charged to tenants.
Total expenses, excluding the operations of the Sold Asset, decreased
approximately 15% for the year ended December 31, 2001. Property operations
decreased approximately $31,000 due primarily to a decrease in water expense at
Players Club. Depreciation expense, excluding the Sold Asset, decreased due to
Players Club being held for sale and no depreciation expense being taken in
2001. Other administrative expense, excluding the Sold Asset, decreased
approximately 23% due to decreased legal fees at the Partnership level.
Administrative expense to affiliated parties, excluding the Sold Asset,
increased approximately $11,000 because of an allocation revision and an
increase in management fees as a result of higher occupancy. Interest expense
remained consistent from 2001 to 2000.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------- ----------------------------------------------------------
Not applicable.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- -------------------------------------------
Listed under Item 15 of this report.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- ---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None.
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 December 31, 2002, are listed below. Each
director is subject to election on an annual basis.
Title of All Positions Held with
Name the Corporate General Partner Year First Elected to Position
- ---- ----------------------------- ------------------------------
Joseph M. Jayson Chairman of the Board, President 1979
and Treasurer
Judith P. Jayson Vice President and Director 1979
Joseph M. Jayson and Judith P. Jayson 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:
6
Joseph M. Jayson, age 64, is Chairman, Director and sole stockholder of
J. M. Jayson and Company, Inc. and certain of its affiliated companies: U.S.
Apartments LLC, Westmoreland Capital Corporation, Oilmark Corporation and U.S.
Energy Development Corporation. In addition, Mr. Jayson is Chairman of Realmark
Corporation, Chairman, President and Treasurer 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 has been in the real estate business for the last 40 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 40 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 30 real estate related limited partnerships. For
the past 21 years, Mr. Jayson and an affiliate have also engaged in
developmental drilling for gas and oil.
Judith P. Jayson, age 62, 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 31 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.
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), 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
year ended December 31, 2002. The Corporate General Partner and its affiliate,
Realmark Corporation, are entitled to fees and to certain expense reimbursements
with respect to Partnership operations, as set forth in item 13 hereof and in
the notes to the consolidated financial statements.
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 5% of the units of limited partnership interests of the Partnership,
except for affiliates of the General Partners that own 4,046.2 units of limited
partnership interest amounting to approximately 5.2% of the Partnership interest
at December 31, 2002. The general partners, and the executive officers of the
Corporate General Partner, as of December 31, 2002, owned 21 units of limited
partnership interest. The general partners and affiliates received their
proportionate share, as limited partners, of the distribution paid in the last
quarter of 2002.
7
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------
The properties of the Partnership's subsidiaries were managed by
Realmark Corporation, an affiliate of the Partnership's Corporate General
Partner, for a fee of generally 5% of annual net rental income of the
properties. Realmark Corporation and the Corporate General Partner were also
reimbursed for disbursements made on behalf of the Partnership. Those
transactions are further described, and quantified, in the note to the
consolidated financial statements entitled "Related Party Transactions".
ITEM 14: CONTROLS AND PROCEDURES
- -------- -----------------------
Within the 90 days prior to the filing date of this report, the
partnership carried out an evaluation, under the supervision and with the
participation of the Partnership's management, including Joseph M. Jayson (the
Partnership's Individual General Partner and Principal Financial Officer), of
the effectiveness of the design and operation of the Partnership's disclosure
controls and procedures. Based upon that evaluation, the Principal Financial
Officer concluded that the Partnership's disclosure controls and procedures are
effective. There have been no significant changes in the Partnership's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of evaluation.
PART IV
-------
ITEM 15: EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
- -------- ------------------------------------------------------------------
(a) Consolidated Financial Statements Page
- --- --------------------------------- ----
Independent Auditor's Report F-1
Consolidated Statement of Net Assets in Liquidation as of
December 31, 2002 F-2
Consolidated Statement of Changes in Net Assets in Liquidation
for the period June 1, 2002 to December 31, 2002 F-3
Consolidated Balance Sheet as of December 31, 2001 F-4
Consolidated Statements of Operations for the period
January 1, 2002 to May 31, 2002 and for the years
ended December 31, 2001 and 2000 F-5
Consolidated Statements of Partners' Equity for the period
January 1, 2002 to May 31, 2002 and for the years
ended December 31, 2001 and 2000 F-6
Consolidated Statements of Cash Flows for the period
January 1, 2002 to May 31, 2002 and for the years
ended December 31, 2001 and 2000 F-7
Notes to Consolidated Financial Statements F-8
FINANCIAL STATEMENT SCHEDULE
----------------------------
(i) Schedule III - Real Estate and Accumulated Depreciation F-16
All other schedules are omitted because they are not applicable or the
required information is shown in the consolidated financial statements
or the notes thereto.
(b) Reports on Form 8-K
-------------------
None.
8
(c) Exhibits
--------
2. Plan of acquisition, reorganization, arrangement, liquidation, or
succession
(a) Stipulation of Settlement Agreement dated August 29, 2001 is
incorporated herein by reference.
(b) Order and Final Judgment Approving Settlement and Awarding Fees
and Expenses dated November 29, 2001 is incorporated herein by
reference.
4. Instruments defining the rights of security holders, including
indentures.
(a) Amended and Restated Agreement and Certificate of Limited
Partnership filed with the Registration Statement of the
Registrant Form S-11, filed September 30, 1987, and subsequently
amended, is incorporated herein by reference.
10. Material contracts.
(a) Property Management Agreement with Realmark Corporation included
with the Registration Statement of the Registrant as filed and
amended to date is incorporated herein by reference.
(b) Property sales agreement with an unrelated third-party included
with the Partnership's report on Form 8-K on June 14, 2002 is
incorporated herein by reference.
99. Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is
filed herewith.
9
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 March 31, 2003
--------------------------------------- --------------
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: REALMARK PROPERTIES, INC.
Corporate General Partner
/s/ Joseph M. Jayson March 31, 2003
--------------------------------------- --------------
JOSEPH M. JAYSON, Date
President, Treasurer and Director
/s/ Judith P. Jayson March 31, 2003
--------------------------------------- --------------
JUDITH P. JAYSON, Date
Director
10
CERTIFICATION PUSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph M. Jayson, Individual General Partner and Principal Financial Officer
of Realmark Property Investors Limited Partnership - VI B, hereby certify that:
1. I have reviewed this annual report on Form 10-K of Realmark Property
Investors Limited Partnership - VI B;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
in order to make the statement made, in light of circumstances under
which such statements were made, not misleading with respect to the
period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Partnership as of, and for, the periods presented in
this annual report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the Partnership and I have:
a. Designed such disclosure controls and procedures to ensure the
material information relating to the Partnership, including its
consolidated subsidiary, is made known to me by others within those
entities, particularly during the period in which this annual report
is being prepared;
b. Evaluated the effectiveness of the Partnership's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c. Presented in this annual report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
Partnership's auditors and the audit committee of the board of directors
(or persons performing the equivalent function):
a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the Partnership's ability to
record, process, summarize and report financial data and have
weaknesses in internal controls; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Partnership's internal
controls; and
6. I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
March 31, 2003 /s/ Joseph M. Jayson
- -------------- --------------------
Date Joseph M. Jayson
Individual General Partner and
Principal Financial Officer
11
INDEPENDENT AUDITOR'S REPORT
----------------------------
The Partners
Realmark Property Investors Limited
Partnership - VI B:
We have audited the accompanying consolidated balance sheet of Realmark Property
Investors Limited Partnership - VI B and Subsidiaries as of December 31, 2001,
and the related consolidated statements of operations, partners' equity, and
cash flows for each of the two years in the period ended December 31, 2001, and
for the period January 1, 2002 to May 31, 2002. In addition, we have audited the
consolidated statement of net assets in liquidation as of December 31, 2002, and
the related consolidated statement of changes in net assets in liquidation for
the period June 1, 2002 to December 31, 2002. Our audits also included the
financial statement schedule listed in the index at Item 15. These consolidated
financial statements and the financial statement schedule are the responsibility
of the General Partners. Our responsibility is to express an opinion on the
consolidated financial statements and the financial statement schedule based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit 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.
As discussed in note 1 to the consolidated financial statements, on May 30,
2002, the Partnership adopted a plan of termination and liquidation. As a
result, the Partnership has changed its basis of accounting from the going
concern to the liquidation basis effective June 1, 2002.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Realmark Property
Investors Limited Partnership - VI B and Subsidiaries as of December 31, 2001,
and the results of their operations and their cash flows for each of the two
years in the period ended December 31, 2001, and for the period January 1, 2002
to May 31, 2002, and their net assets in liquidation as of December 31, 2002 and
their related changes in net assets in liquidation for the period June 1, 2002
to December 31, 2002 in conformity with accounting principles generally accepted
in the United States of America. Also, in our opinion, the 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.
TOSKI, SCHAEFER & CO., P.C.
Williamsville, New York
March 25, 2003
F-1
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
AND SUBSIDIARIES
Consolidated Statement of Net Assets in Liquidation
(Liquidation Basis)
December 31, 2002
Assets:
Cash $469,072
Receivables from affiliated parties 245
--------
Total assets 469,317
--------
Liabilities:
Accounts payable and accrued expenses 18,139
Estimated costs during the period of liquidation 100,000
--------
Total liabilities 118,139
--------
Net assets in liquidation $351,178
========
See accompanying notes to consolidated financial statements.
F-2
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
AND SUBSIDIARIES
Consolidated Statement of Changes in Net Assets in Liquidation
(Liquidation Basis)
For the period June 1, 2002 to December 31, 2002
Partners' equity at June 1, 2002 (going concern basis) $ 2,883,271
Adjustment to Liquidation Basis - loss on settlement of lawsuit (257,929)
-----------
Net assets in liquidation at June 1, 2002 2,625,342
Interest on note receivable 28,380
Reduction of note receivable (100,000)
Operating loss (102,544)
Estimated costs during the period of liquidation (100,000)
Distributions to limited partners (2,000,000)
-----------
Net assets in liquidation at December 31, 2002 $ 351,178
===========
See accompanying notes to consolidated financial statements.
F-3
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
AND SUBSIDIARIES
Consolidated Balance Sheet
December 31, 2001
Assets
------
Property and equipment, at cost, all held for sale:
Land and improvements $ 226,000
Buildings and improvements 2,871,879
Furniture and equipment 130,652
-----------
3,228,531
Less accumulated depreciation 1,164,899
-----------
Net property and equipment 2,063,632
Cash and equivalents 340,444
Receivables from affiliated parties 87,571
Note receivable 326,950
Escrow deposits 11,707
Deferred mortgage costs, less accumulated amortization of $29,502 161,785
Other assets 21,743
-----------
Total assets $ 3,013,832
===========
Liabilities and Partners' Equity
--------------------------------
Liabilities:
Mortgage loans payable 2,620,735
Accounts payable and accrued expenses 72,523
Accrued interest payable 19,137
Security deposits and prepaid rents 56,911
-----------
Total liabilities 2,769,306
-----------
Partners' equity (deficit):
General partners (154,738)
Limited partners 399,264
-----------
Total partners' equity 244,526
-----------
Total liabilities and partners' equity $ 3,013,832
===========
See accompanying notes to consolidated financial statements.
F-4
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
AND SUBSIDIARIES
Consolidated Statements of Operations
Period January 1, 2002 to May 31, 2002 and
Years Ended December 31, 2001 and 2000
2002 2001 2000
---- ---- ----
Income:
Rental $ 405,338 1,497,317 1,863,378
Interest and other 49,844 113,521 109,956
----------- ----------- -----------
Total income 455,182 1,610,838 1,973,334
----------- ----------- -----------
Expenses:
Property operations 302,086 909,920 1,151,282
Interest 91,036 492,158 458,931
Depreciation -- -- 233,113
Administrative:
Affiliated parties 40,941 165,939 177,503
Other 65,308 138,616 190,636
----------- ----------- -----------
Total expenses 499,371 1,706,633 2,211,465
----------- ----------- -----------
Loss before equity in earnings of joint
venture and gain on sale of property (44,189) (95,795) (238,131)
Equity in earnings of joint venture -- 545,015 3,469
Gain on sale of property 2,682,934 1,851,531 --
----------- ----------- -----------
Net income (loss) $ 2,638,745 2,300,751 (234,662)
=========== =========== ===========
Net income (loss) per limited partnership unit $ 32.55 29.09 (2.90)
=========== =========== ===========
Distributions per limited partnership unit $ -- 33.07 2.34
=========== =========== ===========
Weighted average number of limited partnership
units outstanding 78,625.1 78,625.1 78,625.1
=========== =========== ===========
See accompanying notes to consolidated financial statements.
F-5
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
AND SUBSIDIARIES
Consolidated Statements of Partners' Equity
Period January 1, 2002 to May 31, 2002 and
Years Ended December 31, 2001 and 2000
General Limited Partners
Partners Units Amount
-------- ----- ------
Balances at December 31, 1999 $ (155,482) 78,625.1 1,123,675
Net loss (7,040) -- (227,622)
Distributions to partners (5,693) -- (184,063)
---------- ---------- ----------
Balances at December 31, 2000 (168,215) 78,625.1 711,990
Net income 13,477 -- 2,287,274
Distributions to partners -- -- (2,600,000)
---------- ---------- ----------
Balances at December 31, 2001 (154,738) 78,625.1 399,264
Net income 53,925 -- 2,584,820
---------- ---------- ----------
Balances at May 31, 2002 $ (100,813) 78,625.1 2,984,084
========== ========== ==========
See accompanying notes to consolidated financial statements.
F-6
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Period January 1, 2002 to May 31, 2002 and
Years Ended December 31, 2001 and 2000
2002 2001 2000
---- ---- ----
Cash flows from operating activities:
Net income (loss) $ 2,638,745 2,300,751 (234,662)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Depreciation and amortization 2,657 137,067 244,437
Equity in earnings of joint ventures -- (545,015) (3,469)
Gain on sale of property (2,682,934) (1,851,531) --
Changes in:
Receivables from affiliated parties (6,678) (78,047) 81,292
Escrow deposits 11,707 (15,974) 153,834
Other assets 21,743 20,383 (8,624)
Accounts payable and accrued
expenses (19,776) 19,560 (55,753)
Security deposits and prepaid rents (1,048) 78,830 (26,000)
----------- ----------- -----------
Net cash provided by (used in)
operating activities (35,584) 66,024 151,055
----------- ----------- -----------
Cash flows from investing activities:
Proceeds from sale of property 4,784,669 4,125,727 --
Additions to property and equipment -- -- (12,090)
Payments received on note receivable 50,000 -- --
Distributions received from joint venture -- 646,577 3,450
----------- ----------- -----------
Net cash provided by (used in)
investing activities 4,834,669 4,772,304 (8,640)
----------- ----------- -----------
Cash flows from financing activities:
Principal payments on mortgage loans (2,620,735) (2,606,567) (41,998)
Distributions to partners -- (2,600,000) (189,756)
----------- ----------- -----------
Net cash used in financing
activities (2,620,735) (5,206,567) (231,754)
----------- ----------- -----------
Net increase (decrease) in cash and equivalents 2,178,350 (368,239) (89,339)
Cash and equivalents at beginning of period 340,444 708,683 798,022
----------- ----------- -----------
Cash and equivalents at end of period $ 2,518,794 340,444 708,683
=========== =========== ===========
Supplemental disclosure of cash flow information -
cash paid for interest $ 105,784 376,078 447,911
=========== =========== ===========
See accompanying notes to consolidated financial statements.
F-7
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000
(1) Liquidation of the Partnership
- -----------------------------------
On May 30, 2002, the Partnership sold its remaining property investment,
Players Club North Apartments, and adopted a plan of termination and
liquidation under which obligations to non-affiliates will be paid and
net proceeds will be distributed to the limited partners.
(2) Formation and Operation of Partnership
- -------------------------------------------
Realmark Property Investors Limited Partnership - VI B (the Partnership) is
a Delaware limited partnership formed on September 21, 1987, to invest
in a diversified portfolio of income producing real estate investments.
In 1989 and 1990, the Partnership sold, through a public offering,
78,625.1 units of limited partnership interest for $7,862,510. The
general partners are Realmark Properties, Inc. (the Corporate General
Partner) and Joseph M. Jayson (the Individual General Partner) who 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 (note 9).
(3) Summary of Significant Accounting Policies
- -----------------------------------------------
(a) Basis of Accounting and Consolidation
-----------------------------------------
As a result of the plan of termination and liquidation, the
Partnership changed its basis of accounting from the going concern
basis to the liquidation basis effective June 1, 2002. Under the
liquidation basis of accounting, assets are stated at their
estimated net realizable values and liabilities are stated at
their estimated settlement amounts.
In estimating liquidation values, fees paid to the plaintiffs' legal
counsel, amounting to $257,929, were recorded as a loss on
settlement of the lawsuit.
The accompanying consolidated financial statements have been prepared
on the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America and
include the accounts of the Partnership and its two subsidiaries,
that are wholly-owned:
(1) Realmark-Players, LLC that owned Players Club North, a 144
unit apartment complex located in Lutz, Florida, acquired in
1991. On May 30, 2002, Players Club North was sold.
(2) Realmark-Villa, LLC that owned Fairway Club, a 192 unit
apartment complex located in Greenville, South Carolina,
acquired in 1991 for $3,100,000. On August 16, 2001, Fairway
Club was sold.
In consolidation, all intercompany accounts and transactions have been
eliminated.
F-8
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(3) Summary of Significant Accounting Policies, Continued
- ----------------------------------------------------------
(b) Estimates
-------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those
estimates.
(c) Property and Equipment
--------------------------
Property and equipment are recorded at cost. Depreciation is provided
using the straight-line method over the estimated useful lives of
the assets. Significant improvements are capitalized, while
expenditures for maintenance, repairs and replacements are charged
to expense as incurred. Upon disposal of depreciable property, the
appropriate property accounts are reduced by the related costs and
accumulated depreciation and gains and losses are reflected in the
consolidated statements of operations.
The Partnership reviews long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying
amount of the assets may not be recoverable. In determining
whether there is an impairment of long-lived assets, the
Partnership compares the sum of the expected future net cash flows
(undiscounted and without interest charges) to the carrying amount
of the assets.
The Partnerships' policy is to consider a property to be held for sale
or disposition when the Partnership or venture has committed to a
plan to sell or dispose of such property and active marketing
activity has commenced or is expected to commence in the near term
or the Partnership has concluded that it may dispose of the
property by no longer funding operating deficits or debt service
requirements of the property thus allowing the lender to realize
upon its security. Any properties identified as "held for sale or
disposition" are no longer depreciated.
(d) Cash and Equivalents
------------------------
Cash and equivalents include money market accounts and any highly
liquid debt instruments purchased with a maturity of three months
or less.
(e) Deferred Mortgage Costs
---------------------------
Costs incurred in obtaining mortgage financing are deferred and
amortized using the straight-line method over the life of the
respective mortgage.
(f) Joint Ventures
------------------
The Partnership's minority interests in joint ventures are accounted
for on the equity method.
F-9
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(3) Summary of Significant Accounting Policies, Continued
- ----------------------------------------------------------
(g) Rental Income
-----------------
Rental income is recognized as earned according to the terms of the
leases that are generally for periods of one year or less, payable
monthly. Delinquent rents are not recorded.
(h) Per Unit Data
-----------------
Per limited partnership unit data is based on the weighted average
number of limited partnership units outstanding for the period.
(i) Fair Value of Financial Instruments
---------------------------------------
The fair value of the Partnership's financial instruments approximated
their carrying values at December 31, 2002.
(j) Income Allocation and Distributable Cash Flows
--------------------------------------------------
The partnership agreement provides that income not arising from sale
and refinancing activities and all partnership losses are to be
allocated 97% to the limited partners and 3% to the general
partners. Partnership income arising from sale or refinancing
activities is allocated in the same proportion as distributions of
distributable cash from sales proceeds. In the event there is no
distributable cash from sales proceeds, taxable income will be
allocated 87% to the limited partners and 13% to the general
partners. The above is subject to tax laws that were applicable at
the time of the formation of the Partnership and may be adjusted
due to subsequent changes in the Internal Revenue Code.
The partnership agreement also provides for the distribution to the
partners of net cash flow from operations. As a result of the sale
of the Partnership's last property, there will be no future
distributions of net cash flow from operations. Sale or
refinancing proceeds are distributable to the extent available,
100% to the limited partners until there has been a return of the
limited partner's capital contribution plus an amount sufficient
to provide a 7%, not compounded, return on their adjusted capital
contributions for all years following the termination of the
offering of the units. It is anticipated that there will not be
sufficient cash flow from the sale of the Partnership's remaining
property to provide this return to the limited partners.
(k) Income Taxes
----------------
No income taxes are included in the consolidated financial statements
since the taxable income or loss of the Partnership is reportable
by the partners on their income tax returns. At December 31, 2002,
net assets for financial reporting purposes were equal to the tax
bases of the net assets.
F-10
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(3) Summary of Significant Accounting Policies, Continued
- ----------------------------------------------------------
(l) Segment Information
-----------------------
The Partnership's operating segments all involve the ownership and
operation of income-producing real property, and are aggregated
into one reporting segment.
(4) Investments in Real Estate
- -------------------------------
On January 1, 2002, the Partnership adopted SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets." SFAS No. 144
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 144
establishes the accounting and reporting standards for the impairment
or disposal of long-lived assets by requiring those assets to be
measured at the lower of depreciated cost or fair value less selling
costs, whether reported on continuing operations or in discontinued
operations. This standard does not change the fundamental provisions of
SFAS No. 121; however, it resolves various implementation issues of
SFAS No. 121. The adoption of this standard did not have a material
effect on the Partnership's consolidated financial position or results
of operations for the year ended December 31, 2002.
Players Club North Apartments was classified as property held for sale
prior to the adoption of SFAS No. 144 and, accordingly, its results of
operations and gain on sale have been recorded in continuing
operations. On May 30, 2002, the Partnership sold Players Club North
Apartments to an unaffiliated entity for cash of $5,548,000 and
recognized a related gain on the sale amounting to $2,682,934.
On August 16, 2001, the Partnership sold Fairway Club Apartments to an
unaffiliated entity for cash of $4,373,000 and a $326,950 note from the
purchaser (note 5), and recognized a related gain on the sale amounting
to $1,851,531.
(5) Note Receivable
- -------------------
In connection with the sale of Fairway Club Apartments on August 16, 2001,
the Partnership received a note from the purchaser amounting to
$326,950. The note bears interest at the rate of 7% annually through
December 31, 2001 and 8% annually, thereafter, until December 31, 2002,
when all principal and accrued interest shall be due and payable. In
December 2002, the general partners agreed to a reduction of the note
receivable in the amount of $100,000. The remaining principal and
accrued interest were received in December 2002.
(6) Mortgage Loan Payable
- --------------------------
8.48% mortgage loan payable with a total monthly payment of $20,824. The
mortgage was secured by the Players Club North Apartments property. The
balance of the mortgage loan payable amounted to $2,620,735 at December
31, 2001. This mortgage was repaid in 2002 in connection with the sale
of Players Club North Apartments.
F-11
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(7) Estimated Costs During the Period of Liquidation
- -----------------------------------------------------
Under the liquidation basis of accounting, the Partnership is required to
estimate and record the costs associated with executing the plan of
liquidation as a liability. These amounts can vary significantly due
to, among other things, the costs of retaining personnel, the costs of
insurance, the timing and amounts associated with discharging known and
contingent liabilities and the costs associated with cessation of the
Partnership's operations. These costs are estimates and are expected to
be paid out over the liquidation period. The Partnership's estimated
costs during the period of liquidation as of December 31, 2002 are as
follows:
Professional fees $ 60,000
Office and administrative expense 40,000
----------
Total $ 100,000
==========
(8) Investment in Joint Venture
- --------------------------------
The Partnership had an 11.5% interest in a joint venture with Realmark
Property Investors Limited Partnership-II (RPILP-II), an entity
affiliated through common general partners. The venture owned and
operated the Foxhunt Apartments located in Dayton, Ohio. The joint
venture agreement provided that any income, loss, gain, cash flow,
or sale proceeds be allocated 88.5% to RPILP-II and 11.5% to the
Partnership. On March 1, 2001, the apartment complex was sold to
an unaffiliated entity for $7,600,000, resulting in a net gain to
the joint venture for financial reporting purposes of
approximately $4,760,000, after considering costs of the sale. The
net proceeds realized by the venture were approximately $1.1
million.
Summary financial information of the Venture follows:
Balance Sheet Information
-------------------------
December 31,
2001
----
Assets - cash $ 19,117
===========
Liabilities - accounts payable $ 19,117
===========
F-12
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(8) Investment in Joint Venture, Continued
- -------------------------------------------
Operating Information
---------------------
Years ended December 31,
2001 2000
---- ----
Income:
Rental $ 250,547 1,436,572
Interest and other 7,842 64,233
----------- -----------
Total income 258,389 1,500,805
----------- -----------
Expenses:
Property operations 155,995 733,839
Interest 82,090 534,817
Administrative:
Affiliated parties 18,437 113,600
Other 22,897 88,384
----------- -----------
Total expenses 279,419 1,470,640
----------- -----------
Net income (loss) before gain on sale of property (21,030) 30,165
Gain on sale of property 4,760,295 --
----------- -----------
Net income $ 4,739,265 30,165
=========== ===========
2001 2000
---- ----
Allocation of net income:
The Partnership 545,015 3,469
RPILP-II 4,194,250 26,696
----------- -----------
Total $ 4,739,265 30,165
=========== ===========
A reconciliation of the Partnership's investment in the Foxhunt Joint Venture
follows:
2001 2000
---- ----
Beginning balance $ 101,562 101,543
Equity in net income 545,015 3,469
Cash distribution (646,577) (3,450)
---------- ---------
Ending balance $ -- 101,562
========== =========
F-13
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(9) Related Party Transactions
- -------------------------------
The Corporate General Partner and its affiliates earn fees, principally for
property and partnership management and are reimbursed for services
rendered to the Partnership, as provided for in the partnership
agreement. A summary of those items follows:
Liquidation
period
June 1 to January 1 to Years ended
December May December 31,
31, 2002 31, 2002 2001 2000
----------- -------- ---- ----
Property management fees
based on a percentage
(generally 5%) of rental
income $ -- 22,158 79,541 95,533
Reimbursement for cost of services to
the Partnership that include
investor relations, marketing of
properties, professional fees,
communications, supplies, accounting,
printing, postage and other items 3,562 18,783 86,398 81,970
--------- -------- -------- --------
$ 3,562 40,941 165,939 177,503
========= ======== ======== ========
In addition to the above, other property specific expenses such as
payroll, benefits, etc. are charged to property operations on the
Partnership's consolidated statements of operations. Receivables from
affiliated parties are payable on demand and bear interest at 11%.
Receivables from affiliated parties amounted to $245 and $87,571 at
December 31, 2002 and 2001, respectively.
Property Disposition Fee
------------------------
According to the terms of the partnership agreement, the general partners
are also allowed to collect a property disposition fee upon sale of
acquired properties. This fee is not to exceed the lesser of 50% of
amounts customarily charged in arm's-length transactions by others
rendering similar services for comparable properties or 3% of the sales
price. The property disposition fee is subordinate to payments to the
limited partners of a cumulative annual return (not compounded) equal
to 7% of their average adjusted capital balances and to repayment to
the limited partners of an amount equal to their original capital
contributions. Since these conditions described above have not been
met, no disposition fees have been paid or accrued on properties sold
in prior years.
F-14
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(9) Related Party Transactions, Continued
- ------------------------------------------
Distributions
-------------
U.S. Apartments, LLC, is an affiliated company in which the Individual
General Partner is the Chairman, Director, and sole stockholder. U.S.
Apartments, LLC owns 4,046.2 units of limited partnership interest and
received its proportionate share of distributable proceeds amounting to
$102,989 in November 2002 from the sale of Players Club North
Apartments.
(10) Settlement of Lawsuit
- ---- ---------------------
As previously reported, the Partnership, as a nominal defendant, the
general partners of the Partnership and of affiliated public
partnerships (the "Realmark Partnerships") and the officers and
directors of the Corporate General Partner, as defendants, had been
involved in a class action litigation in at the state court level
regarding the payment of fees and other management issues.
On August 29, 2001, the parties entered into a Stipulation of Settlement
(the "Settlement"). On October 4, 2001, the Court issued an "Order
Preliminary Approving Settlement' (the "Hearing Order") and on November
29, 2001, the court issued an "Order and Final Judgment Approving
Settlement and Awarding Fees and Expenses" and dismissing the
complaints with prejudice. The Settlement provided, among other things,
that all of the Realmark Partnerships' properties be disposed of. The
general partners will continue to have primary authority to dispose of
Partnerships' properties. If either (i) the general partners have not
sold or contracted to sell 50% of the Partnerships' properties (by
value) by April 2, 2002 or (ii) the general partners have not sold or
contracted to sell 100% of the Partnerships' properties by September
29, 2002, then the primary authority to dispose of the Partnerships'
properties will pass to a sales agent designated by plaintiffs' counsel
and approved by the Court. On October 4, 2002, the court appointed a
sales agent to work with the general partners to continue to sell the
Partnerships' remaining properties.
The settlement also provided for the payment by the Partnerships of fees to
the plaintiffs' attorneys. These payments are payable out of the
proceeds from the sale of all of the properties owned by all of the
Realmark Partnerships, following the sale of the last of these
properties in each partnership. Plaintiffs' counsel will receive 15% of
the amount by which the sales proceeds distributable to limited
partners in each partnership exceeds the value of the limited
partnership units in each partnership (based on the weighted average of
the units' trading prices on the secondary market as reported by
Partnership Spectrum for the period May through June 2001). In no event
may the increase on which the fees are calculated exceed 100% of the
market value of the units as calculated above. On May 30, 2002, the
Partnership sold its remaining property, and in June 2002, a payment of
$257,929 was made to the plaintiffs' attorneys.
F-15
Schedule III
------------
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI B
AND SUBSIDIARIES
Real Estate and Accumulated Depreciation
December 31, 2002, 2001 and 2000
(1) Cost for Federal income tax purposes - none.
(2) A reconciliation of the carrying amount of land and buildings as of
December 31, 2002, 2001 and 2000 follows: Partnership Properties
2002 2001 2000
---- ---- ----
Balance at beginning of year $ 3,097,879 6,821,020 6,808,930
Additions -- -- 12,090
Dispositions (6) (3,097,879) (3,723,141) --
------------ --------- -----------
Balance at end of year $ -- 3,097,879 6,821,020
============ ========= ===========
Joint Venture Properties
------------------------
2002 2001 2000
---- ---- ----
Balance at beginning of year $ -- 5,513,128 5,513,128
Dispositions (5) -- (5,513,128) --
------------ ---------- ---------
Balance at end of year $ -- -- 5,513,128
============ ========== ==========
(3) A reconciliation of accumulated depreciation for building and
improvements for the years ended December 31, 2002, 2001 and 2000 is as
follows:
Partnership Properties
----------------------
2002 2001 2000
---- ---- ----
Balance at beginning of year $ 1,032,199 2,074,141 1,841,470
Depreciation expense -- -- 232,671
Dispositions (6) (1,032,199) (1,041,942) --
----------- ---------- -----------
Balance at end of year (4) $ -- 1,032,199 2,074,141
=========== ========== ===========
Joint Venture Properties
------------------------
2002 2001 2000
---- ---- ----
Balance at beginning of year $ -- 3,083,021 3,083,021
Dispositions (5) -- (3,083,021) --
----------- ----------- -----------
Balance at end of year (4) $ -- -- 3,083,021
=========== =========== ===========
(4) Balance applies entirely to buildings and improvements.
(5) Sale of Foxhunt Apartments in 2001.
(6) Sale of Players Club North Apartments in 2002 and Fairway Club Apartments in
2001.
F-16