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EX-32 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 - REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP VI-Aex32.htm
EX-31 - CERTIFICATION PURSUANT TO RULE 13A-14(A), AS ADOPTED PURSUANT TO SECTION 302 - REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP VI-Aex31.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2014

or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission File Number: 0-17466

 
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI A
(Exact name of registrant as specified in its charter)
 
Delaware
 
16-1309987
(State of organization)
 
(IRS Employer Identification No.)
 
2350 North Forest Road, Getzville, New York 14068
(Address of principal executive offices)

(716) 636-9090
(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [  ]  No [X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files) Yes [ ]  No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]      Accelerated filer [ ]     Non-accelerated filer (Do not check if a smaller reporting company) [ ]     Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes [  ]   No [X]

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ]  No [X]


 
 

 
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI A
Consolidated Financial Statements
 
 
Part 1 - FINANCIAL INFORMATION
             
Item 1 - Financial Statements
             
 
Consolidated Statements of Net Assets in Liquidation
(Liquidation Basis)
(Unaudited)
 
Assets
June 30, 2014
 
December 31, 2013
           
Cash
$
              171
 
$
              92
Receivables from affiliates, net
 
1,552,884
   
1,505,049
Equity interest in unconsolidated joint ventures
 
      1,210,644
 
 
1,190,5899
           
Total assets
$
2,763,699
 
$
2,695,730
Liabilities and Partners' Equity
         
Liabilities:
         
Accounts payable and accrued expenses
$
355,144
 
$
359,058
Payable to affiliates
 
1,910,159
   
1,855,913
Total liabilities
 
2,265,303
   
2,214,971
Net assets in liquidation
 $
498,396
 
$
480,759
 
See accompanying notes to consolidated financial statements.
 
 
 
 
2

 
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI A
Consolidated Financial Statements


Consolidated Statements of Changes in Net Assets in Liquidation
for the six months ended June 30, 2014 and 2013
(Unaudited)
         
   
2014
 
2013
       
(restated)
         
Net assets in liquidation at January 1
 
 $                 480,759
 
 $                  445,973 
Plus: net accrued interest receivable on  affiliated balances
 
                      21,983
 
                        12,297 
Less: portfolio management fees
 
                      (5,130)
 
                       (6,447) 
Less: audit and filing fees
 
                      (17,381)
 
                       (12,715) 
Less: other expenses
 
                      (1,890)
 
                       (2,136) 
Plus: gain from joint venture
 
                      20,055
 
                      41,692 
         
Net assets in liquidation at end of period
 
 $                 498,396
 
 $                  478,664 
         
 
See accompanying notes to consolidated financial statements.
   
 
 

 
 
3

 
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI A
Notes to Consolidated Financial Statements
Six months ended June 30, 2014 and 2013
 (Unaudited)
 
 
(1) Liquidation of Partnership

In December of 2006 the Partnership sold its remaining property investment, and adopted a plan of termination under which obligations to non-affiliates will be paid and net proceeds will be distributed to the limited partners.  This termination is expected upon liquidation of the unconsolidated joint venture, which is expected upon the collection of the note receivable from the affiliate.

As a result of the plan of termination and liquidation, the Partnership changed its basis of accounting to the liquidation basis effective January 1, 2007. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values, which is the non-discounted amount of cash, or its equivalent, into which an asset is expected to be converted in the due course of business, including direct costs, and liabilities are stated at their estimated settlement amounts.  There was no specific accrual made for costs expected to be incurred during liquidation as their net impact on results is considered immaterial to the amount of net interest and joint venture income accrued each year.

(2) Formation and Operation of Partnership

Realmark Property Investors Limited Partnership-VI A (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 1987 and 1988, the Partnership sold, through a public offering, 157,378 units of limited partnership interest, including 30 units held by an affiliate of the general partners, for $15,737,790. At December 31, 2013, the general partners were Realmark Properties, Inc. (the Corporate General Partner) and Joseph M. Jayson (the Individual General Partner) who was the sole stockholder of J.M. Jayson & Company, Inc. Realmark Properties, Inc. is a wholly-owned subsidiary of J.M. Jayson & Company, Inc.  Joseph M. Jayson passed away on June 27, 2014.  A successor Individual General Partner was not appointed following Mr. Jayson’s death. Refer to Item 9B: Other Information in the December 31, 2013 Form 10K/A for further background on the changes in Corporate General Partner’s Board and Management.

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.

(3)  
Restatement of Consolidated Financial Statements
 
The accompanying consolidated financial statements have been restated for June 30, 2013 from the unaudited version previously made available to reflect additional adjustments and reclassifications. The nature of these adjustments are discussed in detail in the 2013 Form 10 K/A.


 
4

 
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI A
Notes to Consolidated Financial Statements
Six months ended June 30, 2014 and 2013
 (Unaudited)
 

The summary impacts of the restatement adjustments on the Company’s previously reported consolidated changes in net assets in liquidation for the six months ended June 30, 2013 (in thousands):

 
June 30, 2013
Net assets in liquidation at January 1, 2013 as reported
$446
Decrease during the period of liquidation - original
    (9)
Additional equity income from joint venture - restatement
    42
Net assets in liquidation at June 30, 2013 as restated
$479

(4) 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 to the liquidation basis effective January 1, 2007. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values, which is the non-discounted amount of cash, or its equivalent, into which an asset is expected to be converted in the due course of business, including direct costs, and liabilities are stated at their estimated settlement amounts.  There was no specific accrual made for costs expected to be incurred during liquidation as their net impact on results is considered immaterial to the amount of net interest and joint venture income accrued each year.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the instructions to Form 10-Q.  Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. The consolidated statement of net assets in liquidation at December 31, 2013 has been derived from the audited financial statements at that date. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation, have been included.

The Partnership’s significant accounting policies are set forth in its December 31, 2013 Form 10-K/A. The interim consolidated financial statements should be read in conjunction with the financial statements included therein. The interim results should not be considered indicative of the annual results.

(b)  
Fair Value of Financial Instruments

Due to their short-term nature and interest rates that approximate market rates, the fair value of the Partnership’s financial instruments approximated their carrying values at June 30, 2014 and December 31, 2013.



 
5

 
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI A
Notes to Consolidated Financial Statements
Six months ended June 30, 2014 and 2013
 (Unaudited)
 
(c)  
Unconsolidated Joint Venture
 
The Partnership’s investment in Research Triangle Joint Venture is an unconsolidated joint venture which is accounted for on the equity method.  This Joint Venture is not consolidated in the Partnership’s financial statements because the Partnership is not the controlling owner.

(5) Investment in Unconsolidated Joint Venture
 
 The Partnership has a 50% interest in Research Triangle Industrial Park Joint Venture (the Venture) with Realmark Property Investors Limited Partnership - II (RPILP - II), an entity affiliated through common general partners. The joint venture owned and operated the Research Triangle Industrial Park West, an office/warehouse facility in Durham, North Carolina, which was sold in December 2006.

The joint venture agreement provides that any income, loss, gain, cash flow, or sale proceeds be allocated 50% to the Partnership and 50% to RPILP - II. Summary financial information of the Venture follows:
 
Balance Sheet Information
 
(Unaudited)
     
 
June 30, 2014
 
December 31, 2013
Assets
         
Cash and Equivalents
$
872
 
$
1,181
Receivables from affiliates
 
1,956,635
   
1,958,468
Accrued interest receivable from affiliate
 
633,781
   
591,529
Total Assets
$
2,591,288
 
$
2,551,178
Liabilities and Partners' Equity
         
Liabilities
         
Payable to affiliates
   $
   170,000
 
        $
   170,000
Total Liabilities
 
      170,000
   
      170,000
Partners Equity
         
The Partnership
 
1,210,644
   
1,190,589
RPILP - II
 
1,210,644
   
1,190,589
Total Partners Equity
 
2,421,288
   
2,381,178
Total liabilities and Partners Equity
$
2,591,288
 
$
2,551,178
 
 Operating Information
 
Six Months Ended June 30,
 
2014
 
2013
Income - interest
$
42,252
 
$
84,504
Expenses
         
Property operations
         
Administrative
 
          2,142
   
           1,120
Total Expenses
 
          2,142
   
          1,120
Net Income
 
        40,110
   
        83,384
Allocation of Net income
         
The partnership
 
         20,055
   
  41,692
RPILP - II
 
        20,055
   
        41,692
Total
$
        40,110
 
$
        83,384
 
6

 
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI A
Notes to Consolidated Financial Statements
Six months ended June 30, 2014 and 2013
 (Unaudited)
 
 
(6)  
Related Party Transactions
 
At June 30, 2014 and December 31, 2013, the Partnership has receivables from affiliates amounting to $1,552,884 and $1,505,049, respectively. At June 30, 2014 and December 31, 2013, the Partnership has payables to affiliates amounting to $1,910,159 and $1,855,913, respectively. Of these amounts payable to affiliates, $900,333 were payable to the Partnership's unconsolidated joint venture as of June 30, 2014 and December 31, 2013.  At June 30, 2014, and December 31, 2013, the Partnership has equity interest in unconsolidated joint venture of $1,210,644 and $1,190,589, respectively. The Partnership recorded net interest income on amounts due to and from affiliated parties for the quarters ended June 30, 2014 and 2013 in the amounts of approximately $22,000 and $12,000, respectively.

Certain receivables from and payables to affiliated parties are due on demand and bear interest at 8% in 2014 and 2013.

Distributions

U.S. Apartments, LLC, is an affiliated company in which the Individual General Partner of Realmark Property Investors Limited Partnership - VI A is the sole member. U.S. Apartments, LLC owns 9,811.1 units of limited partnership interest.

(7)  
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 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 Preliminarily 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:

●  
The payable to the general partners and/or their affiliates by Realmark Property Investors Limited Partnership - VI A at June 30, 2001, in the amount of $481,598, cease to accrue interest.

●  
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 (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, which are not calculable at this time but may be significant, 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.
 
7

 
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI A
Management Discussion and Analysis
Six months ended June 30, 2014 and 2013
 (Unaudited)

PART I - Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Changes in Net Assets in Liquidation

Liquidity and Capital Resources

Effective January 1, 2001, the Partnership began formally marketing all of its properties for sale. All properties were sold in 2003. Assets consisted primarily of the investment in Research Triangle Industrial Park West, which amounted to $1,210,855 at June 30, 2014.   There were no distributions to partners made in 2014 or 2013. We currently do not anticipate making any distributions to holders of our units of limited partnership interest at any time in the near future. Additionally, it is likely and anticipated that we will never make any distributions to holders of our units of limited partnership interest at any time in the future.  If there are any distributions they will be reduced by the amount of fees payable to the plaintiffs’ legal counsel in connection with the settlement agreement (Part II, Item 1) and any outstanding liabilities incurred with regard to the sale of the Partnership’s joint venture.

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 its remaining wholly-owned properties, the Partnership’s rental operations ceased in 2003.  Operations for the six months ended June 30, 2014 primarily consisted of ownership of the joint venture investment, administrative costs and professional fees.

2014 as compared to 2013

As discussed above, the decrease in most components of the consolidated statements of changes in net assets in liquidation was a result of the remaining wholly-owned properties being sold in 2003 and rental operations ceasing at the time of the sales. Administrative expenses primarily represent payments for legal fees and other professional fees amounting to approximately $19,000 in 2014 and $15,000 in 2013, and administrative fees paid to an affiliate amounting to approximately $5,000 and $6,000 in 2014 and 2013, respectively.
 
Joint Venture

The Partnership owns 50% of a Joint Venture, which owned the Research Triangle Industrial Park West, an office/warehouse facility located in Durham County, North Carolina, which was sold in December 2006. The investment is accounted for under the equity method and the resulting income of approximately $20,000 in 2014 and approximately $42,000 in the restatement of 2013.

PART I - Item 4.  Controls and Procedures

The Partnership maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Partnership in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. An evaluation was carried out under the supervision and with the participation of the Partnership’s management, including the Partnership’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the Partnership’s disclosure controls and procedures as of the end of the period covered by this interim report. Based on that evaluation, the Partnership’s Principal Executive Officer and Principal Financial Officer concluded that the Partnership’s disclosure controls and procedures were not effective as of such period end. Management will endeavor to enhance the Partnership’s disclosure controls and procedures to cause them to become effective.

 
8

 
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI A
Management Discussion and Analysis
Six months ended June 30, 2014 and 2013
 (Unaudited)
 
 
Internal Control Over Financial Reporting: There have been no significant changes in the Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
 
PART II - OTHER INFORMATION

Item 1.   Legal Proceeding

As previously reported, the Partnership, as a nominal defendant, the General Partners of the Partnership and of affiliated public partnerships (the “Realmark Partnerships”) and the officers and directors of the Corporate General Partner, as defendants, had been involved in a class action litigation in New York State court. The Partnership’s settlement of this litigation is described in its Annual Report on Form 10-K/A for the year ended December 31, 2013.

Item 5. Other Information

(a) Reports on Form 8-K

None.
 
 
 
 
 
 
 
 
 

 
 
 

 
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - VI A
Six months ended June 30, 2014 and 2013
 (Unaudited)
 
 
Item 6. Exhibits
 
31.  
Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
   
32.
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
   
101.INS   
XBRL Instance Document* 
   
101.SCH 
XBRL Taxonomy Extension Schema Document* 
   
101.CAL 
XBRL Taxonomy Extension Calculation Linkbase Document* 
   
101.DEF 
XBRL Taxonomy Extension Definition Linkbase Document* 
   
101.LAB 
XBRL Taxonomy Extension Label Linkbase Document* 
   
101.PRE 
XBRL Taxonomy Extension Presentation Linkbase Document* 
 
*In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.”
               
 
 
9

 
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 PARTNERHIP - VIA

 
   
/s/ Matthew P. Iak
   
Matthew P. Iak
  Date: July 8, 2015 
Principal Executive Officer and
   
Principal Financial Officer

 
                                                                                          
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

10