REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
10-Q, 1997-08-11
REAL ESTATE INVESTMENT TRUSTS
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                                    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
June 30, 1997                                             2-65391


                 REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
             (Exact Name of Registrant as specified in its Charter)

Delaware                                   16-1173249
- --------------------                      ---------------------------------
(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) 636-0280


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 June 30, 1997, the issuer had 3,100 units of limited partnership  interest
outstanding.



<PAGE>


                 REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
                 -----------------------------------------------

                                      INDEX
                                      -----



                                                                        PAGE NO.
                                                                        --------
PART I:     FINANCIAL INFORMATION
            ---------------------

            Balance Sheets -
                  June 30, 1997 and December 31, 1996                     3

            Statements of Operations -
                  Three Months Ended June 30, 1997 and 1996               4

            Statements of Operations -
                  Six Months Ended June 30, 1997 and 1996                 5

            Statements of Cash Flows -
                  Six Months Ended June 30, 1997 and 1996                 6

            Statements of Partners' (Deficit) -
                  Six Months Ended June 30, 1997 and 1996                 7

            Notes to Financial Statements                               8 - 14


PART II:    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF
            ----------------------------------
            OPERATIONS                                                 15 - 16
            ----------
















                                     -2-

<PAGE>
                 REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                       June 30, 1997 and December 31, 1996
                                   (Unaudited)

                                                       June 30,     December 31,
                                                         1997           1996
                                                         ----           ----
ASSETS

Property, at cost:
     Land                                            $   182,500    $   182,500
     Land improvements                                   185,000        185,000
     Buildings                                         2,445,738      2,413,805
     Furniture and fixtures                              164,141        164,141
                                                     -----------    -----------
                                                       2,977,379      2,945,446
     Less accumulated depreciation                     1,814,334      1,753,995
                                                     -----------    -----------
          Property, net                                1,163,045      1,191,451

Cash - security deposits                                  29,779         29,406
Escrow deposits                                          148,816        187,815
Note receivable                                                0         47,200
Mortgage costs, net of accumulated
     amortization of $29,665 and $28,229                 171,286        174,157
Other assets                                              20,984         23,134
                                                     -----------    -----------

           Total Assets                              $ 1,533,910    $ 1,653,163
                                                     ===========    ===========

LIABILITIES AND PARTNERS' (DEFICIT)

Liabilities:
     Cash overdraft                                  $   302,285    $   208,100
     Mortgages payable                                 2,920,940      2,930,266
     Accounts payable and accrued expenses               219,275        229,897
     Accounts payable - affiliates                       764,931        784,461
     Non-refundable deposits on sale of property               0        220,000
     Accrued interest                                     21,907         21,977
     Security deposits and prepaid rent                   32,401         31,858
                                                     -----------    -----------
           Total Liabilities                           4,261,739      4,426,559
                                                     -----------    -----------
Minority interest in consolidated
     joint venture                                       214,363        274,180
                                                     -----------    -----------
Partners' (Deficit):
     General partners                                   (791,915)      (792,969)
     Limited partners                                 (2,150,277)    (2,254,607)
                                                     -----------    -----------
          Total Partners' (Deficit)                   (2,942,192)    (3,047,576)
                                                     -----------    -----------

          Total Liabilities and Partners' (Deficit)  $ 1,533,910    $ 1,653,163
                                                     ===========    ===========

                        See notes to financial statements
                                       -3-

<PAGE>

                 REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
                    Three Months Ended June 30, 1997 and 1996
                                   (Unaudited)

                                                      Three Months  Three Months
                                                          Ended          Ended
                                                        June 30,       June 30,
                                                          1997           1996
                                                          ----           ----

Income:
     Rental                                            $ 152,794      $ 166,372
     Interest and other income                             5,207         11,976
                                                       ---------      ---------
     Total income                                        158,001        178,348
                                                       ---------      ---------

Expenses:
     Property operations                                 107,076         71,228
     Interest:
          Paid to affiliates                              20,582         20,274
          Other                                           65,757         66,143
     Depreciation and amortization                        31,605         31,508
     Administrative:
          Paid to affiliates                              19,041         11,792
          Other                                           24,040         28,089
                                                       ---------      ---------
     Total expenses                                      268,101        229,034
                                                       ---------      ---------

Income (loss) before allocation
     to minority interest                               (110,100)       (50,686)

Loss allocated to minority interest                       37,269         26,936

Extraordinary income:
     Deposit on terminated sales contract                220,000              0
                                                       ---------      ---------

Net income (loss)                                      $ 147,169      ($ 23,750)
                                                       =========      =========

Income (loss) per limited partnership unit             $   47.00      ($   7.58)
                                                       =========      =========

Distributions per limited partnership unit             $       0      $       0
                                                       =========      =========

Weighted average number of
     limited partnership units
     outstanding                                           3,100          3,100
                                                       =========      =========

                        See notes to financial statements


                                       -4-

<PAGE>

                 REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
                     Six Months Ended June 30, 1997 and 1996
                                   (Unaudited)

                                                       Six Months     Six Months
                                                          Ended         Ended
                                                        June 30,       June 30,
                                                          1997           1996
                                                          ----           ----
Income:
     Rental                                            $ 309,453      $ 343,689
     Interest and other income                            15,668         19,919
                                                       ---------      ---------
     Total income                                        325,121        363,608
                                                       ---------      ---------

Expenses:
     Property operations                                 193,167        156,223
     Interest:
          Paid to affiliates                              40,772         43,267
          Other                                          131,619        132,425
     Depreciation and amortization                        63,210         63,015
     Administrative:
          Paid to affiliates                              34,959         21,857
          Other                                           35,827         80,218
                                                       ---------      ---------
     Total expenses                                      499,554        497,005
                                                       ---------      ---------

Income (loss) before allocation
     to minority interest                               (174,433)      (133,397)

Loss allocated to minority interest                       59,817         45,211

Extraordinary income:
     Deposit on terminated sales contract                220,000              0
                                                       ---------      ---------

Net income (loss)                                      $ 105,384      ($ 88,186)
                                                       =========      =========

Income (loss) per limited partnership unit             $   33.65      ($  28.16)
                                                       =========      =========

Distributions per limited partnership unit             $       0      $       0
                                                       =========      =========

Weighted average number of
     limited partnership units
     outstanding                                           3,100          3,100
                                                       =========      =========


                        See notes to financial statements


                                       -5-

<PAGE>
                 REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
                     Six Months Ended June 30, 1997 and 1996
                                   (Unaudited)

                                                         Six Months   Six Months
                                                            Ended       Ended
                                                          June 30,     June 30,
                                                            1997         1996
                                                            ----         ----
Cash flow from operating activities:
     Net income (loss)                                   $ 105,384    ($ 88,186)

Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operating activities:
     Depreciation and amortization                          63,210       63,015
     Minority interest share of net loss                   (59,817)     (45,211)
Changes in operating assets and liabilities:
     Cash - security deposits                                 (373)        (278)
     Escrow deposits                                        38,999      (20,268)
     Other assets                                            2,150       17,769
     Accounts payable and accrued expenses                 (10,621)      14,696
     Accrued interest                                          (70)         (64)
     Security deposits and prepaid rent                        543        6,955
                                                         ---------    ---------
Net cash provided by (used in) operating activities        139,405      (51,572)
                                                         ---------    ---------
Cash flow from investing activities:
     Property additions and net cash
     (used in) investing activities                        (31,933)           0
                                                         ---------    ---------
Cash flows from financing activities:
     Cash overdraft                                         94,184       93,900
     Accounts payable - affiliates                         (19,530)     (33,801)
     Principal payments on mortgage(s)                      (9,326)      (8,527)
     Mortgage costs                                              0            0
     Deposits received on sale of property                (172,800)           0
                                                         ---------    ---------
Net cash (used in) provided by financing activities       (107,472)      51,572
                                                         ---------    ---------

Increase (decrease) in cash                                      0            0

Cash - beginning of period                                       0            0
                                                         ---------    ---------

Cash - end of period                                     $       0    $       0
                                                         =========    =========

Supplemental Disclosure of Cash Flow Information:
     Cash paid for interest                              $ 131,549    $ 132,361
                                                         =========    =========


                        See notes to financial statements

                                       -6-

<PAGE>


                 REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
                        STATEMENTS OF PARTNERS' (DEFICIT)
                     Six Months Ended June 30, 1997 and 1996
                                   (Unaudited)


                                      General             Limited Partners
                                     Partners       --------------------------- 
                                      Amount           Units            Amount
                                      ------           -----            ------

Balance, January 1, 1996           ($  790,336)           3,100     ($1,993,893)

Net loss                                  (882)               0         (87,304)
                                   -----------      -----------     -----------

Balance, June 30, 1996             ($  791,218)           3,100     ($2,081,197)
                                   ===========      ===========     ===========


Balance, January 1, 1997           ($  792,969)           3,100     ($2,254,607)

Net income                               1,054                0         104,330
                                   -----------      -----------     -----------

Balance, June 30, 1997             ($  791,915)           3,100     ($2,150,277)
                                   ===========      ===========     ===========





















                        See notes to financial statements

                                       -7-

<PAGE>

                 REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                     Six Months Ended June 30, 1997 and 1996
                                   (Unaudited)


1.    GENERAL PARTNER'S DISCLOSURE
      ----------------------------

      In the opinion of the General  Partners  of  Realmark  Property  Investors
      Limited Partnership,  all adjustments  necessary for the fair presentation
      of the  Partnership's  financial  position,  results  of  operations,  and
      changes in cash flows for the six months ended June 30, 1997 and 1996 have
      been  made in the  financial  statements.  The  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 (the  "Partnership"),  a
      Delaware Limited  Partnership,  was formed August 28, 1979, to invest in a
      diversified portfolio of income-producing real estate.

      In March 1981, the  Partnership  commenced the public offering of units of
      limited  partnership  interest.  On  December  31, 1981 the  offering  was
      concluded,  at which time 3,100 units of limited partnership interest were
      outstanding.  The  General  Partners  are  Realmark  Properties,  Inc.,  a
      Delaware  corporation,  the corporate  General Partner,  and Mr. Joseph M.
      Jayson,  the  individual  General  Partner.  Joseph M.  Jayson is the sole
      shareholder 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 affiliates can
      receive  compensation for services rendered and reimbursement for expenses
      incurred on behalf of the Partnership.  The Partnership agreement provides
      for taxable  income or loss of the  Partnership to be allocated 99% to the
      limited  partners  and 1% to the general  partners.  Through  December 31,
      1986,  and for 1991 and  1996,  taxable  income or loss was  allocated  in
      accordance  with this  provision.  For the years 1987 through 1990,  1992,
      1993,  1994 and 1995, the  Partnership  was required to allocate losses in
      accordance  with Internal  Revenue  Section  704(b).  In general,  Section
      704(b) may be applicable when Partnership  capital is negative and limited
      partners are not required to restore  negative capital  accounts.  In such
      instances,  the IRS code requires that the general partners bear a greater
      portion of the economic  loss than that which would be allocated  pursuant
      to the partnership agreement and, therefore, the loss must be reallocated.
      For the  six  month  period  ended  June  30,  1997,  Section  704(b)  was
      applicable.









                                       -8-

<PAGE>

      FORMATION AND OPERATION OF PARTNERSHIP (CONTINUED)
      --------------------------------------------------

      Losses  arising from the sale of properties  shall be allocated 99% to the
      Limited  Partners and 1% to the General  Partners subject to the revisions
      made in the Internal Revenue Code, pursuant to the Tax Reform Act of 1986.
      Net proceeds arising from a sale or refinancing shall be distributed first
      to the Limited  Partners in an amount  equivalent  to a 7% return on their
      average  adjusted  capital  balances,   plus  an  amount  equal  to  their
      respective positive capital account balances.

      Additional proceeds after property  disposition fees shall be allocated to
      the  Limited  Partners  in an  amount  equivalent  to 5% of their  average
      adjusted capital  balances and the remainder,  if any, in the ratio of 90%
      to the Limited  Partners and 10% to the General  Partners.  Income arising
      from the sale or refinancing  shall be allocated in the same manner as the
      proceeds are to be distributed, except that the General Partners are to be
      allocated at least 1% of the income.

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      ------------------------------------------

      Cash
      ----

      For purposes of reporting cash flows,  cash includes the following  items:
      cash on hand; cash in checking; and money market savings.

      Cash - security deposits
      ------------------------

      Cash - security deposits represents cash on deposit in accordance with the
      HUD regulatory agreement for the one property with a HUD mortgage.

      Escrow deposits
      ---------------

      Escrow  deposits  represent  cash which is  restricted  for the payment of
      property  taxes or for repairs and  replacements  in  accordance  with the
      mortgage agreement.

      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 is used to calculate
      depreciation expense for tax purposes.





                                       -9-

<PAGE>

      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)
      ------------------------------------------  -----------

      Minority interest in consolidated joint venture
      -----------------------------------------------

      The minority  interest in a  consolidated  joint  venture is stated at the
      amount of capital  contributed by the minority  investor  adjusted for its
      share of joint venture losses.

      Rental income
      -------------

      Rental income is recognized  under the operating  method.  The outstanding
      leases with  respect to rental  properties  owned are for terms of no more
      than one year.

      Income (loss) per limited partnership unit
      ------------------------------------------

      The income or loss per limited  partnership  unit is based on the weighted
      average number of limited  partnership units outstanding during the period
      then ended.

4.    ACQUISITION AND DISPOSITION OF RENTAL PROPERTY
      ----------------------------------------------

      In November 1981, the  Partnership  acquired a 144 unit apartment  complex
      (Carriage  House  of  Englewood,  formerly  Gold Key  Village  Apartments)
      located in Englewood,  Ohio,  for a purchase  price of  $2,860,754,  which
      included $191,872 in acquisition fees.

      In  July  1982 , the  Partnership  acquired  a 99 unit  apartment  complex
      (Clarewood)  located in  Lafayette,  Louisiana,  for a  purchase  price of
      $2,428,834, which included $134,992 in acquisition fees.

      In July  1982,  the  Partnership  acquired  a 155 unit  apartment  complex
      (Gallery)  located  in  Lafayette,  Louisiana,  for a  purchase  price  of
      $3,546,653, which included $197,987 in acquisition fees.

      In October 1989, the Partnership sold the Clarewood and Gallery apartments
      for a combined price of $4,647,516,  which  generated a total net gain for
      financial statement purposes of $1,209,164.









                                       -10-

<PAGE>

      ACQUISITION AND DISPOSITION OF RENTAL PROPERTY (CONTINUED)
      ----------------------------------------------------------

      In July  1996,  the  Partnership  entered  into a plan to  dispose  of the
      property,  plant and  equipment  of  Carriage  House of  Englewood  with a
      carrying  amount of $1,191,451.  Management has determined  that a sale of
      the  property  is in the best  interest of the  investors.  As of June 30,
      1997,  the contract for the sale of Carriage  House of Englewood  had been
      terminated. The equity provider for the purchaser was unwilling to provide
      the  equity  necessary  to close the deal due to the  extent of rehab work
      needed  at  the  property.  A  non-refundable   deposit  on  the  sale  of
      $220,000.00 was received and maintained by the registrant.

5.    MORTGAGE PAYABLE
      ----------------

      Carriage House of Englewood  (formerly Gold Key Village Apartments)
      ---------------------------  --------------------------------------

      On May 5, 1992, the  Partnership's  first and second mortgages on the Gold
      Key apartment complex were refinanced with a 9% U.S. Department of Housing
      and  Urban  Development  (HUD)  guaranteed   mortgage  in  the  amount  of
      $2,997,800 due June 1, 2027. The mortgage  provides for monthly  principal
      and interest  payments of $23,503,  plus monthly escrow  deposits for real
      estate taxes,  insurance and repairs and maintenance totaling $11,346. The
      balance  of the  mortgage  at June 30,  1997 and 1996 was  $2,920,940  and
      $2,939,184,  respectively. The mortgage is secured by all of the assets of
      the Carriage House of Englewood apartment complex.

      The mortgage is subject to a HUD regulatory  agreement which,  among other
      things, places restrictions on the uses and handling of cash and restricts
      distributions  to the property  owner to amounts that are considered to be
      surplus cash as defined in the agreement.

      The maturity of the  mortgage  payable for each of the next five years and
      thereafter is as follows:

             Year                                    Amount
             ----                                    ------

             1997                                $     19,080
             1998                                      20,871
             1999                                      22,829
             2000                                      24,970
             2001                                      27,312
             Thereafter                             2,815,204
                                                  -----------

             TOTAL                                $ 2,930,266
                                                  ===========


                                        -11-

<PAGE>

6.    MINORITY  INTEREST OF RELATED PARTY IN CARRIAGE  HOUSE OF ENGLEWOOD  JOINT
      --------------------------------------------------------------------------
      VENTURE
      -------

      On May 5, 1992, the Partnership  entered into an agreement to form a joint
      venture with Realmark Property  Investors Limited  Partnership VI-A (RPILP
      VI-A). The joint venture was formed for the purpose of operating  Carriage
      House  of  Englewood  owned by the  Partnership.  Under  the  terms of the
      original agreement,  RPILP VI-A contributed  $497,911 with the Partnership
      contributing  the  property net of the first  mortgage.  On March 1, 1993,
      RPILP VI-A contributed an additional $125,239, amending the original joint
      venture agreement in the process.

      The amended agreement now provides that any income, loss, gain, cash flow,
      or sale proceeds be allocated  60.0% to the Partnership and 40.0% to RPILP
      VI-A.  The net loss from the date of inception  has been  allocated to the
      minority  interest in  accordance  with the terms of the agreement and has
      been recorded as a reduction of the capital contribution.

      A reconciliation  of the minority  interest share in the Carriage House of
      Englewood Joint Venture is as follows:

      Balance, January 1                        $ 274,180
      Capital contribution                            -
      Allocated loss                              (37,269)
                                               ----------
      Balance, June 30,                         $ 236,911

7.    RELATED PARTY TRANSACTIONS
      --------------------------

      Management  fees for Carriage House of Englewood are paid or accrued to an
      affiliate of the General Partners.  The management  agreement provides for
      5% of gross monthly rental  receipts of the complex to be paid as fees for
      administering  the operations of the property.  These fees totaled $16,081
      and $17,400 for the six months ended June 30, 1997 and 1996, respectively.

      The general  partner is also entitled to receive a Partnership  management
      fee  equal  to  9% 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. No such fee has been paid or accrued by the Partnership for
      the six months ended June 30, 1997 and 1996.

      Accounts  payable -  affiliates  amounted to $764,931 and $840,683 at June
      30,  1997 and 1996,  respectively.  The  payable  represents  fees due and
      advances from the General Partner.  Interest charged on accounts payable -
      affiliates totaled $40,772 for the six month period ended June 30, 1997.


                                        -12-

<PAGE>

      RELATED PARTY TRANSACTIONS  (CONTINUED)
      --------------------------  -----------

      Pursuant to the terms of the Partnership agreement,  the corporate general
      partner  charged the Partnership  for  reimbursement  of certain costs and
      expenses  incurred by the corporate  general  partner and its  affiliates.
      These  charges  were for the  Partnership's  allocated  share of costs and
      expenses  such as  payroll,  travel and  communication,  costs  related to
      partnership accounting, and partner's communication and relations.

      Computer  service  charges for the  Partnership  are paid or accrued to an
      affiliate  of the  General  Partners.  The fee is based upon the number of
      apartment  units and totaled  $1,580 for the six month  periods ended June
      30, 1997 and 1996.

      The corporate  general partner is allowed to collect property  disposition
      fees upon the sale of acquired  properties.  This fee is not to exceed the
      lesser of 9% of the  gross  proceeds  of the  offering  applicable  to the
      property or 50% of normal rates,  subordinated  to: (1) the payment to the
      limited partners of a cumulative  annual return (not compounded)  equal to
      7% of their average  adjusted capital  balances;  (2) the repayment to the
      limited   partners  of  a  cumulative   amount  equal  to  their   capital
      contributions;  and (3) the payment to all  partners of an amount equal to
      their  respective  positive  capital  account  balances to the extent such
      balances exceed the amounts provided for in the preceding  clauses (1) and
      (2).

8.    INCOME TAXES
      ------------

      No  provision  has been made for income  taxes since the income or loss of
      the  Partnership  is to be included  in the tax returns of the  individual
      partners.

      The tax returns of the  Partnership  are subject to examination by 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-

<PAGE>

      INCOME TAXES  (CONTINUED)

      The  reconciliation  of net income  (loss) for the six month periods ended
      June 30, 1997 and 1996 as reported in the statements of operations, and as
      would be reported for tax purposes respectively, is as follows:

                                                    June 30,          June 30,
                                                     1997               1996
                                                     ----               ----
      Net income (loss)
           Statement of operations                $ 147,169         $ ( 88,186)
      (Add to)  deduct from:
           Difference in depreciation                17,558             19,548
           Difference in amortization                   -                  -
           Difference in bad debt reserve            14,260             10,760
           Tax adjustment - Joint Venture               -               (2,998)
                                                  ---------         ----------

      Net income (loss) for tax purposes          $ 178,987         $ ( 60,876)



      The  reconciliation  of partners'  (deficit) at June 30, 1997 and December
      31,  1996 as  reported in the  balance  sheets,  and as  reported  for tax
      purposes, is as follows:

                                                      June 30,      December 31,
                                                       1997             1996
                                                       ----             ----

      Partners' (Deficit) - balance sheet         $ (2,942,192)    $ (3,047,576)
       Add to (deduct from):
            Accumulated difference in
            depreciation                              (942,997)        (960,555)
            Accumulated amortization                   240,000          240,000
            Syndication fees                           248,000          248,000
            Reserve for bad debts                       82,813           68,553
            Tax Basis Adjustment
            - Joint Venture                            (17,085)         (17,085)
             Other                                       1,711            1,711
                                                  ------------     ------------

       Partners' (Deficit) - tax return           $ (3,329,750)    $ (3,466,952)





                                        -14-

<PAGE>

PART II:   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND
           ---------------------------------------------------------------------
           RESULTS OF OPERATIONS
           ---------------------

Liquidity and Capital Resources
- -------------------------------

The Partnership  continues  operating with cash flow shortages due to a decrease
in the total revenue  generated.  The General  Partner  meanwhile,  continues to
advance funds to the  Partnership,  although under no obligation to do so. There
is no assurance  that the General  Partner  will  continue to do so. The General
Partner has advanced $764,931,  as of June 30, 1997, and these funds are payable
on demand.

The  Partnership  did not make any  distributions  during the six month  periods
ending June 30, 1997 and 1996, nor does it anticipate  making any  distributions
until  the  remaining  property  is sold  and all  Partnership  obligations  are
satisfied.  The General  Partner  believes  that unless  there is a  significant
increase in income and a major  reduction in expenses,  the property could be in
default  concerning their mortgages.  The General Partner has been corresponding
with the United  States  Department  of Housing  and Urban  Development  and the
mortgagor on the Gold Key  property in search of means of obtaining  more usable
cash to operate the property with.

The  General  Partner  continues  to  aggressively  seek a buyer  for  the  sole
remaining  property  in this  Partnership  as it is felt  that  the  sale of the
property is in the best  interests of the limited  partners.  At this time it is
highly  unlikely  that the Limited  Partners  will receive any proceeds from the
sale.

Results of Operations:
- ----------------------

For the quarter ended June 30, 1997, the  Partnership's  net income was $147,169
or $47.00 per limited  partnership unit. Net loss for the quarter ended June 30,
1996, amounted to $23,750 or $7.58 per unit. For the six month period ended June
30, 1997, the net income was $105,384 or $33.65 per limited  partnership unit as
compared to a loss of $88,186 or $28.16 per limited partnership unit for the six
month period ended June 30, 1996.  The net income for the quarter ended June 30,
1997 was the result of the  Partnership  recognizing  $220,000  in income from a
non-refundable deposit received on the sale of Carriage House of Englewood; this
sale fell through and as a result, the deposit was recognized as income.

Partnership revenue for the quarter ended June 30, 1996 totaled $158,001,  which
is a decrease  of $20,347  from the  quarter  ended  June 30,  1996.  The change
between the two years is mostly  attributable to an increase in delinquencies at
Carriage House of Englewood. Partnership revenues for the quarter ended June 30,
1995 were $178,348.  Rental income  decreased  $13,578 between the two quarters.
For the six month  period  ended  June 30,  1997,  Partnership  revenue  totaled
$325,121 as compared to $363,608 for the same period in the previous year.



                                      -15-

<PAGE>

Results of Operations  (continued):
- ---------------------  ------------

For the three month  period ended June 30, 1997,  Partnership  expenses  totaled
$268,101, an increase of just over $39,000 from the quarter ended June 30, 1996.
For the six month period ended June 30, 1997,  total  expenses  remained  fairly
constant  when  compared  to the same period in 1996.  Increases  in repairs and
maintenance  expenses due to increased  focus by  management  on the  property's
appearance accounted for much of the change in operating expenses. Also, a large
increase in payroll and  associated  benefits as compared to the  previous  year
continued as was noted in the first  quarter of 1997.  Utility  costs  decreased
over $5,000 between the six months ended June 30, 1997 and June 30, 1996,  while
insurance  expense and real estate taxes remained almost unchanged from the same
six month  period in the previous  year.  The  decrease  seen in  administrative
expenses  was due to a  significant  decrease  in  advertising  and  promotional
expenses;  this  decrease  is  primarily  due to the cash  flow  difficulty  the
Partnership continues to encounter.

The Partnership is making every effort to  control/maintain  property  operation
and  administrative   expenses  in  the  immediate  future,  however  additional
expenses,  such as cleaning,  painting, and carpeting costs related to preparing
units for new  tenants,  are  likely to be  incurred  in an  attempt  to improve
occupancy.

The  property  did,  during the second  quarter of 1997,  secure the  release of
escrowed funds from the U.S. Department of Housing and Urban Development for use
in repairing/replacing  several roofs. The roof work is expected to be completed
during the third quarter of 1997.

For the six month  period  ended June 30,  1997,  tax basis  income  amounted to
$178,987  or $57.16  per  limited  partnership  unit  compared  to a tax loss of
$60,876 or $19.44 per unit for the six month period ended June 30, 1996. The tax
basis income is once again due to the  recognition of $220,000 in  extraordinary
income  resulting from the cancellation of a sales contract on Carriage House of
Englewood  (i.e.,  the funds were received as a  non-refundable  deposit on such
sale).





















                                      -16-

<PAGE>


                 REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
                 -----------------------------------------------


                                     PART II

                                OTHER INFORMATION


Item 1 - Legal Proceedings
- --------------------------

The Partnership is not a party to, nor are any of the  Partnership's  properties
subject to any material pending legal proceedings  other than ordinary,  routine
litigation incidental to the Partnership's business.

Items 2, 3, 4 and 5
- -------------------

Not applicable.

Item 6 - Exhibits and reports on Form 8-K
- -----------------------------------------

Form 8-K was filed August 1, 1997 to report the  termination of a sales contract
previously reported on Form 8-K filed in July 1996.




























                                      -17-

<PAGE>



                                   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


By:   /s/Joseph M. Jayson                       August 8, 1997 
      ------------------------------            ------------------------
      Joseph M. Jayson,                         Date
      Individual General Partner



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following  persons on behalf of the registrant and in the
capacities and on the dates indicated.


By:   REALMARK PROPERTIES, INC.
      Corporate General Partner

      /s/Joseph M. Jayson                       August 8, 1997  
      ------------------------------            ------------------------
      Joseph M. Jayson,                         Date
      President and Director



      /s/Michael J. Colmerauer                  August 8, 1997  
      ------------------------------            ------------------------
      Michael J. Colmerauer                     Date
      Secretary














<TABLE> <S> <C>

<ARTICLE> 5

<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENTS OF REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP FOR THE
SIX MONTHS ENDED JUNE 30, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>

<MULTIPLIER> 1
        

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                          29,779    
<SECURITIES>                                         0    
<RECEIVABLES>                                        0    
<ALLOWANCES>                                         0    
<INVENTORY>                                          0    
<CURRENT-ASSETS>                               199,579    
<PP&E>                                       2,977,379    
<DEPRECIATION>                               1,814,334    
<TOTAL-ASSETS>                               1,533,910    
<CURRENT-LIABILITIES>                        1,340,799    
<BONDS>                                      2,920,940    
                                0    
                                          0    
<COMMON>                                             0    
<OTHER-SE>                                           0    
<TOTAL-LIABILITY-AND-EQUITY>                 1,533,910    
<SALES>                                              0    
<TOTAL-REVENUES>                               325,121    
<CGS>                                                0    
<TOTAL-COSTS>                                  439,737    
<OTHER-EXPENSES>                                     0    
<LOSS-PROVISION>                                     0    
<INTEREST-EXPENSE>                             172,391    
<INCOME-PRETAX>                               (114,616)   
<INCOME-TAX>                                         0    
<INCOME-CONTINUING>                                  0    
<DISCONTINUED>                                       0    
<EXTRAORDINARY>                                220,000    
<CHANGES>                                            0    
<NET-INCOME>                                   105,384    
<EPS-PRIMARY>                                    33.65 
<EPS-DILUTED>                                        0    
                                                                          
                                                         

</TABLE>


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