REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
10-Q, 1997-01-03
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
September 30, 1996                                          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  September  30,  1996,  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 -
                  September 30, 1996 and December 31, 1995                 3

            Statements of Operations -
                  Three Months Ended September 30, 1996 and 1995           4

            Statements of Operations -
                  Nine Months Ended September 30, 1996 and 1995            5

            Statements of Cash Flows -
                  Nine Months Ended September 30, 1996 and 1995            6

            Statements of Partners' (Deficit) -
                  Nine Months Ended September 30, 1996 and 1995            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
                    September 30, 1996 and December 31, 1995
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                       September 30,       December 31,
                                                            1996               1995
                                                            ----               ----
<S>                                                      <C>             <C> 
ASSETS
- ------

Property, at cost:
     Land                                                $   182,500     $   182,500
     Land improvements                                       185,000         185,000
     Buildings                                             2,404,785       2,404,785
     Furniture and fixtures                                  164,141         164,141
                                                         -----------     -----------
                                                           2,936,426       2,936,426
     Less accumulated depreciation                         1,773,921       1,683,705
                                                         -----------     -----------
          Property, net                                    1,162,505       1,252,721

Cash                                                            --              --
Cash - security deposits                                      28,378          27,851
Escrow deposits                                              284,951         277,523
Mortgage costs, net of accumulated
     amortization of $25,358 and $21,052                     175,593         179,899
Other assets                                                   1,318          19,451
                                                         -----------     -----------

             Total Assets                                $ 1,652,744     $ 1,757,445
                                                         ===========     ===========


LIABILITIES AND PARTNERS' (DEFICIT)
- -----------------------------------

Liabilities:
     Cash overdraft                                      $   234,407     $    82,399
     Mortgages payable                                     2,934,775       2,947,711
     Accounts payable and accrued expenses                   220,071         178,445
     Accounts payable - affiliates                           872,589         874,484
     Accrued interest                                         22,022          22,108
     Security deposits and prepaid rent                       36,457          42,710
                                                         -----------     -----------
             Total Liabilities                             4,320,322       4,147,857
                                                         -----------     -----------

Minority interest in consolidated
     joint venture                                           292,774         393,817
                                                         -----------     -----------

Partners' (Deficit):
     General partners                                       (792,097)       (790,336)
     Limited partners                                     (2,168,254)     (1,993,893)
                                                         -----------     -----------
            Total Partners' (Deficit)                     (2,960,351)     (2,784,229)
                                                         -----------     -----------

            Total Liabilities and Partners' (Deficit)    $ 1,652,744     $ 1,757,445
                                                         ===========     ===========
</TABLE>

                        See notes to financial statements

                                       -3-

<PAGE>

                REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
                 Three Months Ended September 30, 1996 and 1995
                                   (Unaudited)

                                                     Three Months   Three Months
                                                         Ended          Ended
                                                    September 30,  September 30,
                                                         1996           1995
                                                         ----           ----

Income:
     Rental                                           $ 148,259       $ 180,213
     Interest and other income                           17,186          10,247
                                                      ---------       ---------
     Total income                                       165,445         190,460
                                                      ---------       ---------

Expenses:
     Property operations                                141,321         131,062
     Interest:
          Paid to affiliates                             18,646          19,179
          Other                                          69,664          66,477
     Depreciation and amortization                       31,507          30,594
     Administrative:
          Paid to affiliates                             24,799          22,651
          Other                                          23,276          20,036
                                                      ---------       ---------
     Total expenses                                     309,213         289,999
                                                      ---------       ---------

Loss before allocation
     to minority interest                              (143,768)        (99,539)

Loss allocated to minority interest                      55,832          31,373
                                                      ---------       ---------

Net loss                                              $ (87,936)      $ (68,166)
                                                      =========       =========

Loss per limited partnership unit                     $  (28.08)      $  (21.77)
                                                      =========       =========

Distributions per limited partnership unit            $    --         $    --
                                                      =========       =========

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
                  Nine Months Ended September 30, 1996 and 1995
                                   (Unaudited)

                                                      Nine Months    Nine Months
                                                         Ended          Ended
                                                    September 30,  September 30,
                                                         1996           1995
                                                         ----           ----

Income:
     Rental                                           $ 491,948       $ 541,356
     Interest and other income                           37,105          32,924
                                                      ---------       ---------
     Total income                                       529,053         574,280
                                                      ---------       ---------

Expenses:
     Property operations                                297,544         347,040
     Interest:
          Paid to affiliates                             61,913          58,071
          Other                                         202,089         199,697
     Depreciation and amortization                       94,522          91,996
     Administrative:
          Paid to affiliates                             46,656          43,552
          Other                                         103,494          76,923
                                                      ---------       ---------
     Total expenses                                     806,218         817,279
                                                      ---------       ---------

Loss before allocation
     to minority interest                              (277,165)       (242,999)

Loss allocated to minority interest                     101,043          71,364
                                                      ---------       ---------

Net loss                                              $(176,122)      $(171,635)
                                                      =========       =========

Loss per limited partnership unit                     $  (56.25)      $  (54.81)
                                                      =========       =========

Distributions per limited partnership unit            $    --         $    --
                                                      =========       =========

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
                  Nine Months Ended September 30, 1996 and 1995
                                   (Unaudited)

                                                     Nine Months    Nine Months
                                                         Ended          Ended
                                                    September 30,  September 30,
                                                           1996           1995
                                                           ----           ----

Cash flow from operating activities:
     Net loss                                           $(176,122)    $(171,635)

Adjustments to reconcile net loss to net cash
   (used in) operating activities:
     Depreciation and amortization                         94,522        91,996
     Minority interest share of net loss                 (101,043)      (71,364)
Changes in operating assets and liabilities:
     Cash - security deposits                                (527)         (280)
     Escrow deposits                                       (7,428)       (1,812)
     Other assets                                          18,133       (16,577)
     Accounts payable and accrued expenses                 41,627        48,169
     Accrued interest                                         (86)         --
     Security deposits and prepaid rent                    (6,253)       (1,350)
                                                        ---------     ---------
Net cash (used in) operating activities                  (137,177)     (122,853)
                                                        ---------     ---------

Cash flow from investing activities:
     Property additions and net cash
     provided by investing activities                        --            --
                                                        ---------     ---------

Cash flows from financing activities:
     Cash overdraft                                       152,008       104,703
     Accounts payable - affiliates                         (1,895)       28,902
     Principal payments on mortgage(s)                    (12,936)      (11,826)
     Mortgage costs                                          --            --
                                                        ---------     ---------
Net cash provided by financing activities                 137,178       121,779
                                                        ---------     ---------

Increase (decrease) in cash                                  --          (1,074)

Cash - beginning of period                                   --           1,074
                                                        ---------     ---------

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


Supplemental Disclosure of Cash Flow Information:
     Cash paid for interest                             $ 202,003     $ 199,697
                                                        =========     =========
                        See notes to financial statements

                                       -6-

<PAGE>

                 REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
                        STATEMENTS OF PARTNERS' (DEFICIT)
                  Nine Months Ended September 30, 1996 and 1995
                                   (Unaudited)


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

Balance, January 1, 1995             $  (788,062)          3,100    $(1,768,771)

Net loss                                  (1,716)           --         (169,919)
                                     -----------     -----------    -----------

Balance, September 30, 1995          $  (789,778)          3,100    $(1,938,690)
                                     ===========     ===========    ===========


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

Net loss                                  (1,761)           --         (174,361)
                                     -----------     -----------    -----------

Balance, September 30, 1996          $  (792,097)          3,100    $(2,168,254)
                                     ===========     ===========    ===========


























                        See notes to financial statements

                                       -7-


<PAGE>

                 REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                  Nine Months Ended September 30, 1996 and 1995
                                   (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 nine months ended  September 30, 1996 and 1995 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,  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 nine month period ended
     September 30, 1996, 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
     (Gold  Key  I)  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>

5.   MORTGAGES PAYABLE

     Gold Key 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  September  30, 1996 and 1995 was  $2,934,775  and  $2,951,833,
     respectively.  The mortgage is secured by all of the assets of the Gold Key
     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
             ----                               ------

             1996                               $    17,444
             1997                                    19,080
             1998                                    20,871
             1999                                    22,829
             2000                                    24,970
             Thereafter                           2,842,517
                                                  ---------

             TOTAL                              $ 2,947,711
                                                ===========

6.   MINORITY INTEREST OF RELATED PARTY IN GOLD KEY 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 the Gold
     Key  Apartment  complex  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.



                                      -11-

<PAGE>

     MINORITY INTEREST OF RELATED PARTY IN GOLD KEY JOINT VENTURE (CONTINUED)

     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 Gold Key  Joint
     Venture is as follows:

      Balance, January 1                                   $ 393,817
      Capital contribution                                      -
      Allocated loss                                        (101,043)
                                                          ----------
      Balance, September 30,                               $ 292,774
                                                          ==========

7.   RELATED PARTY TRANSACTIONS

     Management  fees  for the  Gold  Key  complex  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  $25,962
     and  $28,021  for the nine  months  ended  September  30,  1996  and  1995,
     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 nine  months
     ended September 30, 1996 and 1995.

     Accounts  payable  -  affiliates  amounted  to  $872,589  and  $822,969  at
     September 30, 1996 and 1995, respectively.  The payable represents fees due
     and advances from the General Partner. Interest charged on accounts payable
     - affiliates  totaled  $28,003 and $58,071 for the nine month periods ended
     September 30, 1996 and 1995, respectively.

     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.










                                      -12-

<PAGE>

     RELATED PARTY TRANSACTIONS (CONTINUED)

     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  $2,370  for the nine  month  periods  ended
     September 30, 1996 and 1995.

     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.

     The  reconciliation  of net loss for the nine month periods ended September
     30, 1996 and 1995 as reported in the statements of operations, and as would
     be reported for tax purposes respectively, is as follows:

                                               September 30,      September 30,
                                                   1996              1995
                                                   ----              ----
      Net loss -
           Statement of operations              $ (176,122)       $ (171,635)
      (Add to)  deduct from:
           Difference in depreciation               29,322          ( 10,875)
           Difference in amortization                 -                3,878
           Difference in bad debt reserve           16,140             2,360
           Tax adjustment - Joint Venture         (  4,497)            1,050
                                                ----------        ---------- 
      Net loss for tax purposes                 $ (135,157)       $ (175,222)
                                                ==========        ========== 




                                      -13-

<PAGE>

     INCOME TAXES (CONTINUED)

     The  reconciliation  of  partners'  (deficit)  at  September  30,  1996 and
     December  31, 1995 as reported in the balance  sheets,  and as reported for
     tax purposes, is as follows:

                                           September 30,            December 31,
                                                1996                    1995
                                                ----                    ----

      Partners' (Deficit) - balance sheet $ (2,960,351)           $  (2,784,229)
       Add to (deduct from):
            Accumulated difference in
            depreciation                    (  966,348)              (  995,670)
            Accumulated amortization           240,000                  240,000
            Syndication fees                   248,000                  248,000
            Reserve for bad debts               56,172                   40,032
             Tax Basis Adjustment
             - Joint Venture                   (21,582)                 (17,085)
            Other                              (14,080)                 (14,080)
                                          ------------             ------------

       Partners' (Deficit) - tax return   $ (3,418,189)            $ (3,283,032)
                                          ============             ============ 


9.   PENDING SALES

     On July 16, 1996 the Corporate  General  Partner entered into a contract on
     behalf of the Partnership to sell the Gold Key Apartments for a sales price
     of $3,700,000. The contract is subject to a number of contingencies as were
     described in Form 8-K filed on July 31,  1996.  No firm closing date on the
     sale has been established to date.





















                                      -14-

<PAGE>

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

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

The Partnership had another poor quarter  financially  with losses  amounting to
more than was projected.  The General Partner  continues to advance funds to the
Partnership, although under no obligation to do so. As of September 30, 1996 the
General Partner has advanced $872,589,  all of which is payable on demand. There
is no assurance  that the General  Partner will continue to fund the  operations
and cash shortfalls of this partnership.

The  Partnership  did not make any  distributions  during the nine month periods
ending  September  30,  1996  and  1995,  nor  does  it  anticipate  making  any
distributions   until  the  remaining  property  is  sold  and  all  Partnership
obligations  are  satisfied.  As was the case in  previous  quarters  during the
current year,  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 fortunate to
receive a release of funds from the property's  replacement  escrow reserve from
the United States  Department of Housing and Urban Development and the mortgagor
on the Gold Key  property.  This is seen as a  short-term  fix and  provided the
additional  cash needed to operate the property;  management is hoping that both
HUD and the  mortgagor  will  continue  to assist  until such time as  occupancy
increases or the pending sale of the  property  takes place.  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 September 30, 1996, the Partnership's net loss was $87,936
or $28.08 per limited partnership unit. Net loss for the quarter ended September
30,  1995,  amounted  to $68,166 or $21.77 per unit.  For the nine month  period
ended  September  30,  1996,  the net loss was  $176,122  or $56.25 per  limited
partnership unit as compared to $171,635 or $54.81 per limited  partnership unit
for the nine month period ended September 30, 1995.

Partnership  revenue for the quarter ended September 30, 1996 totaled  $165,445,
which is a decrease of $25,015 from the quarter ended  September  30, 1995.  The
change  between  the two  years  is  primarily  attributable  to a  decrease  in
occupancy at Gold Key; the property has also incurred some collection  problems,
which management is currently  looking into.  Partnership  rental income for the
quarter ended September 30, 1996 was $148,259.  Rental income decreased  $31,954
between the quarter ended September 30, 1996 and 1995. For the nine month period
ended September 30, 1996,  Partnership  revenue totaled  $529,053 as compared to
$574,280 for the same period in the previous year.



                                      -15-

<PAGE>

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

For the three month  period  ended  September  30,  1996,  Partnership  expenses
totaled  $309,213,  an increase  of just over  $19,000  from the  quarter  ended
September  30, 1995,  and an increase of slightly over $80,000 from the previous
quarter in 1996. For the nine month period ended  September 30, 1996, a decrease
of approximately  $11,000 was seen in expenses as compared to the same period in
1995. As was true last quarter,  decreases in payroll,  repairs and  maintenance
and  contracted  services  throughout  the  partnership  continue  to  result in
decreases in operating expenses,  while substantially higher advertising,  legal
fees  and  portfolio  management  and  accounting  charges  resulted  in  higher
administrative  expenses. The increase in administrative  expenses was primarily
due to activities, such as more aggressive advertising campaigns,  undertaken to
increase occupancies.

The  Partnership  expects  to  keep  incurring  higher  than  "normal"  property
operations  expenses  in  the  near  future  due to the  costs  associated  with
preparing  units  for  new  tenants  (i.e.  cleaning,  painting,  appliance  and
carpeting  costs).  Although  this  work is  necessary  in order to lease up the
apartment  complex,  management is trying to control  expenditures  so as not to
worsen the cash flow situation of the Partnership.  For example,  management has
been  able to obtain  large  price  discounts  on paint  and  carpeting  through
negotiations with large national  companies.  Additionally,  management has been
taking  advantage  of a surplus in its  replacement  escrow to fund some capital
improvements at the property.

For the nine month  period  ended  September  30,  1996,  the tax basis loss was
$135,157  or $43.16  per  limited  partnership  unit  compared  to a tax loss of
$175,222 or $55.96 per unit for the nine month period ended September 30, 1995.
























                                      -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
- -----------------------------------------

Exhibit 27 - Financial Data Schedule (Electronic filing only)

Reports on Form 8-K - None.
























                                      -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                       January 2, 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                       January 2, 1997  
      ------------------------------            ------------------------
      Joseph M. Jayson,                         Date
      President and Director



      /s/Michael J. Colmerauer                  January 2, 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
NINE MONTHS  ENDED  SEPTEMBER  30,  1996,  AND IS  QUALIFIED  IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          28,378
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0 
<INVENTORY>                                          0
<CURRENT-ASSETS>                               314,647   
<PP&E>                                       2,936,426  
<DEPRECIATION>                               1,773,921   
<TOTAL-ASSETS>                               1,652,744
<CURRENT-LIABILITIES>                        1,385,547
<BONDS>                                      2,934,775
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 1,652,744
<SALES>                                              0
<TOTAL-REVENUES>                               529,053
<CGS>                                                0
<TOTAL-COSTS>                                  806,218
<OTHER-EXPENSES>                               101,043
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             264,002
<INCOME-PRETAX>                               (176,122)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0 
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (176,122)
<EPS-PRIMARY>                                  (56.25)
<EPS-DILUTED>                                        0

        

</TABLE>


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