REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
10-Q, 1998-05-20
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
March 31, 1998                                                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 March 31, 1998, 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 -
                           March 31, 1998 and December 31, 1997          3

                  Statements of Operations -
                           Three Months Ended March 31, 1998 and 1997    4

                  Statements of Cash Flows -
                           Three Months Ended March 31, 1998 and 1997    5

                  Statements of Partners' (Deficit) -
                           Three Months Ended March 31, 1998             6

                  Notes to Financial Statements                          7 - 13


PART II: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- -------  ----------------------------------------------------------- 
         AND RESULTS OF OPERATIONS                                      14 - 15
         -------------------------




                                       -2-
<PAGE>
                 REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
                 -----------------------------------------------
                                 BALANCE SHEETS
                                 --------------
                      March 31, 1998 and December 31, 1997
                      ------------------------------------
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                             March 31,                December 31,
                                                                               1998                       1997
                                                                               ----                       ----
<S>                                                                <C>                          <C> 
ASSETS
- ------                   
                                                       
Property, at cost:
     Land                                                            $         182,500           $        182,500
     Land improvements                                                         185,000                    185,000
     Buildings                                                               2,475,133                  2,475,133
     Furniture and fixtures                                                    164,141                    164,141
                                                                    ------------------         ------------------
                                                                             3,006,774                  3,006,774
     Less accumulated depreciation                                           1,753,995                  1,753,995
                                                                    ------------------         ------------------
          Property, net                                                      1,252,779                  1,252,779

Cash                                                                             9,342                          -
Cash - security deposits                                                        20,317                     30,154
Escrow deposits                                                                 51,178                    155,194
Prepaid expenses                                                                 8,484                     15,110
Mortgage costs, net of accumulated
         amortization of $33,971 and $32,536                                   166,980                    168,415
                                                                    ------------------         ------------------

            Total Assets                                            $        1,509,080         $        1,621,652
                                                                    ==================         ==================
LIABILITIES AND PARTNERS' (DEFICIT)
- ----------------------------------

Liabilities:
     Cash overdraft                                                 $                -         $          320,993
     Mortgages payable                                                       2,906,142                  2,914,486
     Accounts payable and accrued expenses                                     209,687                    232,164
     Accounts payable - affiliates                                           1,178,601                    780,706
     Accrued interest                                                           21,796                     65,539
     Security deposits and prepaid rent                                         67,025                     42,969
                                                                    ------------------         ------------------
            Total Liabilities                                                4,383,251                  4,356,857
                                                                    ------------------         ------------------

Minority interest in consolidated
     joint venture                                                             117,011                    172,597
                                                                    ------------------         ------------------

Partners' Deficit
     General partners                                                         (969,227)                  (968,393)
     Limited partners                                                       (2,021,955)                (1,939,409)
                                                                    ------------------         ------------------
           Total Partners' Deficit                                          (2,991,182)                (2,907,802)
                                                                    ------------------         ------------------

           Total Liabilities and Partners' (Deficit)                $        1,509,080         $        1,621,652
                                                                    ==================         ==================
</TABLE>

                        See notes to financial statements

                                       -3-

<PAGE>
                 REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
                 -----------------------------------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                   Three Months Ended March 31, 1998 and 1997
                   ------------------------------------------
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                       Three Months               Three Months
                                                                           Ended                      Ended
                                                                         March 31,                  March 31,
                                                                           1998                       1997
                                                                           ----                       ----
<S>                                                                 <C>                        <C>   
Income:
                                                                   
     Rental                                                         $          144,562         $          156,659                   
     Interest and other income                                                   7,513                     10,461
                                                                    ------------------         ------------------
     Total income                                                              152,075                    167,120
                                                                    ------------------         ------------------
Expenses:
     Property operations                                                       151,060                     86,091
     Interest:
          Paid to affiliates                                                    26,575                     20,190
          Other                                                                 65,426                     65,862
     Depreciation and amortization
     Administrative:
          Paid to affiliates                                                    29,651                     15,918
          Other                                                                 16,893                     11,787
                                                                    ------------------         ------------------
     Total expenses                                                            291,041                    231,453
                                                                    ------------------         ------------------
Loss before allocation
     to minority interest                                                     (138,966)                   (64,333)

Loss allocated to minority interest                                             55,586                     22,548
                                                                    ------------------         ------------------

Net loss                                                            $          (83,380)        $          (41,785)
                                                                    ==================         ==================

Loss per limited partnership unit                                   $           (26.63)        $           (13.34)
                                                                    ==================         ==================
Distributions per limited partnership unit                                                                                          
                                                                    $                -         $                -
                                                                    ==================         ==================
Weighted average number
  of limited partnership units
  outstanding                                                                    3,100                      3,100
                                                                    ==================         ==================
</TABLE>
                        See notes to financial statements

                                       -4-

<PAGE>
                 REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
                 -----------------------------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
                   Three Months Ended March 31, 1998 and 1997
                   ------------------------------------------
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          Three Months               Three Months
                                                                              Ended                      Ended
                                                                            March 31,                  March 31,
                                                                              1998                       1997
                                                                              ----                       ----
<S>                                                                 <C>                        <C>   
Cash flow from operating activities:
     Net loss                                                       $          (83,380)        $          (41,785)
                                                                                     
Adjustments to reconcile net loss to net cash
     (used in) operating activities:
     Depreciation and amortization                                               1,436                     31,605
     Minority interest share of net loss                                       (55,586)                   (22,548)
Changes in operating assets and liabilities:
     Cash - security deposits                                                    9,837                       (185)
     Escrow deposits                                                           104,016                    (33,177)
     Prepaid expenses                                                            6,626                      7,783
     Accounts payable and accrued expenses                                     (22,477)                   (16,581)
     Accrued interest                                                          (43,743)                     1,379
     Security deposits and prepaid rent                                         24,056                     (3,729)
                                                                    ------------------         ------------------
Net cash (used in) operating activities                                        (59,215)                   (77,238)
                                                                    ------------------         ------------------
Cash flow from investing activities:
     Property additions and net cash
     provided by investing activities                                                -                          -
                                                                    ------------------         ------------------
Cash flows from financing activities:
     Cash overdraft                                                                  -                     85,909
     Accounts payable - affiliates                                             397,894                     (4,060)
     Principal payments on mortgage(s)                                          (8,344)                    (4,611)
     Mortgage costs                                                                  -                          -
                                                                    ------------------         ------------------
Net cash provided by financing activities                                      389,550                     77,238
                                                                    ------------------         ------------------

Increase (decrease) in cash                                                    330,335                          -

Cash - beginning of period                                                    (320,993)                         -
                                                                    ------------------         ------------------

Cash - end of period                                                 $           9,342          $               -
                                                                    ==================         ==================
Supplemental Disclosure of Cash Flow
Information:
     Cash paid for interest                                         $          65,426           $          84,673
                                                                    ==================         ==================
</TABLE>
                        See notes to financial statements

                                       -5-
<PAGE>
                 REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
                 -----------------------------------------------
                        STATEMENTS OF PARTNERS' (DEFICIT)
                        ---------------------------------
                        Three Months Ended March 31, 1998
                        ---------------------------------
                                   (Unaudited)
                                   -----------
<TABLE>
<CAPTION>


                                         General                       Limited Partners
                                        Partners
                                         Amount                 Units                   Amount
                                         ------                 -----                   ------
<S>                                 <C>                               <C>          <C>              
Balance, January 1, 1998            $        (968,393)                3,100        $     (1,939,409)
                                                     

Net loss
                                                 (834)                    -                 (82,546)
                                    ------------------      ---------------        -----------------
Balance, March 31, 1998             $        (969,227)                3,100        $     (2,021,955)
                                    ==================      ===============        =================

</TABLE>





                        See notes to financial statements

                                       -6-

<PAGE>
                 REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP
                 -----------------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                   Three Months Ended March 31, 1998 and 1997
                   ------------------------------------------
                                   (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 three months ended March
         31, 1998 and 1997 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
         --------------------------------------

         RealmarkProperty 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 three
         month period ended March 31, 1998, Section 704(b) was not applicable.

                                       -7-
<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
         ------------------------------------------

         Use of Estimates
         ----------------

         The preparation of financial statements in conformity with generally
         accepted accounting priniples requires management to make estimates and
         assumptions that affect the reported amounts of assests and liabilities
         and disclosure of contingent assets an liabilities at the date of the
         financial statements and the reported amounts of revenues and expenses
         during the reporting period. Actual results could differ from those
         estimates.

         Cash
         ----

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

         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.


                                       -8-


<PAGE>

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

         Mortgage Costs
         --------------

         Mortgage costs incurred in obtaining property mortgage financing hace
         been deferred and are being amortized over the term of the mortgage
         using the straight line method.

         Property and depreciation
         -------------------------

         Depreciation is provided using the straight-line method over the
         estimated useful lives of the respective assets and totaled $70,290 and
         $118,702 for the years ended December 31, 1996 and 1995, respectively.
         No depreciation was recorded in the year ended December 31, 1997. The
         estimated useful lives of the Partnership's assets range from 5 to 25
         years. 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.

         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.

         Accrued Rent Receivable
         -----------------------

         Due to the nature of accrued rent receivable, all such receivables are
         fully reserved for as of March 31, 1998 and 1997.


                                       -9-



<PAGE>

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.

         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.

         In connection with the pending sale, the Partnership has received
         $220,000 in non-refundable deposits, of which $47,200 is represented by
         a note receivable from the buyer.

5.       MORTGAGES PAYABLE
         -----------------

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

         On May 5, 1992, the Partnership's first and second mortgages on
         Carriage House of Englewood 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 $8,135. The balance of the mortgage at March 31, 1998
         $2,906,142. The mortgage is secured by all of the assets of Carriage
         House of Englewood.

         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. 

                                      -10-


<PAGE>
         MORTGAGES PAYABLE (CONTINUED) 
         ----------------------------

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

               Year                                                 Amount      
               ----                                                 ------      
               1998                                                  20,871     
               1999                                                  22,829     
               2000                                                  24,970     
               2001                                                  27,312     
               2002                                                  29,901     
               Thereafter                                         2,780,259     
                                                                -----------     
               TOTAL                                            $ 2,906,142     
                                                                ===========     
              

6.       FAIR VALUE OF FINANCIAL INSTRUMENTS
         -----------------------------------

         Statement of Financial Accounting Standards No. 107 requires dislosure
         about fair value of certain financial instruments. The fair value of
         cash, accounts receivable, accounts receivable - affiliates, accounts
         payable - affiliates, accounts payable, accrued expenses and deposit
         liabilities approximate the carrying value due to the short-term mature
         of these instruments.

7.       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. Carriage House of Englewood incurred a net loss of
         $83,380 for the quarter ended March 31, 1998.

                                      -11-


<PAGE>
         MINORITY INTEREST OF RELATED PARTY IN CARRIAGE HOUSE OF ENGLEWOOD JOINT
         -----------------------------------------------------------------------
         VENTURE (CONTINUED)
         ------------------

         A reconciliation of the minority interest share in Carriage House of
         Englewood joint venture is as follows:

         Balance, January 1                                   $ 172,597        
         Capital contribution                                         -        
         Allocated loss                                         (55,586)       
                                                              ---------        
         Balance, March 31                                    $ 117,011        
                                                              =========        

8.       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 $8700 for the three months ended March 31, 1998 and 1997,
         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 three months ended March 31, 1998 and 1997.

         Accountspayable - affiliates amounted to $1,178,601 at March 31, 1998.
         The payable represents fees due and advances from the General Partner.
         Interest charged on accounts payable - affiliates totaled $26,575 and
         $20,190 for the three month period ended March 31, 1998 and 1997,
         respectively.

         Pursuantto 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.

         Computerservice 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 $758 for the three month periods ended
         March 31, 1998 and 1997.

                                      -12-


<PAGE>

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

         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).


9.       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 three month periods ended March
         31, 1998 and 1997 as reported in the statements of operations, and as
         would be reported for tax purposes respectively, is as follows:

                                                                                
                                                    March 31,     March 31,     
                                                      1998          1997        
                                                      ----          ----        
         Net loss -                                                             
              Statement of operations               $ (86,672)    $   (41,785)  
         (Add to)  deduct from:                                                 
              Difference in depreciation                    -           8,779   
              Difference in amortization                1,436               -   
              Difference in bad debt reserve                -           7,130   
              Tax adjustment - Joint Venture                -               -   
                                                 ------------   -------------   
                                                                                
         Net loss for tax purposes                  $ (85,236)    $   (25,876)  
                                                 ============   =============   
                                                                                
         
                                      -13-

<PAGE>


         INCOME TAXES (CONTINUED)
         -----------------------

         The reconciliation of partners' (deficit) at March 31, 1998 and
         December 31, 1997 as reported in the balance sheets, and as reported
         for tax purposes, is as follows:

                                                 March 31,        December 31,  
                                                   1998               1997      
                                                   ----               ----      
         Partners' (Deficit) - balance sheet   $ (3,292,086)     $ (3,089,361)  
          Add to (deduct from):                                                 
               Accumulated difference in                                        
               depreciation                        (951,776)        ( 951,776)  
               Accumulated amortization             241,436           240,000   
               Syndication fees                     248,000           248,000   
               Reserve for bad debts                 75,683            75,683   
               Tax Basis Adjustment                                             
               - Joint Venture                      (17,085)          (17,085)  
               Other                                  1,711             1,711   
                                             --------------   ---------------   
                                                                                
          Partners' (Deficit) - tax return     $ (3,694,117)     $ (3,492,828)  
                                             ==============   ===============   
                        


                                     - 14 -


<PAGE>

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

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

         The Partnership continued to struggle financially during the first
         quarter of 1998 with declining receipts due to lower occupancy and
         poorer cash collections. The partnership is still operating with cash
         flow shortages, with the General Partner advancing funds to the
         Partnership to cover shortfalls, 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 $1,178,601 as of March 31, 1998, all
         of which is payable on demand.

         The Partnership did not make any distributions during the three month
         periods ending March 31, 1998 and 1997, nor does it anticipate making
         any distributions in the near future due to the considerable financial
         obligations of the Partnership which must be attended to first. 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 of its mortgage. If the General Partner ceases to advance funds
         to the Partnership to cover any negative cash flow, the Partnership
         could lose the property in a foreclosure. At this time it is highly
         unlikely that the Limited Partners will receive any proceeds from the
         sale. The General Partner continues to market Carriage House of
         Englewood, the Partnership's one remaining property, to other buyers
         since the pending sale is subject to a number of contingencies.

         Management continues to communicate and work with the United States
         Department of Housing and Urban Development (HUD) for the release of
         escrowed funds to be used to do needed capital improvements to the
         property, such as roofing repairs and interior painting. Thus far, HUD
         and the mortgagor have assisted the Partnership with its cash needs
         through the release of escrowed funds, although they are under no
         obligation to do so and there is no guarantee that they will continue
         to do so.


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

         For the quarter ended March 31, 1998, the Partnership's net loss was
         $83,380 or $26.63 per limited partnership unit. Net loss for the
         quarter ended March 31, 1997, amounted to $41,785 or $13.34 per unit.

         Partnership revenue for the quarter ended March 31, 1998 totaled
         $152,075 which is a decrease of over $15,045 from the quarter ended
         March 31, 1997. The net change between the two periods is a direct
         result of a decrease in occupancy, increased concessions given to lease
         vacant units, and an increase in delinquencies at Carriage House of
         Englewood. Partnership revenues for the period ended March 31, 1997
         were $167,120. A decrease in rental income was responsible for the
         entire decrease in total revenues between the quarters ended March 31,
         1998 and 1997; such income decreased from $156,659 in 1997 to $144,562
         during the same quarter in 1998. The increase in other income can be
         attributed to an increase in security deposit forfeitures.

                                      -15-
<PAGE>

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

         For the three month period ended March 31, 1998, Partnership expenses
         totaled $151,060, an increase of $64,969 from the quarter ended March
         31, 1997. Increases in payroll and related expenses and repairs and
         maintenance resulting in an increase in total property operation
         expenses between the quarters ended March 31, 1998 and 1997. Insurance
         expense and real estate taxes remained fairly constant between the two
         quarters. Interest expense, depreciation and amortization fell for the
         two quarters.

         The Partnership is expecting the property operation expenses to
         increase slightly over the next several months as management continues
         to put emphasis on improving the property's appearance in order to
         lease up the vacant units. As the condition of the property improves,
         operations expenses should level out. Management is continuing to make
         every effort to reduce and/or control expenses in coming quarters.
         Administrative charges are also expected to level off as the property's
         performance improves; expenses that are indirectly tied to performance
         such as advertising and legal fees (i.e. collection fees) will decline
         as vacancies decrease and collections improve.

         For the three month period March 31, 1998, the tax basis loss was
         $85,236 or $27.50 per limited partnership unit compared to a tax loss
         of $25,876 or $8.26 per unit for the three month period ended March 31,
         1997.





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

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                          May 20, 1998
         -----------------------------               -----------------------
         Joseph M. Jayson,                                    Date
         Individual General Partner



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


By:      REALMARK PROPERTIES, INC.
         Corporate General Partner

         /s/ Joseph M. Jayson                          May 20, 1998
         ------------------------------              ------------------------
         Joseph M. Jayson,                                    Date
         President and Director



         /s/ Michael J. Colmerauer                     May 20, 1998
         ------------------------------              ------------------------
         Michael J. Colmerauer                                Date
         Secretary


                                      -18-



<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 three months ended March 31, 1998, and is qualified in its entirety
     by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1
       
<S>                                                         <C>
<PERIOD-TYPE>                                                 3-MOS
<FISCAL-YEAR-END>                                        DEC-31-1998
<PERIOD-START>                                           JAN-01-1998
<PERIOD-END>                                             MAR-31-1998
<CASH>                                                   29,659
<SECURITIES>                                                  0
<RECEIVABLES>                                                 0
<ALLOWANCES>                                                  0
<INVENTORY>                                                   0
<CURRENT-ASSETS>                                         89,321
<PP&E>                                                3,006,774
<DEPRECIATION>                                        1,753,995
<TOTAL-ASSETS>                                        1,509,080
<CURRENT-LIABILITIES>                                 1,477,109
<BONDS>                                               2,906,142
<COMMON>                                                      0
                                         0
                                                   0
<OTHER-SE>                                                    0
<TOTAL-LIABILITY-AND-EQUITY>                          1,509,080
<SALES>                                                       0
<TOTAL-REVENUES>                                        152,075
<CGS>                                                         0
<TOTAL-COSTS>                                           235,455
<OTHER-EXPENSES>                                              0
<LOSS-PROVISION>                                              0
<INTEREST-EXPENSE>                                       92,001
<INCOME-PRETAX>                                         (83,380)
<INCOME-TAX>                                                  0
<INCOME-CONTINUING>                                           0
<DISCONTINUED>                                                0
<EXTRAORDINARY>                                               0
<CHANGES>                                                     0
<NET-INCOME>                                            (83,380)
<EPS-PRIMARY>                                               (26.63)
<EPS-DILUTED>                                                 0
        

</TABLE>


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