UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR PERIOD ENDING SEPTEMBER 30, 1996
Commission File Number:
33-04345
Exact name of Registrant as specified in its charter:
Florida Income Fund II, Limited Partnership
State or other Jurisdiction of incorporation or organization:
Ohio
I.R.S. Employer Identification Number: 33-1168320
Address of Principal Executive Offices:
12800 University Drive, Ste 675
Fort Myers, FL 33907
Registrant's Telephone Number, including Area Code:
(941) 481-2011
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
The registrant 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 has been subject
to such filing requirements for the past 90 days.
PAGE 1<PAGE>
FLORIDA INCOME FUND II, L.P.
INDEX
PAGE NO.
PART I
FINANCIAL INFORMATION
Balance Sheets at September 30 1996
and December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . .3
Statements of Income for the Three and Nine
Months Ended September 30, 1996 and 1995. . . . . . . . . . . . . . . .4
Statements of Cash Flows for the Nine
Months Ended September 30, 1996 and 1995. . . . . . . . . . . . . . . .5
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . .6
Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . . .6-8
PART II
OTHER INFORMATION
Items 1 - 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
PART III
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
COVER PAGE
EXHIBIT 27 - Financial Data Schedule
PAGE 2<PAGE>
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
BALANCE SHEETS
(Unaudited)
Sept. 30, Dec. 31,
1996 1995
___________ ___________
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash 315,569 147,521
A/R Trade, Net of allowance for 86,348 65,238
doubtful accounts of $40,628
for Sept 30, 1996 and $38,181
for December 31, 1995)
Notes Receivable 12,348 52,854
Prepaid Expenses and Other 147,749 132,608
__________ __________
Total Current Assets 562,014 398,221
RENTAL PROPERTIES, NET OF
ACCUMULATED DEPRECIATION OF
$1,838,704 AT SEPT 30, 1996 AND
$4,048,938 AT DECEMBER 31, 1995 6,963,710 15,984,294
INTANGIBLE ASSETS
Deferred Loan Costs, Net 23,431 46,425
_________ __________
TOTAL ASSETS 7,549,155 16,428,940
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
Current Maturities of Notes
and Mortgages Payable 23,202 8,116,010
Accounts Payable 3,480 86,330
Accrued Expenses 174,598 86,724
Customer & Security Deposits 71,178 182,480
_________ __________
TOTAL CURRENT LIABILITIES 272,458 8,471,544
NOTES AND MORTGAGES PAYABLE 2,462,852 2,480,347
PARTNERS' CAPITAL
General Partners' Capital (187,203) (173,745)
Limited Partners' Capital 165,648 5,650,794
Net Income 4,835,400 -0-
_________ __________
TOTAL PARTNERS' EQUITY 4,813,845 5,477,049
TOTAL LIABILITIES
AND PARTNERS' CAPITAL 7,549,155 16,428,940
</TABLE>
See Accompanying Notes to the Financial Statements
PAGE 3<PAGE>
<PAGE>
<TABLE>
<CAPTION>
FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
STATEMENTS OF INCOME
(Unaudited)
For Three Months Ended For Nine Months Ended
09/30/96 09/30/95 09/30/96 09/30/95
________ ________ _________ _________
<S> <C> <C> <C> <C>
REVENUES:
Sales Proceeds 12,000,000 -0- 13,950,000 -0-
Rental Income 268,115 664,911 1,609,161 2,147,966
Interest Income 4,043 1,064 30,465 3,098
__________ _______ __________ _________
Total Revenues 12,272,158 665,975 15,589,626 2,151,064
EXPENSES:
Cost of Sales and
Closing Costs 7,584,726 -0- 9,186,517 -0-
Property Operating
Expenses 202,412 191,348 581,627 663,241
Real Estate Taxes 31,424 56,523 132,566 166,701
Interest Expense 59,503 256,036 537,732 763,208
Depreciation 55,260 133,699 291,876 401,097
Amortization 3,008 14,737 23,908 44,212
__________ _______ __________ _________
Total Expenses 7,936,333 652,343 10,754,226 2,038,459
NET INCOME 4,335,400 13,632 4,835,400 112,605
</TABLE>
See accompanying Notes to the Financial Statements
PAGE 4<PAGE>
<PAGE>
<TABLE>
<CAPTION>
FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS (Unaudited)
For Nine Months Ended
09/30/96 09/30/95
________ ________
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income 4,835,400 112,605
Adjustments to reconcile net income
to net cash provided by operations:
Depreciation & Amortization 315,784 445,309
Cost of Sales 8,725,004 -0-
(Increase) decrease in receivables 19,396 ( 25,660)
(Increase) decrease in prepaid
expenses and other ( 15,141) ( 71,008)
Increase (decrease) accounts payable
and accrued expenses 5,624 29,340
Increase (decrease) in customer
and security deposits ( 111,302) ( 4,582)
Net cash flow provided by operating ____________ _________
activities 13,774,765 486,004
Cash flows from investing activities:
Improvements to rental properties -0- (119,931)
____________ _________
Net cash used in investing activities ( 119,931) (119,931)
Cash flows from financing activities:
Repayments of long-term borrowings ( 8,110,303) (165,287)
Partner distribution paid ( 5,496,414) (168,059)
____________ _________
Net cash flows used by financing activities (13,606,717) (333,346)
Net increase (decrease) in cash 168,048 32,727
Cash at beginning of year 147,521 93,321
Cash at September 30 315,569 126,048
</TABLE>
See accompanying Notes to the Financial Statements
PAGE 5<PAGE>
<PAGE>
FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements have been prepared in
accordance with the instructions to Form 10-Q and therefore do not
include all disclosures necessary for fair presentation of the
Partnership's financial position, results of operations and
statements of cash flows in conformity with generally accepted
accounting principles, as set forth in the Partnership's Form 10-K
for the period ended December 31, 1995, or any other interim
period. In management's opinion, all adjustments have been made to
the financial statements necessary for a fair presentation of the
interim periods presented.
NOTE 2 - RELATED PARTY TRANSACTIONS
During the three month period ended September 30, 1996, and
September 30, 1995, the Partnership incurred $3,657 and $40,467 in
property management fees paid to Mariner Capital Management, Inc.,
the Managing General Partner, in accordance with the Partnership
Agreement. These expenses are included in property expenses. The
General Partners and their affiliates are also entitled to
reimbursement of costs (including amounts of any salaries paid to
employees or its affiliates) directly attributable to the operation
of the Partnership that could have been provided by independent
parties. Costs amounting to $7,800 were incurred during the third
quarter of 1996. This compares to $59,925 of costs that were
incurred during the third quarter of 1995.
NOTE 3 - BALANCE SHEET
The Balance Sheet at December 31, 1995, has been taken from the
audited Financial Statements at that date.
NOTE 4 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION - RESULTS OF OPERATIONS
Liquidity
The Partnership's cash position, including interest bearing
deposits at September 30, 1996, was $315,569. This compares to its
cash position of $147,521 at December 31, 1995. At September 30,
1995, the Partnership's cash position, including interest bearing
deposits, was $126,048.
PAGE 6<PAGE>
<PAGE>
Liquidity - Continued
The increase in cash between December 31, 1995, and September 30,
1996, was due primarily to cash provided by operations of
$13,774,765 which includes the sale of Heritage Square Shopping
Center on Marco Island as previously reported in an 8-K filed on
January 26, 1996 and the sale of Town Center Shopping Center which
was reported in an 8-K filed July 1, 1996. Principal repayments of
$8,110,303 and partnership distributions of $5,496,414 were paid.
The Partnership's total investment in properties for its portfolio
at September 30, 1996, was $8,802,414. This compares to its total
property investment at December 31, 1995, of $20,033,232 and
$20,009,765 at September 30, 1995. This decline resulted primarily
from the sale of Heritage Square Shopping Center and Town Center
Shopping Center.
The sale of Town Center Shopping Center and Heritage Square
Shopping Center, both reported in an 8-K filed previously, resulted
in a material reduction in both partnership assets and partnership
debt.
Other than as discussed herein, there are no known trends, demands,
commitments, events or uncertainties that in management's opinion
will result or are reasonably likely to result in the registrant's
liquidity increasing or decreasing in any material way.
Capital Resources
The Partnership's outstanding debt as of September 30, 1996, was
$2,486,054. This compares to debt outstanding December 31, 1995,
of $10,596,357. The $8,110,303 decrease during the first nine
months was due primarily to repayment of loan balances of
$8,032,028 from proceeds of the sale of Heritage Square Shopping
Center and Town Center Shopping Center. The Partnership had
$10,651,239 of outstanding debt at September 30, 1995.
Results of Operations
As of September 30, 1996, the occupancy percentages for the Fund's
properties were as follows: Broadway Medical Center, 67%, Manatee
West Shopping Center, 68%, and Pinebrook Commons, 88%.
For the nine months ended September 30, 1996, rental income
decreased $538,805 as compared to the same period a year ago. The
decrease was attributable to selling Heritage Square and Town
Center Shopping Center, and increased vacancies in other assets as
compared to the same period one year ago.
For the nine months ended September 30, 1996, interest income
increased by $27,367 compared to the same period one year ago.
Property expenses decreased by $81,614 from a year ago primarily
due to the sale of Heritage Square and Town Center Shopping Center.
Real estate taxes have decreased to reflect anticipated assessments
for the year and the decrease due to the sale of Heritage Square
and Town Center Shopping Center.
PAGE 7<PAGE>
<PAGE>
Results of Operations - Continued
Interest expense has decreased $225,476 for the nine month period
ended September 30, 1996, as compared to a year ago. This decrease
is due to the partnership's debt decreasing from $10,596,357 at
December 31, 1995, to $2,486,054 as of September 30, 1996. The
partnership's debt as of September 30, 1995, was $10,651,239.
Depreciation and amortization have decreased $167,348 due to the
sale of Heritage Square and Town Center.
PAGE 8<PAGE>
<PAGE>
PART II
OTHER INFORMATION
FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
None
(B) REPORTS ON FORM 8-K
None
PAGE 9<PAGE>
<PAGE>
PART III
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.
FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
MARINER CAPITAL MANAGEMENT, INC.
MANAGING GENERAL PARTNER
(Registrant)
10/28/96 By: /s/ LAWRENCE A. RAIMONDI
--------------------------------
Lawrence A. Raimondi
President, Director and CEO
Mariner Capital Management, Inc.
(Principal Executive Officer)
10/28/96 By: /s/ JOE K. BLACKETER
--------------------------------
Joe K. Blacketer
Secretary/Treasurer
Mariner Capital Management, Inc.
(Principal Financial and Accounting Officer)
PAGE 10
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 315,569
<SECURITIES> 0
<RECEIVABLES> 126,976
<ALLOWANCES> 40,628
<INVENTORY> 0
<CURRENT-ASSETS> 562,014
<PP&E> 8,802,414
<DEPRECIATION> 1,838,704
<TOTAL-ASSETS> 7,549,155
<CURRENT-LIABILITIES> 272,458
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,549,155
<SALES> 15,559,161
<TOTAL-REVENUES> 15,589,626
<CGS> 9,186,517
<TOTAL-COSTS> 9,186,517
<OTHER-EXPENSES> 1,029,977
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 537,732
<INCOME-PRETAX> 4,835,400
<INCOME-TAX> 0
<INCOME-CONTINUING> 71,917
<DISCONTINUED> 4,763,483
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,835,400
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
