UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
Commission File Number:
33-19152
Exact name of Registrant as specified in its charter:
Florida Income Fund III, Limited Partnership
State or other Jurisdiction of incorporation or organization:
Delaware
I.R.S. Employer Identification Number:
65-0016187
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.
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FLORIDA INCOME FUND III, L.P.
INDEX
PART I PAGE NO.
FINANCIAL INFORMATION
Balance Sheets at June 30, 1997
and December 31, 1996 . . . . . . . . . . . . . . . . . . . 3
Statements of Income for the Three and Six
Months Ended June 30, 1997 and 1996 . . . . . . . . . . . . 4
Statements of Cash Flows for the Six
Months Ended June 30, 1997 and 1996 . . . . . . . . . . . . 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 through 6 . . . . . . . . . . . . . . . . . . . . . 9
PART III
Signatures. . . . . . . . . . . . . . . . . . . . . . . . .10
COVER PAGE
EXHIBIT 27 - Financial Data Schedule
PAGE 2<PAGE>
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<TABLE>
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PART I - FINANCIAL INFORMATION
FLORIDA INCOME FUND III, LIMITED PARTNERSHIP
BALANCE SHEETS (Unaudited)
June 30 Dec. 31
1997 1996
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash 504,827 101,108
Accts Recvable Trade, Net of Allowance
for Doubtful Accts of $20,566 for
6/30/97 and $19,457 for 12/31/96 363,200 346,767
Notes Receivable 0 0
Inventory 60,783 68,422
Prepaid Expenses and Other 13,142 201,608
__________ __________
Total Current Assets 941,952 717,905
Rental Properties
Abandonment 3,082,157 3,082,157
Rental Properties, (Net of accumulated
depreciation of $4,199,348 at
6/30/97 $4,562,574 at 12/31/96 14,748,898 15,073,430
Intangible Assets
Deferred Loan and
Organizational Costs Net 39,094 46,326
___________ __________
Total Assets 18,812,101 18,919,818
LIABILITIES & PARTNERS' CAPITAL
CURRENT LIABILITIES
Current Maturities of Notes Mtgs Payable 543,573 383,573
Accounts Payable, Trade 344,854 619,317
Accrued Expenses 348,250 702,971
Customer and Security Deposits 292,363 453,988
__________ __________
Total Current Liabilities 1,529,040 2,159,849
Mtgs Payable related to Rental Prpty Mgmt 3,200,000 3,200,000
Mtgs Payable, Less Current Maturities 5,026,497 5,380,758
PARTNERS' CAPITAL
General Partners Capital (38,189) (38,189)
Limited Partners Capital 7,941,457 8,217,400
Net Income 1,153,296 0
__________ __________
Total Partners' Equity 9,056,564 8,179,211
Total Liabilities & Partners' Capitl 18,812,101 18,919,818
</TABLE>
See Accompanying Notes to the Financial Statements
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<TABLE>
<CAPTION>
FLORIDA INCOME FUND III, LIMITED PARTNERSHIP
STATEMENTS OF INCOME
(Unaudited)
For Three Months Ended For Six Months Ended
06/30/97 06/30/96 06/30/97 06/30/96
______________________ ____________________
<S> <C> <C> <C> <C>
REVENUES:
Rental Income 2,503,643 2,599,771 6,170,907 6,141,012
Interest Income 6,252 5,513 7,745 10,353
_________ __________ _________ _________
Total Revenues 2,509,895 2,605,284 6,178,652 6,151,365
COSTS AND EXPENSES:
Property Operating
Expenses 2,045,981 2,020,869 4,221,676 4,092,431
Real Estate Taxes 48,525 70,011 97,050 139,326
Interest Expense 143,147 233,722 298,161 473,514
Depreciation 200,056 215,797 401,238 418,467
Amortization 4,179 4,178 7,231 8,357
_________ _________ _________ _________
Total Expenses 2,441,888 2,544,577 5,025,356 5,132,095
Net Income (Loss) 68,007 60,707 1,153,296 1,019,270
</TABLE>
See Accompanying Notes to the Financial Statements
PAGE 4<PAGE>
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<TABLE>
<CAPTION>
FLORIDA INCOME FUND III, LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
For The Six Months Ended
6/30/97 6/30/96
_________ __________
<S> <C> <C>
Cash flows from operating activities:
Net Income 1,153,296 1,019,270
Adjustments to reconcile net income to
net cash provided by operations:
Depreciation & Amortization 408,469 426,824
(Increase) decrease in Accts recvble (16,432) 100,539
Prepaid expenses and other 188,466 (44,408)
Inventory 7,639 (5,153)
Increase (decrease) in:
Accounts payable and Accrued expense (629,184) (44,408)
Customer & security deposits (161,625) (299,616)
________ _________
Net Cash flows provided by operating
activities 950,629 1,153,159
Cash flows from investing activities:
Acquisition of and improvements to
rental properties (76,706) (177,302)
_________ _________
Net cash used in investing activities (76,706) (177,302)
Cash flows from financing activities:
Partner distributions paid (275,943) (406,606)
Repayment of long term borrowing (194,261) (176,046)
_________ _________
Net cash flows used by financing
activities (470,204) (582,652)
Net increase (decrease) in cash 403,719 393,205
Cash December 31 101,108 164,966
Cash June 30 504,827 558,171
</TABLE>
See Accompanying Notes to the Financial Statements
PAGE 5<PAGE>
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FLORIDA INCOME FUND III, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997
(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 a 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, 1996.
In management's opinion, all adjustments have been made to the financial
statements necessary for a fair presentation of interim periods
presented.
NOTE 2 - RELATED PARTY TRANSACTIONS
The General Partner and their affiliates are 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 $762,273 were incurred during the second quarter of 1997. This
compares to $902,282 of costs that were incurred during the second
quarter of 1996. An affiliate company, South Seas Resorts Company,
Inc., pays the payroll and related benefits and charges them back to the
Pink Shell. South Seas Resorts Company, Inc. also provides room
reservation services for the resort. During the quarter, the
Partnership incurred $150,877 in management fees in accordance with the
Partnership agreement. This compares to $222,213 in management fees
which were incurred during the second quarter of 1996.
NOTE 3 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity
The Partnership's cash position, including interest bearing deposits at
June 30, 1997, was $504,827. This compares to its cash position of
$101,108 at December 31, 1996. The Partnership's cash position at June
30, 1996, was $558,171.
PAGE 6<PAGE>
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Liquidity - Continued
For the six months ended June 30, 1997, the Partnership's cash increased
$403,719. The increase in cash was due to cash flow from operations of
$950,629; cash outlays for capital improvements of $76,706; cash outlays
for partner distributions of $275,943; and net repayment of long term
debt of $194,261.
The Partnership's total investment in properties for its portfolio at
June 30, 1997, was $22,794,867. This compares to its total property
investment of $22,718,161 at December 31, 1996.
On November 27, 1996, the Partnership defaulted under the terms of a
$3,200,000 mortgage loan on the Walsingham Commons Shopping Center. The
Partnership agreed to the appointment of a receiver on the Walsingham
Commons on February 3, 1997. All rights, powers, interests and
obligations in Walsingham Commons have been transferred to the receiver
as of November 27, 1996. The outstanding mortgage balance $3,200,000 is
nonrecourse and will be satisfied upon the final judgment of
foreclosure. Details of this transaction were provided in an 8-K filed
on April 15, 1997.
This action was taken in response to a declining rental market in the
area of Largo, FL where this property is located. The subject
neighborhood has been declining and losing many of the long term tenants
to newer buildings located in more desirable areas of Pinellas County.
This has resulted in a high supply of vacant space versus very low
demand which has in turn led to reduced rental rates. The General
Partner was of the opinion that the problem is long term and felt it was
economically prudent to default on the mortgage loan to eliminate the
negative cash flow being generated by the property.
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 has entered into long term leases with 42 condominium
unit owners. This enables the Partnership to include the 42 units in
its resort rental operation. The Partnership pays a minimum annual
rental of $25,000 in 12 equal monthly installments to each unit owner
for a total minimum annual rental of $1,050,000. In addition, the
Partnership pays the owner an amount by which 42.5% of the annual gross
rental income generated by the lessee from the unit exceeds the amount
of annual base rent paid. These leases expire at various times between
December 31, 2000, and December 31, 2005.
PAGE 7
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Capital Resources - Continued
The Partnership paid down $194,261 of principal on long term borrowings
during the six month period. Partnership debt as of June 30, 1997, was
$8,770,070 as compared to $8,964,331 as of December 31, 1996.
Also during the six months, the Partnership paid $76,706 for
improvements at the Pink Shell in order to refurbish the units and to
meet Best Western requirements.
Results of Operations
The Partnership had net income of $1,153,296 for the six months ended
June 30, 1997. This compares with net income of $1,019,270 for the six
month period ended June 31, 1996. The increase in net income is due to
revenues increasing by $27,287, property operating expenses increasing
by $159,245, real estate taxes decreasing by $42,276, interest expense
decreasing by $175,353 and depreciation and amortization decreasing by
$18,355.
Pink Shell's revenues increased $293,301 due to increased room rates and
higher occupancy. Room revenue increased $248,288, store revenue
increased $34,288, and other revenues increased $10,726. Interest
income decreased $1,493 due to a smaller amount of funds being invested
in short term Government Securities.
Property operating expenses have increased for the six months by
$129,245. The Primary increases are in the operations of the Pink
Shell. Guaranteed payments to owners have increased $25,135 compared to
the first six months of 1996. This is due to the lease back agreements
signed with the 42 unit condominium owners. Marketing expenses have
decreased $5,695 and insurance has increased $28,537. Other operating
expense increases are in relation to the increased occupancy and room
revenue. The resort has moved to daily housekeeping in order to meet
guest expectations and Best Western affiliation requirements.
Real Estate Taxes have decreased $42,276 which reflects the abandonment
of Walsingham Commons.
Interest expense decreased by $175,353 due to the Partnership having a
lower amount of debt, and due to the abandonment of Walsingham Commons.
Depreciation and amortization have decreased $18,355.
PAGE 8<PAGE>
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PART II
OTHER INFORMATION
FLORIDA INCOME FUND III, 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>
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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 III, LIMITED PARTNERSHIP
MARINER CAPITAL MANAGEMENT, INC.
MANAGING GENERAL PARTNER
(Registrant)
8/12/97 By: /s/ LAWRENCE A. RAIMONDI
--------------------------------
Lawrence A. Raimondi
President, Director and CEO
Mariner Capital Management, Inc.
(Principal Executive Officer)
8/12/97 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 504,827
<SECURITIES> 0
<RECEIVABLES> 383,766
<ALLOWANCES> 20,566
<INVENTORY> 60,783
<CURRENT-ASSETS> 941,952
<PP&E> 22,794,867
<DEPRECIATION> 4,963,812
<TOTAL-ASSETS> 18,812,101
<CURRENT-LIABILITIES> 1,529,040
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 18,812,101
<SALES> 0
<TOTAL-REVENUES> 6,178,652
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,727,195
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 298,161
<INCOME-PRETAX> 1,153,296
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,153,296
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,153,296
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
