FLORIDA INCOME FUND II, L.P. INDEX PAGE NO. PART I FINANCIAL INFORMATION Balance Sheets at March 31 1996 and December 31, 1995. . . . . . . . . . . . . . . . . .2 Statements of Income for the Three Months Ended March 31, 1996 and 1995 . . . . . . . . . .3 Statements of Cash Flows for the Three Months Ended March 31, 1996 and 1995 . . . . . . . . . .4 Notes to Financial Statements. . . . . . . . . . . . . .5 Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . .5-7 PART II Other Information. . . . . . . . . . . . . . . . . . . .8 PART III Signatures . . . . . . . . . . . . . . . . . . . . . . .9 COVER LETTER EXHIBIT 27 - Financial Data Schedule PAGE 1 PART I - FINANCIAL INFORMATION FLORIDA INCOME FUND II, LIMITED PARTNERSHIP BALANCE SHEETS (Unaudited) March 31, Dec. 31, 1996 1995 ___________ ___________ ASSETS CURRENT ASSETS Cash 1,485,297 147,521 A/R Trade, Net of allowance for 37,897 65,238 doubtful accounts of $55,048 for March 31, 1996 and $38,181 for December 31, 1995) Notes Receivable 51,086 52,854 Prepaid Expenses and Other 165,085 132,608 ___________ ___________ Total Current Assets 1,739,365 398,221 RENTAL PROPERTIES, NET OF ACCUMULATED DEPRECIATION OF $3,727,907 AT MARCH 31, 1996 AND $4,048,938 AT DECEMBER 31, 1995 14,344,196 15,984,294 INTANGIBLE ASSETS Deferred Loan Costs, Net 33,835 46,425 __________ ___________ TOTAL ASSETS 16,117,396 16,428,940 LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES Current Maturities of Notes and Mortgages Payable 7,471,576 8,116,010 Accounts Payable 45,223 86,330 Accrued Expenses 73,213 86,724 Customer & Security Deposits 186,088 182,480 Deposit on Sale 100,000 -0- ___________ ___________ TOTAL CURRENT LIABILITIES 7,876,100 8,471,544 NOTES AND MORTGAGES PAYABLE 2,487,189 2,480,347 PARTNERS' CAPITAL General Partners' Capital (177,950) (173,745) Limited Partners' Capital 5,570,881 5,650,794 Net Income 361,176 -0- ___________ ___________ TOTAL PARTNERS' EQUITY 5,754,107 5,477,049 TOTAL LIABILITIES AND PARTNERS' CAPITAL 16,117,396 16,428,940 See Accompanying Notes to the Financial Statements PAGE 2 FLORIDA INCOME FUND II, LIMITED PARTNERSHIP STATEMENTS OF INCOME (Unaudited) For Three Months Ended 03/31/96 03/31/95 _________ _________ REVENUES: Sales Proceeds 1,950,000 -0- Rental Income 670,354 732,327 Interest Income 826 1,236 _________ _______ Total Revenues 2,621,180 733,563 EXPENSES: Cost of Sales & Closing Costs 1,601,791 -0- Property Operating Expenses 249,186 248,320 Real Estate Taxes 50,571 55,089 Interest Expense 229,131 253,236 Depreciation 118,308 133,699 Amortization 11,017 14,737 _________ _______ Total Expenses 2,260,004 705,081 NET INCOME 361,176 28,482 See accompanying Notes to the Financial Statements PAGE 3 FLORIDA INCOME FUND II, LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS (Unaudited) For Three Months Ended 03/31/96 03/31/95 ________ ________ Cash Flows From Operating Activities: Net Income 361,176 28,483 Adjustments to reconcile net income to net cash provided by operations: Depreciation & Amortization 129,325 148,436 Cost of Sales 1,521,791 -0- (Increase) decrease in receivables 29,109 16,294 (Increase) decrease in prepaid expenses and other (30,904) (31,305) Increase (decrease) accounts payable and accrued expenses (54,618) (61,035) Increase (decrease) in customer and security deposits 3,608 12,655 Net cash flow provided by operating _________ _________ activities 1,959,487 113,528 Cash flows from investing activities: Improvements to rental properties -0- (87,400) __________ _________ Net cash used in investing activities -0- (87,400) Cash flows from financing activities: Repayments of long-term borrowings (637,592) (56,141) Partner distribution paid (84,119) (56,079) Deposit on Sale 100,000 -0- __________ _________ Net cash flows used by financing activities (621,711) (112,220) Net increase (decrease) in cash 1,337,776 (86,092) Cash at beginning of year 147,521 93,321 Cash at March 31 1,485,297 7,229 See accompanying Notes to the Financial Statements PAGE 4 FLORIDA INCOME FUND II, LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS MARCH 31, 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 March 31, 1996, and March 31, 1995, the Partnership incurred $5,130 and $47,907 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 first quarter of 1996. This compares to $78,863 of costs that were incurred during the first 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 March 31, 1996, was $1,485,297. This compares to its cash position of $147,521 at December 31, 1995. At March 31, 1995, the Partnership's cash position, including interest bearing deposits, was $7,229. PAGE 5 Liquidity - Continued The increase in cash between December 31, 1995, and March 31, 1996, was due primarily to cash provided by operations of $1,959,487, which includes the sale of Heritage Square Shopping Center on Marco Island as previously reported in an 8-K filed on January 26, 1996, principal repayments of $637,592 and partnership distributions paid of $84,119. The Partnership's total investment in properties for its portfolio at March 31, 1996, was $18,072,103. This compares to its total property investment at December 31, 1995, of $20,033,232 and $19,977,233 at March 31, 1995. This decline resulted primarily from the sale of Heritage Square Shopping Center. A pending sale of Town Center Shopping Center, scheduled for the second quarter will result in a material reduction in both partnership assets, partnership debt and partnership liquidity. 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 March 31, 1996, was $9,958,765. This compares to debt outstanding December 31, 1995, of $10,596,357. The $637,592 decrease during the first three months was due to principal pay downs of $637,592. The Partnership had $10,760,385 of outstanding debt at March 31, 1995. In April 1996 the Partnership has a loan in the amount of $1,686,280 which will mature. This loan is secured by a first mortgage on Manatee West. Management is negotiating a partial paydown of approximately $1,200,000 of this loan from available cash with the balance of the loan due in June 1996. Management believes it will be successful in accomplishing this, based upon oral commitments by the lender. The remaining balance of that loan will then be paid from proceeds of the pending sale of Town Center in the second quarter. The Partnership has a loan which comes due in September 1996 in the amount of $5,773,296. The loan is secured by a first mortgage on Town Center and Broadway Medical Center. Management intends to satisfy this obligation with the proceeds from the sale of Town Center. PAGE 6 Results of Operations As of March 31, 1996, the occupancy percentages for the Fund's properties were as follows: Broadway Medical Center, 67%, Marco Town Center Mall, 82%, Manatee West Shopping Center, 68%, and Pinebrook Commons, 85%. For the three months ended March 31, 1996, rental income decreased $61,973 as compared to the same period a year ago. The decrease was attributable to selling Heritage Square during the three months ended March 31, 1996, and increased vacancies in other assets as compared to the same period one year ago. For the three months ended March 31, 1996, interest income decreased by $410. Property expenses increased by $866 from a year ago due to increased maintenance costs primarily at Town Center and final owner expenses associated with the sale of Heritage Square. Real estate taxes have decreased to reflect anticipated assessments for the year and the decrease due to the sale of Heritage Square. Interest expense has decreased $24,105 for the three month period ended March 31, 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 $9,958,765 as of March 31, 1996. The partnership's debt as of March 31, 1995, was $10,760,385. Depreciation and amortization have decreased $19,111 due to some costs being fully amortized in 1995. PAGE 7 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 8 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) 5/6/96 Lawrence A. Raimondi President and Director, and CEO Mariner Capital Management, Inc. (Principal Executive Officer) (SIGNATURE) 5/6/96 Joe K. Blacketer Secretary/Treasurer Mariner Capital Management, Inc. (Principal Financial and Accounting Officer) (SIGNATURE) PAGE 9