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 JUNE 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 FLORIDA INCOME FUND II, L.P. INDEX PAGE NO. PART I - FINANCIAL INFORMATION Balance Sheets at June 30 1996 and December 31, 1995 . . . . . . . . . . . . . . . . . . .3 Statements of Income for the Six Months Ended June 30, 1996 and 1995 . . . . . . . . . . . .4 Statements of Cash Flows for the Three and Six Months Ended June 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 LETTER EXHIBIT 27 - Financial Data Schedule EXHIBIT 99 - Form 8-K PAGE 2 PART I - FINANCIAL INFORMATION FLORIDA INCOME FUND II, LIMITED PARTNERSHIP BALANCE SHEETS (Unaudited) June 30, Dec. 31, 1996 1995 ___________ ___________ ASSETS CURRENT ASSETS Cash 1,624,418 147,521 A/R Trade, Net of allowance for 76,541 65,238 doubtful accounts of $46,442 for June 30, 1996 and $38,181 for December 31, 1995) Notes Receivable 38,449 52,854 Prepaid Expenses and Other 190,806 132,608 ___________ ___________ Total Current Assets 1,930,214 398,221 RENTAL PROPERTIES, NET OF ACCUMULATED DEPRECIATION OF $3,846,214 AT JUNE 30 1996 AND $4,048,938 AT DEC 31, 1995 14,225,889 15,984,294 INTANGIBLE ASSETS Deferred Loan Costs, Net 24,323 46,425 __________ __________ TOTAL ASSETS 16,180,426 16,428,940 LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES Current Maturities of Notes and Mortgages Payable 7,441,311 8,116,010 Accounts Payable 8,124 86,330 Accrued Expenses 152,307 86,724 Customer & Security Deposits 160,497 182,480 Deposit on Sale 130,000 -0- ___________ ___________ TOTAL CURRENT LIABILITIES 7,892,239 8,471,544 NOTES AND MORTGAGES PAYABLE 2,479,771 2,480,347 PARTNERS' CAPITAL General Partners' Capital (182,156) (173,745) Limited Partners' Capital 5,490,997 5,650,794 Net Income 499,575 -0- ___________ ___________ TOTAL PARTNERS' EQUITY 5,808,416 5,477,049 TOTAL LIABILITIES AND PARTNERS' CAPITAL 16,180,426 16,428,940 See Accompanying Notes to the Financial Statements PAGE 3 FLORIDA INCOME FUND II, LIMITED PARTNERSHIP STATEMENTS OF INCOME (Unaudited) For Three Months Ended For Six Months Ended 06/30/96 06/30/95 06/30/96 06/30/95 ________ ________ ________ ________ REVENUES: Sales Proceeds -0- -0- 1,950,000 -0- Rental Income 670,692 750,728 1,341,046 1,483,055 Interest Income 25,596 798 26,422 2,034 _______ _______ _________ _________ Total Revenues 696,288 751,526 3,317,468 1,485,089 EXPENSES: Cost of Sales and Closing Costs -0- -0- 1,601,791 -0- Property Operating Expenses 130,029 223,573 379,215 471,893 Real Estate Taxes 50,571 55,089 101,142 110,178 Interest Expense 249,098 253,936 478,229 507,172 Depreciation 118,308 133,699 236,616 267,398 Amortization 9,883 14,738 20,900 29,475 _______ _______ _________ _________ Total Expenses 557,889 681,035 2,817,893 1,386,116 NET INCOME 138,399 70,491 499,575 98,973 See accompanying Notes to the Financial Statements PAGE 4 FLORIDA INCOME FUND II, LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS (Unaudited) For Six Months Ended 06/30/96 06/30/95 __________ ________ Cash Flows From Operating Activities: Net Income 499,575 98,973 Adjustments to reconcile net income to net cash provided by operations: Depreciation & Amortization 257,516 296,873 Cost of Sales 1,517,585 -0- (Increase) decrease in receivables 3,102 ( 20,560) (Increase) decrease in prepaid expenses and other ( 58,198) ( 57,064) Increase (decrease) accounts payable and accrued expenses ( 11,422) ( 35,231) Increase (decrease) in customer and security deposits ( 21,983) ( 12,254) Net cash flow provided by operating ___________ _________ activities 2,186,175 270,737 Cash flows from investing activities: Improvements to rental properties -0- (115,366) ___________ _________ Net cash used in investing activities -0- (115,366) Cash flows from financing activities: Repayments of long-term borrowings ( 675,275) (111,681) Partner distribution paid ( 164,003) (111,980) Deposit on Sale 130,000 -0- ___________ _________ Net cash flows used by financing activities ( 709,278) (223,661) Net increase (decrease) in cash (1,476,897) ( 68,290) Cash at beginning of year 147,521 93,321 Cash at June 30 1,624,418 25,031 See accompanying Notes to the Financial Statements PAGE 5 FLORIDA INCOME FUND II, LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS JUNE 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 June 30, 1996, and June 30, 1995, the Partnership incurred $21,328 and $41,959 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 second quarter of 1996. This compares to $70,603 of costs that were incurred during the second 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 June 30, 1996, was $1,624,418. This compares to its cash position of $147,521 at December 31, 1995. At June 30, 1995, the Partnership's cash position, including interest bearing deposits, was $25,031. PAGE 6 Liquidity - Continued The increase in cash between December 31, 1995, and June 30, 1996, was due primarily to cash provided by operations of $2,186,175, 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 $675,275 and partnership distributions paid of $164,003. The Partnership's total investment in properties for its portfolio at June 30, 1996, was $18,072,103. This compares to its total property investment at December 31, 1995, of $20,033,232 and $20,005,200 at June 30, 1995. This decline resulted primarily from the sale of Heritage Square Shopping Center. The sale of Town Center Shopping Center, reported in an 8-K filed July 1, 1996 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 June 30, 1996, was $9,921,082. This compares to debt outstanding December 31, 1995, of $10,596,357. The $675,275 decrease during the first six months was due primarily to repayment of a loan balance of $597,000 from proceeds of the sale of Heritage Square Shopping Center. The Partnership had $10,704,845 of outstanding debt at June 30, 1995. The sale of Town Center Shopping Center occurred after June 30, 1996 and the results of that sale are not reflected on the financial data being reported herein. However, items (a) and (b) below occurred in July 1996 as a result of that sale and are considered significant. (a) The Partnership had a loan in the amount of $1,665,137 with a maturity date of September 1, 1996. This loan was secured by a first mortgage on Manatee West. Management satisfied this obligation with $1,200,000 of cash reserves and approximately $465,000 from the proceeds of the sale of Town Center Shopping Center. PAGE 7 (b) The Partnership had a loan which came due in September 1996 in the amount of $5,764,174. The loan was secured by a first mortgage on Town Center and Broadway Medical Center. Management satisfied this obligation with the proceeds from the sale of Town Center. Results of Operations As of June 30, 1996, the occupancy percentages for the Fund's properties were as follows: Broadway Medical Center, 67%, Marco Town Center Mall, 83%, Manatee West Shopping Center, 68%, and Pinebrook Commons, 85%. For the six months ended June 30, 1996, rental income decreased $142,009 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 six months ended June 30, 1996, interest income increased by $24,388 compared to the same period one year ago. Property expenses decreased by $92,678 from a year ago primarily due to 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 $28,943 for the six month period ended June 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 $9,921,082 as of June 30, 1996. The partnership's debt as of June 30, 1995, was $10,704,845. Depreciation and amortization have decreased $39,357 due to some costs being fully amortized in 1995. PAGE 8 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 27 - Financial Data Schedule 99 - Form 8-K (B) REPORTS ON FORM 8-K None PAGE 9 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) 8/5/96 Lawrence A. Raimondi President and Director, and CEO Mariner Capital Management, Inc. (Principal Executive Officer) (SIGNATURE) 8/5/96 Joe K. Blacketer Secretary/Treasurer Mariner Capital Management, Inc. (Principal Financial and Accounting Officer) (SIGNATURE) PAGE 10