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 MARCH 31, 1998 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 260 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. FLORIDA INCOME FUND II, L.P. INDEX PAGE NO. PART I FINANCIAL INFORMATION Balance Sheets at March 31 1998 and December 31, 1997. . . . . . . . . . . . . . . . . .3 Statements of Income for the Three Months Ended March 31, 1998 and 1997 . . . . . . . . . .4 Statements of Cash Flows for the Three Months Ended March 31, 1998 and 1997 . . . . . . . . . .5 Notes to Financial Statements. . . . . . . . . . . . . .6 Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . .6-7 Other Information. . . . . . . . . . . . . . . . . . . .8 Signatures . . . . . . . . . . . . . . . . . . . . . . .9 Cover Page Exhibit 27 - Financial Data Schedule PAGE 2 PART I - FINANCIAL INFORMATION FLORIDA INCOME FUND II, LIMITED PARTNERSHIP BALANCE SHEETS (Unaudited) March 31, Dec. 31, 1998 1997 _________ _________ ASSETS CURRENT ASSETS Cash 178,310 211,436 A/R Trade, Net of allowance for 51,332 51,332 doubtful accounts of $0 for March 31, 1998 and $0 for December 31, 1997) Notes Receivable 0 0 Prepaid Expenses and Other 0 0 _______ _______ Total Current Assets 229,642 262,768 RENTAL PROPERTIES, NET OF ACCUMULATED DEPRECIATION OF $1,949,040 AT MARCH 31, 1997 AND $1,895,885 AT DECEMBER 31, 1996 0 0 INTANGIBLE ASSETS Deferred Loan Costs, Net 0 0 _______ _______ TOTAL ASSETS 229,642 262,768 LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES Current Maturities of Notes and Mortgages Payable 0 0 Accounts Payable 0 11,651 Accrued Expenses 32,319 53,794 Customer & Security Deposits 0 0 _______ _______ TOTAL CURRENT LIABILITIES 32,319 65,445 NOTES AND MORTGAGES PAYABLE 0 0 PARTNERS' CAPITAL General Partners' Capital 0 0 Limited Partners' Capital 197,323 197,323 Net Income 0 0 _______ _______ TOTAL PARTNERS' EQUITY 197,323 197,323 TOTAL LIABILITIES AND PARTNERS' CAPITAL 229,642 262,768 See Accompanying Notes to the Financial Statements PAGE 3 FLORIDA INCOME FUND II, LIMITED PARTNERSHIP STATEMENTS OF INCOME (Unaudited) For Three Month Ended 03/31/98 03/31/97 _________ _________ REVENUES: Sales Proceeds 0 0 Rental Income 0 246,989 Interest Income 0 674 _____ _______ Total Revenues 0 247,663 EXPENSES: Cost of Sales & Closing Costs 0 0 Property Operating Expenses 0 79,996 Real Estate Taxes 0 31,662 Interest Expense 0 54,211 Depreciation 0 53,154 Amortization 0 3,008 _____ _______ Total Expenses 0 222,031 NET INCOME 0 25,632 See accompanying Notes to the Financial Statements PAGE 4 FLORIDA INCOME FUND II, LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS (Unaudited) For Three Months Ended 03/31/98 03/31/97 ________ ________ Cash Flows From Operating Activities: Net Income 0 25,632 Adjustments to reconcile net income to net cash provided by operations: Depreciation & Amortization 0 56,162 Cost of Sales 0 0 (Increase) decrease in receivables 0 (15,372) (Increase) decrease in prepaid expenses and other 0 (15,967) Increase (decrease) accounts payable and accrued expenses (33,126) 18,568 Increase (decrease) in customer and security deposits 0 0 Net cash flow provided by (used in) ________ ________ operating activities (33,126) 69,023 Cash flows from investing activities: Improvements to rental properties 0 0 ________ ________ Net cash used in investing activities 0 0 Cash flows from financing activities: Repayments of long-term borrowings 0 (5,998) Partner distribution paid 0 (78,511) Deposit on Sale 0 0 ________ _________ Net cash flows used by financing activities 0 (84,509) Net increase (decrease) in cash (33,126) (15,486) Cash at beginning of year 211,436 251,866 Cash at March 31 178,310 236,380 See accompanying Notes to the Financial Statements PAGE 5 FLORIDA INCOME FUND II, LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS MARCH 31, 1998 (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, 1997, 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, 1998, and March 31, 1997, the Partnership incurred $0 and $4,483 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 $0 were incurred during the first quarter of 1998. This compares to $11,651 of costs that were incurred during the first quarter of 1997. NOTE 3 - BALANCE SHEET The Balance Sheet at December 31, 1997, 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 As a result of the sales of Manatee West and Broadway Medical and the foreclosure of Pinebrook Commons during 1997, the Partnership has no remaining properties or debt for fiscal year 1998. Pursuant to the Partnership agreement, the Managing General Partner is commencing liquidation of the Partnership in 1998. PAGE 6 Liquidity - Continued The remaining assets of the Partnership will be used to satisfy costs of liquidating the Partnership and any residual cash will be distributed to the limited partners in 1998. The Partnership's cash position, including interest bearing deposits at March 31, 1998, was $178,310. This compares to its cash position of $211,436 at December 31, 1997. At March 31, 1997, the Partnership's cash position, including interest bearing deposits, was $251,866. The decrease in cash between December 31, 1997 and March 31, 1998 was due primarily to cash used in operations of $33,126. The Partnership's total investment in properties for its portfolio at March 31, 1998, was $0. This compares to its total property investment at December 31, 1997, of $0 and $7,024,664 at March 31, 1997. This decline resulted primarily from the sale of Manatee West and Broadway Medical and the foreclosure of Pinebrook Commons. 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, 1998, was $0. This compares to debt outstanding December 31, 1997, of $0. The Partnership had $2,474,212 of outstanding debt at March 31, 1997. Results of Operations The sales of Manatee West and Broadway Medical and the foreclosure of Pinebrook Commons in 1997 leaves the Partnership with no income producing assets. 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) 5/13/98 By: /s/ ALLEN G. TEN BROEK -------------------------------- Allen G. Ten Broek President, Director and CEO Mariner Capital Management, Inc. (Principal Executive Officer) 5/13/98 By: /s/ ELAINE HAWKINS -------------------------------- Elaine Hawkins Secretary/Treasurer Mariner Capital Management, Inc. (Principal Financial and Accounting Officer) PAGE 9