-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CJAvLgHfIZeAb2FqRuZs0jdDUYkNFYViR5HKk8v1qrp6gfSxi01ovRqNer9m6MW5 3P8/hEHo9nVGaBcwyM5rYw== 0000737829-99-000003.txt : 19990402 0000737829-99-000003.hdr.sgml : 19990402 ACCESSION NUMBER: 0000737829-99-000003 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLORIDA INCOME FUND LP CENTRAL INDEX KEY: 0000737829 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 592337910 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 002-88845-A FILM NUMBER: 99580489 BUSINESS ADDRESS: STREET 1: 12800 UNIVERSITY DR STREET 2: STE 675 CITY: FORT MYERS STATE: FL ZIP: 33907 BUSINESS PHONE: 9414812011 MAIL ADDRESS: STREET 1: 13391 MCGREGOR BLVD STREET 2: SUITE 4 CITY: FORT MYERS STATE: FL ZIP: 33919 10-K405 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR FISCAL YEAR ENDED DECEMBER 31, 1998 Commission File Number: 2-88845-A Exact name of Registrant as specified in its charter: Florida Income Fund, L.P. State or other Jurisdiction of incorporation or organization: Iowa I.R.S. Employer Identification Number: 59-2337910 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, L.P. FORM 10-K - 1998 CONTENTS AND CROSS REFERENCE INDEX PART ITEM FORM 10-K NO. NO. DESCRIPTION PAGE NO. - ---- ---- ----------- --------- I 1 Business 3 2 Properties 3 - 7 3 Legal Proceedings 7 4 Submission of Matters to a Vote of Security Holders 7 II 5 Market for Registrant's Partnership Equity and Related Partner Matters 8 6 Selected Financial Data 8 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 - 10 8 Financial Statements and Supplementary Data 11 - 27 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 28 III 10 Directors and Executive Officers of the Registrant 28 - 30 11 Executive Compensation 31 - 32 12 Security Ownership of Certain Beneficial Owners and Management 32 13 Certain Relationships and Related Party Transactions 32 IV 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K 33 Signatures 34 2 PART I ITEM 1. BUSINESS GENERAL DEVELOPMENT OF BUSINESS - Florida Income Fund, L.P., (the Partnership) is an Iowa Limited Partnership formed as of March 1984, for the purpose of investing in a diversified portfolio of income-producing commercial and residential real estate properties primarily located in Southwest Florida. The Partnership's primary objectives are to preserve and protect the Partnership's original capital, provide distributable cash, a portion of which may constitute nontaxable income, obtain capital appreciation through increases in value of Partnership properties, and realize capital gains from the sale of Partnership properties. There can be no assurance that these objectives will be achieved. The achievement of these objectives depends on many factors, including principally the ability of the Managing General Partner to select suitable properties (completed) at favorable prices and the successful management of those properties. The General Partners of the Partnership are Mariner Capital Management, Inc., a Florida corporation (Managing General Partner or Mariner) and MCD Real Estate, Inc., an Ohio corporation. The primary market is Southwest Florida. The partnership invested in several properties in order to achieve a measure of diversification. The Partnership's original intent was to hold these properties as long-term investments. The Managing General Partner has chosen to invest primarily in Southwest Florida because of its experience in dealing in real estate in this area. Southwest Florida offers, in management's opinion, a competitive but growing market in which to meet its performance objectives. On March 28, 1984, a registration statement on Form S-18 for an offering of 5,000 units of limited partnership interest at $1,000 per unit became effective with the United States Securities and Exchange Commission (File No. 2-88845-A). McDonald and Company Securities, Inc., an affiliate of MCD Real Estate, Inc., one of the General Partner's, acted as the Managing Dealer for the offering, which ended July 8, 1984, when all units were sold. The Partnership itself has no executive officers as employees. The Managing General Partner, which has responsibility for the management of the Partnership, has assigned certain individuals to devote as much time to the operations of the Partnership as deemed necessary. All these individuals serve the Partnership on a part-time basis. The Managing General Partner is also a General Partner in several other public and private limited partnerships engaged in similar activities. ITEM 2. PROPERTIES The Partnership acquired four properties which it held and operated. These four properties were: (1) Edison Square Shopping Center, acquired on October 19, 1984; (2) Corporate Office Park, acquired April 15, 1985; (3) Gallery Motel, acquired June 27, 1985; (4) Villas Plaza Shopping Center acquired December 6, 1985. A brief description of these properties and the terms of purchase by the Partnership is as follows: 3 EDISON SQUARE Edison Square is a strip shopping center located in Lee County, Florida, consisting of approximately 40,000 square feet of net leasable area situated on 3.45 acres of land. The building was completed in early 1984, and is of contemporary design with masonry construction and glass store fronts. Edison Square Shopping Center is located on Fowler Street, just east of Edison Mall - the area's largest regional shopping mall. The property also has access from Colonial Boulevard, which is a major artery from I-75 to Fort Myers. Fowler street is a major north/south artery. The Partnership acquired the Edison Square property on October 19, 1984. The Partnership has capitalized the following costs associated with the purchase of Edison Square. Original Purchase Price $3,295,000 Acquisition Fee 131,800 Less: Seller Adjustment for not meeting certain leasing requirements (100,000) ---------- Total Capitalized costs of Acquisition $3,326,800 ---------- The terms of the purchase were $997,000 cash. A first mortgage of $1,645,000 was also placed on the property subsequent to closing. The remaining purchase price was financed by a second mortgage from the seller in the amount of $553,000 at 11% which has subsequently been paid off. The Partnership refinanced this loan as of September 8, 1994. The terms of this mortgage are as follows: The principal amount borrowed was $1,725,000. The interest rate is fixed at 10.6% and the loan balloons on October 1, 2001. This loan is being amortized over 22 years and has a monthly principal and interest payment amount of $16,894.90. The loan is non recourse and Edison Square Shopping Center is the collateral. The Partnership's debt increased from $1,426,000 to $1,725,000. These excess proceeds were used to pay for capital improvements and for loan refinance costs. The loan can not be prepaid in the first year but may be prepaid after the second year with a prepayment amount either the greater of (a) 1% of the principal balance of the note being prepaid or (b) the ratio of the principal balance of the note being prepaid over the outstanding principal balance of the note on the prepayment date multiplied by the present value as of the prepayment date of the remaining scheduled payments determined by discounting such payments at the discount rate less the amount of the outstanding principal balance of the note on the prepayment date. Borrower is also obligated to escrow funds for insurance, taxes and a replacement reserve. When purchased, the property was 62.5% occupied. At December 31, 1998 and 1997 the property was 86% and 90% occupied, respectively. 4 CORPORATE PARK The Partnership acquired Corporate Park on April 15, 1985. The property is an office complex consisting of approximately 12,800 square feet situated on 1.13 acres of land. Corporate Park is located on Evans Avenue in Fort Myers, Lee County, Florida. The property is a few blocks from the Metro Park Outlet Mall and the Edison Mall. It is also enhanced by its excellent access to Colonial Boulevard - a main thoroughfare to I-75. The Partnership has capitalized the following costs associated with the acquisition of Corporate Park: Original Purchase Price $1,000,000 Acquisition Fee 20,000 Brokerage Commission 30,000 Appraisal 2,000 ---------- Total Capitalized Cost $1,052,000 ---------- The property was purchased for cash and then subsequently financed with a $620,000 mortgage which has since been paid off with borrowings from an affiliated partnership. At December 31, 1996, Corporate Park was 100% occupied. The Partnership sold Corporate Office Park to an unrelated purchaser on October 1, 1997 at a price of $750,000 as reported in an 8-K filed October 1, 1997. The sale generated approximately $395,000 which was distributed to the partners. Corporate Office Park and Villas Plaza Shopping Center were collateralized by a first mortgage to an affiliated partnership in the amount of $1,400,000. The interest rate was 12%. This loan was paid in full from the sale of these properties. GALLERY MOTEL (NOW SEASIDE INN) The Partnership's third acquisition was purchased on June 27, 1985. The property is a motel consisting of 7 buildings, which house 32 rental units including 10 motel, 4 efficiency and 8 one-bedroom cottages situated on 1.88 acres of land. The property also includes a pool, 200 feet of direct frontage on the Gulf of Mexico and office facilities. The buildings are approximately 25 years old and were renovated in 1995. They consist of concrete block and wood veneer construction for some buildings and wood construction for others. All units are elevated to prevent flooding. The Gallery Motel is located on East Gulf Drive on Sanibel Island, Florida, directly on the Gulf of Mexico, near the east end of the Island. Sanibel is located in Lee County, just off Florida's West Coast. 5 The Partnership has capitalized the following costs associated with the acquisition of Gallery Motel: Original Purchase Price $2,150,000 Acquisition Fee 100,000 Less: Imputed discount on mortgage loan (134,000) ---------- Total Capitalized Cost $2,116,000 ---------- Terms of the purchase provided for a cash down payment of $1,000,000 and a seller mortgage at 11.7% interest rate in the amount of $1,150,000 (which was discounted to $1,016,000). The purchase terms were negotiated with no interest or principal payments due for the first year. This mortgage was refinanced with a local financial institution in December, 1986 at prime plus one percent. In January 1997, the Partnership sold the Seaside Inn (formerly the Gallery Motel) to an affiliate of the general partner for $6,485,000, and received net sales proceeds of approximately $2,725,000, resulting in a gain of approximately $3,867,000. Proceeds of approximately $2,725,000 were distributed to the partners. 6 VILLAS PLAZA The Partnership's final property acquisition was made on December 6, 1985. The property is a shopping center consisting of approximately 36,000 square feet situated on 3.51 acres of land, located in Lee County, Florida. There are three buildings with ages ranging from 15 to 30 years. The buildings consist of masonry construction with wood trim. Villas Plaza is located directly on U.S. 41 and Crystal Drive in Fort Myers, Florida. The Partnership has capitalized the following costs associated with the acquisition of Villas Plaza: Original Purchase Price $1,750,000 Acquisition Fee 52,000 Commissions and Appraisal Fees 4,000 ---------- Total Capitalized Cost $1,806,000 ---------- Terms of purchase provided for assumption of a first mortgage of $586,000, a second mortgage from the seller for $328,000, with the balance paid in cash. The second mortgage was paid off and refinanced with a 10% interest only mortgage obtained from an affiliated partnership. The second mortgage matured in January 1990. In February 1990, $160,000 of this second mortgage was paid off from proceeds of the Gallery Motel refinancing (See Page 6). On December 31, 1992, the Partnership borrowed $500,000 of additional cash from an affiliated partnership and satisfied the $150,000 second mortgage on Edison square. This resulted in a new loan of $1,350,000 collateralized by Villas Plaza and Corporate Office Park, with a 12% interest rate and that matured December 31, 1994. Proceeds from this refinance were used to pay off the original first mortgage in January 1993, the $150,000 line of credit, the 1% point associated with the refinance and the remainder will be used for capital improvements to the properties. The Partnership has obtained a new loan in the amount of $1,400,000 to be used to pay this loan in full and cover loan costs. See prior discussion under "Corporate Park". At December 31, 1996, the property was 73% occupied. The Partnership sold the Villas Plaza to an unrelated purchaser on March 20, 1997 at a price of $1,900,000 as reported in an 8-K filed on April 2, 1997. The sale generated approximately $620,000 which was available for distribution to the partners. ITEM 3. LEGAL PROCEEDINGS The Partnership is not a party to nor is any of the Partnership property the subject of any material pending legal proceedings. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None except for item discussed above under "Gallery Motel" which was submitted on August 8, 1996. 4,950 of the 5,005 limited partnership interests voted in favor of selling the facility, representing a 91.7% approval. 87 partnership interests voted against consummating the sale, or abstained, and 338 failed to vote, which represents a 8.3% negative or abstention vote. The consent document required a 66.67% affirmative vote. 7 PART II ITEM 5. MARKET FOR REGISTRANTS'S PARTNERS' EQUITY AND RELATED PARTNER MATTERS The Partnership units are not traded on any public market and it is not contemplated these units will be traded on any public market in the future. As of December 31, 1998, there were 463 Limited Partners. The Partnership paid quarterly cash distributions to the general and limited partners totaling $42,147, $3,931,182 and $263,421 during 1998, 1997 and 1996, respectively. The Partnership intends to use operating cash produced by the Partnership for capital improvements in 1999 and to distribute any excess cash to the Partners.
ITEM 6. SELECTED FINANCIAL DATA YEARS ENDED DECEMBER 31, -------------------------------------------------------------- 1998 1997 1996 1995 1994 --------- ---------- ---------- ---------- ---------- Operating revenues (including interest income of $59 for 1998, $57 for 1997, $7,612 for 1996, $55 for 1995 and $37 for 1994 $ 461,734 $ 663,470 $2,469,967 $2,210,238 $2,079,030 Net income (loss) $ (86,429) $3,887,102 $ (169,012) $ (77,025) $ 68,009 Net income (loss) per weighted average Limited Partnership unit $ (16.41) $ 737.81 $ (32.08) $ (14.62) $ 12.91 Total assets $2,629,769 $2,789,532 $8,318,811 $8,461,619 $8,335,671 Mortgages and notes payable $1,621,374 $1,650,546 $6,231,301 $6,299,697 $6,155,942 Distributions to Limited Partners $ 40,039 $3,922,227 $ 250,250 $ 100,100 $ 225,225 Distributions per Limited Partnership unit $ 8.00 $ 783.66 $ 50.00 $ 20.00 $ 45.00 Partners' equity $ 978,886 $1,107,462 $1,151,542 $1,583,975 $1,766,368 Book value per Limited Partnership unit $ 182.58 $ 206.99 $ 252.84 $ 334.92 $ 369.54
Also, refer to Item #8 and the audited Financial Statements referred to herein. 8 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY - The principal sources of the Partnership's liquidity are income from commercial real estate purchased for the Partnership's portfolio (as described in Results from Operations), cash reserves, and the sale of the Partnership's assets. The Partnership had two loans that it extended in 1995. Corporate Park and Villas Plaza Shopping Center were collateralized by a $1,350,000 first mortgage from an affiliated partnership. The interest rate was 12%. This loan was refinanced in the amount of $1,400,000 at an interest rate of 12% and extended to December 31, 1997, with no prepayment penalty. The loan is interest only with interest paid quarterly. See sales of property under Item 2. The maturity date of the Gallery Motel loan in the amount of $2,545,747 was extended until March 31, 1997, by a local financial institution. See discussion to sell property under Item 2. The Managing General Partner prepared sales packages on all of the properties and offered all of the properties for sale. The properties were offered for sale above their current carrying value. A sale of most of the properties increased cash to the Partnership, However, cash flow from operations decreased due to the property sales. The Partnership obtained a $650,000 loan from an unaffiliated lender in order to renovate the Gallery Motel. This was an interest only loan with a rate of 12% paid quarterly. Management believed that these renovations increased the value of the Gallery Motel through an increase in rate and occupancy. Partner distributions in 1998 were lower than in 1997 due to the sales of most of the Partnership's portfolio in 1997. Other factors that could affect liquidity are unexpected vacancies and unanticipated capital improvements. Other than as discussed above, Management is not aware of any trends or demands, commitments events or uncertainties that will result, or that are reasonably likely to result, in the Partnership's liquidity increasing or decreasing in any material way. CAPITAL RESOURCES - As of December 31, 1998, the Partnership had $49,310 in cash and other interest-bearing deposits. In connection with debt refinancing in 1995, see Section 7 under Liquidity. Land and buildings (net of accumulated depreciation of $1,391,126) are carried at $2,456,659 at December 31, 1998. Improvements to rental properties totaled $3,070 in 1998. The improvements were paid for out of cash from operating activities. Management does not anticipate significant capital improvement expenditures in 1999. Factors influencing this would be unexpected vacancies and general property conditions. YEAR 2000 - Many existing computer programs use only two digits to identify a year (for example, "98" is used to represent "1998"). Such programs read "00" as the year 1900, and thus may not recognize dates beginning with the year 2000, or many otherwise produce erroneous results or cease processing when dates after 1999 are encountered. Such failures could cause disruptions in normal business operations. In 1998, the Partnership inventoried and assessed the critical information systems that impact operations and financial reporting in order to develop a strategy to address required computer software changes and upgrades relating to such operations. A plan to test and, as necessary, replace, upgrade or repair these systems was developed, implemented, and completed in 1998. Replacement and upgrades included release upgrades of packaged software for the Partnership financial recordkeeping system. The cost of the project was less than $1,000 and expensed in accordance with appropriate accounting policies. 9 YEAR 2000 - CONTINUED The Partnership inventoried and assessed the Year 2000 issues that impact it, however it cannot identify the potential problems that may originate with third parties outside the Partnership's control. Given the fact that the Partnership assessed any Year 2000 systems and equipment issues and completed any required corrections, it believes all costs to the Partnership's operations, financial condition and results of operations have already been incurred. RESULTS OF OPERATIONS COMPARISON OF THE FISCAL YEARS ENDED DECEMBER 31, 1998 AND 1997 During the years ended December 31, 1998 & 1997, the Partnership's principal sources of revenue were proceeds from sales of properties of $0 and $9,135,000, rental income of $408,647 and $580,853 and expense reimbursements of $53,028 and $82,560, respectively. The decrease in rental revenues and tenant reimbursements are attributable to the sales of the Gallery Motel, Villas Plaza, and Corporate Office Park during 1997. Property operating expenses have decreased from $322,358 to $185,063 primarily due to the sales of the properties. Depreciation expense decreased from $155,805 to $109,921 due to property sales. Interest expense decreased $46,178 due to the payoff of mortgage balances as a result of property sales. COMPARISON OF THE FISCAL YEARS ENDED DECEMBER 31, 1997 AND 1996 During the years ended December 31, 1997 & 1996, the Partnership's principal sources of revenue were proceeds from sales of properties of $9,135,000 and $0, rental income of $580,853 and $2,305,736 and expense reimbursements of $82,560 and $157,069, respectively. The decrease in rental revenues and tenant reimbursements are attributable to the sales of the Gallery Motel, Villas Plaza, and Corporate Office Park during the year. Property operating expenses have decreased from $1,078,297 to $322,358 primarily due to the sales of the properties. Depreciation expense decreased from $454,860 to $155,805 due to property sales. Interest expense decreased $494,361 due to the payoff of mortgage balances as a result of property sales. Management recognized a loss on impairment of $0 and $229,500 at December 31, 1997 and 1996, respectively. COMPARISON OF THE FISCAL YEARS ENDED DECEMBER 31, 1996 AND 1995 During the years ended December 31, 1996 & 1995, the Partnership's principal sources of revenue were rental income of $2,305,736 and $2,041,407 and expense reimbursements from tenants of $157,069 and $168,776, respectively. The increase in rental revenues was attributed to the following properties: Corporate Park increased $7,482, Edison Square increased $11,732, Villas Plaza decreased $5,375 and Gallery Motel increased $250,490. Corporate Park was 100% occupied during the entire year of 1996. Revenue increases at Edison Square and Corporate Park were due to higher occupancy and increased rental rates from CPI increases. The room revenue increase at the Gallery Motel was due to higher average daily rate in 1996 as compared to 1995. The average daily room rate increased more than 10.0% from $148.62 to $163.98. Additionally, there were 2,511 more room nights available to be rented as a result of the motel renovations being completed. Property operating expenses have increased from $1,048,958 to $1,078,297 primarily due to increases in operating costs at the Gallery Motel. Depreciation expense increased from $324,214 to $454,860 due to additional assets being put into service in 1995. Interest expense decreased $28,515 due to lower mortgage balances on the Edison Square and Gallery loans. Management recognized a loss on impairment of $229,500 and $0 at December 31, 1996 and 1995, respectively. 10 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Balance Sheets of the Partnership as of December 31, 1998 and 1997 and the Statements of Operations, Partner's Capital and Cash Flows of the Partnership for each of the three years in the period ended December 31, 1998, as well as the Notes to Financial Statements and Schedule III and the Report of Independent Certified Public Accountants there on, dated February 12, 1999, are set forth herein: 11 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Partners Florida Income Fund, L.P. In our opinion, the accompanying balance sheets and the related statements of operations, partners' capital, and cash flows present fairly, in all material respects, the financial position of Florida Income Fund, L.P. (the "Partnership") at December 31, 1998 and 1997, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Partnership's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. February 12, 1999 Tampa, Florida 12 FLORIDA INCOME FUND, L.P. BALANCE SHEETS December 31, 1998 and 1997
ASSETS 1998 1997 ------------------- ------------------- CURRENT ASSETS Cash and cash equivalents $ 49,310 $ 101,791 Accounts receivable, net 29,443 27,466 Prepaid expenses and other 57,170 48,826 ------------------- ------------------- Total current assets 135,923 178,083 ------------------- ------------------- RENTAL PROPERTIES, net 2,456,659 2,563,510 ------------------- ------------------- INTANGIBLE ASSETS Deferred loan costs, net 37,187 47,939 ------------------- ------------------- Total assets $2,629,769 $ 2,789,532 =================== =================== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES Current maturities of mortgages payable $ 32,993 $ 29,171 Accounts payable and other 5,983 7,998 Accrued interest 14,600 14,600 Customer and security deposits 8,926 8,926 ------------------- ------------------- Total current liabilities $ 62,502 $ 60,695 ------------------- ------------------- MORTGAGES PAYABLE Mortgages payable, less current maturities $1,588,381 $ 1,621,375 ------------------- ------------------- Total mortgages payable $1,588,381 $ 1,621,375 ------------------- ------------------- PARTNERS' CAPITAL General partners capital $ 65,058 $ 71,487 Limited partners, 5,005 limited partnership units authorized; 5,005 issued and outstanding 913,828 1,035,975 ------------------- ------------------- Total partners' capital $ 978,886 $ 1,107,462 ------------------- ------------------- Total liabilities and partners' capital $2,629,769 $ 2,789,532 =================== ===================
The accompanying notes are an integral part of these financial statements. 13 FLORIDA INCOME FUND, L.P. STATEMENTS OF OPERATIONS years ended December 31, 1998, 1997 and 1996
1998 1997 1996 ---------------- ---------------- ----------------- Revenues Rental income $ 408,647 $ 580,853 $ 2,305,736 Tenant reimbursements 53,028 82,560 157,069 Interest income 59 57 7,162 Gain on sale of rental properties 0 3,999,439 0 ---------------- ---------------- ----------------- 461,734 4,662,909 2,469,967 ---------------- ---------------- ----------------- Expenses Property operating expenses 185,063 322,358 1,078,297 Interest expense 184,319 176,277 556,858 Interest expense - affiliates 0 54,220 168,000 Depreciation 109,921 155,805 454,860 Property taxes 52,065 67,147 143,090 Bad debt expense 16,795 0 8,374 Loss on impairment of asset 0 0 229,500 ---------------- ---------------- ----------------- 548,163 775,807 2,638,979 ---------------- ---------------- ----------------- Net (loss) income $ (86,429) $ 3,887,102 $ (169,012) ================ ================ ================= Net (loss) income allocated to general partner $ (4,321) $ 194,355 $ (8,451) ================ ================ ================ Net (loss) income allocated to limited partners $ (82,108) $ 3,692,747 $ (160,561) ================ ================ ================= Net (loss) income per limited partner unit $ (16.41) $ 737.81 $ (32.08) ================ ================ ================= Distributions per limited partner unit $ 8.00 $ 783.66 $ 50.00 ================ ================ ================ Weighted average limited partner units outstanding 5,005 5,005 5,005 ================ ================ ================
The accompanying notes are an integral part of these financial statements. 14 FLORIDA INCOME FUND, L.P. STATEMENTS OF PARTNERS' CAPITAL years ended December 31, 1998, 1997, and 1996
GENERAL LIMITED PARTNERS PARTNERS TOTAL -------------- -------------- --------------- Balances December 31, 1995 $ (92,291) $ 1,676,266 $ 1,583,975 Net loss (8,451) (160,561) (169,012) Distributions (13,171) (250,250) (263,421) --------------- --------------- --------------- Balances, December 31, 1996 (113,913) 1,265,455 1,151,542 Net income 194,355 3,692,747 3,887,102 Distributions (8,955) (3,922,227) (3,931,182) --------------- --------------- --------------- Balances December 31, 1997 71,487 1,035,975 1,107,462 Net Loss (4,321) (82,108) (86,429) Distributions (2,108) (40,039) (42,147) --------------- --------------- --------------- Balances December 31, 1998 $ 65,058 $ 913,828 $ 978,886 =============== ============= ===============
The accompanying notes are an integral part of these financial statements. 15 FLORIDA INCOME FUND, L.P. STATEMENTS OF CASH FLOWS years ended December 31, 1998, 1997 and 1996
1998 1997 1996 ---------------- ---------------- ---------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ (86,429) $ 3,887,102 $ (169,012) Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities Gain on sale of rental properties 0 (3,999,439) 0 Amortization of deferred loan costs 10,752 22,062 49,020 Depreciation 109,921 155,805 454,860 Bad debt 16,795 0 8,374 Loss on impairment of rental property 0 0 229,500 (Increase) decrease in: Accounts receivable, net (18,772) 26,829 (32,302) Prepaid expenses and other (8,344) 37,199 (33,942) Increase (decrease) in: Accounts payable and other (2,015) (116,924) 19,502 Customer and security deposits 0 (132,137) 12,458 ---------------- ---------------- --------------- Net cash provided by (used in) operating activities 21,908 (119,503) 538,458 ---------------- ---------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of rental properties 0 8,852,820 0 Improvements to rental properties (3,070) (27,850) (42,038) Rental property sale deposit 0 (425,883) 96,560 ---------------- ---------------- --------------- Net cash (used in) provided by operating activities (3,070) 8,399,087 54,522 ---------------- ---------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of borrowings on mortgages payable (29,172) (3,180,755) (68,394) Repayment of borrowings from affiliates 0 (1,400,000) 0 Partner distributions paid (42,147) (3,931,182) (263,421) ---------------- ---------------- --------------- Net cash used in financing activities (71,319) (8,511,937) (331,815) ---------------- ---------------- --------------- Net (decrease) increase in cash and cash equivalents (52,481) (232,353) 261,165 Cash and cash equivalents at beginning of year 101,791 334,144 72,979 ---------------- ---------------- --------------- Cash and cash equivalents at end of year $ 49,310 $ 101,791 $ 334,144 ================ ================ =============== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the year for: Interest on borrowings--affiliates $ 0 $ 96,220 $ 126,000 Interest on borrowings--other 173,567 176,277 507,838 ----------------- ---------------- --------------- $ 173,567 $ 272,497 $ 633,838 ================= ================= ===============
NONCASH INVESTING AND FINANCING ACTIVITIES: During 1997, approximately $267,000 of selling expenses were deducted from the proceeds of the Seaside Inn, Villas Plaza and Corporate Park sales. The accompanying notes are an integral part of these financial statements. 16 FLORIDA INCOME FUND, L.P. NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: ORGANIZATION Florida Income Fund, L.P. (the Partnership) was formed on November 7, 1983, by the filing of a Certificate and Agreement of Limited Partnership (Partnership Agreement) under the laws of the State of Iowa. The General Partners, MCD Real Estate, Inc. (MCD) and Mariner Capital Management, Inc. (MCM), also the Managing General Partner, contributed $10,000 and the Initial Limited Partner contributed $5,000 in the initial capitalization of the Partnership. The Partnership was formed for the purpose of investing in a diversified portfolio of income-producing commercial and residential real estate properties located in Florida. The Partnership originally purchased Edison Square and Villas Plaza (two retail shopping centers), Corporate Park (an office complex) and the Gallery Motel. The Partnership sold the Gallery Motel in January, 1997, Villas Plaza in March 1997, and Corporate Park in October 1997 (see Note 6). SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies of the Partnership follows: RENTAL INCOME: The Partnership leases space in its retail centers. These leases range from one to four years and include provisions for minimum rent increases at stated amounts or the Consumer Price Index. ALLOCATION OF NET INCOME (LOSS): In accordance with the Partnership Agreement, net income (loss), prior to recoupment of the Partners' original capital investment, is allocated five percent (5%) to the General Partners and ninety-five percent (95%) to the Limited Partners as a class. Subsequent to recoupment, income (loss) is allocated twenty percent (20%) to the General Partners and eighty percent (80%) to the Limited Partners as a class. 17 NOTES TO FINANCIAL STATEMENTS, CONTINUED 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED RENTAL PROPERTIES Rental properties are carried at cost, less accumulated depreciation. Depreciation is computed principally under the straight-line method over the estimated useful lives (40 years) of the assets. Repairs and maintenance are included in operating expenses and major improvements are capitalized. Upon the sale or retirement of depreciable assets, the cost and related accumulated depreciation are removed from the accounts and the difference between the carrying value and any proceeds realized on sale is included in the determination of net income. Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed of" (SFAS 121). requires that long-lived assets and certain identifiable intangibles to be held and used be reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. In assessing recoverability, estimates of future cash flows expected to result from the use of the asset and its eventual disposition should be used. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss should be recognized based on the value of the asset. Management reviews the Partnership's property holdings on a periodic basis and believed that an impairment of the Corporate Park property exists. A loss of $229,500 on impairment of the Corporate Park property was recognized in the year ended December 31, 1996. TENANT REIMBURSEMENTS: Common area maintenance, property tax and utilities expenses for the rental properties are reimbursed to the fund through tenant assessments. These costs are included in property operating expenses and property tax expense. DEFERRED LOAN COSTS: Loan costs incurred from financing and refinancing the various property acquisitions have been capitalized at cost and are being amortized over the lives of the related loans. Amortization of loan costs is included with interest expense in the income statement. INCOME TAXES: The accompanying financial statements do not show a provision or liability for federal or state income taxes because the Partners are taxed individually on their share of Partnership earnings. WEIGHTED AVERAGE NUMBER OF LIMITED PARTNER UNITS OUTSTANDING: Net income (loss) and distributions per limited partner unit are calculated based upon the weighted average number of units of limited partnership interest outstanding for the years ended December 31, 1998, 1997 and 1996. CASH EQUIVALENTS: For purposes of the statement of cash flows, the Partnership considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. FAIR VALUE OF FINANCIAL INSTRUMENTS: The recorded value for cash and cash equivalents approximates fair value because of the short maturity of these instruments. The fair value of the Partnership's short and long-term notes and mortgages payable at December 31, 1998, based upon market rates, approximates the amounts disclosed in Note 4. RECLASSIFICATIONS: Certain amounts in the 1996 financial statements have been reclassified to conform to the current year presentation. These reclassifications have no effect on the net income or partners' capital previously reported. 18 NOTES TO FINANCIAL STATEMENTS, CONTINUED 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED MANAGEMENT'S USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. ACCOUNTS RECEIVABLE: Accounts receivable consisted of the following at December 31:
1998 1997 -------------- --------------- Accounts receivable $ 46,238 $ 28,213 Allowance for doubtful accounts (16,795) (747) -------------- --------------- Accounts receivable, net $ 29,443 $ 27,466 ============== ===============
3. RENTAL PROPERTIES: Rental properties consisted of the following at December 31:
1998 1997 -------------- --------------- Land $ 665,360 $ 665,360 Buildings and improvements 3,182,425 3,179,355 -------------- --------------- 3,847,785 3,844,715 Accumulated depreciation (1,391,126) (1,281,205) -------------- --------------- Rental properties, net $ 2,456,659 $ 2,563,510 ============== ===============
Depreciation expense was $109,921, $155,805 and $454,860 for 1998, 1997 and 1996, respectively. 19 NOTES TO FINANCIAL STATEMENTS, CONTINUED 3. RENTAL PROPERTIES, CONTINUED The leases at Edison Square are noncancelable leases. Based on the terms of the leases in existence at December 31, 1998, future minimum annual rentals from these leases over the next five years, and in the aggregate, will be approximately as follows: 1999 $ 254,789 2000 68,661 2001 46,385 2002 46,719 2003 33,210 ---------------- $ 449,764 ================ 4. DEFERRED LOAN COSTS: Deferred loan costs at December 31 are as follows:
1998 1997 ------------ ------------ Loan costs $ 84,800 $ 84,800 Accumulated amortization (47,613) (36,861) ------------ ------------ $ 37,187 $ 47,939 ============ ============
Additions to deferred loan costs relate to modifications of note terms and other refinancing transactions during the years ended December 31, 1997 and 1996. Certain loan costs became fully amortized during the years ended December 31, 1997 and 1996 and, therefore, were written off. Included in interest expense during 1998, 1997, and 1996 is amortization expense related to loan costs in the amount of $10,752, $22,062 and $49,020, respectively. 20 NOTES TO FINANCIAL STATEMENTS, CONTINUED 5. MORTGAGES PAYABLE: Mortgages payable consisted of the following at December 31:
1998 1997 ---------------- ---------------- Mortgages payable to financial institution: Mortgage payable with monthly payments of $16,895 including interest at 10.6%, final payment due October 2001 $ 1,621,374 $ 1,650,546 Less current maturities (32,993) (29,171) ---------------- ---------------- Total long-term debt less current maturities $ 1,588,381 $ 1,621,375 ================ ================
21 NOTES TO FINANCIAL STATEMENTS, CONTINUED 5. MORTGAGES PAYABLE, CONTINUED Long-term portions of mortgages payable are scheduled to mature approximately as follows: 2000 $ 36,028 2001 1,552,353 ---------------- $ 1,588,381 ================ Edison Square rental property and all related rents and receivables are pledged as collateral for mortgages payable. 6. RELATED PARTY TRANSACTIONS: The Partnership participated in the following related party transactions: The General Partners and their affiliates are entitled to receive compensation for leasing and management fees in an amount not to exceed 6% of gross revenues produced by commercial Partnership properties. For the years ending December 31, 1998, 1997 and 1996, the General Partners and their affiliates received fees of $0, $12,409 and $106,235, respectively. The General Partners and their affiliates are also entitled to reimbursement of costs (including amounts of any salaries paid to employees and officers of a General Partner or its affiliates) directly attributable to the operation of the Partnership which could have been obtained from independent parties. Expenses amounting to $0, $25,800 and $403,615 were incurred during the years ended December 31, 1998, 1997 and 1996, respectively, of which the following amounts were included in accounts payable and accrued expenses:
1998 1997 ----------------- ----------------- Amounts included in accounts payable $ 0 $ 2,150 ================= ================= Amounts included in accrued expenses $ 0 $ 0 ================= =================
7. PROPERTY DISPOSITIONS: In January 1997, the Partnership sold the Seaside Inn (formerly the Gallery Motel) to an affiliate of the general partner for $6,485,000, and received net sales proceeds of approximately $2,725,000, resulting in a gain of approximately $3,867,000. Proceeds of approximately $2,725,000 were distributed to the partners. In March 1997, the Partnership sold Villas Plaza property to an unrelated party for $1,900,000, and received net sales proceeds of approximately $620,000, resulting in a gain of approximately $55,500. Proceeds of approximately $620,000 were distributed to the partners. In October 1997, the Partnership sold Corporate Park property to an unrelated party for $750,000, and received net sales proceeds of approximately $397,000, resulting in a gain of approximately $76,900. Proceeds of approximately $397,000 were distributed to the partners. In 1997, the Partnership listed Edison Square for sale. The Managing General Partner will implement a formal plan of liquidation, in accordance with the Partnership agreement, when this property is sold. 22 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Our report on the financial statements of Florida Income Fund, L.P. is included on page 12 of this Form 10-K. In connection with our audits of such financial statements, we have also audited the related financial statement schedule listed in the index on page 33 of this Form 10-K. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein. February 12, 1999 Tampa, Florida 23
FLORIDA INCOME FUND, L.P. SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER, 31, 1998 COL. A COL. B COL. C COL. D COL. E COST CAPITALIZED GROSS AMT AT INITIAL COST SUBSEQUENT TO WHICH CARRIED AT TO PARTNERSHIP ACQUISITION CLOSE OF PERIOD ----------------------- ------------------------- ---------------- BLDGS. & CARRYING BLDGS & DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS IMPROVEMENTS COSTS LAND IMPROVEMENTS TOTAL - ----------- ------------ ---- ------------ ------------ -------- ---- ---------------- ----- Edison Square Shopping Center Ft. Myers, FL $1,621,374 $ 665,360 $2,661,440 $ 520,985 $-0- $ 665,360 $3,182,425 $ 3,847,785 ---------- ---------- ---------- ---------- ---- ---------- ---------- ----------- TOTALS $1,621,374 $ 665,360 $2,661,440 $ 520,985 $-0- $ 665,360 $3,182,425 $ 3,847,785 ========== ========== ========== ========== ==== ========== ========== ===========
COL. A COL. F COL. G COL. H COL. I LIFE IN WHICH DEPRECIATION IN LATEST INCOME ACCUMULATED DATE OF DATE STATEMENT IS DESCRIPTION DEPRECIATION CONSTRUCTION ACQUIRED COMPUTED - ----------- ------------ ------------ -------- --------------- Edison Square Shopping Center Ft. Myers, FL $1,391,126 1984 10/19/84 40 years ---------- TOTALS $1,391,126 ========== SEE ACCOMPANYING NOTES TO SCHEDULE III
24 FLORIDA INCOME FUND, L. P. NOTES TO SCHEDULE III DECEMBER 31, 1998 REAL ESTATE AND ACCUMULATED DEPRECIATION Balance as of 12/31/95 $11,276,106 Improvements, etc. 42,038 Impairment of value (229,500) (187,462) ---------- ------------ Balance as of 12/31/96 11,088,644 Improvements, etc. 27,850 Cost of real estate sold (7,271,779) (7,243,929) ----------- ------------ Balance as of 12/31/97 3,844,715 Improvements, etc. 3,070 3,070 ------------ ------------ Balance as of 12/31/98 $ 3,847,785 ============ 25 FLORIDA INCOME FUND, L.P. NOTES TO SCHEDULE III DECEMBER 31, 1998 REAL ESTATE AND ACCUMULATED DEPRECIATION Balance as of 12/31/95 $ 3,088,938 Depreciation expense for 1996 454,860 454,860 ------------ ----------- Balance as of 12/31/96 3,543,798 Depreciation expense for 1997 155,805 Accumulated depreciation on disposal of fixed assets (2,418,398) (2,262,593 ------------ ----------- Balance as of 12/31/97 1,281,205 Depreciation expense for 1998 109,921 109,921 ------------- ----------- $ 1,391,126 =========== 26 FLORIDA INCOME FUND, L.P. NOTES TO SCHEDULE III DECEMBER 31, 1998 REAL ESTATE AND ACCUMULATED DEPRECIATION (A) The aggregate cost of land and buildings is the same for Federal Income Tax purposes. (B) See Note 1 to the Financial Statements for depreciation method. (C) See Note 5 to the Financial Statements for further information on debt obligations. 27 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (A) AND (B) IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS The Partnership, as an entity, does not have any directors or officers. The Managing General Partner is Mariner Capital Management, Inc. (located at 12800 University Dr., Ste. 260, Fort Myers, Florida 33907), a Florida corporation formed for the purpose of becoming the general partner in limited partnerships formed principally to invest in real estate. The Managing General Partner is a wholly owned subsidiary of The Mariner Group, Inc., an Ohio corporation (referred to herein as "Mariner Group"). The executive officers/directors of the Managing General Partner as of December 31, 1998, were as follows: Robert M. Taylor, Timothy R. Bogott, Allen G. Ten Broek and Elaine Hawkins. Mr. Taylor and Mr. Bogott have served as officers of the Mariner Capital Management, Inc., since its incorporation on July 11, 1983. Allen G. Ten Broek replaced Lawrence A. Raimondi as President as of December 31, 1997. Subsequent to December 31, 1997, Mr. Blacketer resigned as Secretary/Treasurer. He was replaced in the capacity by Elaine Hawkins. MCD Real Estate, Inc. (located at 800 Superior Avenue, Suite 2100, Cleveland, Ohio 44114) (referred to herein as "MCD") is a Co-General Partner. MCD is an Ohio corporation and a wholly owned subsidiary of McDonald & Company Securities, Inc., the Managing Dealer of the offering. McDonald & Company Securities, an Ohio corporation, is a wholly owned subsidiary of McDonald & Company Investments, Inc., a publicly-traded Delaware corporation listed on the New York Stock Exchange. MCD was formed in February of 1981 for the principal purpose of becoming the general partner of limited partnerships formed to provide equity financing for various real estate projects. The directors and officers of MCD as of December 31, 1998, were as follows: James C. Redinger, Thomas M. O'Donnell and Richard R. Cundiff. (C) IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES Not applicable (D) FAMILY RELATIONSHIP Not applicable (E) BUSINESS EXPERIENCE 28 ROBERT M. TAYLOR: Age 57, is Chairman of the Board and a Director of the Managing General Partner. He founded Mariner Group in 1971 and served as its President until his election as Chairman and Chief Executive Officer of Mariner Group in 1979. He also serves as an officer or director of various other Affiliates of Mariner Group. Mr. Taylor is a Director of Acme-Cleveland Corporation, Cleveland, Ohio, a manufacturer of machine tools; Barnett Bank of Fort Myers, Fort Myers, Florida; MIL- COM Electronics Corporation, San Antonio, Texas; Florida Council of 100; the Fort Myers Chamber of Commerce, and Chairman of the Business Development Corporation of Southwest Florida, Fort Myers, Florida. Since 1971, Mr. Taylor has directed the completion of over 30 real estate developments in Lee County, Florida. Prior to 1971, Mr. Taylor was a management consultant employed by McKinsey & Company, Inc., Cleveland, Ohio. TIMOTHY R. BOGOTT: Age 52, is a Director and the former President of the Managing General Partner. He was involved in all aspects of the organization and management of Florida Income Fund, L.P., Florida Income Fund II and Florida Income Fund III until January 1994 when he became President of South Seas Resorts Company. He joined Mariner Group in 1976 and has held the positions of Project Manager and Director of Administration and Secretary/Treasurer. Prior to 1976, Mr. Bogott was employed as an Assistant Vice President of Palmetto Federal Savings and Loan Association, Fort Myers, Florida (1974-1976) and held various management positions with the First National Bank of Fort Myers (1970-1974). Mr. Bogott was elected Secretary/Treasurer of Mariner Group in 1979 and Vice President -Finance in 1983. Mr. Bogott is also President of Mariner Capital Investment Corporation and is an officer or director of various other Affiliates of Mariner Group. ALLEN G. TEN BROEK: Age 58, Mr. Ten Broek became President of Mariner Capital Management, Inc. on December 31, 1997. Mr. Ten Broek is also President and CEO of The Mariner Group, Inc., a position in which he served from 1979 to 1992, and again since October 1995. The Mariner Group is an asset management, business development and real estate development company. From 1992 to 1995 Mr. Ten Broek was the Vice Chairman and Managing Executive of Hilton Grand Vacations Company, a timeshare development and operations company affiliated with Hilton Hotels. Mr. Ten Broek is an original shareholder of The Mariner Group, Inc. and has been a director of The Mariner Group, Inc. since 1973. Mr. Ten Broek is the Chairman Emeritus of the Florida Shore and Beach Preservation Association and Chairman of the American Coastal Coalition. He is a former director of two local banks and a founding director of Community Bank of the Islands. Mr. Ten Broek is an officer and director of various other Mariner affiliates. Mr. Ten Broek is a graduate of the University of Wisconsin. He worked for ten years in various executive positions with AT&T prior to joining Mariner. ELAINE HAWKINS: Age 46, is the Vice President/Treasurer of the Managing General Partner. She joined the Mariner Group in 1980 as the Director of Risk Management for all of the affiliated entities. In 1988 she became the President of South Seas and Captiva Properties, Inc., an affiliated real estate firm. She holds licenses as a real estate broker, and in property, casualty, life and health insurance. Prior to joining the company she was employed by Liberty Mutual Insurance Company in commercial sales. 29 JAMES C. REDINGER: Age 62. Mr. Redinger joined McDonald & Company (a partnership that transferred all of its assets to McDonald & Company Securities, Inc.) in March 1974, becoming a partner in 1977, working in the area of corporate underwriting and syndication of real estate and oil and gas ventures. He has had extensive experience in site selection, cost projections of both commercial and residential real estate projects and the syndication of such projects through limited partnerships. Mr. Redinger has served as Chairman of the District Nine Committee of the National Association of Securities Dealers, Inc., is a Vice President and a Director of MCD Oil and Gas Company, Inc., a Director of McDonald & Company Venture Capital, Inc., a Director of McDonald & Company Securities, Inc., and a Managing Director of McDonald & Company Securities, Inc. THOMAS M. O'DONNELL: Age 63. Mr. O'Donnell joined McDonald & Company in 1965 in the Corporate Finance Department. Mr. O'Donnell became a partner of McDonald & Company in 1968 and has been a member of its Policy Committee since 1971. Mr. O'Donnell is a Chartered Financial Analyst and a member of the Cleveland Society of Security Analysts. Mr. O'Donnell is a director of Seaway Food Town, Inc., Maumee, Ohio, a grocery retailer. Mr. O'Donnell is Chief Executive Officer and Chairman of the Board of McDonald & Company Investments, Inc., Chief Executive Officer and Chairman of the Board of McDonald, which operates an insurance agency; a Director of MCD Oil & Gas Company, Inc., a Director of McDonald & Company Venture Capital, Inc.; and a Director of McDonald Financial Services. RICHARD R. CUNDIFF, III: Age 39. Mr. Cundiff joined McDonald & Company in December 1982 and has assisted in the development of the Real Estate and Specialty Finance Department. Specializing in real estate and oil and gas investment banking, his responsibilities include structuring, marketing and monitoring investments in these particular areas. Mr. Cundiff is a First Vice President of McDonald & Company. (F) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS No director or officer of the Managing General Partner was involved in any event during the past five years which would be responsive to this question. 30 ITEM 11. EXECUTIVE COMPENSATION (A) CURRENT REMUNERATION OF GENERAL PARTNERS, THEIR DIRECTORS AND OFFICERS No direct remuneration was paid or payable by the Partnership for the period ended December 31, 1998, to directors or officers of the General Partners. During the period ended December 31, 1998, 1997 and 1996, the remuneration paid to the affiliates of the General Partners was as follows: /bullet/ Management fees totalling $0, $12,409 and $106,235 were paid to the Managing General Partner or its affiliates for 1998, 1997 and 1996, respectively. /bullet/ The General Partners and their affiliates are also entitled to reimbursement for expenses (including amounts of any salaries paid to employees and officers of a General Partner or its affiliates) directly attributable to the operation of the Partnership which could have been obtained from independent parties. Expenses amounting to $0, $25,800 and $403,615 were incurred during the years ended December 31, 1998, 1997 and 1996, respectively. Amounts due to related parties, and included in accounts payable and other at December 31, 1998 and 1997 are $0 and $2,150. A portion of this amount is for the payment of insurance premiums which are collected by Mariner Group, Inc. (for all Mariner affiliates) and paid to the carrier on behalf of Florida Income Fund, L.P. The balance is for reimbursement for on-site property management personnel and for reimbursement of other costs for services performed by the general partner or affiliates which the Partnership would be required to pay to third parties for comparable services in the same geographical location. In accordance with the Partnership Agreement, net income or loss, prior to recoupment of the partner's original capital investment, is allocated five percent (5%) to the General Partners and ninety-five percent (95%) to the Limited Partners as a class. Subsequent to recoupment, income or loss is allocated twenty percent (20%) to the General Partners and eighty per cent (80%) to the Limited Partners as a class. 31 (B) PROPOSED REMUNERATION Except for the payment of acquisition fees and the allocation of net income or loss as described above, the Partnership has no ongoing plan or arrangement to compensate the persons and entities named above. However, the Managing General Partner or its affiliates may receive leasing and management fees in connection with the management of the Partnership's properties, subject to the limitations described herein below. The Managing General Partner or its affiliates are entitled to receive property management fees not to exceed 6% of the gross revenues from commercial properties and 5% from residential properties. Other expenses attributable to the operation of the Partnership may be reimbursed to the General Partners or affiliates of the Managing General Partner. The Managing General Partner or its affiliates are entitled to one half of the commissions paid as a result of the sale of Partnership properties, in an amount not to exceed 3% of such prices and subordinated to the right of the Limited Partners to receive aggregate cash distributions from the Partnership equal to their capital contribution plus the applicable preference amount. (C) REMUNERATION OF DIRECTORS None. (D) OPTIONS, WARRANTS AND RIGHTS The Registrant has granted no options, warrants or rights. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT No person is known to the Partnership to be the beneficial owner of over 5% of the outstanding Partnership units. For information on net income or loss allocation see Item 11. (A). ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS See Note 6, Related Party Transactions in Notes to the Financial Statements, on page 22. 32 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (A) 1. FINANCIAL STATEMENT SCHEDULES The following Financial Statement Schedules of the Partnership are included in Part II, Item 8: PAGE ---- Report of Independent Certified Public Accountants 12 Balance Sheets as of December 31, 1998 and 1997 13 Statements of Operations for each of the three years ended December 31, 1998, 1997 and 1996 14 Statements of Partners' Capital for each of the three years ended December 31, 1998, 1997 and 1996 15 Statements of Cash Flows for each of the three years ended December 31, 1998, 1997 and 1996 16 Notes to Financial Statements 17 - 22 Report of Independent Certified Public Accountants on Schedule III 23 Schedule III Real Estate and Accumulated Depreciation 24 - 27 Schedules Omitted: Other schedules have been omitted because of the absence of conditions under which they are required or because the required information is included in the Financial Statements and Notes thereto. (A) 2. EXHIBITS EXHIBIT 27 - Financial Data Schedule (for SEC use only) (A) 3. REPORTS ON FORM 8-K None 33 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) 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, L.P. (Registrant) March 31, 1999 By: /s/ ALLEN G. TEN BROEK ------------------------------------------ ALLEN G. TEN BROEK President, Director and CEO Mariner Capital Management, Inc. (Principal Executive Officer) By: /s/ ELAINE HAWKINS ------------------------------------------ Elaine Hawkins, Vice President/Secretary Mariner Capital Management, Inc. (Principal Financial and Acctg Officer) 34 EX-27 2
5 12-MOS DEC-31-1998 DEC-31-1998 49,310 0 46,238 16,795 0 135,923 3,847,785 1,391,126 2,629,769 62,502 0 0 0 0 0 2,629,769 0 461,734 0 0 363,844 0 184,319 (86,429) 0 (86,429) 0 0 0 (86,429) 0 0
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