UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1995
[ ] Transition Report Pursuant to Section 13 or 15(a) of the
Securities Exchange Act of 1934
Commission File Number 0-13559
LDP-III
(Exact name of registrant as specified in its charter)
California 94-2911983
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P. O. Box 130, Carbondale, CO 81623
(Address of principal executive offices)
(970) 963-8007
(Partnership's telephone number, including area Code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 (2) has been subject to
such filing requirements for the past 90 days.
Yes: [X] No: [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K [ ].
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. Inapplicable.
DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>
LDP-III
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1995
TABLE OF CONTENTS
Form 10-K
Item No.
Part I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote
of Security Holders
Part II
Item 5. Market for Partnership's Common Equity and Related
Partnership Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure
Part III
Item 10. Directors and Executive Officers
of the Partnership
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial
Owners and Management
Item 13. Certain Relationships and Related
Transactions
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K
Signatures
Index to Financial Statements and Supplemental
Financial Statement Schedules F-1
<PAGE>
PART I
ITEM 1. BUSINESS
LDP-III (the "Partnership") is a limited partnership which was organized
under the Uniform Limited Partnership Act of the State of California on
August 30, 1983. The Partnership was organized as a non-specified property
limited partnership to acquire a diversified portfolio of real properties,
including commercial, residential and agricultural properties, located
primarily within the western portion of the United States. The general
partner of the Partnership is Landsing Partners-III (the "General Partner") ,
a partnership having two general partners, Landsing Equities Corporation, a
California corporation which is the managing partner of the General Partner,
and Partners '84, a California limited partnership.
The Partnership's business consists of a single segment -- equity investments
in leveraged income-producing real property. For a schedule of the
Partnership's revenue, net loss and total assets for its last fiscal year,
see Item 6, Selected Financial Data, below. The Partnership will not be
engaged in the production of goods or the rendering of services.
The Partnership currently has an investment in a wholly-owned subsidiary, LDP-
III Realty Service Corporation, which owns one property, the 391 Forbes
Building in South San Francisco, California. For financial reporting
purposes, the Partnership's investment in LDP-III Realty Service Corporation
is presented on a consolidated basis.
The Partnership requires cash reserves to finance property operations. Cash
reserves totaled $410,000 at December 31, 1995. Funds not invested in real
property are placed in temporary high-grade investments which can be readily
liquidated.
Results of the Partnership's operations depend primarily upon the successful
operation of its existing investments. The yields (return on capital)
available on equity ownership of investments in income-producing and other
types of real estate investments depend to a large extent upon the ability to
lease or rent the property, the geographic location of the property,
competition and other factors, none of which can be predicted with any
certainty. See Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations, for a more specific discussion of the
impact of the foregoing factors on the Partnership's financial condition,
operations and liquidity.
The Partnership has not engaged in research activities relating to the
development or improvement of products or services. The Partnership has not
made, nor does it anticipate making, during the remainder of its current
fiscal year or during its succeeding fiscal year, any capital expenditures
for environmental control facilities, nor does it expect any material effects
upon capital expenditures, earnings or competitive position resulting from
compliance with present Federal, state or local environmental control
provisions. The Partnership has no employees. All of the Partnership's
operations are located in the United States.
The Partnership is currently in the process of selling its properties. No
properties were sold in 1995. Two properties, the 391 Forbes Building and
1201 Cadillac property have been listed for sale. The other property will be
placed on the market during the next 2 years.
<PAGE>
<TABLE>
ITEM 2. PROPERTIES
A description of the income-producing properties which the Partnership owned
at December 31, 1995 is as follows:
<CAPTION>
Financial
Occupancy Average
Net For the Physical Effective
Rentable Year End Occupancy Rental
Name & Location: Type: Sq. Ft. 12/31/95 12/31/95 Rate
<F1> <F2> <F3>
<S> <C> <C> <C> <C> <C>
Jefferson Place
Boise, ID Office Bldg. 54,344 87% 87% $11.89
391 Forbes Bldg.
So San Francisco,CA Industrial 30,400 100% 100% $ 5.54
1201 Cadillac Crt.
Milpitas, CA Industrial 51,450 100% 100% $ 8.52
<FN>
<F1>
Expressed as a percentage, it compares the actual dollar amount of rent
received with the dollar amount of rent which would be received if the
property were fully leased.
<F2>
Physical occupancy denotes the percentage of net rentable square footage
leased as of a certain date.
<F3>
Represents the average effective rental rates, per square foot, for the
year ended December 31, 1995.
</TABLE>
Each of the Partnership's properties is subject to substantial encumbrances.
Reference is made to Schedule XI to the Financial Statements filed as part of
this annual report for information regarding such encumbrances.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter has been submitted to a vote of security holders, through
solicitation of proxies or otherwise, during fourth quarter 1995.
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED PARTNERSHIP
MATTERS
There is no established public trading market for the Units of Limited
Partnership interest of the Partnership and there are substantial
restrictions on the transferability of such Units imposed by Federal and
state securities laws and by the Limited Partnership Agreement, as amended.
The approximate number of record holders of Units of the Partnership as of
January 1, 1996, is 4,095.
The limited partners of the Partnership (the "Limited Partners") are entitled
to certain distributions under the Amended and Restated Certificate and
Agreement of Limited Partnership of the Partnership.
ITEM 6. SELECTED FINANCIAL DATA <F1>
(In thousands, except per Unit amounts)
<TABLE>
For the years ended December 31, 1995:
<CAPTION>
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Rental Revenue $1,339 $2,101 $2,934 $2,907 $3,804
Agricultural Revenue 0 0 369 1,599 1,089
Net Loss (334) (259) (173) (1,108) (1,547)
Net Loss Per Unit<F2> (9) (7) (5) (30) (42)
Total Assets 8,636 9,286 17,451 23,280 25,036
Long-term Obligations 7,871 8,167 15,218 20,201 20,858
Cash Distributions Per Unit 0 14 0 0 0
__________
<FN>
<F1>
Financial data of the Partnership for 1995 is not comparable to that of
1994, 1993 or prior periods because the Partnership did not own the same
number of properties throughout these periods. For a more specific
discussion of the impact of the foregoing factor on the comparability of
the Partnership's financial information, see Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations.
<F2>
Based on a weighted average of outstanding Units in 1995, 1994, 1993,
1992, and 1991.
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
LDP-III is a California limited partnership formed in August 1983. The
Partnership's business consists of a single segment -- equity investments in
leveraged income-producing real estate.
The Partnership's current portfolio consists of fee title ownership of three
properties located in two geographic areas. The Partnership's property
investments are: Jefferson Place Office Building, Boise, Idaho; 391 Forbes
Building (Pacific International Industrial Park), South San Francisco,
California, and 1201 Cadillac Court Building, Milpitas, California.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1995 the Partnership had cash and short-term investments
totaling approximately $410,000. Cash reserves not needed for current
operations are placed in temporary, high-grade investments which can be
readily liquidated.
On February 22, 1993, the Partnership sold the Quailwood Almond Ranch located
in Kern County, California. Total consideration received by the Partnership
was $2,177,448 which resulted in a gain of $1,079,000 and cash proceeds of
$953,000. Proceeds of the sale were used to stabilize the Partnership's
financial position.
During 1994, the Partnership sold the Silverado Apartments and the Montbello
Green Business Park. Gross proceeds were $8,500,000 for Silverado Apartments
and $260,000 for Montbello Green Business Park, resulting in a gain of
$364,000 and $37,000, respectively. Cash proceeds from these two sales
totaled $1,463,000 which was used to fund a Partner Distribution, Capital
Expenditures and Partnership Operations.
The Partnership has invested $198,000 in short-term federally insured
certificates of deposit which mature on a date in excess of 90 days or 3
months from the date of purchase. Due to this characteristic, these deposits
are classified as "short-term investments" rather than as "cash and cash
equivalents."
During 1995, the Partnership experienced a net decrease in cash and short-
term investments of $449,000. Sources of cash during the year were from
regular Partnership Operations. Cash uses during 1995 were: $134,000 for
property capital expenditures and construction, $295,000 for principal
payments on notes payable, and $20,000 for operations. As of December 31,
1995, cash plus short-term investments totaled $410,000 versus a balance of
$859,000 at December 31, 1994.
The Partnership's most significant current uses of cash reserves are for
principal payments on outstanding debt balance and capital expenditures
needed to maintain properties and current occupancy rates. The first
mortgage on the 391 Forbes Building is due during the 1st quarter of 1996.
The General Partner has received a commitment to provide new financing.
<PAGE>
In prior years, the Boise and San Francisco Bay Area marketplaces, where
certain of the Partnership's real estate assets are located experienced a
significant imbalance between supply and demand. Historic high building
activity and declining economic conditions in these markets produced high
vacancies in industrial and commercial properties. As a result, market rate
rents declined. Due to these conditions the Partnership suffered recurring
losses and negative cash flows from operations. Market conditions have
improved in 1995 and are expected to continue to improve in 1996.
The Partnership made a cash distribution to its limited partners of $14.00
per unit during 1994. All future sale proceeds will be used to increase
reserves, reduce indebtedness and/or make distributions to investors.
<PAGE>
RESULTS OF OPERATIONS
Overall, rental income decreased 41% in 1995 versus 1994. 1994's revenue
decreased 35% from the 1993 level. The 1995 decrease was primarily due to
selling the Silverado Apartment complex, in July 1994. This was primarily
the reason for 1994's decrease as well. 1993's increase was due to increased
occupancy in the Jefferson Place Office Building. Agricultural revenue
decreased 100% in 1994 versus 1993. The 1994 decrease was due to the
disposition of the Quail Almond Ranch in the first quarter of 1993. Interest
income in 1995 was approximately the same as 1994 and 1993, as a result of
the stable cash reserves of the partnership. Revenues for properties owned
continuously for the three year period increased 8% from 1994 to 1995, and
increased 10% from 1993 to 1994.
Overall, operating expenses on rental properties decreased 61% in 1995 versus
1994, and 37% in 1994 versus 1993. The cause of this decrease was due to the
disposition of certain rental income properties. Operating expenses for
properties owned continuously for the 3 year period showed a slight increase.
(See chart below)
Operating expenses for agricultural properties decreased to $0 in 1994 due to
the disposition of the Quail Almond Ranch in the first quarter of 1993.
Interest expense decreased 45% in 1995 versus 1994. The decrease was caused
by the reduced amount of property indebtedness due to the disposition of
properties in 1994. Interest expense in 1994 decreased 34% versus 1993.
This decrease was also the result of disposition of properties. The
partnership indebtedness is currently all at fixed rates. Thus, the
partnership will not be adversely impacted by the current rising interest
rate environment. Depreciation and amortization charges decreased 33% and
26% from 1994 to 1995, and 1993 to 1994 respectively. The decrease in
depreciation expense was due to the disposition of properties during this
period of time.
General and administrative expenses decreased 17% in 1995 versus 1994.
1994's general and administrative expenses decreased 53% from 1993. The
decrease in 1995 was due to management's continuing efforts to keep general
and administrative expense under control. The General Partner expects costs
to stabilize during 1996 relative to 1995.
Net loss of the partnership before gain from sale of real estate or
extraordinary items decreased 67% in 1995 versus 1994. Net loss decreased
25% in 1994 versus 1993. This decrease was primarily a result of disposition
of the properties which were operating at a net loss and improvement in
property operations of the properties which continue to be held by the
partnership.
The result of operations for 1995 are not comparable to 1994 or 1993.
Variables between the years due to the number of properties operated and the
number of properties sold, can make comparison of operating results
misleading. Comparison of the operations of those properties operated
continuously through 1995, 1994 and 1993 is provided below:
<PAGE>
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Rental Revenue $1,147 $1,100 $1,091
Rental Operating Expense (394) (436) (511)
Net Operating Income $ 753 $ 664 $ 580
Interest Expense $ 717 $ 917 $ 993
</TABLE>
Rental revenues from 1993 to 1994 increased by less than 1%. Rental revenues
increased 4% for 1995 compared to 1994 due to increased occupancy of the
Jefferson Place Office Building and annual increases in ongoing leases.
Rental operating expense on continuously owned properties decreased 9% from
1994 to 1995, and decreased 15% from 1993 to 1994. These decreases are the
result of decreases in insurance costs and general and administrative
expenses.
INFLATION
The Partnership's rental revenues in the overbuilt real estate markets of
Boise and San Francisco, have not followed the overall inflationary trends of
the economy. In the future, the General Partner believes market rate rents
in those areas will more closely follow or exceed inflation. Operating costs
for properties in most of the Partnership's markets have continued to follow
inflationary trends. It is not expected that the Partnership will be
materially impacted by inflationary forces in the near term.
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is contained at Page F-1 following in
this Report.
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The General Partner of the Partnership is Landsing Partners-III, which has
sole responsibility for all aspects of the Partnership's operations. It is a
general partnership having two general partners, Landsing Equities
Corporation, a California corporation, which is the managing general partner
of the General Partner, and Partners '84, a California limited partnership.
The organizers or promoters of the Partnership are Landsing Equities
Corporation and Gary K. Barr. Landsing Equities Corporation and Mr. Barr are
the general partners of Partners '84. Mr. Barr holds the position with
Landsing Equities Corporation indicated below.
Gary K. Barr is the Director and President of Landsing Equities Corporation.
His principal occupation during the last five years or more, and certain
other affiliations are set forth below:
Gary K. Barr. Mr. Barr serves as Chairman and Chief Executive Officer of
Pacific Coast Capital and has served as President and Director of Landsing
Pacific Fund from its inception in November, 1988 to July, 1992. Mr. Barr
received a Bachelor of Science degree in Mechanical Engineering from Oklahoma
State University in 1967 and a Master of Business Administration degree from
the Stanford University Graduate School of Business in 1972. Mr. Barr serves
on the Board of Governors of the National Association of Real Estate
Investment Trusts and on its Editorial Board. Mr. Barr has served as
President of the California Chapter of the Real Estate Securities and
Syndication Institute of the National Association of Realtors ("RESSI"),
which has awarded him the designation of Specialist in Real Estate
Securities. Since 1983, he has served on the Board of Directors of Silicon
Valley Bancshares. In 1989 he authored the book J.K. Lasser's "Real Estate
Investment Guide" published by Prentice Hall.
ITEM 11. EXECUTIVE COMPENSATION
The General Partner, Landsing Partners-III, and its general partners, receive
no compensation from the Partnership. The General Partner has contracted
with The Landsing Corporation, an affiliate, for the provision of certain
asset and property management and administrative services. The Landsing
Corporation has subcontracted these management and administrative services to
its affiliate, Pacific Coast Capital. During 1995, Pacific Coast Capital
received management fees of $132,000, which were determined based on expenses
incurred in order to operate the Partnership. In addition, Pacific Coast
Capital was paid $38,000 for property management services. These property
management fees were based on monthly property revenues received. See Item
13, "Certain Relationships and Related Transactions" for further information.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
No person or group is known by the Partnership to hold more than 5% of the
Units of Limited Partnership. The General Partner is not a direct or
beneficial owner of any Units of the limited partnership. The General
Partner knows of no arrangements, including any pledge by any person of
securities of the Partnership, the operation of which may at a subsequent
date result in a change in control of the Partnership.
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership has agreements with The Landsing Corporation and one of its
affiliates, Pacific Coast Capital, pursuant to which the Partnership has paid
various fees and compensation to these companies. The Landsing Corporation
is a closely-held corporation.
The Partnership has entered into a property management agreement with Pacific
Coast Capital for the management of the Partnership's properties. During
1995, Pacific Coast Capital received $38,000 for property management.
The Partnership has retained The Landsing Corporation to serve as advisor and
to manage the day-to-day operations of the Partnership. These services are
provided under a subcontract with Pacific Coast Capital, an affiliate of The
Landsing Corporation. Pacific Coast Capital is to perform these services
based on reimbursement of costs incurred but in no case are these to exceed
those which the Partnership would have to pay independent parties for
comparable services. During 1995, Pacific Coast Capital received expense
reimbursements of $132,000.
For information concerning the agreements between the Partnership and the
affiliates of The Landsing Corporation, see Note 2 of Notes to Consolidated
Financial Statements filed as part of this Annual Report.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
See the Index at page F-1.
2. Financial Statements Schedules
See the Index at page F-1.
3. Exhibits
See the Exhibit Index which immediately precedes the
Exhibits filed with this Report.
(b) The Partnership filed no reports on Form 8-K during the
quarter ended December 31, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
LDP-III
By: Landsing Partners-III, General Partner
By: Landsing Equities Corporation,
General Partner
March 28, 1996 By: GARY K. BARR, President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Partnership and in the capacities and on the dates indicated.
March 28, 1996 By: GARY K. BARR, President and Director,
Landsing Equities Corporation
(Principal Executive Officer)
<PAGE>
Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act.
No Annual Report or Proxy material has been sent to Partnership's security
holders. An Annual Report will be furnished to such security holders
subsequent to the filing of Partnership's Annual Report on Form 10-K, and,
when sent, Partnership shall furnish copies of such material to the
Commission.
<PAGE>
LDP-III
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
INCLUDED IN THE FORM 10-K
Report of Independent Accountants F-2
Financial Statements:
Consolidated Balance Sheets, December 31, 1995 and 1994 F-3
Consolidated Statements of Operations for the Years Ended
December 31, 1995, 1994 and 1993 F-4
Consolidated Statements of Changes in Partners' Equity for the Years
Ended December 31, 1995, 1994 and 1993 F-5
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993 F-6
Notes to Consolidated Financial Statements F-7
Supplemental Consolidated Financial Statement Schedules:
Schedule X - Supplementary Consolidated Income Statement Information
for the Years Ended December 31, 1995, 1994 and 1993 S-1
Schedule XI - Real Estate and Accumulated Depreciation
at December 31, 1995 S-2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
____________________________________________________________________________
To the General Partner of LDP-III:
We have audited the accompanying consolidated financial statements and
consolidated financial statement schedules of LDP-III and subsidiary listed in
the index on page F-1 of this Form 10-K as of December 31, 1995 and 1994, and
the related consolidated statements of operations, partners' equity and cash
flows for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of LDP-III and subsidiary as of December 31, 1995 and 1994, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles. In addition, in our opinion, the
consolidated financial statement schedules referred to above, when considered
in relation to the basic financial statements taken as a whole, present fairly
in all material respects, the information required to be included therein.
The accompanying consolidated financial statements and consolidated financial
statement schedules have been prepared assuming that the Partnership will
continue as a going concern. As discussed in Note 1 to the financial
statements, the Partnership has suffered negative cash flows and recurring
losses from operations which raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to this matter
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
DALBY, WENDLAND & CO., P.C.
Glenwood Springs, Colorado
March 22, 1996
<PAGE>
LDP-III
<TABLE>
CONSOLIDATED BALANCE SHEETS, DECEMBER 31, 1995 and 1994
(In thousands)
<CAPTION>
1995 1994
ASSETS
<S> <C> <C>
INVESTMENTS IN REAL ESTATE:
Rental properties (including property held for sale) $ 12,306 $ 12,172
Accumulated depreciation (4,264) (3,922)
8,042 8,250
CASH AND CASH EQUIVALENTS (including interest
bearing deposits of $104 in 1995 and $193 in 1994) 212 264
OTHER ASSETS:
Short-term investments 198 595
Accounts receivable 24 37
Prepaid expenses and deposits 8 9
Loan costs and leasing commissions (net of accumulated
amortization of $536 in 1995 and $482 in 1994) 152 131
Total other assets 382 772
TOTAL $8,636 $9,286
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Notes payable $7,871 $8,167
Accounts payable 5 31
Other liabilities 81 75
Total liabilities 7,957 8,273
PARTNERS' EQUITY 679 1,013
TOTAL $8,636 $9,286
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
<PAGE>
LDP-III
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(In thousands except per unit amounts)
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
REVENUE:
Rental $ 1,339 $ 2,101 $ 2,934
Agricultural 0 0 369
Interest 28 30 32
Total revenue 1,367 2,131 3,335
EXPENSE:
Interest 717 1,302 1,948
Operating:
Rental 394 1,002 1,541
Agricultural 0 0 46
Depreciation and amortization 396 588 795
General and administrative 194 233 323
Total expense 1,701 3,125 4,653
LOSS BEFORE GAIN FROM SALE OF REAL
ESTATE AND EXTRAORDINARY ITEM (334) (994) (1,318)
GAIN FROM SALE OF REAL ESTATE 0 401 1,079
LOSS BEFORE EXTRAORDINARY ITEM (334) (593) (239)
EXTRAORDINARY ITEM - GAIN FROM
EXTINGUISHMENT OF DEBT 0 334 66
NET LOSS $ (334) $ (259) $ (173)
PER PARTNERSHIP UNIT:
LOSS BEFORE EXTRAORDINARY ITEM $ 0 $ (16) $ (6)
NET LOSS $ (9) $ (7) $ (5)
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
<PAGE>
LDP-III
<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(Dollars in thousands except per unit amounts)
<CAPTION>
LIMITED PARTNERS
NUMBER OF GENERAL TOTAL
PARTNERSHIP PARTNER PARTNERS'
UNITS AMOUNT AMOUNT EQUITY
<S> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1993 37,156 $ 1,965 $ 0 $ 1,965
Net loss - 1993 (173) (173)
BALANCE, DECEMBER 31, 1993 37,156 1,792 0 1,792
Abandonments (15)
Distribution - 1994 (520) (520)
Net loss - 1994 (259) (259)
BALANCE, JANUARY 1, 1994 37,141 1,013 0 1,013
Abandonments (5)
Net loss - 1995 (334) (334)
BALANCE, DECEMBER 31, 1995 37,136 $ 679 $ 0 $ 679
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
<PAGE>
LDP-III
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(In thousands)
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (334) $ (259) $ (173)
Adjustments to reconcile net loss to net cash
used in operating activities:
Provision for loss in value of investment in real
estate, gain from sale of real estate and extra-
ordinary item 0 (699) (1,145)
Depreciation 342 588 795
Changes in operating assets and liabilities:
Decrease in accounts receivable 13 60 366
Decrease (increase) in prepaid expenses
and deposits 1 43 (96)
Decrease in accounts payable (27) (61) (133)
Increase (decrease) in accrued interest payable 0 (45) 135
Increase (decrease) in other liabilities 6 (124) 54
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 1 (497) (197)
CASH FLOWS FROM INVESTING ACTIVITIES:
Short-term investments 397 0 (595)
Capital expenditures and construction (134) (537) (217)
Deferred expenses (21) 43 (39)
Net proceeds from sale of rental properties 0 1,415 2,178
NET CASH PROVIDED BY INVESTING ACTIVITIES 242 921 1,327
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable (295) (92) (1,445)
Net proceeds from refinancing 0 173 340
Distribution to unit holders 0 (520)
NET CASH USED IN FINANCING ACTIVITIES (295) (439) (1,105)
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (52) (15) 25
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 264 279 254
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 212 $ 264 $ 279
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
<PAGE>
LDP-III
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per unit amounts)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - LDP-III (the "Partnership") is a limited partnership
organized under the laws of the state of California for the purpose of
acquiring, operating, holding for investment, and ultimately selling
income producing real estate. Landsing Partners-III (the "General
Partner") is a California general partnership whose partners are
Landsing Equities Corporation and Partners '84. LDP-III was formed on
August 30, 1983, and shall continue until December 31, 2033, unless
sooner terminated. The Partnership commenced operations on December 9,
1983, with the acquisition of the first property.
Investment in Subsidiary - On December 3, 1992 the Partnership
transferred two of its properties, the 533 Cabot Building and the 391
Forbes Building to its wholly owned subsidiary, LDP-III Realty Service
Corporation, who filed bankruptcy under Chapter 11 of the Federal
Bankruptcy Code. During 1993, the U.S. Bankruptcy case was dismissed
and the 533 Cabot Building was disposed of. For financial reporting
purposes the Partnership consolidates the operation of the subsidiary
with that of the Partnership. All significant intercompany transactions
and balances have been eliminated.
Rental Properties - Rental properties are stated at the lower of cost or
recoverable value. Depreciation is computed by the straight-line method
over estimated useful lives ranging from five to forty years. Certain
acquisition fees and expenses for real estate brokerage services paid to
Landsing Property Corporation, an affiliate of the General Partner, are
capitalized as a cost of rental properties. Tenant improvements are
amortized over the lives of the related tenant leases which range from
one to ten years. Major additions are capitalized at cost, while
maintenance and repairs which do not improve or extend the life of the
respective assets are expensed currently. When assets are retired or
otherwise disposed of, the costs and related accumulated depreciation
are removed from the accounts, and any gain or loss on disposal is
included in the results of operations.
Loan Costs and Leasing Commissions - Amounts paid to obtain loans are
deferred and amortized over the lives of the related notes payable,
which range from four to ten years. Leasing commissions are amortized
over the lives of the tenant leases which range from one to ten years.
Cash and Cash Equivalents - The Partnership considers all highly liquid
investments with a maturity of three months or less from the date of
purchase to be cash equivalents.
Short-Term Investments - The Partnership invests in short-term federally
insured certificates of deposits which mature in a date in excess of
three months from the date of purchase. The cost of these investments
approximates market value.
<PAGE>
Income Taxes - No provision for Federal or state income taxes has been
made in the financial statements because these taxes are the obligation
of the partners.
Net Loss Per Partnership Unit - Net loss per Partnership unit is based
on weighted average units outstanding after giving effect to net income
(loss) allocated to the general partner of $0 in 1995, $0 in 1994 and $0
in 1993.
Concentrations of Credit Risk - The Partnership's financial instruments
that are exposed to concentrations of credit risk consist primarily of
its cash and cash equivalents. The Partnership's cash and cash
equivalents are in high-quality institutions with high credit ratings.
This investment policy limits the Partnership's exposure to
concentrations of credit risks.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those
estimates.
Going Concern Basis of Accounting - The Partnership has continued to
incur substantial operating losses. A combination of historic high
building activity and recessionary economic activity caused severe
market pressures on rental rates, occupancy levels and agricultural
prices. As a result of these conditions, the Partnership has been
unable to generate sufficient cash from operations to fully fund its
operating, necessary capital improvements and debt service requirements,
resulting in depletion of the Partnership's cash reserves. These
conditions may indicate that the Partnership will be unable to continue
as a going concern and realize its property values in the normal course
of business. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be
necessary should the Partnership be unable to continue as a going
concern.
The General Partner believe that due to the disposition of certain
properties and improvement in the remaining properties in the portfolio,
that operations will stabilize. Net loss before gains from sales and
extraordinary items decreased to ($334) in 1995 compared to ($1,001) in
1994 and ($1,318) in 1993. The Partnership expects this positive trend
to continue.
<PAGE>
2. RELATED PARTY TRANSACTIONS
The Partnership has entered into agreements with The Landsing
Corporation and one of its affiliates, Pacific Coast Capital. Advisory
services for investment management, general and administrative and
property management are provided by Pacific Coast Capital under
subcontract with The Landsing Corporation. The General Partner is an
affiliate of The Landsing Corporation. The related party transactions
delineated in the Partnership Agreement with affiliates of the General
Partner are as follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
General and Administrative Support $ 194 $ 233 $ 280
Reimbursement for Sales
Activity Support 0 0 17
Property Management and Lease
Commissions 38 58 75
3. RENTAL PROPERTIES
1995 1994
Rental properties consist of the following:
Land $2,205 $2,205
Building and improvements 10,101 9,967
Total $12,306 $12,172
4. REAL ESTATE
During 1994, a first note payable of $2,395, a second note payable of
$419 and a third note payable of $304, all due to the same lender and
collateralized by the Jefferson Place Office Building, were consolidated
into a single note. This consolidation resulted in a gain on debt
forgiven of $334.
On July 7, 1994, the Partnership sold the Silverado Apartments located
in Houston, Texas. Total consideration received by the Partnership was
$8,500, which resulted in a gain of $364 and cash proceeds of $1,234.
On October 14, 1994, the Partnership sold the Montbello Green Commercial
Building located in Denver, Colorado. Total consideration received by
the Partnership was $260, which resulted in a gain of $37 and cash
proceeds of $229.
On February 22, 1993, the Partnership sold the Quailwood Almond Ranch
located in Kern County, California. Total consideration received by the
Partnership was $2,178, which resulted in a gain of $1,079 and cash
proceeds of $953.
<PAGE>
On June 28, 1993, the Partnership's wholly-owned subsidiary, LDP-III
Realty Services Corporation, returned to the lender the 533 Cabot
Building in settlement of a U.S. Bankruptcy Court case. This resulted
in an extraordinary gain on the extinguishment of debt of $66 for
financial reporting purposes.
5. NOTES PAYABLE
</TABLE>
<TABLE>
Notes Payable at December 31, 1995 and 1994, consisted of (thousands of
dollars):
<CAPTION>
1995 1994
<S> <C> <C>
First note payable collateralized by the Jefferson
Place Building bears interest at a rate of 9.25%
and requires payments of $23 per month. This note
matures August 8, 1999. $ 2,529 $ 2,814
Note payable collateralized by the 391 Forbes
Building bears interest at a rate of 11.25% and
requires principal and interest payments of $10 per
month. This note matures on March 1, 1996. 934 945
(See Note 10)
First note payable collateralized by the 1201
Cadillac Building bears interest at a rate of 8.5%
and requires interest payments of $31 per month.
This note matures on September 1, 1999. 4,408 4,408
Total $7,871 $8,167
</TABLE>
During 1994, the General Partner re-negotiated the terms and conditions
of the first loan on the Jefferson Place Office Building. In return for
a principal paydown of $50 the existing loan was reduced by $334 to an
outstanding balance of $2,814. This new loan earns interest at the rate
of 9.25% per annum, and requires monthly principal and interest
payments of $23. Loan is all due and payable on August 8, 1999. This
reduction in the outstanding principal balance in excess of the
principal payments made resulted in income to the partnership from
forgiveness of debt of $334. During 1995, the Partnership made an
additional principal paydown on this loan of $243.
The loans on the 1201 Cadillac building became due on September 1, 1994.
The General Partner was able to refinance these loans with the existing
lender. The new loan has a principal balance of $4,408, earning
interest at the rate of 8.5% per annum, requiring interest only
payments. The entire outstanding balance of the loan is all due and
payable on September 1, 1999.
Rental properties are pledged as collateral for notes payable which
mature over periods ending through 1999. Principal payments required in
future years are as follows:
1996 $ 964
1997 31
1998 35
1999 6,841
2000 0
Total $ 7,871
<PAGE>
6. RENTAL PROPERTIES UNDER OPERATING LEASES
Minimum future rents from rental properties under operating leases
having initial or remaining noncancelable lease terms in excess of one
year at December 31, 1995, are as follows:
1996 $1,169
1997 779
1998 406
1999 230
2000 106
Total $ 2,690
<PAGE>
<TABLE>
7. RECONCILIATION TO INCOME TAX BASIS OF ACCOUNTING
The differences at December 31, 1995, 1994 and 1993, between the basis
of accounting used in the accompanying financial statements and the
income tax basis used to file the Partnership's Federal income tax
return are as follows:
<CATPION>
1995 1994 1993
<S> <C> <C> <C>
Net loss $(334) $ (259) $ (173)
(Increase) decrease resulted from:
Accelerated depreciation (182) (399) (368)
Capitalize for tax purposes-special
tax assessment 23
Accelerated depreciation on property sold 2,376 13
Investment - LDP-III Realty Service
Corporation 12 36 306
Other (25)
Net income(loss) - tax basis $(481) $ 1,754 $ (247)
Taxable income (loss) per Partnership unit $ (13) $ 47 $ (7)
Partners' equity $ 679 $ 1,013 $1,792
Increase (decrease) resulted from:
Correct Recording of Investment 400
Investment - LDP-III Realty Service
Corporation 354 342 306
Partners' equity - tax basis $1,433 $ 1,355 $2,098
</TABLE>
<PAGE>
8. NON-CASH INVESTING ACTIVITIES
The non-cash investing activities for the Partnership are as follows:
1995 1994 1993
Sale of Rental Properties:
Gain from sale/foreclosure of rental properties $ 0 $ 0 $ 66
Cost of rental properties sold or foreclosed
(net of accumulated depreciation and unamortized
deferred costs) 0 0 4,458
Notes payable forgiven 0 (334) (4,609)
Net proceeds (paid) $ 0 $(334) $ (85)
9. SUPPLEMENTAL CASH FLOW INFORMATION
The Partnership paid interest of $717 in 1995, $1,302 in 1994, and
$2,082 in 1993, of which $0, $0 and $342 of interest was reclassified to
notes payable during 1995, 1994 and 1993 respectively.
10. SUBSEQUENT EVENT
During March of 1996 the Partnership executed a promissory note with a
bank for $950,000. The note term is one year with interest payable at
prime plus 1.5%. The proceeds were used to retire existing debt. This
note is secured by the 391 Forbes Building.
<PAGE>
SCHEDULE X
LDP-III
SUPPLEMENTARY CONSOLIDATED INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(In thousands)
Column A Column B
CHARGED TO COSTS AND EXPENSES
ITEM 1995 1994 1993
1. Maintenance and repairs $ 109 $218 $ 345
2a. Depreciation 342 510 703
2b. Amortization of deferred loan
costs and leasing commissions 54 78 92
3. Property taxes 130 254 402
4. Advertising 0 0 27
As to items omitted, amounts did not exceed one percent of total revenue.
<PAGE>
SCHEDULE XI
LDP-III
<TABLE>
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
(In thousands)
A description of the income-producing properties which the Partnership owned
at December 31, 1995 is as follows:
<CAPTION>
COST PROVISION
INITIAL COST CAPITALIZED FOR
BLDG. & SUBSEQUENT LOSS IN ACCUMUL.
DESCRIPTION: ENCUMBRANCES LAND IMPRVMNTS TOTAL TO ACQUIS. VALUE TOTAL DEPREC.
<F1> <F3><F4> <2><5>
____________ ______ _______ _______ _______ ______ _______ _______
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jefferson Place $2,529 $ 243 $ 5,150 $ 5,393 $ 1,074 $ (640) $ 5,827 $ 2,460
Boise, ID
DATE ACQUIRED:
12/09/893
391 Forbes Bldg. 934 821 672 1,493 355 1,848 411
So San Francisco,CA
DATE ACQUIRED:
07/31/85
1201 Cadillac Crt. 4,408 1,450 3,773 5,223 408 (1,000) 4,631 1,363
Milpitas, CA
DATE ACQUIRED: ______ ______ ______ ______ ______ _______ ______ ______
10/23/85
TOTAL $7,871 $2,514 $9,595 $12,109 $1,837 $(1,640) $12,306 $4,264
<PAGE>
<FN>
<F1> The Partnership's policy is to purchase development and completed
projects. Costs incurred before completion of the development are
included in building basis. Costs incurred after completion of the
development projects and costs incurred subsequent to the purchase of
completed projects are included as improvements.
<F2> Depreciation is computed by the straight-line method on lives ranging
from five to forty years.
<F3> Balance, January 1, 1993 $29,632
Improvements capitalized subsequent to acquisition-net 217
Cost of rental property sold and foreclosed (7,692)
Balance, December 31, 1993 22,157
Improvements capitalized subsequent to acquisition-net 34
Cost of rental property sold and foreclosed (10,019)
Balance, December 31, 1994 12,172
Improvements capitalized subsequent to acquisition-net 134
Balance, December 31, 1995 $12,306
<F4> The aggregate cost at December 31, 1995 for federal
income tax purposes $13,946
<F5> Balance, January 1, 1993 $ 7,360
Additions charged to expense 703
Accumulated depreciation relating to sold
and foreclosed property (2,154)
Balance, December 31, 1993 5,909
Additions charged to expense 371
Accumulated depreciation relating to sold
and foreclosed property (2,358)
Balance, December 31, 1994 3,922
Additions charged to expense 342
Balance, December 31, 1995 $ 4,264
</TABLE>
<PAGE>
E X H I B I T I N D E X
Exhibit Number in Accordance with 601 of Regulation S-K
Exhibit Description
3 & 4 The Partnership Agreement
included as Exhibit B to the
Prospectus dated March 1, 1984
(Incorporated by reference to
Exhibit 3.4 of Form 10-K for
the year ended December 31,
1985)
10.1 Commercial Contract to Buy and
Sell Real Estate dated
December 11, 1989 between
Highland Hall and Landsing
Diversified Properties-III
10.2 Bill of Sale and General
Warranty Deed related to the
sale of Silverado Apartments.
(Incorporated by reference to
Exhibit 10.1 and 10.2 of Form
8-K dated July 7, 1994)
99 ADDITIONAL EXHIBITS
99.1 The Prospectus dated March 1,
1984 (Incorporated by
reference to Exhibit 28.1 of
Form 10-K for the year ended
December 31, 1985)
99.2 Supplement No. 12 to
Prospectus (Incorporated by
reference to Exhibit 28.2 of
Form 10-K for the year ended
December 31, 1985)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 410
<SECURITIES> 0
<RECEIVABLES> 24
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 160
<PP&E> 12,306
<DEPRECIATION> 4,264
<TOTAL-ASSETS> 8,636
<CURRENT-LIABILITIES> 86
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 679
<TOTAL-LIABILITY-AND-EQUITY> 8,636
<SALES> 0
<TOTAL-REVENUES> 1,367
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 984
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 717
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (334)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
