LDP III
10-Q, 1996-05-15
REAL ESTATE
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                                  FORM 10-Q
                                      
                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC  20549
                                      
                                      
              Quarterly Report Under Section 13 or 15(d) of the
                       Securities Exchange Act of 1934
                                      
                                      
                      For Quarter Ended March 31, 1996
                                      
                      Commission File Number:  0-13559
                                      
                                      
                                   LDP-III
    (Exact name of registrant as specified in its governing instruments)
                                      

      California                                   94-2911983
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)               Identification Number)


                  P. O. Box 130, Carbondale, Colorado 81623
                  (Address of principal executive offices)
                                      
                                      
                               (970) 963-8007
            (Registrant's telephone number, including area code)
                                      
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: [  ]

<PAGE>
<TABLE>

PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                                   LDP-III
                                      
CONSOLIDATED BALANCE SHEET, MARCH 31, 1996 AND DECEMBER 31, 1995 (Unaudited)
                           (Dollars in thousands)

<CAPTION>
                                              March 31,  December 31,
                                                 1995     1994
<S>                                            <C>      <C>
INVESTMENTS IN REAL ESTATE:
Rental properties                              $12,307    12,306
Accumulated depreciation                       (4,360)    (4,264)
Rental properties - net                         7,947      8,042

CASH AND CASH EQUIVALENTS (including interest bearing
 deposits of $124 in 1996 and $104 in 1995)       138        212

OTHER ASSETS:
Short-term investment                             198        198
Accounts receivable                                83         24
Prepaid expenses and deposits                      24          8
Deferred organization costs, loan costs and leasing commissions
 (net of accumulated amortization of $554 in 1996 and
 $536 in 1995)                                    139        152
Total other assets                                444        382

TOTAL                                          $8,529     $8,636

LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:

Notes payable                                  $7,858     $7,871
Accounts payable                                    6          5
Other liabilities                                  78         81
Total liabilities                               7,942      7,957


PARTNERS' EQUITY                                  587        679

TOTAL                                          $8,529     $8,636

See Financial Notes.

</TABLE>
<PAGE>
<TABLE>

LDP-III

CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
(In thousands except per share amounts)

<CAPTION>
                                                  1996     1995
<S>                                             <C>       <C>
REVENUE:
Rental                                          $   346    $  302
Interest                                              5        10
Total revenue                                       351       312

EXPENSE:
Interest                                            170       185
Operating                                           119       108
Depreciation and amortization                       114       107
General and administrative                           40        38
Total expense                                       443       438

NET INCOME (LOSS)                               $  (92)    $ (126)

NET INCOME (LOSS) PER PARTNERSHIP UNIT          $   (2)  $     (3)


See Financial Notes.

</TABLE>
<PAGE>
<TABLE>

LDP-III

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND
THE YEAR ENDED DECEMBER 31, 1995
(Unaudited)
(Dollars in thousands)
                                      
<CAPTION>
                        ...LIMITED PARTNERS....
                              NUMBER OF             GENERAL   TOTAL
                              PARTNERSHIP           PARTNER   PARTNERS'
                                UNITS     AMOUNT    AMOUNT    EQUITY
<S>                            <C>       <C>        <C>       <C>
BALANCE, JANUARY 1, 1995       37,141    $1,013               $1,013
Net loss - 1995                            (334)                (334)
Abandonments                       (5)

BALANCE, DECEMBER 31, 1995     37,136       679                  679
Net loss                                    (92)                 (92)

BALANCE, MARCH 31, 1996        37,136    $  587               $  587

Financial Notes.

</TABLE>
<PAGE>
<TABLE>
                                      
LDP-III

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
(In thousands)

<CAPTION>
                                                 1996     1995
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                           <C>         <C>
Net income (loss)                             $  (92)     $ (126)
Adjustments to reconcile net income (loss) to net cash
  used in operating activities:
Depreciation                                      96          92

Change in operating assets and liabilities:
(Increase) decrease in accounts receivable       (59)          4
Increase in prepaid expenses and deposits        (16)         (4)
(Dncrease) increase in accounts payable            1         (26)
(Decrease) increase in other liabilities          (3)         44
Net cash used in operating activities            (73)        (16)
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in deferred expenses                     13          11
Net cash provided by (used in) investing
 activities                                       13          11

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable                        (14)       (251)
Net cash provided by (used in) by financing 
 activities                                      (14)        251
Increase (decrease) in cash and cash 
 equivalents                                     (74)       (256)
Cash and cash equivalents at beginning of 
 period                                          410         859
Cash and cash equivalents at end of period    $  336      $  603


See Financial Notes.

</TABLE>
<PAGE>

LDP-III


FINANCIAL NOTES

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The accompanying unaudited consolidated financial statements should  be
     read in conjunction with the Partnership's 1995 Annual Report.   These
     consolidated statements have been prepared in accordance with the
     instructions to the Securities and Exchange Commission Form 10-Q and  do
     not  include all of the information and footnotes required by  generally
     accepted accounting principles for complete financial statements.

     In  the  opinion of the general partner, all adjustments (consisting  of
     normal  recurring accruals) considered necessary for a fair presentation
     have  been  included.  The consolidated results of  operations  for  the
     three  months  ended  March  31,  1996 and  1995,  are  not  necessarily
     indicative  of  the  results that may be expected for  the  year  ending
     December 31, 1996.

     For   purposes  of  the  consolidated  statement  of  cash  flows,   the
     Partnership  considers all highly liquid investments with a maturity  of
     three  months  or less from the date of purchase to be cash equivalents.
     The  Partnership  paid interest of $170 and $185 for  the  three  months
     ended March 31, 1996, and 1995, respectively.

<PAGE>

ITEM 2.   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  currently  has  an
investment in 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'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  March  31, 1996, the Partnership's consolidated cash balance  totaled
$138,000.   Cash not required for current operations is placed  in  federally
insured  financial instruments and money market funds which can be liquidated
as needed.

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  the first quarter of 1996, the Partnership experienced a net decrease
in  cash of $74,000.  Short-term investments did not change during the  first
quarter  of  1996.   As  of March 31, 1996, cash plus short-term  investments
totaled $336,000 versus a balance of $410,000 at December 31, 1995.

The  Partnership does not plan any cash distributions to its limited partners
in 1996.  All sale and loan proceeds realized by the Partnership will be used
primarily to make cash distributions.

RESULTS OF OPERATIONS


The following represents the operations of those properties held continuously
during the first three months of 1996 and 1995:

<TABLE>

<CATPION>

                                    1996      1995    % Change

     <S>                           <C>       <C>       <C>
     Rental Revenue                $ 351     $ 312     + 13%
     Operating Expense               119       109     +  9%
     Net Operating Income            232       203     + 14%

     Interest Expense                170       185     -  8%

</TABLE>

<PAGE>

Overall,  revenues  increased  for the three  months  ended  March  31,  1996
relative  to the same period in 1995.  The increase in commercial  properties
was  due  to  higher occupancy and normal increases in current lease  amounts
due.

The  Partnership's real estate assets in the Boise and San Francisco Bay Area
marketplace  have  experienced  a significant imbalance  between  supply  and
demand.   A  combination of historic high building activity and  recessionary
economic  activity  caused  severe  market  pressures  on  rental  rates  and
occupancy levels.  Market conditions in these markets appear to be stabilizing.

The  Jefferson Place Office Building is currently 92% occupied, while the 391
Forbes Building and the 1201 Cadillac Court Building are 100% occupied.

Property operating expenses increased 9% for the three months ended March 31,
1996 relative to the same period in 1995.

The  Partnership  general and administrative expense was  unchanged  in  1996
relative  to  the  same  period in 1995.  The General  Partner  continues  to
exercise general and administrative expense control.

INFLATION

The  Partnership's rental revenues in certain overbuilt real estate  markets,
including Boise and the San Francisco Bay Area, 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.

PART II.  OTHER INFORMATION
                                      
All  items  in Part II have been omitted since they are inapplicable  or  the
answer is negative.

<PAGE>
                               SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant  has duly caused this report to be signed on its  behalf  by  the
undersigned thereunto duly authorized.

                                        LDP-III




Date: May 10, 1996              /s/ Gary K. Barr
                                Gary K. Barr, President
                                Landsing Equities Corporation
                                Managing  Partner  of  the  General Partner
                                Landsing Partners-III


<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000727745
<NAME> LDP-III
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1996
<CASH>                                             336
<SECURITIES>                                         0
<RECEIVABLES>                                       83
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                   163
<PP&E>                                          12,307
<DEPRECIATION>                                   4,360
<TOTAL-ASSETS>                                   8,529
<CURRENT-LIABILITIES>                               84
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                         587
<TOTAL-LIABILITY-AND-EQUITY>                     8,529
<SALES>                                              0
<TOTAL-REVENUES>                                   351
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                   273
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 170
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      (92)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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