UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1999, Commission file number: 33-2121
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
ARIZONA 86-0540409
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2999 N. 44th Street, Suite 450, Phoenix, Arizona 85018
(Address of principal executive offices) (Zip Code)
(602) 955-4000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) 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 (2) has been subject to such filing
requirements for the past 90 days [X] yes [ ] no
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [X] yes [ ] no
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Balance Sheet
As of September 30, 1999
Unaudited
ASSETS
Current Assets
Cash $1,336,059.17
-------------
Total Current Assets 1,336,059.17
Land-Baseline & 24th St 2,030,417.39
Land-Peoria & 79th Ave 832,591.98
Land-Baseline & 32nd St 1,139,148.04
Land-Central Ave/Avondale 125,472.02
Land-Van Buren & Central 1,302,319.75
-------------
Total Land 5,429,949.18
Other Assets 837,009.26
-------------
TOTAL ASSETS $7,603,017.61
=============
LIABILITIES
Accounts Payable $ 57,161.39
Total Liabilities 57,161.39
CAPITAL
Partners' Capital 7,545,856.22
-------------
TOTAL LIABILITIES & CAPITAL $7,603,017.61
=============
2
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Income Statement for the Three Months Ending September 30, 1999
Unaudited
Three
Months Ended
September 1999 Year to Date
------------- -------------
INCOME
Rental Income $ 300.00 $ 900.00
Sales Proceeds 180,000.00 768,586.50
Cost of Sales (184,101.99) (1,661,705.37)
Interest Income 13,930.35 36,081.17
Transfer Fees 1,855.00 3,395.00
Misc. Income -- 35,041.13
------------- -------------
Total Income 11,983.36 (817,701.57)
EXPENSE
Insurance Expense $ -- $ 56.00
Accounting 835.00 15,517.50
Legal 10,640.25 31,299.43
Management Fees 11,733.39 38,620.74
Office Expense -- 25.20
Outside Service 279.80 7,064.04
Printing 2,719.06 5,144.24
Postage 1,655.78 3,096.88
Property Tax 12,337.26 31,771.30
Telephone Expense 1.72 36.56
Trustee Fees 750.00 4,000.00
Utilities -- 245.00
------------- -------------
Total Expenses 40,952.26 136,876.89
------------- -------------
Profit/Loss $ (28,968.90) $ (954,578.46)
============= =============
3
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
PART 1: FINANCIAL INFORMATION
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF PARTNERSHIP
TPI Land Development III Limited Partnership is a limited partnership
formed during 1986 under the laws of the State of Arizona. The
Partnership reached impound on May 27, 1986.
DURATION OF PARTNERSHIP
It has been the intention of the Partnership to acquire property for
investment appreciation purposes. The partnership intends to sell a
portion or all of the properties in the future with a view towards
liquidation of the Partnership. If not terminated prior to December
31, 2001, the Partnership shall cease to exist at that date.
OTHER ASSETS
Organizational costs represent costs incurred during the formation
period of the Partnership. Organizational costs total $55,663.00.
Organizational costs were amortized over 60 months, and are fully
amortized. Syndication costs represent commissions incurred on the
sale of limited partnership interests and the costs of preparing the
prospectuses. Syndication costs total $31,415.83. Syndication costs
are not amortized. Land purchase costs not previously allocated
represent commissions, legal expenses, and other expenses incurred
during the acquisition of the land. Current unallocated land purchase
costs total $805,593.43. The allocation of land purchase costs to
total costs of sale when a parcel is sold is based on the parcel's
original contract price as a percentage of total contract prices of
all remaining parcels.
4
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
No provision for income tax is made for the Partnership since the
reporting and payment of income tax is the responsibility of the
individual partners.
PARTNERS' PREFERRED RETURN ON CAPITAL CONTRIBUTIONS
The preferred return clause was deleted in the Amendments to Agreement
of Limited Partnership of TPI Land Development III Limited
Partnership, dated January 1998.
ALLOCATION OF NET PROFITS, LOSSES, AND DISTRIBUTIONS TO PARTNERS
Net profits/losses (prepared on an accrual basis), and distributions
are allocated to the limited and general partners in accordance with
their respective capital percentages per Amendments to Agreement of
Limited Partnership of TPI Land Development III Limited Partnership,
(paragraph 4.1.a), dated January 1998.
NOTE 2: LAND
Costs incurred by the Partnership for acquisition and holding of land
as of September 30, 1999 are as follows:
24th St. & Baseline $ 2,030,417
79th Ave. & Peoria 832,592
32nd St. & Baseline 1,139,148
Central Ave./Avondale 125,472
Van Buren & Central/ Goodyear 1,302,320
-----------
$ 5,429,949
===========
5
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
NOTE 2: LAND (CONTINUED)
One Triplex apartment building was sold November 1, 1994 for $50,000.
Two Triplex apartment buildings were sold on January 1, 1995 for
$100,000. Rental property was sold on May 23, 1995 for $44, 900. A
corner pad (40,000 square feet) at 24th Street and Baseline, in
Phoenix, AZ, was sold December 16, 1996 for $400,000. A portion (4
acres) of the property in Casa Grande, AZ was sold November 11, 1998
for $348,480. The balance of the parcel (8.775 acres) in Casa Grande,
AZ was sold December 24, 1998 for $764,042. The property in Chandler,
AZ was sold February 3, 1999 for $588,586. The Partnership received
$35,000 from the City of Phoenix in payment of an easement right for a
15,024 square foot alignment along 32nd Street at the North East
Corner of Baseline, Phoenix, AZ.
NOTE 3: PARTNERS' CAPITAL
Partners' capital contributions received and subscribed as of
September 30, 1999 are as follows:
Limited partners' contribution $ 9,939,500
Prior years' profit (loss) (1,439,065)
Current year's profit (loss) (954,578)
-----------
Partners' Capital $ 7,545,856
===========
A prior period adjustment was made in 1996 to the prior year's profit
(loss) for $24,381. The previous general partner's original
contribution of $100,399 was in the form of a note payable. The note
was written off with the removal of the general partner and all of his
interests. Limited partners' original contributions were adjusted
accordingly. The accounts receivable balance of $2,079 due to the
general partner was written off and the current year's loss adjusted.
The note and the receivable netted in effect and the capital account
was corrected.
6
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
NOTE 4: The partnership was obligated under a Promissory Note dated May 3,
1993, with West Financial Corp. for $285,000. Interest of 14.9% per
annum was paid in monthly installments of $3,538.75 with the remaining
principal and interest due and payable on July 1, 1996. West Financial
Corp. assigned all rights, title and interest in the Promissory Note
and beneficial interest under the Deed of Trust to Bolco Limited
Partnership, in an agreement dated February 12, 1996. The agreement
extended the remaining interest due and payable to June 1, 1997. A
$70,000 principal payment was made with proceeds from the December 16,
1996 sale of a corner pad of the 24th Street and Baseline, Phoenix,
AZ, parcel. In addition, interest was paid in the amount of
$16,202.20. Further, an additional sum of $9,895.28 was erroneously
impounded by the title company. Both parties agreed to apply $8,395.28
to principal of the note, and to apply $1,500 towards attorney's fees
per the following stipulation: The United States Bankruptcy Court in
the District of Arizona, Chapter 11 issued an "Order Approving
Stipulation Regarding Secured Claim of Bolco Ltd. Partnership" dated
January 15, 1997. The Order extended the maturity date on the
Promissory Note through and including February 2, 1998, provided a
plan of reorganization was filed with the Court on or before August 1,
1997. All other terms of the original agreement are upheld. The note
was paid in full including principal and interest in the amount of
$272,425.88 on December 30, 1998, at which time a Release of All
Claims was filed and executed. On March 10, 1999 a fully executed
Satisfaction of Deed of Trust, Direction for Reconveyance and Deed of
Release and Reconveyance executed by Bolco Ltd. Partnership was
received.
7
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
NOTE 5: The tri-plex rental property was readied for a pending sale. A short
term loan from TPI Secured Income 89B was needed in addition to
existing cash reserves to prepare the property for sale. The loan was
repaid on February 1, 1995.
NOTE 6: The Partnership had loaned the sum of $39,500 to an unrelated entity
under a Promissory Note dated August 31, 1993. Interest of 15% per
annum is due monthly and accrues to principal if unpaid monthly. The
Note was foreclosed upon on July 13, 1994 and the property was
converted to an asset to be prepared for sale.
NOTE 7: The Partnership had loaned $25,000 to an unrelated party on October 8,
1993. Interest of 15% accrues to the principal with the balance all
due and payable October 4, 1994. The loan was repaid on October 18,
1994.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS
The partnership offering period ended December 31, 1987. From that date forward
the Partnership entered the operating stage which either held the properties for
appreciation or prepared the properties for disposition. Also during this
period, the final acquisitions were made.
As of September 30, 1999 the Partnership had $1,336,059.17 in cash and money
market instruments. The sources of revenue during the operating period were
proceeds from rental income, interest on the money market account and transfer
fees.
PART 2: OTHER INFORMATION
LEGAL PROCEEDINGS
A petition was filed on July 6, 1995 in the United States Bankruptcy Court for
the District of Arizona, Case No. 95-05828-PHX-CGC, for Chapter 11 Bankruptcy
protection. All parcels of real property are listed for sale, and are being
actively marketed. A plan of reorganization has been prepared and filed.
8
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The general partners, Herve Tessier and TPI Asset Management, Inc., resigned and
have been replaced by the Investors Recovery Group, LLC, which was organized by
existing partners in TPI Land Development III Limited Partnership. The members
of the Investors Recovery Group, LLC are Lawrie Porter, Carl Harwood, Robert
Long, Elizabeth Kowoser, Donald Thomas, and Craig Stevenson. On May 10 and 11,
1996 a Notice of Settlement Agreement regarding the Resignation of General
Partners of TPI III; Notice of Hearing on Approval of Settlement Agreement
regarding Resignation of General Partners of TPI III; and Notice of Selection of
Successor General Partner of TPI III were mailed to all Limited Partners. The
settlement agreement was approved by a court order in the United States
Bankruptcy Court District of Arizona, Chapter 11, Case No. 95-5828-PHX-CGC on
May 24, 1996.
9
<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
By: /s/ Lawrie Porter
-------------------------------
Lawrie Porter, Managing Member
Date: November 15, 1999
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT SEPTEMBER 30, 1999 AND THE STATEMENT OF OPERATIONS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
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<FISCAL-YEAR-END> DEC-31-1999
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<PERIOD-END> SEP-30-1999
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<PP&E> 6,266,958
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0
0
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