UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 2000, Commission file number: 33-2121
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
ARIZONA 86-0540409
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2944 N. 44th Street, Suite 200, Phoenix, Arizona 85018
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(Address of principal executive offices) (Zip Code)
(602) 955-4000
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(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
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
FORM 10-Q, QUARTER ENDED SEPTEMBER 30, 2000
INDEX
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Balance Sheet as of September 30, 2000....................................... 3
Statement of Operations for the Quarters Ended September 30, 2000 and 1999... 4
Statement of Cash Flows for the Quarters Ended September 30, 2000 and 1999... 5
Notes to Interim Financial Statements........................................ 6
All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
Item 2 Management's Discussion and Analysis.................................. 8
PART II OTHER INFORMATION
Item 1 Legal Proceedings..................................................... 9
Item 2 Changes in Securities................................................. 9
Item 3 Defaults Upon Senior Securities....................................... 9
Item 4 Submission of Matters to a Vote of Security Holders................... 9
Item 5 Other Information..................................................... 10
Item 6 Exhibits and Reports on Form 8-K...................................... 10
Signatures................................................................... 11
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PART 1: FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Balance Sheet
September 30, 2000
Unaudited
September 30, 2000 December 31, 1999
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ASSETS
Current Assets
Cash $1,160,934 $ 321,840
Accounts Receivable 2,730 1,435
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Total Current Assets 1,163,664 323,275
Investment in Land (Note 3) 4,734,276 6,235,543
Other Assets -- --
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TOTAL ASSETS $5,897,940 $6,558,818
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LIABILITIES
Accounts Payable $ 35,088 $ 67,843
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Total Liabilities 35,088 67,843
CAPITAL
Partners' Capital 5,862,852 6,490,975
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TOTAL LIABILITIES & CAPITAL $5,897,940 $6,558,818
========== ==========
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Statement of Operations
for the Three and Nine Months' Ending September 30, 2000 and September 30, 1999
Unaudited
<TABLE>
<CAPTION>
Three Nine Three Nine
Months Ended Months Ended Months Ended Months Ended
September 30, 2000 September 30, 2000 September 30, 1999 September 30, 1999
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
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 19,087.01 30,675.92 13,930.35 36,081.17
Transfer Fees 670.00 1,588.21 1,855.00 3,395.00
Misc. Income -- -- -- 35,041.13
------------- ------------- ------------- -------------
Total Income 19,757.01 32,264.13 11,983.36 (817,701.57)
EXPENSE
Insurance Expense -- 72.00 -- 56.00
Interest Expense 405.13 1,131.82 -- --
Accounting Expense 5,475.00 16,430.65 835.00 15,517.50
Legal Expense -- 7,207.85 10,640.25 31,299.43
Management Fees 10,000.95 41,015.68 11,733.39 38,620.74
Office Expense -- -- -- 25.20
Outside Service -- 2,181.40 279.80 7,064.04
Printing 80.00 1,752.41 2,719.06 5,144.24
Postage 2.86 1,358.83 1,655.78 3,096.88
Property Tax 8,208.68 26,862.11 12,337.26 31,771.30
Telephone Expense 24.75 72.57 1.72 36.56
Trustee Fees -- 500.00 750.00 4,000.00
Utilities -- 4.40 -- 245.00
Guaranteed Payment 2,968.29 4,226.52 -- --
------------- ------------- ------------- -------------
Total Expenses 27,165.66 102,816.24 40,952.26 136,876.89
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Profit/Loss $ (7,408.65) $ (70,552.11) $ (28,968.90) $ (954,578.46)
============= ============= ============= =============
</TABLE>
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Statement of Cash Flows
for the Nine Months' Ending September 30, 2000
Unaudited
<TABLE>
<CAPTION>
Nine Nine
Months Ended Months Ended
September 30, 2000 September 30, 1999
------------------ ------------------
Cash Flows From Operating Activities
<S> <C> <C>
Net Loss $ (70,552) $ (954,578)
Adjustments to reconcile net income to net
cash used in operating activities:
Changes in current assets and liabilities:
Increase in accounts receivable (1,296) 2,528
Decrease in accrued expenses (56,303) --
Decrease in accounts payable (32,755) (11,205)
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Total adjustments (90,354) (8,677)
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Net cash used in operating activities (160,906) (963,255)
Cash Flows From Investing Activities:
Basis in Land Sold 1,000,000 1,619,809
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Net cash provided by investing activities 1,000,000 1,619,809
Cash Flows From Financing Activities:
Returned duplicate payment -- --
Distribution -- --
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Net cash provided by financing activities -- --
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Net Increase in Cash and Cash Equivalents 839,094 656,554
Cash and cash equivalents at beginning of
period 321,840 679,505
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Cash and cash equivalents at end of period $ 1,160,934 $ 1,336,059
=========== ===========
</TABLE>
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO INTERIM FINANCIAL STATEMENTS
September 30, 2000
NOTES TO INTERIM FINANCIAL STATEMENTS
NOTE 1: STATEMENT OF INFORMATION FURNISHED (9/30/2000)
The accompanying unaudited interim financial statements have been prepared
in accordance with Form 10Q instructions and in the opinion of management
contains all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position as of September 30,
2000, the results of operations for the three and nine month periods ended
September 30, 2000, and the statement of cash flows for the nine month
period ending September 30, 2000. These results have been determined on the
basis of generally accepted accounting principles and practices and applied
consistently with those used in the preparation of the Partnership's
audited balance sheet as of March 31, 2000, the effective date of the
partnership's emergence from bankruptcy, as filed on form 8K/A on November
14, 2000
Certain information and footnote disclosure normally included in the
financial statements presented in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that
the accompanying financial statements be read in conjunction with the
financial statements and notes thereto incorporated by reference in the
Partnership's audited balance sheet as of March 31, 2000, the effective
date of the partnership's emergence from bankruptcy, as filed on form 8K/A
on November 14, 2000.
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO INTERIM FINANCIAL STATEMENTS
Septmeber 30, 2000
NOTE 2: LAND
Costs incurred by the Partnership for acquisition and holding of land as of
September 30, 2000 are as follows:
24th St. & Baseline $ 2,331,204
79th Ave. & Peoria 955,932
Central Ave./Avondale 75,000
Van Buren & Central/ Goodyear 1,372,140
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$ 4,734,276
===========
The property located at 32nd Street and Baseline in Phoenix, AZ was sold
May 30, 2000 for $1,000,000.
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<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO INTERIM FINANCIAL STATEMENTS
September 30, 2000
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS
When used in this discussion, the words "believes", "anticipates", "expects",
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties, which could
cause actual results to differ materially from those projected. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. Actual results, performance or achievements
could differ materially from those anticipated in such forward looking
statements as a result of numerous factors. The Partnership undertakes no
obligation to republish revised forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Readers are also urged to carefully review and consider
the various disclosures made by the Partnership which attempt to advise
interested parties of the factors which affect the Partnership's business, in
this report, as well as the Partnership's periodic reports on Forms 10-K and 8-K
filed with the Securities and Exchange Commission.
The total sales of vacant land for the nine months ended September 30, 1999 were
$768,586.50, and consisted of the property located at Pecos Rd. and Arizona
Ave., Chandler, AZ, the property located at 79th Ave. and Peoria Ave., Peoria,
AZ, and an easement located at the northeast corner of Baseline Road and 32nd
Street, Phoenix, AZ. The total sales of vacant land for the nine month period
ending September 30, 2000 were $1,000,000, and represented the property located
at 32nd Street and Baseline Road, Phoenix, AZ. Cost of sales for those same
sales totaled $1,661,705 for the nine months ended September 30, 1999 and
$1,361,978 for the nine month period ending September 30, 2000. No loss was
recognized in the statement of loss for the nine month period ending September
30, 2000, because the property was written down by $307,902 to its fair market
value of $1,000,000 at the reorganization date, March 31, 2000.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2000 the Partnership had $1,160,934 in cash and money market
instruments. The sources of revenue during the operating period were proceeds
from the sale of property, interest on the money market account and transfer
fees.
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO INTERIM FINANCIAL STATEMENTS
September 30, 2000
PART 2: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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<PAGE>
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO INTERIM FINANCIAL STATEMENTS
September 30, 2000
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
On May 12, 2000 the Partnership filed Form 8-K to report that the Final Decree
was filed on April 5, 2000, with an effective date of March 31, 2000, in the
United States Bankruptcy Court in and for the District of Arizona, Case No.
B95-05828-PHX-CGC, Chapter 11.
On November 14, 2000 the Partnership filed Form 8-K/A to include an audited
balance sheet using "Fresh Start" accounting rules. All assets and liabilities
were restated to reflect their reorganization values, which approximates fair
values at the reorganization date. Additionally, the prior year's deficit was
eliminated as a charge to Partner's Capital.
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
September 30, 2000
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 Investor's Recovery Group, LLC, General Partner
By:
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Lawrie Porter, Managing Member
Date: November 14, 2000
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