UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(Amendment No. 1)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended June 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/A, QUARTER ENDED JUNE 30, 2000
INDEX
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Balance Sheet as of June 30, 2000..............................................3
Statement of Operations for the Quarter Ended June 30, 2000 ...................4
Statement of Cash Flows for the Quarter Ended June 30, 2000 ...................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....................................9
PART II OTHER INFORMATION
Item 1 Legal Proceedings......................................................10
Item 2 Changes in Securities..................................................10
Item 3 Defaults Upon Senior Securities........................................10
Item 4 Submission of Matters to a Vote of Security Holders....................10
Item 5 Other Information......................................................11
Item 6 Exhibits and Reports on Form 8-K.......................................11
Signatures....................................................................12
2
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PART 1: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Interim Balance Sheet
June 30, 2000
Unaudited
June 30, 2000 December 31, 1999
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ASSETS
Current Assets
Cash $1,153,944 $ 321,840
Accounts Receivable 6,916 1,435
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Total Current Assets 1,160,860 323,275
Investment in Land (Note 3) 4,734,276 6,235,543
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TOTAL ASSETS $5,895,136 $6,558,818
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LIABILITIES
Accounts Payable $ 27,391 $ 67,843
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Total Liabilities 27,391 67,843
CAPITAL
Partners' Capital 5,867,745 6,490,975
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TOTAL LIABILITIES & CAPITAL $5,895,136 $6,558,818
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3
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Statement of Operations
for the Three and Six Months' Ending June 30, 2000 and June 30, 1999
Unaudited
<TABLE>
<CAPTION>
Three Six Three Six
Months Ended Months Ended Months Ended Months Ended
June 30, 2000 June 30, 2000 June 30, 1999 June 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCOME
Rental Income $ -- $ -- $ 300.00 $ 600.00
Sales Proceeds -- -- -- 588,586.50
Cost of Sales -- -- -- (1,477,603.38)
Interest Income 7,776.19 11,588.91 12,220.54 22,150.82
Transfer Fees 243.21 918.21 1,015.00 1,540.00
Misc. Income -- -- 35,041.13 35,041.13
----------- ----------- ---------- -------------
Total Income 8,019.40 12,507.17 48,576.67 (829,684.93)
EXPENSE
Insurance Expense $ 72.00 $ 72.00 $ -- $ 56.00
Interest Expense 521.83 726.69 -- --
Accounting Expense 9,575.65 10,955.65 4,330.00 14,682.50
Legal Expense 7,207.85 20,659.18 20,659.18
Management Fees 24,491.67 31,014.73 10,472.09 26,887.35
Miscellaneous Expense 1258.23 1258.23 --
Office Expense -- -- -- 25.20
Outside Service 681.40 2,181.40 4,624.24 6,784.24
Printing 1,322.12 1,672.41 1,172.75 2,425.18
Postage 1,029.21 1,355.97 38.25 1,441.10
Property Tax 8,213.88 18,653.43 9,730.57 19,434.04
Telephone Expense 47.82 47.82 22.66 34.84
Trustee Fees -- 500.00 2,750.00 3,250.00
Utilities 4.40 4.40 245.00 245.00
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Total Expenses 47,218.21 75,650.58 54,044.74 95,924.63
----------- ----------- ---------- -------------
Profit/Loss $(39,198.81) $(63,143.41) $(5,468.07) $ (925,609.56)
=========== =========== ========== =============
</TABLE>
4
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Statement of Cash Flows
for the Six Months' Ending June 30, 2000 and the Six Months Ending June 30, 1999
Unaudited
Six Six
Months Ended Months Ended
June 30, 2000 June 30, 1999
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Cash Flows From Operating Activities
Net Loss $ (63,143) $ (925,610)
Adjustments to reconcile net income to
net cash used in operating activities:
Changes in current assets and liabilities:
Increase in accounts receivable (5,482) 2,528
Decrease in accounts payable (40,452) (16,482)
Decrease in accrued expenses (56,303) --
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Total adjustments (102,237) (13,954)
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Net cash used in operating activities (165,380) (939,564)
Cash Flows From Investing Activities:
Basis in Land Sold 1,000,000 1,445,530
Land-Related Costs -- --
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Net cash provided by investing activities 1,000,000 1,445,530
Cash Flows From Financing Activities:
Distribution (2,516) --
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Net cash used in financing activities (2,516) --
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Increase(Decrease) in Cash and Cash Equivalents 832,104 (505,966)
Cash and cash equivalents at beginning of year 321,840 679,500
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Cash and cash equivalents at end of year $ 1,153,944 $ 1,185,471
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5
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO INTERIM FINANCIAL STATEMENTS
June 30, 2000
NOTES TO INTERIM FINANCAIL STATEMENTS
NOTE 1: STATEMENT OF INFORMATION FURNISHED (6/30/2000)
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 June 30, 2000, the
results of operations for the three and six months period ended June 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 annual report on Form 10-K for
the year ended December 31, 1999.
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 annual report on Form 10-K.
This Q is being amended to reflect the write down of certain properties in
accordance with "Fresh Start" accounting rules due to the Partnership's
emergence from bankruptcy on April 5, 2000.
6
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO INTERIM FINANCIAL STATEMENTS
June 30, 2000
NOTE 2: 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
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, and have been charged to partner's
capital. Land purchase costs not previously allocated represent
commissions, legal expenses, and other expenses incurred during the
acquisition of the land. 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.
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.
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO INTERIM FINANCIAL STATEMENTS
June 30, 2000
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 the Amendments to Agreement of Limited
Partnership of TPI Land Development III Limited Partnership, (paragraph
4.1.a), dated January 1998.
NOTE 3: LAND
Costs incurred by the Partnership for acquisition and holding of land as of
June 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
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The property located at 32nd Street and Baseline in Phoenix, AZ was sold
May 30, 2000 for $1,000,000.
NOTE 4: PARTNERS' CAPITAL
Partners' capital contributions received and subscribed as of June 30, 2000
are as follows:
Limited partners' contribution $ 9,939,500
Syndication Costs (31,415)
Return of Capital (989,447)
Prior Years' Profit (Loss) (2,430,180)
Current Year's Profit (Loss) (63,143)
Reorganization Value of Assets (501,267)
Accrued Losses in Reorganization (56,303)
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Partners' Capital $ 5,867,745
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8
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO INTERIM FINANCIAL STATEMENTS
June 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.
RESULTS OF OPERATIONS
The total sales of vacant land for the year ended December 31, 1999 were
$768,586.50, and for the six month period ending June 30, 2000 were $1,000,000.
Cost of sales for those same sales totaled $1,661,705 for the year ended
December 31, 1999 and $1,361,978 for the six month period ending June 30, 2000.
No loss was recognized in the statement of loss for the six month period ending
June 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 June 30, 2000 the Partnership had $1,160,860 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.
9
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO INTERIM FINANCIAL STATEMENTS
June 30, 2000
PART 2: OTHER INFORMATION
ITEM 1. 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.
A Final Decree was filed on April 5, 2000 in the United States Bankruptcy Court
for the District of Arizona, Case No. 95-05828-PHX-CGC, closing the Chapter 11
Bankruptcy case effective March 31, 2000.
ITEM 2. CHANGES IN SECURITES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. 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. 95-05828-PHX-CGC on
May 24, 1996.
10
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO INTERIM FINANCIAL STATEMENTS
June 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.
11
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
June 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: /s/ Lawrie Porter
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Lawrie Porter, Managing Member
Date: November 14, 2000
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