CONDEV LAND GROWTH FUND 86 LTD
10-Q, 1997-08-01
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                   FORM 10-Q

               Quarterly Report Pursuant to Section 13 or 15 (d)
                    of the Securities Exchange Act of 1934

                    For the Six Months Ended June 30, 1997
                       Commission File Number 33-06419-A

                       CONDEV LAND GROWTH FUND '86, LTD.
                       ---------------------------------
            (Exact name of registrant as specified in its charter)

      FLORIDA                                          59-2766359
      -------                                          ----------
   (State or other jurisdiction of               (I.R.S. Employer
    incorporation of organization)                 Identification No.)

                               2487 Aloma Avenue
                          Winter Park, Florida 32792
                   (Address of principal executive offices)

Registrant's telephone number, including area code: (407) 679-1748


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 report), and (2) has been subject to such filing
requirements for the past 90 days.  YES  X     NO       .
                                        ----  ---- 

                                       1
<PAGE>
 
                       CONDEV LAND GROWTH FUND '86, LTD.

                                     INDEX



PART I.        FINANCIAL INFORMATION:                  PAGE NUMBER

               ITEM 1.  Financial Statements

                    Statement of Assets,
                    Liabilities and Partner's
                    Capital - June 30, 1997
                    and December 31, 1996                      3
 
                    Statement of Income & Expense
                    Three Months Ended June 30, 1997
                    and June 30, 1996                          4

                    Statement of Income & Expense
                    Six Months Ended June 30, 1997
                    and June 30, 1996                          5

                    Statement of Cash Receipts and
                    Disbursements - Six Months
                    Ended June 30, 1997                        6

                    Notes to Financial Statements              7 - 9

               ITEM 2.  Management's Discussion and
                    Analysis of Financial Condition
                    and Results of Operations                  10

PART II.       OTHER INFORMATION:

               ITEM 6.  Exhibits and Reports on Form 8-K       10

                                       2
<PAGE>
 
                        PART I.  FINANCIAL INFORMATION



Item 1.   Financial Statements:
          ---------------------

The accompanying financial statements, in the opinion of Condev Associates, the
general partner of Condev Land Growth Fund '86, Ltd., reflect all adjustments
(which include only normal recurring adjustments) necessary to a fair statement
of the financial position, the results of operations and the changes in cash
position for the periods presented.  For a full description of accounting
policies, see notes to financial statements in the 1996 annual report on Form
10-K.

                       CONDEV LAND GROWTH FUND '86, LTD.
            STATEMENT OF ASSETS, LIABILITIES AND PARTNER'S CAPITAL
                      JUNE 30, 1997 AND DECEMBER 31, 1996

                                 ASSETS
                                 ------

                            June 30, 1997     December 31, 1996
                            -------------     -----------------

Cash & Cash Equivalents      $   70,229           $  144,871
Accounts Receivable               1,682                    0
Land, at Cost (Note 2)        1,432,163            1,401,236
Investment in Joint
  Venture  (Note 3)           1,524,873            1,500,919
Organization Costs, Net          20,794               20,794
                             ----------           ----------
 
             Total Assets    $3,049,741           $3,067,820
                             ==========           ==========


                       LIABILITIES AND PARTNER'S CAPITAL
                       ---------------------------------


Partner's Capital -
 General Partner                  3,785                3,966
 Limited Partners             3,045,956            3,063,854
                              ---------            ---------                    

   Total Partner's Capital   $3,049,741           $3,067,820
                              ---------           ----------

Total Liabilities and
        Partner's Capital    $3,049,741           $3,067,820
                             ==========           ==========

                                       3
<PAGE>
 
                       CONDEV LAND GROWTH FUND '86, LTD.
                        STATEMENT OF INCOME AND EXPENSE
              THREE MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996
                                  (UNAUDITED)


                               June 30, 1997       June 30, 1996
                               -------------       -------------

 
INCOME
- ------
 
Interest and Other Income           $ 1,413            $  2,265
 
Gain on sale of land                      0             149,348
 
Equity in income of Joint Venture       380                   0
                                    -------            --------
 
Total Income                        $ 1,793            $151,613
                                    -------            --------

 
OPERATING EXPENSES
- ------------------
 
Professional Services                   145               1,376
 
Equity in loss of joint venture           0                   0
 
Management Fees                       4,848                   0
 
Other Expense                         1,080               1,682
 
Office Expense                        1,048               3,843
                                    -------              ------
 
Total Operating Expense             $ 7,121            $  6,901
                                    -------            --------
 
Net Income/(Loss)                   $(5,328)           $144,712
                                    =======            ========

                                       4
<PAGE>
 
                       CONDEV LAND GROWTH FUND '86, LTD.
                        STATEMENT OF INCOME AND EXPENSE
               SIX MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996
                                  (UNAUDITED)


                               June 30, 1997       June 30, 1996
                               -------------       -------------
 
INCOME
- ------
 
Interest and Other Income            $ 2,308            $  4,338
 
Gain on Sale of Land                       0             149,348
                                     -------            --------
 
Total Income                         $ 2,308            $153,686
                                     -------            --------
 
 
OPERATING EXPENSES
- ------------------
 
Professional Services                  9,699              11,466
 
Equity in loss of joint venture        1,181               1,559
 
Management Fees                        4,848                   0
 
Other Expense                          1,171               1,985
 
Office Expense                         3,488               6,269
                                      ------            --------
 
Total Operating Expense             $ 20,387            $ 21,279
                                    --------            --------
 
Net Income/(Loss)                   $(18,079)           $132,407
                                    ========            ========
  

                                       5
<PAGE>
 
                       CONDEV LAND GROWTH FUND '86, LTD.
                            STATEMENT OF CASH FLOWS
                        SIX MONTHS ENDED JUNE 30, 1997
 
 
Cash flows from operating activities:
  Net Income (Loss)                                          $(18,079)
    Adjustments to reconcile net loss
    to net cash used for operating activities:
        Equity in loss of Joint Venture, net                    1,181
        Gain on land sale                                           0
        Cash used for changes:
          Accounts Receivable                                  (1,682)
                                                               ------
  Net cash used in operating activities:                      (18,580)
                                                              -------
Cash flows from investing activities:
  Land development costs                                      (30,927)
  Investment in Joint Venture                                 (25,135)
  Proceeds from land sale                                           0
                                                              -------
Net cash from investing activities:                           (56,062)
                                                              ------- 
Cash flows from financing activities:
  Distributions to partners                                        (0)
                                                              -------
Net cash used in financing activities:                             (0)
                                                              -------
Net increase (decrease) in cash                               (74,642)
 
Cash and cash equivalents at beginning of year                144,871
                                                              -------
 
Cash and cash equivalents at end of period                   $ 70,229
                                                             ========

                                       6
<PAGE>
 
                       CONDEV LAND GROWTH FUND '86, LTD.

                         NOTES TO FINANCIAL STATEMENTS


Note 1         BUSINESS:
               ---------

               Condev Land Growth Fund '86, Ltd. is a Florida Limited
               Partnership formed on April 17, 1986 under the Florida Uniform
               Partnership Act.  The Partnership was formed for the purpose of
               acquiring and holding for investment predevelopment land in
               Central Florida. The Partnership registered with the Securities
               and Exchange Commission a total of 7,500 units of limited
               partnership interests ("Units").  The Partnership had collected
               $7,500,000 in Partnership Capital as of December 31, 1987, the
               expiration of the offering period.

               As provided under the terms of the Partnership agreement the
               Partnership was to be in existence until December 31, 1993. In
               accordance with the Florida Limited Partnership Law and the
               Partnership Agreement, after December 31, 1993 the Partnership
               has been in liquidation with no change in the status of the
               limited partners or general partner.

               The Partnership has fully invested all available funds in
               properties located in the Central Florida area.  Refer to Note 2
               INVESTMENT IN LAND and Note 3 INVESTMENT IN JOINT VENTURES for
               details.

 
Note 2         INVESTMENT IN LAND:
               -------------------

               At March 31, 1997, land consisted of the following:
                     2.83 acre parcel (zoned commercial) in
                         southeast Orange County, Florida   $  328,986(a)
                     7.00 acre parcel (zoned commercial) in
                         Brevard County, Florida               420,503(b)
                     5.39 acre parcel (zoned commercial) in
                         Orange County, Florida                682,674
                                                           -----------
                                                           $ 1,432,163
                                                           ===========
 
               (a) On June 27, 1997, the Partnership executed an Option contract
               providing for Amoco Oil Company to acquire this parcel.  The
               Option provides for an inspection period of 90 days followed by a
               period in which Amoco is required to file for all necessary
               building permits preparatory to closing.
 
               (b) On April 28, 1997 the Partnership entered into an
               Agreement with a nationally recognized developer of retail
               sites for the sale of this entire parcel.  This contract was
               canceled by the Buyer on July 16 when the anticipated user
               for the site deferred its development plans until 1998.
               Consequently, this property is now back on the market.

                                       7
<PAGE>
 
               For full details of investment in land, including a description
               of each parcel, please refer to the notes in Form 10-K filed as
               of December 31, 1996.


Note 3            INVESTMENT IN JOINT VENTURE:
                  ----------------------------

               The Partnership owns a 59% interest in West 50 Joint Venture (A
               Florida Joint Venture) whose purpose is to acquire and hold a
               133-acre parcel of land in Lake County, Florida for investment
               purposes.  The remaining 41% interest is owned by Condev West 50,
               Ltd., an affiliate of the general partner.  The operations of
               West 50 Joint Venture consist primarily of professional services
               and real estate taxes. The Partnership's investment is carried at
               its equity in the net underlying assets.  A summary of the
               assets, liabilities, and venturers' capital of West 50 Joint
               Venture as of June 30, 1997 is as follows:
 
 
                                    Assets
                                    ------    
 
Cash                                                  $    1,026
Investment in land                                     2,583,505
                                                      ----------
                                                      $2,584,531
                                                      ==========
 
                      Liabilities and Venturers' Capital
                      ----------------------------------- 
 
Liabilities                                                    0
Venturers' capital                                     2,586,533
Current profit (loss)                                     (2,002)
                                                       --------- 
                                                      $2,584,531
                                                      ==========


Note 4        DISTRIBUTIONS TO PARTNERS:
              --------------------------

               Pursuant to the partnership agreement, cash flow generated each
               year by the Partnership is to be distributed 99% to the limited
               partners and 1% to the general partner.  There were no cash flow
               distributions during the first six months of 1997.

               Pursuant to the partnership agreement, proceeds realized from the
               sale of properties, after the establishment of reserves for
               future operating costs, are to be distributed at least annually.
               During the first six months of 1997 there were no distributions
               to limited partners as there were no sales of land.

Note 5            RELATED PARTY TRANSACTIONS:
                  ---------------------------

               The Partnership Agreement provides for the reimbursement to the
               general partner of administrative expenses incurred in the direct
               operation of the partnership.  For the six months ended June 30,
               1997, $5,615 was reimbursed to the general partner for direct
               expenses incurred.

                                       8
<PAGE>
 
               When properties are sold, under certain circumstances an
               affiliate of the general partner may be paid real estate
               commissions in amounts customarily charged by others rendering
               similar services with such commissions plus commissions paid to
               nonaffiliates not to exceed 10% of the gross sales price.  No
               real estate commissions have been paid to the general partner or
               any affiliate of the general partner during the first six months
               of 1997.

               The general partner is obligated to loan up to $100,000 to the
               Partnership during its term to meet working capital requirements.
               The General Partner has previously advanced $156,048.27 of
               working capital to the Partnership, which advance was repaid in
               December, 1993.  Since the General Partner has met its obligation
               to advance funds, it is not required to make further advances.


Note 6         OTHER INFORMATION:
               ------------------

               None

                                       9
<PAGE>
 
Item 2         Management's  discussion and analysis of financial condition and
               ----------------------------------------------------------------
               results of operations
               ---------------------

               Interest and other income for the six months ended June 30, 1997
               was $ 2,308. This compares to interest and other income of $
               4,338 for the first six months of 1996. The decrease reflects a
               lower level of cash invested by the Partnership during 1997.
               Total income for the six months ending June 30, 1997 was $2,308
               compared with $153,696 for the comparable period in 1996.  The
               1996 figure includes a gain on the sale of land in the amount of
               $149,348.  There were no sales of land during the first half of
               1997. Operating expenses for the six months ended June 30, 1997
               were $ 19,206 compared to $ 21,279 for the six months ended June
               30, 1996.  The primary reason for this decrease was slightly
               lower expenses for professional services and lower office
               expenses during the 1997 period.  This was partially offset by
               Management Fees in the amount of $4,848 paid during the second
               quarter of 1997 but paid in a later quarter during 1996. The net
               loss for the six months ended June 30, 1997 was $ 18,079,
               compared to a net profit of $ 132,407 for the six months ended
               June 30, 1996.


               Total assets of the Partnership declined from $3,067,820 at
               December 31, 1996 to $3,049,741 at June 30, 1997.  This reflects
               the operating income less expenses of operating the Partnership
               during the period.  Total assets can be expected to decrease as
               land is sold and the net proceeds are distributed to limited
               partners.  Cash and cash equivalents stood at $ 70,229 at June
               30, 1997, compared to $144,871 at 1996 year end.



                                 PART II


Item 6.        EXHIBITS AND REPORTS ON FORM 8-K.
               ---------------------------------

               (A)  Exhibits / Index.

                    None
 
               (B)  Reports on Form 8-K.

                    There were no reports on form 8-K for the six months
                    ended June 30, 1997.

                                       10
<PAGE>
 
                       CONDEV LAND GROWTH FUND '86, LTD.
                                  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.



                              CONDEV LAND GROWTH FUND '86, LTD.
                              By:   Condev Associates, General Partner



July 31, 1997                 /s/ Robert N. Gardner
- -------------                 -------------------------------------------------
DATE                          Robert N. Gardner, Partner


July 31, 1997                 /s/ Joseph J. Gardner
- -------------                 -------------------------------------------------
DATE                          Joseph J. Gardner, Partner

                                       11

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNAUDITED
6-30-97 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   6-MOS                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997             DEC-31-1996
<PERIOD-START>                             JAN-01-1997             JAN-01-1996
<PERIOD-END>                               JUN-30-1997             JUN-30-1996
<CASH>                                          70,229                 190,201
<SECURITIES>                                         0                       0
<RECEIVABLES>                                    1,682                       0
<ALLOWANCES>                                         0                       0
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                                     0                       0
<PP&E>                                               0                       0
<DEPRECIATION>                                       0                       0
<TOTAL-ASSETS>                               3,049,741               3,211,510
<CURRENT-LIABILITIES>                                0                       0
<BONDS>                                              0                       0
                                0                       0
                                          0                       0
<COMMON>                                             0                       0
<OTHER-SE>                                   3,049,741               3,211,510
<TOTAL-LIABILITY-AND-EQUITY>                 3,049,741               3,211,510
<SALES>                                              0                       0
<TOTAL-REVENUES>                                 2,308                 153,686
<CGS>                                                0                       0
<TOTAL-COSTS>                                        0                       0
<OTHER-EXPENSES>                                20,387                  21,279
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                                   0                       0
<INCOME-PRETAX>                                (18,079)                132,407
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                            (18,079)                132,407
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                   (18,079)                132,407
<EPS-PRIMARY>                                        0                       0
<EPS-DILUTED>                                        0                       0
        

</TABLE>


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