<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 Three Months Ended March 31, 1996
Commission File Number 33-19736-A
CONDEV LAND FUND II, LTD.
-------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2862457
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(State or other jurisdiction of (I.R.S. Employer
incorporation or 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
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CONDEV LAND FUND II, LTD.
INDEX
PAGE
NUMBER
PART I. FINANCIAL INFORMATION:
ITEM 1. Financial Statements
Statement of Assets,
Liabilities and Partner's
Capital - March 31, 1996 and
December 31, 1995 3
Statement of Income & Expense
Three Months Ended March 31, 1996
and March 31, 1995 4
Statement of Cash Receipts and
Disbursements-Three months ended
March 31, 1996 5
Notes to Financial Statements 6 - 8
ITEM 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8
PART II. OTHER INFORMATION:
ITEM 6. Exhibits and Reports on Form 8-K 8
2
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements:
---------------------
The accompanying financial statements, in the opinion of Condev Associates, the
general partner of Condev Land Fund II, 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.
CONDEV LAND FUND II, LTD.
STATEMENT OF ASSETS, LIABILITIES AND PARTNER'S CAPITAL
MARCH 31, 1996 AND DECEMBER 31, 1995
ASSETS
------
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
-------------- -----------------
(AUDITED)
<S> <C> <C>
Cash & Cash Equivalents $ 169,750 $ 184,283
Accounts Receivable 0 0
Investment in Land (Note 2) 4,672,758 4,672,647
Investment in Joint Venture
(Note 3) 400,148 399,262
Organization Costs 15,212 15,212
---------- ----------
Total Assets $5,257,868 $5,271,404
========== ==========
</TABLE>
LIABILITIES AND PARTNER'S CAPITAL
---------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
Accounts Payable $ 0 $ 1,436
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Partner's Capital -
General Partner 3,221 3,342
Limited Partner 5,254,647 5,266,626
Distributions (Note 4) -- --
---------- ----------
Total Partner's Capital 5,257,868 5,269,968
---------- ----------
Total Liabilities and
Partner's Capital $5,257,868 $5,271,404
========== ==========
</TABLE>
3
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CONDEV LAND FUND II, LTD.
STATEMENT OF INCOME AND EXPENSE
THREE MONTHS ENDED MARCH 31, 1996 AND MARCH 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
INCOME March 31, 1996 March 31, 1995
- ------ --------------- ---------------
<S> <C> <C>
Sales income less cost $ 0 $ 0
Interest and Other Income $ 3,176 2,546
---------- ---------
Total Income 3,176 $ 2,546
OPERATING EXPENSES
- ------------------
Professional Services $ 9,063 $ 0
Office Expense 4,139 4,249
Equity in Loss of Joint Venture 1,435 0
Taxes and Licenses 0 320
Other 640 3,343
Amortization 0 0
---------- ---------
Total Operating Expenses $ 15,276 $ 7,912
- ------------------------ ---------- ---------
Net Income/(Loss) ($ 12,100) ($ 5,366)
========== =========
</TABLE>
4
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CONDEV LAND FUND II, LTD.
-------------------------
STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1996
<TABLE>
<CAPTION>
Cash flows from operating activities:
<S> <C>
Net Loss $ (12,100)
Adjustments to reconcile net income
to net cash provided by operating
activities:
Equity in loss of joint ventures 0
Amortization of Organization Exp --
Cash provided by changes in:
Accounts Receivable 0
Accounts payable (1,436)
---------
Net cash provided in operating
activities $ (13,536)
---------
Cash flows from investing activities:
Land development costs (111)
Cost of Land sold 0
Investment in Joint Ventures (886)
---------
Net cash used in investing
activities (997)
---------
Cash flows from financing activities:
Distributions to Partners 0
---------
Net cash provided by
financing activities 0
---------
Net decrease in cash $ (14,533)
Cash and cash equivalents at beginning of year 184,283
Cash and cash equivalents at end of period $ 169,750
==========
</TABLE>
5
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CONDEV LAND FUND II, LTD.
-------------------------
NOTES TO FINANCIAL STATEMENTS
Note 1 BUSINESS:
---------
Condev Land Fund II, Ltd. is a Florida Limited Partnership formed
on December 16, 1987 under the Florida Uniform Partnership Act.
The Partnership was formed for the purpose of acquiring and
holding for investment, pre-development land in Central Florida.
The Partnership registered with the Securities and Exchange
Commission a total of 30,000 units of limited partnership
interest ("Units"). The Partnership had collected $7,449,500
from units sold as of June 30, 1989. The offering period as
extended expired on June 30, 1989.
In accordance with Florida Partnership law and the terms of the
Partnership Agreement, the Partnership continued in existence
until December 31, 1995. Since December 31, 1995, the Partnership
has been in liquidation with no change in status of the limited
partners or the general partner.
The Partnership currently owns or has an interest in five parcels
of land in the Central Florida area. Refer to Note 2 INVESTMENT
----------
IN LAND and Note 3 INVESTMENT IN JOINT VENTURE for full details.
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Note 2 INVESTMENT IN LAND:
------------------
At March 31, 1996 land consisted of the following:
9.223 acre parcel (zoned commercial) in
southeast Seminole County, Florida $ 876,877(a)
111.64 acre parcel (zoned PUD)
in Lake County, Florida $1,674,463
17.788 acre parcel (zoned commercial) in
Lake County, Florida $1,707,640(b)
16.19 acre parcel (zoned office/
commercial) in City of Maitland $ 413,778(c)
----------
$4,672,758
==========
(a) On March 28, 1996 the Partnership entered into a contract
with a developer for sale of this parcel. The prospective
buyer intends to develop the site as a retail center. The
contract provides for a 90-day period during which the buyer
must obtain commitments from retail users, followed by a 90-
day due diligence period. Closing is 30 days after receipt
of all necessary governmental approvals, but in no event
more than 270 days from the effective date of the Contract.
(b) In November 1995, the Partnership entered into a
contract for sale of this parcel with a nationally
recognized retailer. The initial inspection period has now
elapsed, and the prospective buyer has made a non-refundable
deposit on this property. With all allowable extensions,
this contract can be expected to close in September 1996.
6
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(c) In September, 1995 the Partnership entered into a
contract for sale of this parcel with a developer who
intends to use the site for professional offices. The
original closing date of the contract has expired. However,
the General Partner is negotiating with the potential Buyer
for an extension of this agreement.
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, 1995.
Note 3 INVESTMENT IN JOINT VENTURE:
---------------------------
The Partnership owns a 49.9% interest in Condev/McCulloch Road
Joint Venture (A Florida Joint Venture) whose purpose is to
acquire and hold a 19.10 acre parcel of land in Seminole County
for investment purposes. The remaining 50.1% interest is owned
by Condev Land Growth Fund '86, Ltd., an affiliate of the general
partner. The Partnership's investment of $400,148 at March 31,
1996 is recorded on the equity method. A summary of the assets,
liabilities, and venturer's capital of Condev/McCulloch Road
Joint Venture as of March 31, 1996 is as follows:
Assets
------
Cash $ 408
Investment in land 802,930
--------
$ 803,338
Liabilities and Venturer's Capital
-------------------------------------
Liabilities $ 1,438
Venturers' capital 801,900
--------
$ 803,338
=========
During the first quarter of 1995, the Partnership entered into a
Contract for Sale and Purchase relating to this property with
Royal Apartments USA based in Champaign, Illinois. The agreement
has been amended several times, and now provides for the
acquisition of the entire site on or before April 22, 1996. The
general partner anticipates distributing the net proceeds, after
replenishment of operating reserves, as soon as the Partnership's
auditors confirm the amount available for distribution. The
Partnership holds an approximate 50% interest in this property.
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. During the first
quarter, there were no distributions made to the partners.
7
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The general partner is obligated to loan up to $100,000 to the
Partnership during its term to meet working capital requirements.
No such loans were made to the Partnership during the three
months ended March 31, 1996.
Note 5 RELATED PARTY TRANSACTIONS:
---------------------------
The Partnership Agreement provides for the reimbursement to the
general partner for direct administrative expenses incurred in
the operation of the partnership. For the three months ended
March 31, 1996, $2,919 was reimbursed to the general partner for
direct expenses incurred.
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
nonaffiliated brokers not to exceed 10% of the gross sales price.
No real estate commissions were paid during the three ended March
31, 1996.
Note 6 OTHER INFORMATION:
------------------
None
ITEM 2 Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations:
------------------------------------
Interest and other income for the three months ended March 31,
1995 was $3,176. Total Income for the period was also $3,176, as
there were no sales of land during the period. This compares to
total income for the comparable period in 1994 of $ 2,546.
Operating expenses for the three months ended March 31, 1996 were
$15,276 compared to $ 7,912 in 1995. This increase was the
combined effect of changes in several items. Professional
Services were $9,063 for the first three months of 1996 compared
with $ 0 a year earlier. This occurred because quarterly
invoices were paid during the first quarter of 1996, but in the
second quarter during 1995. Office expense declined from $4,139
to $3,343 over the same period. Joint Venture expenses were
$1,425 in 1996 against none recorded in 1995. This is the result
of an accounting change whereby the Loss in the Equity of Joint
Ventures is recognized on a quarterly basis rather than annually.
Net loss for the three months ended March 31, 1996 was $12,100,
compared to a net loss of $ 5,366 for the same period in 1995.
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 period ended
March 31, 1996.
8
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CONDEV LAND FUND II, 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 FUND II, LTD.
BY: Condev Associates, General Partner
April 16, 1996 /s/ Robert N. Gardner, Partner
- --------------------- --------------------------------------
DATE Robert N. Gardner, Partner
April 16, 1996 /s/ Joseph J. Gardner, Partner
- --------------------- --------------------------------------
DATE Joseph J. Gardner, Partner
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 169,750
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,257,868
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5,257,868
<TOTAL-LIABILITY-AND-EQUITY> 5,257,868
<SALES> 0
<TOTAL-REVENUES> 3,176
<CGS> 0
<TOTAL-COSTS> 15,276
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (12,100)
<INCOME-TAX> 0
<INCOME-CONTINUING> (12,100)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,100)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
