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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 Nine Months Ended September 30, 1996
Commission File Number 33-19736-A
CONDEV LAND FUND II, LTD.
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(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
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PAGE
NUMBER
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PART I. FINANCIAL INFORMATION:
ITEM 1. Financial Statements
Statement of Assets,
Liabilities and Partner's
Capital - September 30, 1996 and
December 31, 1995 3
Statement of Income & Expense
Three Months Ended September 30, 1996
and September 30, 1995 4
Statement of Income & Expense
Nine Months Ended September 30, 1996
and September 30, 1995 5
Statement of Cash Receipts and
Disbursements-Nine months ended
September 30, 1996 6
Notes to Financial Statements 7 - 9
ITEM 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 9 - 10
PART II. OTHER INFORMATION:
ITEM 6. Exhibits and Reports on Form 8-K 10
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements:
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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
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
ASSETS
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<CAPTION>
September 30, 1996 December 31, 1995
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(AUDITED)
<S> <C> <C>
Cash & Cash Equivalents $ 197,767 $ 184,283
Investment in Land (Note 2) 2,966,029 4,672,647
Investment in Joint Venture
(Note 3) 0 399,262
Organization Costs 15,212 15,212
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Total Assets $3,179,008 $5,271,404
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LIABILITIES AND PARTNER'S CAPITAL
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Accounts Payable $ 0 $ 1,436
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Partner's Capital -
General Partner 90,746 3,342
Limited Partner 3,088,262 5,266,626
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Total Partner's Capital 3,179,008 5,269,968
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Total Liabilities and
Partner's Capital $3,179,008 $5,271,404
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CONDEV LAND FUND II, LTD.
STATEMENT OF INCOME AND EXPENSE
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995
(UNAUDITED)
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<CAPTION>
September 30, 1996 September 30, 1995
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<S> <C> <C>
INCOME
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Sales income less cost $ 1,044 $ 0
Equity in Income of Joint Ven. 300 0
Interest and Other Income 13,852 3,994
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Total Income $15,196 $ 3,994
OPERATING EXPENSES
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Professional Services $ 966 $ 162
Office Expense 4,286 6,691
Taxes and Licenses 0 0
Other 3,350 1,449
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Total Operating Expenses $ 8,602 $ 8,302
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Net Income/(Loss) $ 6,594 $( 4,308)
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CONDEV LAND FUND II, LTD.
STATEMENT OF INCOME AND EXPENSE
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995
(UNAUDITED)
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<CAPTION>
September 30, 1996 September 30, 1995
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<S> <C> <C>
INCOME
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Sales income less cost $738,235 $ 0
Equity in Income of Joint Ven. 147,617 0
Interest and Other Income 27,492 13,799
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Total Income $913,344 $ 13,799
OPERATING EXPENSES
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Professional Services $ 10,029 $ 7,462
Office Expense 13,273 12,426
Taxes and Licenses 11,051 320
Other 4,950 5,433
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Total Operating Expenses $ 39,303 $ 25,641
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Net Income/(Loss) $874,041 $ (11,842)
======== ==========
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CONDEV LAND FUND II, LTD.
STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1996
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Cash flows from operating activities:
Net Income $ 874,041
Adjustments to reconcile net income
to net cash provided by operating
activities:
Equity in income of joint venture (147,617)
Gain on land sale (738,235)
Amortization of Organization Exp --
Cash provided by changes in:
Accounts Receivable 0
Accounts payable (1,436)
Net cash provided in operating
activities $ (13,247)
Cash flows from investing activities:
Land development costs 0
Proceeds of Land Sale, net 2,444,852
Distributions from Joint Venture, net 546,879
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Net cash used in investing
activities 2,991,731
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Cash flows from financing activities:
Distributions to Partners (2,965,000)
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Net cash provided by
financing activities (2,965,000)
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Net increase in cash $ 13,484
Cash and cash equivalents at beginning of year 184,283
Cash and cash equivalents at end of period $ 197,767
==========
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CONDEV LAND FUND II, LTD.
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NOTES TO FINANCIAL STATEMENTS
Note 1 BUSINESS:
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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 three
parcels of land in the Central Florida area. Refer to Note 2
INVESTMENT IN LAND and Note 3 INVESTMENT IN JOINT VENTURE for
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full details.
Note 2 INVESTMENT IN LAND:
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At September 30, 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 1,675,374(b)
17.788 acre parcel (zoned commercial) in
Lake County, Florida 0(c)
16.19 acre parcel (zoned office/
commercial) in City of Maitland $ 413,778(d)
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$2,966,029
==========
(a) On March 28, 1996 the Partnership entered into a contract
with a developer for sale of this parcel. The contract
provided for a 90-day period during which the buyer was
required to obtain commitments from retail users
satisfactory to the Partnership. On June 26, 1996 this
contract was terminated by the Partnership.
(b) After acquiring this property in 1989, the general partner
was successful in having this property zoned as a Planned
Development, to include residential, multi-family and
commercial uses. In 1996, Lake County took the position that
the zoning and land use it approved in 1990 is no longer
valid. The general partner has started the process
established by state statute when property rights are
denied. If settlement cannot be reached with the county in
the mandated Special Master hearings, the general partner
will bring suit in circuit court to have its zoning and land
use recognized.
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(c) In November 1995, the Partnership entered into a
contract for sale of this property with Home Depot USA, Inc.
On June 14, 1996, The Partnership concluded the sale. The
Purchase Price was $2,750,000. After expenses of the sale,
the net proceeds realized by the Partnership were
$2,433,823.27. The Partnership paid a total of $1,670,000
for the two parcels which make up this property in March and
June, 1989. In addition, the Partnership had $ 37,639.50 in
capitalized costs relating to the property. Therefore, the
Partnership had a net gain on the sale of these parcels of
$726,183.77.
Of the $2,433,823.27 in net proceeds received from the sale,
$2,425,000 was distributed to limited partners on July 1,
1996. The $8,823.27 balance of net proceeds was added to
partnership reserves.
(d) In September, 1995 the Partnership entered into a
contract for sale of this parcel with a developer who
intends to develop the site for professional offices. In
June, the closing date of the contract was extended for an
additional 30 days with an option for an additional 30-day
extension to allow the buyer time to complete final
acquisition details. The contract was extended again in
August. Closing is now anticipated in October, 1996.
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:
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The Partnership owned a 49.9% interest in Condev/McCulloch Road
Joint Venture (A Florida Joint Venture) whose purpose was to
acquire and hold a 19.10 acre parcel of land in Seminole County
for investment purposes. The remaining 50.1% interest was owned
by Condev Land Growth Fund '86, Ltd., an affiliate of the general
partner. In April, 1996 the Joint Venture's land was sold as
described below, and the Joint Venture was terminated.
During the first quarter of 1995, the Joint Venture entered into
a Contract for Sale and Purchase relating to this property with
Royal Apartments USA based in Champaign, Illinois. On April 22,
1996, Condev/McCulloch Road Joint Venture concluded the sale.
The Purchase Price was $1,190,000, which includes an amount of
$35,000 paid by the purchaser as additional consideration to
extend the closing date from December 22, 1995 to April 22, 1996.
After expenses of the sale, the net proceeds realized by the
Joint Venture were $1,104,330.01. The Joint Venture paid
$737,355 for this parcel on February 6, 1989. In addition, the
Joint Venture had $62,769 in additional capitalized costs
relating to the property. Therefore, the Joint Venture had a net
gain on the sale of this parcel of $304,206.01.
Net proceeds from this sale were distributed to limited partners
in May, 1996. Final distributions to Condev Land Growth Fund '86,
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Ltd. and Condev Land Fund II, Ltd. were made during the third
quarter, and the Joint Venture was terminated.
Note 4 DISTRIBUTIONS TO PARTNERS:
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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 nine months of 1996.
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 third quarter, distributions totalling
$2,425,000 were made to the partners pursuant to the sale
described in Note 2(c). In addition, $540,000 was distributed to
limited partners during the second quarter relating to proceeds
from the sale described in Note 3 above.
Note 5 RELATED PARTY TRANSACTIONS:
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The Partnership Agreement provides for the reimbursement to the
general partner for direct administrative expenses incurred in
the operation of the partnership. For the nine months ended
September 30, 1996, $8,757 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 to any affiliate of the
general partner during the nine months ended September 30, 1996.
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 nine months
ended September 30, 1996.
Note 6 OTHER INFORMATION:
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None
ITEM 2 Management's Discussion and Analysis of Financial
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Condition and Results of Operations:
------------------------------------
Interest and other income for the nine months ended September 30,
1996 was $27,492, compared with interest and other income of
$13,799 for the nine months ended September 30, 1995. This
reflects a higher level of cash during the 1996 period. Total
Income for the period was $913,344, which included gains on the
sale of two properties aggregating $885,852. See Notes 2 and 3
for details. This compares to total income for the comparable
period in 1995 of $ 13,799. There were no sales of land during
the first nine months of 1995. Operating expenses for the nine
months ended September 30, 1996 were $39,303 compared to $ 25,641
in 1995. This increase was almost entirely due to real estate
taxes in the amount of $11,051
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paid at the time of the Home Depot sale, whereas the taxes in
1995 were paid during the fourth quarter. Office expense
increased from $12,426 to $13,273 over the same period reflecting
higher postage and other costs relating to two sales of land
during the 1996 period. Professional fees rose from $7,462 in
1995 to $10,029 for the first nine months of 1996. This occurred
because of additional efforts to insure that existing development
rights relating to the Partnership's properties are maintained
and protected. Net income for the nine months ended September
30, 1996 was $874,041, compared to a net loss of $11,842 for the
same period in 1995.
Total assets of the partnership decreased from $5,271,404 at
December 31, 1995 to $3,179,008 at September 30, 1996, a decrease
of $2,092,396, reflecting the sale of two properties during the
first nine months of 1996. Assets can be expected to decline as
properties are sold and the net proceeds are distributed to
limited partners.
Liquidity remained at a satisfactory level at the end of the
quarter. Cash and cash equivalents increased from $184,283 at
December 31, 1995 to $197,767 at September 30, 1996.
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 September 30, 1996.
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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
October 25, 1996 /s/ Robert N. Gardner
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DATE Robert N. Gardner, Partner
October 25, 1996 /s/ Joseph J. Gardner
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DATE Joseph J. Gardner, Partner
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-START> JUL-01-1996 JAN-01-1996
<PERIOD-END> SEP-30-1996 SEP-30-1996
<CASH> 197,767 197,767
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 3,179,008 3,179,008
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 3,179,008 3,179,008
<TOTAL-LIABILITY-AND-EQUITY> 3,179,008 3,179,008
<SALES> 15,196 913,344
<TOTAL-REVENUES> 15,196 913,344
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 8,602 39,303
<LOSS-PROVISION> 0 0
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<INCOME-PRETAX> 6,594 874,041
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 6,594 874,041
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 6,594 874,041
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
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