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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 Six Months Ended June 30, 1997
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 - 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 - 8
ITEM 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 9
PART II. OTHER INFORMATION:
ITEM 6. Exhibits and Reports on Form 8-K 10
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
JUNE 30, 1997 AND DECEMBER 31, 1996
ASSETS
------
June 30, 1997 December 31, 1996
------------- -----------------
Cash & Cash Equivalents $ 133,681 $ 169,876
Accounts Receivable 2,316 105
Investment in Land (Note 2) 2,982,014 2,972,413
Prepaid Expenses 7,086 0
Organization Costs 9,308 9,308
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Total Assets $3,134,405 $3,151,702
========== ==========
LIABILITIES AND PARTNER'S CAPITAL
- ---------------------------------
Accounts Payable $ 0 $ 4,419
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Partner's Capital -
General Partner (2,594) (2,465)
Limited Partner 3,136,999 3,149,748
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Total Partner's Capital 3,134,405 3,147,283
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Total Liabilities and
Partner's Capital $3,134,405 $3,151,702
========== ==========
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CONDEV LAND FUND II, LTD.
STATEMENT OF INCOME AND EXPENSE
THREE MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996
(UNAUDITED)
June 30, 1997 June 30, 1996
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INCOME
- ------
Gain on Sale of Land $ 0 $737,191
Equity in Income of JV 0 148,752
Interest and Other Income 5,074 $ 10,464
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Total Income $ 5,074 $896,407
OPERATING EXPENSES
- ------------------
Professional Services $ (5,233) $ 0
Office Expense 1,336 4,849
Management Fees 6,042 0
Other 222 12,011
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Total Operating Expenses $ 2,367 $ 16,860
--------- --------
Net Income/(Loss) $ 2,707 $879,547
========= ========
4
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CONDEV LAND FUND II, LTD.
STATEMENT OF INCOME AND EXPENSE
SIX MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996
(UNAUDITED)
June 30, 1997 June 30, 1996
-------------- -------------
INCOME
- ------
Gain on Sale of Land $ 0 $737,191
Equity in Income of JV 0 147,317
Interest and Other Income 6,384 13,640
---------- --------
Total Income $ 6,384 $898,148
OPERATING EXPENSES
- ------------------
Professional Services $ 9,200 $ 9,063
Office Expense 3,372 8,987
Management Fees 6,042 0
Other 648 12,651
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Total Operating Expenses $ 19,262 $ 30,701
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Net Income (Loss) $ (12,878) $867,447
========== ========
5
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CONDEV LAND FUND II, LTD.
STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1997
Cash flows from operating activities:
Net Income $ (12,878)
Adjustments to reconcile net income
to net cash provided by operating
activities:
Gain on land sale (0)
Cash provided by changes in:
Prepaid Expenses (7,086)
Accounts Receivable (2,211)
Accounts payable (4,419)
---------
Net cash provided in operating
activities $ (26,594)
---------
Cash flows from investing activities:
Land development costs (9,601)
Proceeds of Land sale, net 0
---------
Net cash used in investing
activities (9,601)
Cash flows from financing activities:
Distributions to Partners (0)
Net cash provided by
financing activities (0)
Net decrease in cash $ (36,195)
Cash and cash equivalents at beginning of year $ 169,876
---------
Cash and cash equivalents at end of period $ 133,681
=========
6
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CONDEV LAND FUND II, LTD.
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
------------------
for full details.
Note 2 INVESTMENT IN LAND:
-------------------
At June 30, 1997 land consisted of the following:
9.223 acre parcel (zoned commercial) in
southeast Seminole County, Florida $ 877,777(a)
111.64 acre parcel (zoned PUD)
in Lake County, Florida 1,684,974
16.19 acre parcel (zoned office/
commercial) City of Maitland $ 419,263(b)
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$2,982,014
==========
(a) On November 19, 1996, the Partnership entered into an Agreement of
Sale relating to this parcel with a developer who intends to
construct a retail center on the site. According to the original
Agreement, the inspection period was scheduled to elapse in March,
1997. However, the Agreement was modified to provide for an
immediate payment for part of the site and an extension of the
inspection period for the balance of the site until July 12, 1997.
Closing on the partial payment is scheduled for July 31, 1997. The
Buyer has made a non-refundable deposit on the balanace of the
parcel. With all permitted extensions, closing should take place in
November, 1997
7
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(b) In March, 1997 the Partnership entered into a contract with an
investor for sale of this parcel. An office development is planned
for the site in combination with the adjacent property. Closing on
this parcel has been scheduled for August 20, 1997.
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 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. There were no
distributions to limited partners during the first half of 1997 as there
were no sales of property.
Note 4 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 six months ended June 30, 1997, $7,076 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 six months ended
June 30, 1997.
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 six months ended
June 30, 1997.
Note 6 OTHER INFORMATION:
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None
8
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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 $
6,384, compared with interest and other income of $13,640 for the six
months ended June 30, 1996. This reflects a higher level of cash during
the 1996 period. The 1997 period includes $3,500 in sign rental income.
Total income for the six months ended June 30, 1997 was $6,384 compared
with total income of $898,148 in the comparable 1996 period. The 1996
figures include gains on the sale of land in the amount of $737,191 and
equity in the income of a joint venture relating to the sale of land in
the amount of $147,317. There were no sales of land during the first six
months of 1997.
Operating expenses for the six months ended June 30, 1997 were $19,262
compared to $ 30,701 in 1996. This decrease was primarily due to
accounting for real estate taxes upon sale of properties during 1996,
whereas these taxes are normally paid at the end of the year. The 1997
figures also reflect lower office expenses from a year earlier pertially
offset by higher management fees for the 1997 period. Most of these
differences are timing of payment differencess as opposed to a
significant change in the operation of the Partnership.
The net loss for the six months ended June 30, 1997 was $12,878,
compared to a net profit of $867,447 for the same period in 1996.
Total assets of the partnership decreased from $3,151,702 at
December 31, 1996 to $3,134,405 at June 30, 1997. Assets can be expected
to decline as properties are sold and the net proceeds are distributed
to limited partners. There were no distributions to limited partners
during the first six months of 1997 since there were no sales of land
during the period.
Liquidity remained at a satisfactory level at the end of the quarter.
Cash and cash equivalents decreased from $169,876 at December 31, 1996
to $133,681 at June 30, 1997.
9
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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
June 30, 1997
10
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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
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> 133,681 2,616,994
<SECURITIES> 0 0
<RECEIVABLES> 2,316 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
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<TOTAL-ASSETS> 3,134,405 5,597,414
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 3,134,405 5,597,414
<TOTAL-LIABILITY-AND-EQUITY> 3,134,405 5,597,414
<SALES> 0 0
<TOTAL-REVENUES> 6,384 898,148
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 19,262 30,701
<LOSS-PROVISION> 0 0
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<INCOME-PRETAX> (12,878) 867,447
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (12,878) 867,447
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (12,878) 867,447
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
