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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, 1997
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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[CAPTION]
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CONDEV LAND FUND II, LTD.
INDEX
PAGE
PART I. FINANCIAL INFORMATION: NUMBER
<S> <C>
ITEM 1. Financial Statements
Statement of Assets,
Liabilities and Partner's
Capital - September 30, 1997 and
December 31, 1996 3
Statement of Income & Expense
Three Months Ended September 30, 1997
and September 30, 1996 4
Statement of Income & Expense
Nine Months Ended September 30, 1997
and September 30, 1996 5
Statement of Cash Receipts and
Disbursements-Nine months ended
September 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
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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
JUNE 30, 1997 AND DECEMBER 31, 1996
[CAPTION]
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ASSETS
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September 30, 1997 December 31, 1996
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<S> <C> <C>
Cash & Cash Equivalents $ 140,269 $ 169,876
Accounts Receivable 0 105
Investment in Land (Note 2) 2,513,665 2,972,413
Organization Costs 9,308 9,308
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Total Assets $2,663,242 $3,151,702
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LIABILITIES AND PARTNER'S CAPITAL
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Accounts Payable $ 0 $ 4,419
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Partner's Capital -
General Partner 2,476 (2,465)
Limited Partner 2,660,766 3,149,748
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Total Partner's Capital 2,663,242 3,147,283
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Total Liabilities and
Partner's Capital $2,663,242 $3,151,702
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CONDEV LAND FUND II, LTD.
STATEMENT OF INCOME AND EXPENSE
THREE MONTHS ENDED SEPTEMBER 30, 1977 AND SEPTEMBER 30, 1996
(UNAUDITED)
[CAPTION]
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September 30, 1997 September 30, 1996
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<S> <C> <C>
INCOME
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Gain on Sale of Land $517,217 $ 1,044
Equity in Income of JV 0 300
Interest and Other Income 5,053 $13,852
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Total Income $522,270 $15,196
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OPERATING EXPENSES
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Professional Services $ 7,470 $ 966
Office Expense 1,530 4,286
Management Fees 3,021 0
Other 3,302 3,350
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Total Operating Expenses $ 15,323 $ 8,602
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Net Income/(Loss) $506,947 $ 6,594
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CONDEV LAND FUND II, LTD.
STATEMENT OF INCOME AND EXPENSE
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996
(UNAUDITED)
[CAPTION]
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September 30, 1997 September 30, 1996
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<S> <C> <C>
INCOME
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Gain on Sale of Land $517,217 $738,235
Equity in Income of JV 0 147,617
Interest and Other Income 11,437 27,492
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Total Income $528,654 $913,344
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OPERATING EXPENSES
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Professional Services $ 16,670 $ 10,029
Office Expense 4,902 13,273
Management Fees 9,063 0
Other 3,950 16,001
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Total Operating Expenses $ 34,585 $ 39,303
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Net Income (Loss) $494,069 $874,041
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CONDEV LAND FUND II, LTD.
STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997
[CAPTION]
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Cash flows from operating activities:
<S> <C>
Net Income $ 494,069
Adjustments to reconcile net income
to net cash provided by operating
activities:
Gain on land sale (517,217)
Cash provided by changes in:
Accounts Receivable 105
Accounts payable (4,419)
Net cash provided in operating
activities ($ 27,462)
Cash flows from investing activities:
Land development costs (32,498)
Proceeds of Land sale, net 1,008,463
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Net cash from investing
activities 975,965
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Cash flows from financing activities:
Distributions to Partners (978,110)
Net cash provided by
financing activities (978,110)
Net decrease in cash ($ 29,607)
Cash and cash equivalents at beginning of year $ 169,876
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Cash and cash equivalents at end of period $ 140,269
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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 29,798 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 two parcels
of land in the Central Florida area. Refer to Note 2 INVESTMENT
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IN LAND for full details.
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Note 2 INVESTMENT IN LAND:
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At September 30, 1997 land consisted of the following:
8.659 acre parcel (zoned commercial) in
southeast Seminole County, Florida $ 825,735(a)
111.64 acre parcel (zoned PUD)
in Lake County, Florida 1,687,930
16.19 acre parcel (zoned office/
commercial) City of Maitland $ 0(b)
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$2,513,665
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(a) On November 19, 1996, the Partnership entered into an
Agreement of Sale relating to this parcel with a developer
who intended to construct a retail center on the site. The
Agreement was subsequently 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
October 17, 1997. Closing on the first parcel occurred July
31, 1997. The purchase price was $350,000 plus $1,800 for
sewer capacity reserved for the site by the Partnership.
The allocated cost basis of the partnership in this parcel
was $52,121. After expenses of sale, including real estate
commissions paid to non-affiliated brokers in the amount of
$35,000, the Partnership realized a profit of $254,042 on
this sale, and net cash proceeds of $312,120 were received.
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This amount was combined with net proceeds of the sale
described in Note 2(b) below and was distributed to limited
partners on September 11, 1997. Refer to Note 3,
DISTRIBUTIONS TO PARTNERS. The same Buyer has made a non-
refundable deposit on the balance of the parcel. If the
Buyer elects to proceed with the transaction, Closing must
occcur on or before November 17, 1997
(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 occurred August
20, 1997. The purchase price was $745,000. The Partnership
had a cost basis of $424,787 in this property. After
expenses of the sale, including real estate commissions to a
non-affiliated real estate broker in the amount of $35,750,
the Partnership realized a profit of $274,190 and net cash
proceeds of $696,343. This amount was combined with
proceeds of the sale described in Note 2(a) above and was
distributed to limited partners on September 11, 1997.
Refer to Note 3, DISTRIBUTIONS TO PARTNERS.
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:
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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 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.
On September 11, 1997, the Partnership distributed $978,110.44 to
limited partners representing all but $30,352.59 of the net cash
proceeds from the sale of two properties which were closed during
the quarter. As provided in the Partnership Agreement, this
balance was added to Partnership reserves.
Note 4 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, 1997, $10,745 was reimbursed to the general partner
for direct expenses incurred.
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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.
Real estate commissions totaling $70,750 were paid to outside
brokers on the two closed transactions during the quarter. No
real estate commissions were paid to any affiliate of the general
partner during the nine months ended September 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 nine months
ended September 30, 1997.
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:
------------------------------------
The net gain on the sale of land for the nine months ended
September 30, 1997 was $517,217 compared with a net gain on the
sale of land in the amount of $738,235 during the first nine
months of 1996. Two properties were sold in the 1997 period, and
one property was sold in the 1996 period. The 1996 period also
included equity in the income of the Partnership's joint venture,
Condev/McCulloch Road Joint Venture, which sold its property in
1996. Interest and other income for the nine months ended
September 30, 1997 was $11,437, compared with interest and other
income of $27,492 for the nine months ended September 30, 1996.
This reflects a higher level of cash invested during the 1996
period. Total income for the nine months ended September 30, 1997
was $528,654 compared with total income of $913,344 in the
comparable 1996 period.
Operating expenses for the nine months ended September 30, 1997
were $34,585 compared to $39,303 in 1996. This decrease was
primarily due to reduced office expenses from a year earlier
partially offset by higher management fees for the 1997 period.
Fees for professional services also increased during the 1997
period. Most of these differences are timing of payment
differences as opposed to a significant change in the operation
of the Partnership.
The net profit for the nine months ended September 30, 1997 was
$494,069, compared to a net profit of $874,041 for the same
period in 1996.
Total assets of the partnership decreased from $3,151,702 at
December 31, 1996 to $2,663,242 at September 30, 1997. Assets
can be expected to decline as properties are sold and the net
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proceeds are distributed to limited partners. A total of
$978,110 was distributed to limited partners during the third
quarter of 1997. This represented net proceeds from the sale of
two properties less $30,353 held in reserve for expected future
costs.
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 $140,269 at September 30, 1997.
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, 1997
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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 27, 1997 /s/ Robert N. Gardner
- ----------------------- ----------------------------------
DATE Robert N. Gardner, Partner
October 27, 1997 /s/ Joseph J. Gardner
- ----------------------- ----------------------------------
DATE Joseph J. Gardner, Partner
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 140,269
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,663,242
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,663,242
<TOTAL-LIABILITY-AND-EQUITY> 2,663,242
<SALES> 517,217
<TOTAL-REVENUES> 528,654
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 34,585
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 494,069
<INCOME-TAX> 0
<INCOME-CONTINUING> 494,069
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 494,069
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
