<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 quarterly period ended March 31, 1998
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.)
2479 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
PART I. FINANCIAL INFORMATION: NUMBER
Statement of Assets, Liabilities and
Partner's Capital - March 31, 1998
and December 31, 1997 1
Statement of Income & Expense -
Three Months Ended March 31, 1998
and March 31, 1997 2
Statement of Cash Flows -
Three months ended March 31, 1998
and March 31, 1997 3
Notes to Financial Statements 4 - 5
Management's Discussion and Analysis
of Financial Condition and Results of Operations 5 - 6
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings 7
Item 6 Exhibits and Reports on Form 8-K 7
Signatures 8
First Quarter 1998 report to Limited Partners 9
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PART I. FINANCIAL INFORMATION
CONDEV LAND FUND II, LTD.
STATEMENT OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL
MARCH 31, 1998 AND DECEMBER 31, 1997
ASSETS
------
March 31, 1998 December 31, 1996
-------------- -----------------
(Unaudited) *
Cash & Cash Equivalents $ 151,203 $ 168,989
Investment in Land (Note 2) 2,516,251 2,515,801
Organization Costs 7,982 7,982
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Total Assets $2,675,436 $2,692,772
========== ==========
LIABILITIES AND PARTNER'S CAPITAL
---------------------------------
Accounts Payable $ 0 $ 5,820
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Partners' Capital -
General Partner (2,764) (2,649)
Limited Partner 2,678,200 2,689,601
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Total Partners' Capital 2,675,436 2,686,952
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Total Liabilities and
Partners' Capital $2,675,436 $2,692,772
========== ==========
* Condensed from audited financial statements.
The accompanying notes are an integral part of these financial statements
1
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CONDEV LAND FUND II, LTD.
STATEMENT OF INCOME AND EXPENSE
THREE MONTHS ENDED MARCH 31, 1998 AND MARCH 31,1997
(UNAUDITED)
March 31, 1998 March 31, 1997
--------------- ---------------
INCOME
- ------
Interest and Other Income $ 1,932 $ 1,311
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Total Income $ 1,932 $ 1,311
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OPERATING EXPENSES
- ------------------
Professional Services $ 9,493 $ 14,433
Office Expense 691 2,036
Management Fees 3,021 0
Other 243 426
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Total Operating Expenses $ 13,448 $ 16,895
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Net Income (Loss) ($ 11,516) ($ 15,584)
The accompanying notes are an integral part of these financial statements
2
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CONDEV LAND FUND II, LTD.
STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1998 AND MARCH 31,1997
<TABLE>
<CAPTION>
March 31, 1998 March 31, 1997
---------------- ---------------
Cash Flows from Operating Activities:
<S> <C> <C>
Net Income ($ 11,516) ($ 15,584)
Adjustments to reconcile net income
(loss) to net cash provided by (used
in) operating activities:
Gain on land sale ( -) ( -)
Cash provided by changes in:
Accounts Receivable - ( 1,601)
Accounts payable ( 5,820) ( 4,419)
Net cash from Operating Activities ( 17,336) ( 21,604)
Cash flows from Investing Activities:
Land development costs ( 450) -
Proceeds of Land sale, net - -
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Net cash from Investing Activities ( 450) -
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Cash flows from Financing Activities:
Distributions to Partners ( -) ( -)
Net cash provided by Financing Activities ( -) ( -)
Net increase (decrease) in cash ( 17,786) ( 21,604)
Cash and cash equivalents, beginning of year 168,989 169,876
---------- ----------
Cash and cash equivalents, end of period $ 151,203 $ 148,272
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
3
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CONDEV LAND FUND II, LTD.
NOTES TO FINANCIAL STATEMENTS
Note 1. BASIS OF PRESENTATION:
----------------------
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.
Note 2 INVESTMENT IN LAND:
------------------
At March 31, 1998 land consisted of the following:
8.659 acre parcel (zoned commercial) in
southeast Seminole County, Florida $ 825,734
111.64 acre parcel (zoned PUD)
in Lake County, Florida 1,690,517(a)
---------
$2,516,251
=========
(a) In January 1998, the Partnership entered into a contract
for sale of the 20-acre multi-family in this planned development.
The buyer intends to erect 358 apartments on the site. Assuming
the buyer elects to proceed, closing is to be on or before
December 31, 1998.
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 three months of 1998.
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 such distributions to limited partners during the
first quarter of 1998.
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 three months ended
March 31, 1998, $3,021 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
4
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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 three months
ended March 31, 1998.
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, 1998.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
--------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS:
------------------------------------
During the quarter ended March 31, 1998, the Partnership
continued to manage the portfolio properties with the objective
of selling the properties at fair market prices. As of March
31, 1998, part of one property was under contract for sale. In
addition, the Partnership was in final negotiations for sale of
an additional 71 acres at the same location.
The area of Lake County, Florida in which the Partnership's
111.64-acre parcel is located has experienced heightened
activity in recent months, with significant new residential and
commercial development beginning in the immediate area. The key
to selling this site appears to be the availability of utilities
to support commercial development. The Partnership has engaged an
engineer to design the extension of sewer and water utilities to
the site and to obtain the necessary building permits. In this
regard, the general partner is working with the area utility
company and neighboring landowners to insure that every
property's needs are met and that the costs of these improvements
are shared equitably. The Partnership's pro rata share of the
costs of utility expensions will be paid from a line of credit
arranged by the general partner. Borrowings under the line of
credit will be repaid from future land sales.
Results of Operations
---------------------
Total revenues for the three months ended March 31, 1998 were
$1,932, compared with total revenues of $1,311 for the three
months ended March 31, 1997. Income is generated from short-term
cash investments, and income can be expected to fluctuate,
depending on the level of cash reserves in the Partnership and
prevailing interest rates. Operating expenses for the three
months ended March 31, 1998 were $13,448, a decrease of 20.4% or
$3,447 from $16,895 for the three months ended March 31, 1997.
However, management fees were not accounted for during the 1997
quarter. Such fees totaled $3,021 during the first quarter of
1998. In both periods, operating expenses represent the normal
costs of operating the Partnership and managing the Partnership
properties.
5
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Liquidity and Capital Resources at March 31, 1998
-------------------------------------------------
Total assets decreased slightly from $2,692,772 at December 31,
1997 to $2,675,436 at March 31, 1998. This reflects the
net results of operations for the period. Assets can be expected
to decline in the future as properties are sold and distributions
are made to limited partners.
Liquidity remained at a satisfactory level. Cash and
equivalents decreased from $168,989 at 1997 year-end to $151,203
at March 31, 1998.
As discussed above, the Partnership anticipates the need to
expend Partnership funds to extend sewer and water utilities to
one of its properties during 1998. The Partnership has arranged
a $500,000 secured line of credit with a commercial bank to pay
for its pro rata share of expenses. Borrowings under the line of
credit will be repaid from future sales proceeds.
6
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PART II
Item 1. LEGAL PROCEEDINGS
-----------------
As of March 31, 1998, there were no legal proceedings in
process, nor to the knowledge of the general partner, threatened
against the Partnership
Item 6. EXHIBITS AND REPORTS ON FORM 8-K:
---------------------------------
(A) Exhibits
First Quarter 1998 Report to Limited Partners
(B) Reports on Form 8-K
There were no reports of Form 8-K for the period ended March 31,
1998
7
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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 24, 1998 /s/ Robert N. Gardner
---------------------- ----------------------------------
DATE Robert N. Gardner, Partner
April 24, 1998 /s/ Joseph J. Gardner
---------------------- ----------------------------------
DATE Joseph J. Gardner, Partner
8
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April 14, 1998
Condev Land Fund II, Ltd.
First Quarter 1998
Dear Limited Partner:
The financial statement, on the reverse side hereof, shows a net loss for the
three months ended March 31, 1998 of $11,516. This represents normal income less
costs of operating the partnership and managing the portfolio properties. There
were no sales of property during the quarter. As of March 31, 1998, the net
asset value per unit of limited partner interest was $89.88. The following is a
brief description of the status of each of the partnership's two remaining
properties:
Alafaya Trail/McCulloch Road. We continue to work closely with a number of
- ------------------------------
interested prospects for this site. The 7-Eleven which is being built at the
corner of this intersection is nearing completion. This should raise purchaser
interest as access roads to the site are built. We expect to reach agreement on
sale of all or part of this site during the next quarter.
Glenbrook P.U.D.. In January 1998, the Partnership entered into a contract for
- ------------------
sale of the 20-acre multi-family in this planned development. The buyer intends
to erect 358 apartments on the site. We are also in the final contract
negotiations for sale of the 71-acre single family site. Only the commercially
zoned acreage us not under contract. We are working with a number of
prospects for this parcel. The Partnership has engaged an engineer to design
the extension of sewer and water utilities to the site and to obtain the
necessary building permits. In this regard, we are working with utility company
neighboring landowners to insure that every property's needs are met and
that the costs of these improvements are shared equitably. The Partnership's
pro rata share of the costs of utility extensions will be paid from a line of
credit arranged by the General Partner.
We are working diligently to present these properties to qualified buyers and
hope that these efforts will be successful in the coming months.
Sincerely yours,
CONDEV ASSOCIATES
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1998 JAN-01-1997
<PERIOD-END> MAR-31-1998 MAR-31-1997
<CASH> 151,203 148,272
<SECURITIES> 0 0
<RECEIVABLES> 0 1,706
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 2,516,251 2,972,413
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 2,675,436 3,131,699
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 2,675,436 3,131,699
<TOTAL-LIABILITY-AND-EQUITY> 2,675,436 3,131,699
<SALES> 0 0
<TOTAL-REVENUES> 1,932 1,311
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 13,448 16,895
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (11,516) (15,584)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (11,516) (15,584)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (11,516) (15,584)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
