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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 quarterly period ended June 30, 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
NUMBER
PART I. FINANCIAL INFORMATION:
Statement of Assets, Liabilities and
Partner's Capital - June 30, 1998
and December 31, 1997 1
Statement of Income & Expense -
Three Months Ended June 30, 1998
and June 30, 1997 2
Statement of Income & Expense -
Six Months Ended June 30, 1998
and June 30, 1997 3
Statement of Cash Flows -
Six months ended June 30, 1998
and June 30, 1997 4
Notes to Financial Statements 5 - 6
Management's Discussion and Analysis
of Financial Condition and Results of Operations 6 - 7
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings 8
Item 6. Exhibits and Reports on Form 8-K 8
Signatures 9
Second Quarter 1998 report to Limited Partners 10
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PART I. FINANCIAL INFORMATION
CONDEV LAND FUND II, LTD.
STATEMENT OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL
JUNE 30, 1998 AND DECEMBER 31, 1997
ASSETS
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June 30, 1998 December 31, 1997
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(Unaudited) *
Cash & Cash Equivalents $ 125,945 $ 168,989
Investment in Land (Note 2) 2,539,419 2,515,801
Organization Costs 7,982 7,982
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Total Assets $2,673,346 $2,692,772
========== ==========
LIABILITIES AND PARTNER'S CAPITAL
---------------------------------
Accounts Payable $ 0 $ 5,820
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Partners' Capital -
General Partner (2,785) (2,649)
Limited Partner 2,676,131 2,689,601
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Total Partners' Capital 2,673,346 2,686,952
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Total Liabilities and
Partners' Capital $2,673,346 $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 JUNE 30, 1998 AND JUNE 30, 1997
(UNAUDITED)
June 30, 1998 June 30, 1997
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INCOME
- ------
Interest and Other Income $ 3,219 $ 5,073
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Total Income $ 3,219 $ 5,073
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OPERATING EXPENSES
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Professional Services $ (120) $ (5,233)
Office Expense 1,991 1,336
Management Fees 3,021 6,042
Other 418 222
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Total Operating Expenses $ 5,310 $ 2,367
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Net Income (Loss) $ (2,091) $ 2,706
========= =========
The accompanying notes are an integral part of these financial statements
2
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CONDEV LAND FUND II, LTD.
STATEMENT OF INCOME AND EXPENSE
SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997
(UNAUDITED)
June 30, 1998 June 30, 1997
-------------- --------------
INCOME
- ------
Interest and Other Income $ 5,151 $ 6,384
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Total Income $ 5,151 $ 6,384
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OPERATING EXPENSES
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Professional Services $ 9,373 $ 9,200
Office Expense 2,682 3,372
Management Fees 6,042 6,042
Other 660 648
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Total Operating Expenses $ 18,757 $ 19,262
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Net Income (Loss) $ (13,606) $ (12,878)
========== ==========
The accompanying notes are an integral part of these financial statements
3
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CONDEV LAND FUND II, LTD.
STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997
June 30, 1998 June 30, 1997
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Cash Flows from Operating Activities:
Net Income $ (13,606) $ (12,878)
Adjustments to reconcile net income
(loss) to net cash provided by (used
in) operating activities:
Gain on land sale ( -) ( -)
Cash provided by changes in:
Prepaid Expenses - (7,086)
Accounts Receivable - (2,211)
Accounts payable (5,820) (4,419)
Net cash from Operating Activities (19,426) (26,594)
Cash flows from Investing Activities:
Land development costs (23,618) (9,601)
Proceeds of Land sale, net - -
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Net cash from Investing Activities (23,618) (9,601)
Cash flows from Financing Activities:
Distributions to Partners ( -) ( -)
Net cash provided by Financing Activities ( -) ( -)
Net increase (decrease) in cash (43,044) (36,195)
Cash and cash equivalents, beginning of year 168,989 169,876
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Cash and cash equivalents, end of period $ 125,945 $ 133,681
========== ==========
The accompanying notes are an integral part of these financial statements
4
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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:
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At June 30, 1998 land consisted of the following:
8.659 acre parcel (zoned commercial) in
southeast Seminole County, Florida $ 825,734(a)
111.64 acre parcel (zoned PUD)
in Lake County, Florida 1,713,685(b)
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$2,539,419
==========
(a) On May 8, 1998, the Partnership entered into a contract
for sale of this parcel with a successful area developer who has
prospective tenants for the site. The contract provides for an
inspection period of three months, with closing 10 days
thereafter. The contract has recently been amended to extend the
inspection period to December 6, 1998 to allow both the buyer and
the seller time to work out design and engineering issues which
may affect the buyer's ability to use the site. Closing is still
anticipated before year-end 1998.
(b) In January 1998, the Partnership entered into a contract
for sale of the 20-acre multi-family site in this planned
development. The buyer intends to erect 358 apartments on the
site. The contract has passed the inspection period, and the
project is now in the permitting stage. Closing of this
transaction is expected in the fall. The Partnership has also
signed a contract for sale of the 71-acre single family site. The
buyer is conducting its inspection of the property at this time.
Closing of the sale should take place before the end of the year.
Both transactions are subject to the extension of water and sewer
utilities to the site as well as certain other off-site
improvements for which the buyers are obligated to pay their pro
rata share.
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 1998.
5
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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 half 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 six months ended June
30, 1998, $7,485 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, 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 six months
ended June 30, 1998.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
--------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS:
------------------------------------
During the periods ended June 30, 1998, the Partnership
continued to manage the portfolio properties with the objective
of selling the properties at fair market prices. As of June 30,
1998, one entire property and two separate parts of another
property were under contract for sale. Refer to Note 2.
Investment in Land for details.
------------------
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 completed design of the
extension of sewer and water utilities to the site, a lift
station, and a spine road into the development, and has filed for
the necessary building permits. 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 extensions and other
6
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improvements 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 six months ended June 30, 1998 were
$5,151, compared with total revenues of $6,384 for the six months
ended June 30, 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. There were no sales of land during the first six
months of 1998. Operating expenses for the six months ended June
30, 1998 were $18,757, a slight decrease from $19,262 for the six
months ended June 30, 1997. Operating expenses represent the
normal costs of operating the Partnership and managing the
Partnership properties. The Partnership had a net loss of $13,606
for the six months ended June 30, 1998. This compares to a net
loss of $12,878 for the six months ended June 30, 1997.
Liquidity and Capital Resources at June 30, 1998
------------------------------------------------
Total assets decreased slightly from $2,692,772 at December 31,
1997 to $2,673,346 at June 30, 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 $125,945
at June 30, 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.
7
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PART II
Item 1. LEGAL PROCEEDINGS
-----------------
As of June 30, 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:
Second Quarter 1998 Report to Limited Partners
(B) Reports on Form 8-K:
There were no reports of Form 8-K for the period ended June 30,
1998
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
July 23, 1998 /s/ Robert N. Gardner
- --------------------- ----------------------------------
DATE Robert N. Gardner, Partner
July 23, 1998 /s/ Joseph J. Gardner
- --------------------- ----------------------------------
DATE Joseph J. Gardner, Partner
9
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July 14, 1998
Condev Land Fund II, Ltd.
Second Quarter 1998
Dear Limited Partner:
The financial statement, on the reverse side hereof, shows a net loss for the
six months ended June 30, 1998 of $13,606. 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 June 30, 1998, the net asset
value per unit of limited partner interest was $89.81. The following is a brief
description of the status of each of the partnership's two remaining properties:
Alafaya Trail/McCulloch Road. On May 8, 1998, the Partnership entered into a
- ----------------------------
contract for sale of the remainder of this entire parcel with a successful area
developer who has prospective tenants for the site. The contract provides for an
inspection period of three months, with closing 10 days thereafter. We are
currently working on engineering and design issues which affect the buyer's
ability to use the site.
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. The contract has passed the inspection
period, and the project is now in the permitting stage. Closing of this
transaction is expected in the fall. The Partnership has also signed a contract
for sale of the 71-acre single family site. The buyer is conducting its
inspection of the property at this time. Closing of the sale should take place
before the end of the year. Only the commercially zoned acreage is not under
contract, and we are working with a number of prospects for this parcel. The
Partnership has applied for the necessary permits to extend sewer and water
utilities to this site, with completion anticipated in the fall. We continue to
work 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 markets in which the Partnership's properties are located are very active at
this time, and we hope to be able to sell the remaining parcels and close out
the Partnership before the end of 1999.
Sincerely yours,
CONDEV ASSOCIATES
10
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<PAGE>
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<CURRENCY> 0
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1998 JAN-01-1997
<PERIOD-END> JUN-30-1998 JUN-30-1997
<EXCHANGE-RATE> 1.00 1.00
<CASH> 125,945 133,681
<SECURITIES> 0 0
<RECEIVABLES> 0 2,316
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 2,539,419 2,981,014
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 2,673,346 3,134,405
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 2,673,346 3,134,405
<TOTAL-LIABILITY-AND-EQUITY> 2,673,346 3,134,405
<SALES> 0 0
<TOTAL-REVENUES> 5,151 6,384
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 18,757 19,262
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (13,606) (12,878)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (13,606) (12,878)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (13,606) (12,878)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
