<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, 2000
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 of 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 GROWTH FUND '86, LTD.
INDEX
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<CAPTION>
PAGE
NUMBER
<S> <C>
PART I. FINANCIAL INFORMATION:
Statement of Assets, Liabilities and
Partner's Capital - March 31, 2000
and December 31, 1999 1
Statement of Income & Expense -
Three Months Ended March 31, 2000
and March 31, 1999 2
Statement of Cash Flows -
Three months ended March 31, 2000
and March 31, 1999 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 6
Item 6. Exhibits and Reports on Form 8-K 6
Signatures 7
First Quarter 2000 report to Limited Partners 8
</TABLE>
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PART I. FINANCIAL INFORMATION
CONDEV LAND FUND II, LTD.
STATEMENT OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL
MARCH 31, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
ASSETS
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March 31, 2000 December 31, 1999
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(Unaudited) *
<S> <C> <C>
Cash & Cash Equivalents $ 122,980 $ 98,357
Accounts Receivable - 69,023
Deposits - 200
Land, at cost (Note 2) 825,826 1,379,078
Loan costs 913 913
Organization Costs 3,087 3,087
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Total Assets $ 952,806 $1,550,658
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Deposits on contracts $ 125,000 $ 80,000
Accounts Payable - 180,533
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125,000 260,533
Partners' Capital -
General Partner 1,494 (4,014)
Limited Partner 826,312 1,294,139
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Total Partners' Capital 827,806 1,290,125
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Total Liabilities and
Partners' Capital $ 952,806 $1,550,658
========== ==========
</TABLE>
* 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, 2000 AND MARCH 31, 1999
(UNAUDITED)
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<CAPTION>
March 31, 2000 March 31, 1999
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<S> <C> <C>
INCOME
- ------
Gain on sale of real estate $ 562,799 $ -
Interest and Other Income 1,340 $ 407
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Total Income $ 564,139 $ 407
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OPERATING EXPENSES
- ------------------
Professional Services $ 9,000 $ 9,000
Office Expense 1,361 617
Management Fees 3,021 3,021
Interest Expense - 7,188
Other, net (57) 1,782
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Total Operating Expenses $ 13,325 $ 21,608
--------- ---------
Net Income (Loss) $ 550,814 ($ 21,201)
========= =========
</TABLE>
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, 2000 AND MARCH 31, 1999
<TABLE>
<CAPTION>
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 550,814 ($ 21,201)
Adjustments to reconcile net income
(loss) to net cash provided by (used
in) operating activities:
Gain on land sale (562,799) (-)
Cash provided by changes in:
Accounts receivable 69,223 3,347
Deposits on contracts 45,000 -
Accounts payable (180,533) 3,822
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Net cash from Operating Activities (78,295) (14,032)
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Cash flows from Investing Activities:
Land development costs (2,788) (197,537)
Proceeds of Land sale, net 1,118,838 -
------------ ----------
Net cash from Investing Activities 1,116,050 (197,537)
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Cash flows from Financing Activities:
Increase in notes payable - 196,973
Distributions to Partners (1,013,132) (-)
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Net cash provided by Financing Activities (1,013,132) 196,973
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Net increase (decrease) in cash 24,623 (14,596)
Cash and cash equivalents, beginning of year 98,357 94,530
------------ ----------
Cash and cash equivalents, end of period $ 122,980 $ 79,934
============ ==========
</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, 2000 land consisted of the following:
71.64 acre parcel (zoned PUD)
in Lake County, Florida 825,826(a)
(a) This property originally consisted of three separate parcels:
commercial, multi-family, and single-family. The commercial
parcel was sold on December 23, 1999. The sale of the multi-
family parcel closed in escrow on January 31, 2000, and was
funded on February 25, 2000. The sale was to Worthwhile
Development IV, Ltd. The gross sales price was $1,229,904, which
included $174,436 in reimbursements to the Partnership for
improvements to Glenbrook Blvd. and the extension of sewer and
water utilities to the site, and $105,468 in closing date
extension payments. After expenses of the sale, which included
title insurance, legal fees and $57,000 in brokerage commissions
paid to an unaffiliated real estate broker, the Partnership
received net sales proceeds of $1,118,838. Final Glenbrook Blvd.
and related expenses in the amount of $173,965 were paid, leaving
a balance of $944,873. On March 13, 2000, a total of $1,013,132
was distributed to limited partners, representing net sales
proceeds from the multi-family transaction and $68,259 of
Partnership reserves.
The 71-acre single family site has been under contract since
December 1998. The General Partner has been cooperating with the
contract buyer who is obtaining all of the required development
permits. The closing of this site has been further extended to
May 1, 2000. The buyer now has $125,000 in non-refundable
deposits on the contract, and has agreed to pay interest at the
rate of 10% on the gross purchase price until closing. In
addition, the buyer has a substantial investment in planning,
engineering and permitting for the site. This material is all
assigned to the Partnership in the event the transaction does not
close.
4
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Note 3 DISTRIBUTIONS TO PARTNERS:
-------------------------
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.
Distributions to limited partners totaled $1,013,132 during the
first quarter of 2000.
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, 2000, $3,980 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 three months ended March 31, 2000.
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, 2000.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
--------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS:
------------------------------------
Since all of the properties owned by the Partnership were under
contract for sale during the quarter ended March 31, 2000, the
General Partner's main focus was on bringing the pending
transactions to a successful conclusion. As discussed under Note
----
2, Investment in Land, the multi-family parcel was sold and the
---------------------
closing date on the single family parcel has been rescheduled for
May 1, 2000. Upon sale of the remaining Partnership property, the
Partnership will pay all of its financial obligations, establish
reserves for anticipated future expenses, make a final
distribution of all remaining Partnership cash resources to
limited partners, and the Partnership will be dissolved.
Results of Operations
---------------------
Total income for the three months ended March 31, 2000 was
$564,139, compared with total income of $407 for the three months
ended March 31, 1999 The 2000 results include a gain on sale of
real estate in the amount of $562,799 (see note 2, Investment in
-------------
Land). There were no sales of property during the comparable 1999
----
period. Income is generated from sale of real estate and short-
term cash investments.
5
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Operating expenses for the three months ended March 31, 2000 were
$13,325, compared to $21,608 for the three months ended March 31,
2000. The reason for the decrease was the elimination of interest
expense, since all borrowings under the Partnership's line of
credit had been repaid.
Total assets decreased from $1,550,658 at December 31, 1999 to
$952,806 at March 31, 2000. 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 increased from $98,357 at 1999 year-end to $122,980
at March 31, 2000. As provided in the Partnership Agreement, if
necessary liquid reserves can be augmented from net sales
proceeds from land sales.
PART II
Item 1. LEGAL PROCEEDINGS
-----------------
As of March 31, 2000, 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 2000 Report to Limited Partners
(B) Reports on Form 8-K
There were no reports of Form 8-K for the period ended March 31,
2000
6
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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 18, 2000 /s/ Robert N. Gardner
- ------------------- ----------------------------------
DATE Robert N. Gardner, Partner
April 18, 2000 /s/ Joseph J. Gardner
- ------------------- ----------------------------------
DATE Joseph J. Gardner, Partner
7
<PAGE>
April 17, 2000
Condev Land Fund II, Ltd.
First Quarter 2000
Dear Limited Partner:
The financial statements of the Partnership for the quarter ending March 31,
2000 are on the reverse side hereof. There was one sale of Partnership property
during the first quarter of 2000. A distribution to limited partners in the
amount of $1,013,132 was made on March 13, 2000. As of March 31, 2000, the net
asset value (book value) per unit of limited partner interest was $27.73. The
Partnership owns one remaining property.
Glenbrook P.U.D. Both the commercial parcel and the multi-family parcel located
- ----------------
in this planned development have been sold, leaving only 71 acres zoned for
single family development unclosed. The closing of this site has been further
extended to May 1, 2000. The buyer now has $125,000 in non-refundable deposits
on the contract, and has agreed to pay interest at the rate of 10% on the gross
purchase price until closing. In addition, the buyer has a substantial
investment in planning, engineering and permitting for the site. This material
is all assigned to the Partnership in the event the transaction does not close.
If this sale takes place as presently contracted, the accounts of the
Partnership will be reviewed by independent auditors, all final bills will be
paid, a reserve for anticipated future expenses will be established, and a final
distribution to all partners will be made. We anticipate that the final
distribution will occur in late May or early June, 2000. After the final
distribution, the Partnership will be terminated.
Please feel free to contact the Investor Relations office if you have any
questions or would like additional information concerning your investment.
Sincerely yours,
CONDEV ASSOCIATES
8
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-2000 DEC-31-1999
<PERIOD-START> JAN-01-2000 JAN-31-1999
<PERIOD-END> MAR-31-2000 MAR-31-1999
<CASH> 122,980 79,939
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 867
<PP&E> 825,826 2,769,311
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 952,806 2,861,188
<CURRENT-LIABILITIES> 125,000 249,503
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 1,290,125 2,611,685
<TOTAL-LIABILITY-AND-EQUITY> 825,826 2,769,311
<SALES> 0 0
<TOTAL-REVENUES> 564,139 407
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 13,325 21,608
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 7,188
<INCOME-PRETAX> 550,814 (21,201)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 550,814 (21,201)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 550,814 (21,201)
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
