<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 Nine Months Ended September 30, 1996
Commission File Number 33-28493-A
CONDEV LAND FUND III, LTD.
--------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 59-2943405
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(State or other jurisdiction of (I.R.S. Employer
incorporation of 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 III, LTD.
INDEX
PAGE
NUMBER
PART I. FINANCIAL INFORMATION:
ITEM 1. Financial Statements
Statement of Assets,
Liabilities and Partner's
Capital - September 30, 1996 and
December 31, 1995 3
Statement of Income & Expense
Three Months Ended September 30, 1996
and September 30, 1995 4
Statement of Income & Expense
Nine Months Ended September 30, 1996
and September 30, 1995 5
Statement of Cash Receipts and
Disbursements-Nine months ended
September 30, 1996 6
Notes to Financial Statements 7 - 9
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 9
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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 III, 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 III, LTD.
STATEMENT OF ASSETS, LIABILITIES AND PARTNER'S CAPITAL
SEPTEMBER 30, 1996, AND DECEMBER 31, 1995
ASSETS
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<TABLE>
<CAPTION>
September 30, 1996 December 31, 1995
------------------ -----------------
(AUDITED)
<S> <C> <C>
Cash and Cash Equivalents $ 115,410 $ 122,078
Investment in Joint Venture (2) 1,354,149 1,532,130
Land, at cost (3) 405,467 405,467
Organization Costs 4,386 4,386
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Total Assets: $1,879,412 $ 2,064,061
========== ===========
</TABLE>
LIABILITIES AND PARTNER'S CAPITAL
---------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
Liabilities $ 1,170 $ 1,170
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Partner's Capital:
General Partner $ 218 $( 186)
Limited Partners 1,878,024 2,063,077
Distribution - Current Year -- --
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Total Partner's Capital: $1,878,242 $2,062,891
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Total Liabilities and Partner's
Capital: $1,879,412 $2,064,061
========== ==========
</TABLE>
3
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CONDEV LAND FUND III, LTD.
STATEMENT OF INCOME AND EXPENSE
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, 1996 September 30, 1995
------------------ ------------------
INCOME
------
<S> <C> <C>
Interest and Other Income $ 1,286 $3,171
Equity in Income of Joint Venture 48,009 0
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Total Income $49,295 $3,171
OPERATING EXPENSES
------------------
Professional Fees 0 0
Equity in Loss of Joint Venture 0 0
Office Expense 930 1,887
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Total Operating Expenses: $ 930 $1,887
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Net Profit/(Loss) $48,365 $1,284
======= ======
</TABLE>
4
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CONDEV LAND FUND III, LTD.
STATEMENT OF INCOME AND EXPENSE
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, 1996 September 30, 1995
------------------ -------------------
INCOME
------
<S> <C> <C>
Interest and Other Income $ 5,003 $ 5,798
Equity in Income of Joint Venture 48,009 0
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Total Income $53,012 $ 5,798
OPERATING EXPENSES
------------------
Professional Fees 7,000 7,000
Equity in Loss of Joint Venture 990 0
Office Expense 4,638 4,565
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Total Operating Expenses: $12,628 $ 11,565
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Net Profit/(Loss) $40,384 $( 5,767)
======= =========
</TABLE>
5
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CONDEV LAND FUND III, LTD.
STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1996
Cash Flows from Operating Activities:
Net Income $ 40,384
Adjustments to Reconcile Net Income
To Net Cash Provided by Operating
Activities:
Equity in income of joint venture ( 48,009)
Cash Provided by Changes in:
Interest receivable 0
---------
Net Cash Provided in Operating Activities: $( 7,625)
Cash Flows from Investing Activities:
Distributions from Joint Venture, net $ 225,000
Investments In Joint Ventures $ 990
---------
Net Cash Used in Investing Activities: $ 225,990
---------
Cash Flows from Financing Activities:
Distributions to Partners (225,032)
---------
Net Cash Provided by Financing Activities: $(225,032)
Net decrease in Cash $( 6,668)
Cash and Cash Equivalents at Beginning of Year $ 122,078
Cash and Cash Equivalents at End of Period $ 115,410
=========
6
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Note 1 BUSINESS:
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Condev Land Fund III, Ltd. (the "Partnership") was formed on February
15, 1989 pursuant to the provisions of the Florida Revised Uniform
Limited Partnership Act for the purpose of acquiring and holding for
investment unimproved land in Central Florida.
The Offering Period for the Partnership originally scheduled to
expire on July 2, 1990 was extended to June 30, 1991. As of June
30, 1991, the Partnership had received $2,446,000 in partnership
capital.
The Partnership has made two investments. Refer to Note 2
INVESTMENT IN JOINT VENTURE and Note 3 INVESTMENT IN LAND for
details.
Unless terminated earlier as provided under the terms of the
Partnership Agreement, the Partnership will continue in existence
until December 31, 1996. Thereafter, the Partnership will be in
liquidation with no change in status of the limited partners or
the general partner.
Note 2 INVESTMENT IN JOINT VENTURE:
---------------------------
The Partnership owns a 90% interest in Condev Osceola Joint Venture.
The joint venture partner, Condev Osceola, Ltd., is a private
partnership sponsored by the general partner. On May 31, 1991, Condev
Osceola Joint Venture purchased two parcels of land aggregating 8.6
acres and related sewer capacity within the Kyng's Heath commercial
subdivision on S.R. 535 near its intersection with Highway 192 in
Osceola County, Florida. The property is zoned tourist-commercial in
Osceola County, Florida.
The purchase price of this property was $1,740,000 or $4.64 per square
foot, and the purchase price for the sewer capacity was $22,400. The
Partnership received an appraisal on this property of $2,260,000 or
$6.02 per square foot.
On February 28, 1996, Condev Osceola Joint Venture entered into a
Contract for Sale of Real Estate with a timeshare developer and
operator for 5.08 acres of this site and the related sewer capacity.
On August 28, 1996, the Joint Venture concluded the sale. The buyer
was Orlando Resort Development Group, which intends to build 92 time-
share units and related amenities on the site.
The purchase price was $1,250,000, or approximately $250,000 per acre.
In addition, the buyer reimbursed the Joint Venture $22,400 for sewer
capacity reserved for the site. The buyer made a cash payment at
closing of $350,000, and issued its promissory note in the amount of
$900,000 to the Joint Venture. The Joint Venture retains a mortgage on
the land until the note is repaid. Terms of the note include quarterly
interest at the rate of 8% and three equal annual principal payments
of $300,000 each. It is anticipated that the note will be repaid
substantially sooner as it is likely that the developer will want to
release land from the mortgage to begin the development of the site.
7
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The Joint Venture continues to own 2.94 acres of land in this
location.
A summary of the assets, liabilities and venturers' capital of Condev
Osceola Joint Venture as of September 30, 1996 are as follows:
ASSETS
------
Cash $ 15,883
Note Receivable 900,000
Investments in land 589,715
----------
$1,505,598
LIABILITIES AND VENTURERS' CAPITAL
----------------------------------
Accounts Payable 988
Venturers Capital 1,452,366
Current Profit/(Loss) 52,244
----------
$1,505,598
==========
Note 3 INVESTMENT IN LAND:
-------------------
In 1993, the Partnership purchased a 10-acre parcel of commercially
zoned land fronting on the east side of U.S. Highway 27 in Lake
County, Florida, approximately 1.5 miles north of the U.S. 192 and
U.S. 27 intersection.
The purchase price of the property was $400,000 or $.92 per square
foot. The Partnership received a $400,000 appraisal of the land at the
time of acquisition.
Note 4 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 nine months of 1996.
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 was a
distribution to limited partners during the third quarter of 1996 in
the amount of $225,032 relating to the sale of land described in Note
2 above.
Note 4 RELATED PARTY TRANSACTIONS:
---------------------------
The Partnership Agreement provides for the reimbursement to the
general partner of administrative expenses incurred in the direct
operation of the partnership. For the nine months ended September 30,
1996, a total of $ 2,790 was reimbursed to the general partner for
direct expenses incurred.
8
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When properties are sold, 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 the general partner or any
affiliate during the nine months ended September 30, 1996.
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, 1996.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
For the nine months ended September 30, 1996 total income was $53,012.
This came from interest earned on deposits and short-term investments,
sign rental income and the sale of one property in the third quarter
(see Note 2 for details). For the nine months ended September 30,
1995, total income was $5,798. There were no sales of property during
the 1995 period. Expenses for the nine months ended September 30, 1996
were $12,628, primarily professional fees and office expenses,
compared to total expenses of $11,565 for the same period in 1995. The
reason for the increase in expenses was higher equity in the loss of
Joint Venture which rose from $0 for the first nine months of 1995 to
$990 in the comparable 1996 period. This results from a change in
accounting policy whereby these expenses are recognized on a quarterly
basis rather than annually. Net income for the nine months ending
September 30, 1996 was $40,384, compared to a net loss of $5,767 for
the comparable period in 1995.
Total assets declined from $2,064,061 at December 31, 1995 to
$1,879,412 at September 30, 1996. This reflects the cash received and
distributed to limited partners relating to the sale discussed in Note
2. Assets can be expected to continue to decline as properties are
sold and as the mortgage note is repaid, and distributions are made to
limited partners.
Liquidity remained at a satisfactory level. Cash and equivalents
decreased slightly from $122,078 at 1995 year-end to $115,410 at
September 30, 1996.
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 of Form 8-K for the period ended September
30, 1996.
9
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CONDEV LAND FUND III, 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 III, LTD.
BY: Condev Associates, General Partner
October 25, 1996 /s/ Robert N. Gardner
- ---------------- --------------------------------------
DATE Robert N. Gardner, Partner
October 25, 1996 /s/ Joseph J. Gardner
- ---------------- --------------------------------------
DATE Joseph J. Gardner, Partner
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-START> JUL-01-1996 JAN-01-1996
<PERIOD-END> SEP-30-1996 SEP-30-1996
<CASH> 115,410 115,410
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 1,879,412 1,879,412
<CURRENT-LIABILITIES> 1,170 1,170
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 1,878,242 1,878,242
<TOTAL-LIABILITY-AND-EQUITY> 1,879,412 1,879,412
<SALES> 49,009 53,012
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 930 12,628
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 48,365 40,384
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 48,365 40,384
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 48,365 40,384
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
