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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 Six Months Ended June 30, 1997
Commission File Number 33-28493-A
CONDEV LAND FUND III, LTD.
--------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 59-2943405
------- ----------
(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 - June 30, 1997 and
December 31, 1996 3
Statement of Income & Expense
Three Months Ended June 30, 1997
and June 30, 1996 4
Statement of Income & Expense
Six Months Ended June 30, 1997
and June 30, 1996 5
Statement of Cash Receipts and
Disbursements-Six months ended
June 30, 1997 6
Notes to Financial Statements 7 - 9
ITEM 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 9 - 10
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:
---------------------
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
JUNE 30, 1997 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
ASSETS
------
<S> <C> <C>
June 30, 1997 December 31, 1996
------------- -----------------
Cash and Cash Equivalents $ 105,286 $ 101,678
Investment in Joint Venture (2) 535,049 1,366,879
Land, at cost (3) 405,467 405,467
Organization Costs 2,311 2,311
---------- ----------
Total Assets: $1,048,113 $1,876,335
========== ==========
</TABLE>
LIABILITIES AND PARTNER'S CAPITAL
---------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
Liabilities $ 0 $ 0
---------- ----------
Partner's Capital:
General Partner $ (602) $ 319)
Limited Partners 1,848,655 1,876,654
Less: Distributions (799,940) 0
---------- ----------
Total Partner's Capital: $1,048,113 $1,876,335
---------- ----------
Total Liabilities and Partner's
Capital: $1,048,113 $1,876,335
========== ==========
</TABLE>
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CONDEV LAND FUND III, LTD.
STATEMENT OF INCOME AND EXPENSE
THREE MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
INCOME
------
Interest and Other Income $ 4,223 $2,835
-------- ------
Total Income $ 4,223 $2,835
-------- ------
OPERATING EXPENSES
------------------
Professional fees 0 0
Equity in loss of Joint Venture 34,952 0
Management fees 1,872 0
Other expense 12 0
Office expense 1,062 1,556
-------- ------
Total Operating Expenses: $ 37,898 $1,556
-------- ------
Net Profit/(Loss) $(33,675) $1,279
======== ======
</TABLE>
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CONDEV LAND FUND III, LTD.
STATEMENT OF INCOME AND EXPENSE
SIX MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
INCOME
------
Interest and Other Income $ 5,209 $ 3,717
-------- ---------
Total Income $ 5,209 $ 3,717
-------- ---------
OPERATING EXPENSES
------------------
Professional fees 7,000 7,000
Equity in loss of Joint Venture 21,830 990
Management fees 1,872 0
Other expense 51 0
Office expense 2,738 3,708
-------- ---------
Total Operating Expenses: $ 33,491 $ 11,698
-------- ---------
Net Profit (Loss) $(28,282) $( 7,981)
======== =========
</TABLE>
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CONDEV LAND FUND III, LTD.
STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1997
<TABLE>
<S> <C>
Cash Flows from Operating Activities:
Net Income $ (28,282)
Adjustments to Reconcile Net Income
To Net Cash Provided by Operating
Activities:
Equity in income of joint venture 21,830
Cash Provided by Changes in:
Accounts receivable 0
---------
Net Cash Provided in Operating Activities: $ (6,452)
Cash Flows from Investing Activities:
Distributions from Joint Venture, net $ 810,000
Investments In Joint Ventures $ 0
---------
Net Cash Used in Investing Activities: $ 810,000
---------
Cash Flows from Financing Activities:
Distributions to Partners (799,940)
---------
Net Cash Provided by Financing Activities: $(799,940)
---------
Net increase in Cash $ 3,608
Cash and Cash Equivalents at Beginning of Year $ 101,678
---------
Cash and Cash Equivalents at End of Period $ 105,286
=========
</TABLE>
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Note 1 BUSINESS:
---------
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.
As provided under the terms of the Partnership Agreement, the
Partnership was to be in existence until December 31, 1996. In
accordance with Florida Limited Partnership Law and the Partnership
Agreement, after December 31, 1996 the Partnership has been in
liquidation with no change in the status of the limited partners of
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 mortgage note
was repaid, together with
7
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accrued interest, on April 2, 1997. After expenses, which included a
deferred 5% real estate commission, the net cash received by the Joint
Venture was $861,270. A total of $810,000 was distributed by the Joint
Venture to the Partnership, and $799,940 was distributed to limited
partners. As provided in the Partnership Agreement, the balance of
$10,060 was added to Partnership reserves to provide for future
expenses.
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 June 30, 1997 are as follows:
ASSETS
------
Cash $ 5,536
Note Receivable 0
Prepaid Expenses 236
Investments in land 589,715
---------
$ 595,487
=========
LIABILITIES AND VENTURERS' CAPITAL
----------------------------------
Accounts Payable 988
Venturers Capital 618,755
Current Profit/(Loss) (24,256)
---------
$ 595,487
=========
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 six months of 1997.
8
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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 was a distribution
to limited partners during the second quarter of 1997 in the amount of
$799,940 relating to the repayment of the mortgage note 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 six months ended June 30, 1997, a total of
$2,243 was reimbursed to the general partner for direct expenses
incurred.
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 six months ended June 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 six months ended
June 30, 1997.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
For the six months ended June 30, 1997 total income was $5,209. This
came from interest earned on deposits and short-term investments. For
the six months ended June 30, 1996, total income was $3,717. There were
no sales of property during the 1996 or 1997 period. Expenses for the
six months ended June 30, 1997 were $33,491 compared to total expenses
of $11,698 in 1996. The major component of these expenses was equity in
the loss of Condev/Osceola Joint Venture, which paid deferred real
estate commissions due to a non-affiliated broker upon repayment of the
Orlando Resort Development Group mortgage. Other expenses were
relatively unchanged. The net loss for the six months ending June 30,
1997 was $ 28,282, compared to a net loss of $7,981 for the comparable
period in 1996.
Total assets decreased from $1,876,335 at December 31, 1996 to
$1,048,728 at June 30, 1997. This reflects the net results of operations
for the period, less distributions to limited partners. Assets can be
expected to decline in the future as properties are sold and
distributions are made to limited partners.
9
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Liquidity remained at a satisfactory level. Cash and equivalents
increased slightly from $101,678 at 1996 year-end to $105,286 at
June 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 of Form 8-K for the period ended
June 30, 1997.
10
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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
July 31, 1997 /s/ Robert N. Gardner
- ------------- ---------------------
DATE Robert N. Gardner, Partner
July 31, 1997 /s/ Joseph J. Gardner
- ------------- ---------------------
DATE Joseph J. Gardner, Partner
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNAUDITED
6-30-97 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996
<PERIOD-END> JUN-30-1997 JUN-30-1996
<CASH> 105,286 115,087
<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> 1,048,113 2,056,080
<CURRENT-LIABILITIES> 0 1,170
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 1,048,113 2,054,910
<TOTAL-LIABILITY-AND-EQUITY> 1,048,113 2,056,080
<SALES> 0 0
<TOTAL-REVENUES> 5,209 3,717
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 33,491 11,698
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (28,282) (7,981)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (28,282) (7,981)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (28,282) (7,981)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
