<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Form 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
For the Fiscal Year Ended Commission File Number
December 31, 1997 #33-28493-A
Condev Land Fund III, Ltd.
--------------------------
(Exact Name of Registrant as
specified in its charter)
Florida #59-2943405
- ------------------------------- -------------------------------
(State or other jurisdiction (IRS Employer ID #)
of incorporation or
organization)
2479 Aloma Avenue
Winter Park, Florida 32792
- ------------------------------- ---------------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (407) 679-1748
--------------
Securities registered pursuant to Section 12(b) of the Act:
None
----
Securities registered pursuant to Section 12(g) of the Act:
None
----
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 of 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 reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No_______
-------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
State the aggregate market value of the voting stock held by non-affiliates of
the Registrant:
Not Applicable
--------------
<PAGE>
CONDEV LAND FUND III, LTD.
Table of Contents
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I
Item 1. Business 1
Item 2. Properties 2
Item 3. Legal Proceedings 2
Item 4. Submission of Matters to a Vote of Security Holders 2
Part II
Item 5. Market for Registrant's Common Equity and Related Security Holder Matters 3
Item 6. Selected Financial Data 3
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 3
Item 8. Financial Statements and Supplementary Data 6
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 25
Part III
Item 10. Directors and Executive Officers of the Registrant 25
Item 11. Executive Compensation 25
Item 12. Security Ownership of Certain Beneficial Owners and Management 25
Item 13. Certain Relationships and Related Transactions 26
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 27
Signatures 28
Annual Report to Limited Partners 29
</TABLE>
<PAGE>
PART I
Item 1.
Business:
---------
Condev Land Fund III, Ltd. (the "Partnership") is a Florida limited
partnership formed on February 15, 1989 under the Florida Revised
Uniform Partnership Act. The Partnership was formed for the purpose of
acquiring and holding for investment pre-development land in Central
Florida. The Partnership registered with the Securities and Exchange
Commission and sold to investors a total of 9,784 units of limited
partnership interest at an initial offering price of $250 per unit.
The Partnership had collected $2,446,000 in Limited Partnership
capital as of December 31, 1989.
As provided under the terms of the Partnership Agreement the
Partnership was to be in existence until December 31, 1996. In
accordance with the 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 or general partner.
Since the Partnership is in liquidation, the primary objective of the
Partnership is to sell properties at current market prices and
distribute the net proceeds to partners. To this end, the General
Partner is constantly monitoring area developments which are likely to
effect the salability of each property. This includes area commercial
and residential development, comparable sales transactions, road and
highway improvements, requests for zoning or comprehensive land use
changes, and changes in the availability of utilities. The General
Partner or its representatives attend county commission meetings,
planning and zoning hearings and community information meetings as
part of this endeavor. Properties are priced after consideration is
given to all of these factors.
In addition to trying to sell the portfolio properties, the
Partnership must manage the properties in the best interest of the
partners. This includes traditional property maintenance such as
insuring the property against liability, paying and appealing for
adjustment, when appropriate, real estate taxes, mowing and trash
removal. It also entails reacting promptly to area developments to
insure that vested development rights are preserved or marketability
of the property is enhanced. In some cases, it is necessary to retain
consultants to assist with this effort. In other cases, expenditure of
partnership reserves is required to keep the property properly
positioned for sale.
Properties are marketed through a combination of direct advertising,
including "For Sale" signs located on each property, constant contact
with the local, national and international brokerage communities, and
direct contact with potential purchasers. Extensive marketing
materials and relevant development information is maintained and
constantly updated for use by potential buyers.
The Partnership has no employees. Messrs. Robert N. Gardner and Joseph
J. Gardner are the general partners of Condev Associates, a Florida
general partnership, which is the General Partner of the Partnership
(the "General Partner").
Item 2.
Properties:
----------
Since its inception, the Partnership has purchased two properties for
investment in the Central Florida area. Part of one parcel was sold
during 1994. There were no sales of land during 1995 and 1997, and
another part of one property was sold during 1996. As of December 31,
1997, the partnership owned or had an investment in two properties.
The following is a summary of all properties acquired by the
Partnership:
Parcel 1:
--------
On May 31, 1991, Condev Osceola Joint Venture purchased two parcels of
land aggregating 8.6 acres 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. At the time of closing, the Partnership
acquired a 90% interest in Condev Osceola Joint Venture.
The purchase price of this property was $1,740,000 or $4.64 per square
foot.
1
<PAGE>
During the third quarter of 1994, an international investment group
purchased four parcels of land totaling approximately 9.4 acres
adjacent to this parcel. As part of this transaction, Condev Osceola
Joint Venture sold a small corner of its adjoining property to this
group to accommodate a realignment of a road serving both properties.
The total purchase price for the 28,607 square feet sold was $175,000,
or $6.12 per square foot. The Partnership's share of this sale was
90%, or $144,000. In November, 1994 a total of $44,028 was distributed
to limited partners representing return of capital and profits on the
sale of this parcel. The remaining proceeds were used to pay closing
costs and to augment the Partnership's cash position.
On August 28, 1996, Condev Osceola Joint Venture concluded the sale of
a 5.08 acre part of this parcel. The purchase price was $1,250,000, or
approximately $5.65 per square foot. 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 retained a mortgage
on the land until the note was repaid. After closing expenses and real
estate commissions paid to outside brokers, the net cash received by
the Joint Venture was $266,000. Of this amount, $225,032 was
distributed to limited partners of Condev Land Fund III, Ltd., and
$25,000 was distributed to limited partners in Condev Osceola, Ltd.,
the other 10% investor in the Joint Venture. The balance of $15,968
was retained in the Joint Venture to provide for future anticipated
costs and expenses. Upon repayment of the $900,000 note on April 2,
1997, the Partnership received its share in the amount of $810,000 and
distributed $799,940 to limited partners. The Joint Venture continues
to own 2.94 acres of land in the Kyng's Heath subdivision.
<TABLE>
<S> <C>
Date of Purchase: May 31, 1991
Purchase Price: $1,740,000
Additional Capitalized Costs: 30,697
Partnership interest (90%): $1,593,627
Less: Sale of .66 acres ( 61,497)
----------
$1,532,130
Less: Sale of 5.08 acres ( 832,507)
----------
$ 534,372
</TABLE>
Parcel 2:
--------
On August 6, 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 southwest corridor of Orlando is an area
that continues to experience rapid gain in employment, population and
household growth and commercial development.
<TABLE>
<S> <C>
Date of Purchase: August 6, 1993
Purchase Price: $ 400,000
Additional Capitalized Costs: 5,467
</TABLE>
Based on developments in the immediate area of this property, it is
clear that the Partnership will be in a better competitive position to
sell the property if sewer and water service is available to the
property limits. Accordingly, the General Partner has engaged an
engineering firm to design and estimate the costs of extending such
service to the property. Preliminary estimates have been completed,
and the General Partner is now in the process of obtaining the
necessary development permits. If all goes as scheduled, construction
should begin in mid-1998 with completion anticipated by September. The
costs of these improvements will be reimbursed to the Partnership by
buyers of the property.
Item 3.
Legal Proceedings:
-----------------
As of December 31, 1997, the Partnership was not subject to any
pending legal proceedings.
Item 4.
Submission of Matters to a Vote of Security Holders:
---------------------------------------------------
No matter was submitted to Unit Holders for a vote during the fourth
quarter of the year ended December 31, 1997.
2
<PAGE>
PART II
Item 5.
Markets for Registrant's Common Equity and Related Security Holder
------------------------------------------------------------------
Matters:
-------
(a) There has not been a public secondary market and it is not
anticipated that a public secondary market for the Units will develop.
(b) As of December 31, 1997, there were approximately 350 holders of
record of the Units of the Partnership.
(c) There are no regularly scheduled distributions to limited
partners. Distributions are made subsequent to sale of Partnership
properties after provision has been made for adequate reserves to
cover anticipated future expenses of the Partnership. Limited partners
received cash distributions totaling $799,940, $225,032 and $-0-
during the years ended December 31, 1997, 1996 and 1995.
Item 6.
Selected Financial Data:
-----------------------
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenue $ 7,853 $ 56,995 $ 7,457 $ 76,218 $ 9,658
Net Income (Loss) (41,881) 38,476 ( 30,888) 63,976 (22,151)
Total Assets 1,035,001 1,876,335 2,064,061 2,093,779 2,073,831
Partners' Capital 1,034,514 1,876,335 2,062,891 2,093,779 2,073,831
</TABLE>
The above selected financial data should be read in conjunction with
the financial statements and related notes appearing elsewhere in this
annual report.
Item 7.
Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations:
---------------------
January 1, 1997 through December 31, 1997:
During 1997, the Partnership continued to manage the portfolio
properties and direct its efforts towards positioning the remaining
two properties for sale. The areas in which the properties are located
continue to mature, and sales prospects are encouraging at this time.
On April 2, 1997, Condev Osceola Joint Venture received payment in
full of the $900,000 principal plus accrued interest on the mortgage
note taken in connection with the sale of part of its property in the
Kyng's Heath subdivision. See Item 2, Properties. After expenses,
which included a deferred 5% consulting fee paid to a non-affiliated
real estate broker, 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 in
April 1997.
For the year ended December 31, 1997, the Partnership had total
revenue of $7,853, consisting primarily of interest earned on cash and
cash equivalents during the year. This compares to total revenues of
$56,995 for the year ended December 31, 1996. The 1996 figure includes
$50,650 in net income from the Partnership's joint venture, Condev
Osceola Joint Venture, the owner of parcel #2. See Item 2, Properties.
There were no sales of property by either the Partnership or the Joint
Venture during 1997.
Operating expenses totaled $18,227 for 1997 compared to $18,519 for
1996. Most of these expenses relate to the management and
administration of the Partnership. However, the equity in the loss of
Condev Osceola Joint Venture was $31,507 for 1997. The reason for this
loss was a consulting expense in the amount of $47,170 relating to the
collection and subsequent payoff of a mortgage note held by the Joint
Venture. This consulting expense was partially offset by interest
income on the same mortgage note in the amount of $25,000. As
mentioned in the preceding paragraph, Condev Osceola Joint Venture had
a profit in 1996.
3
<PAGE>
Total Assets at December 31, 1997 were $1,035,001 compared to
$1,876,335 at December 31, 1996. This represents a decrease of
$841,334, and was primarily caused by the distribution of $799,940 to
limited partners following repayment of the mortgage note held by
Condev Osceola Joint Venture, plus reported operating losses. Assets
will continue to decline as properties are sold and the proceeds are
distributed to limited partners. Liquidity remained at a satisfactory
level. Cash and cash equivalents at December 31, 1997 stood at $90,357
as compared to $101,678 a year earlier.
The business of the Partnership is to own, manage and sell, as market
conditions permit, pre-development land in the central Florida area.
Due to the nature of the commercial real estate market in the central
Florida area, it is difficult to project when individual properties
will sell or when the entire portfolio will be liquidated. Because of
these uncertainties, the General Partner has established reserves to
fund real estate taxes, costs associated with maintaining the
properties and other required services such as partnership
administration, accounting and legal. The reserve will be replenished
from future land sales as needed.
For 1998, the General Partner estimates that approximately $15,500
will be required to pay real estate taxes on the properties held by
the Partnership and Condev Osceola Joint Venture. In addition, the
General Partner estimates that property associated holding costs will
total approximately $6,000 during 1998 and the costs of
administration, legal and accounting will require approximately
$9,000. These three categories of expense, totaling $30,500, will be
paid from Partnership reserves which were $90,357 at 1997 year end.
Should the Partnership not successfully conclude a property sale in
1998 and add to reserves, reserves would fall to approximately $60,000
by year end 1998. At the level of costs associated with the
Partnership's business as set out above, the Partnership has reserves
at year end 1997 to fund three years of costs.
The General Partner estimates that no property will be sold in 1998,
even though the areas in which the Partnership's properties are
located continue to mature and develop. This is due to the long period
of time necessary for buyers to perform due diligence under a new
contract for sale and to obtain the necessary governmental development
permits. If this estimation proves to be accurate, there will be no
distributions to partners during 1998. The General Partner regards the
present level of reserves adequate to fund future expenses.
The General Partner expects to place part of one or both of the
Partnership's properties under contract in 1998 which are estimated to
close during 1999. It is estimated that it will require another two
(2) years to complete the sale of properties held by the Partnership
or by the joint venture in which the Partnership is a participant.
January 1, 1996 through December 31, 1996:
The Partnership continued to manage the portfolio properties and to
attempt to present the properties to potential purchasers.
For the year ended December 31, 1996, the Partnership reported total
revenue of $56,995. This included $50,650 equity in income of joint
venture. This compares to total revenue of $7,457 for the year ended
December 31, 1995. The 1996 equity income resulted from the sale of
5.08 acres by the Joint Venture. Refer to Item 2, Properties, Parcel 1
for details. The change in interest income reflects varying cash
levels during the two years.
Operating expenses totaled $18,519 for the year ended December 31,
1996, compared to $16,904 for the year ended December 31, 1995. The
1996 figure does not include $1,124 in net expenses incurred in Condev
Osceola Joint Venture because the joint venture reported a profit for
the year. The profit relates to the sale of the part of Parcel 1
mentioned above and interest on the related purchase money mortgage.
Total expenses for the Joint Venture, consisting primarily of real
estate taxes were essentially unchanged from the previous year.
The net profit reported for the year ended December 31, 1996 was
$38,476, compared to a loss of $30,888 for the year ended December 31,
1995.
At year-end 1996, total assets of the Partnership were $1,876,335,
compared with $2,064,061 at year-end 1995. This decline reflects the
property sale and related distribution to limited partners during
1996. The Partnership had no liabilities at December 31, 1996.
Partners capital decreased from $2,062,891 at December 31, 1995 to
$1,876,335 at December 31, 1996, again the result of Partnership
profits offset by distributions to limited partners during the year.
4
<PAGE>
January 1, 1995 through December 31, 1995:
The Partnership continued to manage the portfolio properties and to
attempt to present the properties to potential purchasers. The areas
where the Partnership's properties are located continue to mature
through growth as well as area improvement, and it seems as though the
properties are moving closer to the time when they will be attractive
as development sites.
For the year ended December 31, 1995, the Partnership reported total
revenue of $7,457. This compares to total revenue of $76,218,
including $70,647 recognized gain on the sale of land in the Joint
Venture and $5,571 in interest and other income for the year ended
December 31, 1994. There were no sales of land in 1995. Refer to Item
2, Properties, Parcel 1. The change in interest income reflects
varying cash levels during the two years.
Operating expenses totaled $16,904 for the year ended December 31,
1995, compared to $12,242 for the year ended December 31, 1994. The
1994 figure does not include $21,698 in expenses incurred in Condev
Osceola Joint Venture, because the joint venture reported a profit for
the year. The profit relates to the sale of the part of Parcel 1
mentioned above. Total expenses for the Joint Venture, consisting
primarily of real estate taxes were essentially unchanged from the
previous year. Of the other expenses, professional fees increased from
$4,130 in 1994 to $8,170 in 1995 as a result of the final expenses of
the planning and design effort required to conclude the sale of part
of Parcel 1. The other expense categories remained essentially
unchanged from the prior year.
The net loss reported for the year ended December 31, 1995 was
$30,888, compared to a profit of $63,976 for the year ended December
31, 1994.
At year-end 1995, total assets of the Partnership were $2,064,061,
compared with $2,093,779 at year-end 1994. This decline reflects the
operating loss for 1995. The Partnership had total liabilities of
$1,170 at December 31, 1995. This is an amount due to an affiliate of
the general partner for expenses paid on behalf of the Partnership.
There were no outstanding liabilities as of December 31, 1994.
Partners' capital decreased from $2,093,779 at December 31, 1994 to
$2,062,891 at December 31, 1994, again the result from Partnership
losses of $30,888 for the year.
5
<PAGE>
Item 8.
Financial Statements and Supplementary Data:
-------------------------------------------
<TABLE>
<CAPTION>
I. Condev Land Fund III, Ltd. Page
----------------------------
<S> <C>
INDEPENDENT AUDITORS' REPORT 7
FINANCIAL STATEMENTS
Balance sheets 8
Statements of operations 9
Statements of partners' capital 10
Statements of cash flows 11
Notes to financial statements 12 - 16
II. Condev Osceola Joint Venture
---------------------------------
INDEPENDENT AUDITORS' REPORT 17
FINANCIAL STATEMENTS
Balance sheets 18
Statements of operations 19
Statements of partners' capital 20
Statements of cash flows 21
Notes to financial statements 22 - 26
</TABLE>
6
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Condev Land Fund III, Ltd.
Winter Park, Florida
We have audited the accompanying balance sheets of Condev Land Fund III,
Ltd. (a Florida Limited Partnership) as of December 31, 1997 and 1996, and the
related statements of operations, partners' capital and cash flows for each of
the three years in the period ended December 31, 1997. These financial
statements are the responsibility of the General Partner. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Condev Land Fund III, Ltd.
as of December 31, 1997 and 1996, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.
OSBURN, HENNING AND COMPANY
Orlando, Florida
January 15, 1998
7
<PAGE>
CONDEV LAND FUND III, LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 90,357 $ 101,678
Accounts receivable 2,494 -
Land, at cost (Note 2) 405,467 405,467
Investment in joint venture (Note 3) 534,372 1,366,879
Organization costs, less accumulated
amortization of $2,190 in 1997 and
$2,190 in 1996 2,311 2,311
---------- ----------
$1,035,001 $1,876,335
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Accounts payable $ 487 $ -
---------- ----------
Partners' capital (deficit):
General partner (738) (319)
Limited partners 1,035,252 1,876,654
---------- ----------
Total partners' capital 1,034,514 1,876,335
---------- ----------
$1,035,001 $1,876,335
========== ==========
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
8
<PAGE>
CONDEV LAND FUND III, LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
Years Ended December 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
1997 1996 1995
--------- -------- ---------
<S> <C> <C> <C>
Revenue:
Interest income $ 6,053 $ 4,570 $ 5,707
Other income 1,800 1,775 1,750
Equity in income of joint venture
(Note 3) - 50,650 -
-------- ------- --------
7,853 56,995 7,457
-------- ------- --------
Expenses:
Professional fees 7,000 7,000 8,170
Other expenses 8,452 9,264 6,334
Taxes and permits 2,775 2,255 2,400
Equity in loss of joint venture
(Note 3) 31,507 - 21,441
-------- ------- --------
49,734 18,519 38,345
-------- ------- --------
Net income (loss) $(41,881) $38,476 $(30,888)
======== ======= ========
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
9
<PAGE>
CONDEV LAND FUND III, LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
Years Ended December 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
------- ---------- ----------
<S> <C> <C> <C>
Balances, December 31, 1994 $ 123 $2,093,656 $2,093,779
Net income (loss) (309) (30,579) (30,888)
------- ---------- ----------
Balances (deficit), December 31, 1995 (186) 2,063,077 2,062,891
Distributions to partners (Note 4) - (225,032) (225,032)
Net income (loss) (133) 38,609 38,476
------- ---------- ----------
Balances (deficit), December 31, 1996 (319) 1,876,654 1,876,335
Distributions to partners (Note 4) - (799,940) (799,940)
Net income (loss) (419) (41,462) (41,881)
------- ---------- ----------
Balances (deficit), December 31, 1997 $(738) $1,035,252 $1,034,514
======= ========== ==========
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
10
<PAGE>
CONDEV LAND FUND III, LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
Years Ended December 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (41,881) $ 38,476 $(30,888)
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Equity in (income) loss of
joint venture 31,507 (50,650) 21,441
Amortization - 2,075 -
(Increase) decrease in accounts
receivable (2,494) - -
Increase (decrease) in accounts
payable 487 (1,170) 1,170
--------- --------- --------
Net cash provided by
(used in) operating
activities (12,381) (11,269) (8,277)
--------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in joint venture (9,000) (9,099) (19,412)
Distributions from joint venture 810,000 225,000 -
Land acquisitions and related costs - - (1,862)
--------- --------- --------
Net cash provided by
(used in) investing
activities 801,000 215,901 (21,274)
--------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (799,940) (225,032) -
--------- --------- --------
Net increase (decrease) in
cash and cash equivalents (11,321) (20,400) (29,551)
CASH AND CASH EQUIVALENTS, BEGINNING 101,678 122,078 151,629
--------- --------- --------
CASH AND CASH EQUIVALENTS, ENDING $ 90,357 $ 101,678 $122,078
========= ========= ========
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
11
<PAGE>
CONDEV LAND FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Organization
------------
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 unimproved land in Central Florida for
investment. The Partnership was formed with an initial capital
contribution of $1,000 from the general partner, Condev
Associates, and the issuance of 9,784 units of limited
partnership interest at $250 per unit.
The terms of the partnership agreement provided that the
Partnership will continue in existence until December 31, 1996.
However, the Partnership's operations will continue until all
investments of the Partnership are sold and proceeds distributed
to the partners.
Use of Estimates
----------------
In preparing the financial statements, management is required to
make estimates and assumptions that affect the reported amounts
of assets and liabilities as of the date of the financial
statements and revenues and expenses for the period. Actual
results could differ significantly from those estimates.
Organization Costs
------------------
The Partnership has capitalized all organization costs. Upon sale
of land, each parcel is allocated a portion of these costs based
on the ratio of total acquisition cost to the net proceeds of the
offering available to purchase properties for investment. The
accompanying statements of operations include $-0-, $2,075, and
$-0- of organization costs amortization for the years ended 1997,
1996 and 1995, respectively, from sales of land by the joint
venture in which the Partnership has an investment. There was no
organization costs amortization in 1995 as no land sales
occurred. For tax purposes, the Partnership is amortizing
organization costs over five years.
Land
----
Land, held for investment, is stated at the lower of cost or fair
value. Land is assessed for impairment when the Partnership
believes that events or changes in circumstances indicate that
its carrying amount may not be recoverable. Costs that clearly
relate to land development projects are capitalized. Interest
costs, real estate taxes and insurance are capitalized while
development is in progress. When development is complete, these
costs are expensed.
CONTINUED ON NEXT PAGE
12
<PAGE>
CONDEV LAND FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies - (Continued)
Investments in Joint Ventures
-----------------------------
Investments in joint ventures are accounted for using the equity
method.
Income Taxes
------------
The Partnership functions as a conduit for income tax purposes.
As such, the Partnership files an information tax return on which
it allocates its revenue and expenses among the partners as
required by the partnership agreement. The partners are required
to report such items on their respective income tax returns.
Cash and Cash Equivalents
-------------------------
The Partnership considers all highly liquid debt instruments
purchased with a maturity of three months or less to be cash
equivalents. At December 31, 1997, cash and cash equivalents
include $87,200 invested in Goldman FS Federal Admin.
Note 2. Land
At December 31, 1997 and 1996, land consisted of a ten-acre parcel,
zoned commercial, in Lake County, Florida.
Note 3. Investment in Joint Venture
The Partnership owns a 90% interest (which was acquired in 1991) in
Condev Osceola Joint Venture (a Florida joint venture) (the Joint
Venture) whose purpose is to acquire and hold one parcel of land,
comprised of approximately 2.9 acres located in Osceola County,
Florida, for investment purposes. The remaining 10% interest is owned
by Condev Osceola, Ltd., an affiliate of the Partnership's general
partner. The Partnership's investment in the Joint Venture as of
December 31, and its equity in income (loss) of the Joint Venture for
the years then ended are as follows:
<TABLE>
<CAPTION>
EQUITY IN
INCOME
YEAR INVESTMENT (LOSS)
---- ---------- ----------
<S> <C> <C>
1997 $ 534,372 $(31,507)
1996 $ 1,366,879 $ 50,650
1995 $ 1,532,130 $(21,441)
</TABLE>
CONTINUED ON NEXT PAGE
13
<PAGE>
CONDEV LAND FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Note 3. Investment in Joint Venture - (Continued)
During the year ended December 31, 1996, the Joint Venture sold a
parcel of land at a gain of $57,526. Accordingly, the equity in income
of joint venture includes a gain on sale of land of $51,774 and a loss
from operations of the Joint Venture of $(1,124).
A summary of the assets, liabilities, and venturers' capital of Condev
Osceola Joint Venture as of December 31, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Assets
------
Cash $ 4,032 $ 30,028
Note receivable - 900,000
Investment in land 589,715 589,715
-------- ----------
$593,747 $1,519,743
======== ==========
Liabilities and Venturers' Capital
---------------------------------
Liabilities $ - $ 988
Venturers' capital 593,747 1,518,755
-------- ----------
$593,747 $1,519,743
======== ==========
</TABLE>
The Joint Venture had revenue of $25,000, $75,926 and $-0- during the
years ended December 31, 1997, 1996 and 1995, respectively, and net
income (loss) of $(35,008), $56,278 and $(23,824), respectively.
Note 4. Allocations and Distributions to Partners
Operations (excluding land sales)
---------------------------------
Pursuant to the partnership agreement, cash flow and profits and
losses from operations are allocated and distributed 99% to the
limited partners and 1% to the general partner. No distributions
attributable to cash flow were made during the years ended December
31, 1997, 1996 or 1995.
CONTINUED ON NEXT PAGE
14
<PAGE>
CONDEV LAND FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Note 4. Allocations and Distributions to Partners - (Continued)
Land sales
----------
With respect to disposition of parcels of land, the allocations
and distributions shall be made as follows:
1. To the limited partners, an amount equal to the
Partnership's cost of the parcel disposed of;
2. To the limited partners, an amount equal to real estate
taxes, and organization and syndication expenses allocable
to the parcel disposed of;
3. To the limited partners, an amount equal to 10% per year
non-compounded return on such distributions minus previous
distributions of cash flows;
4. To the general partner and limited partners, 20% and 80%,
respectively, of the net cash proceeds after the above
distributions.
For purposes of making the above described computations, the
Partnership books will be deemed to close as of the month-end
closest to the date of sale.
The limited partners received distributions of $799,940, $225,032
and $-0- during the years ended December 31, 1997, 1996 and 1995,
respectively, attributable to net cash proceeds from sales of
land held through Condev Osceola Joint Venture.
Note 5. Related Party Transactions
The partnership agreement permits the general partner or its
affiliates to receive an acquisition fee or a real estate commission
from sellers in an amount not to exceed 5% of the gross purchase price
of land purchased by the Partnership, so long as the total acquisition
fee, including that paid to unaffiliated parties, does not exceed 10%
of the gross purchase price. No acquisition fees were paid during the
years ended December 31, 1997, 1996 or 1995, as no properties were
purchased.
CONTINUED ON NEXT PAGE
15
<PAGE>
CONDEV LAND FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Note 5. Related Party Transactions - (Continued)
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 nonaffiliates, not to exceed 10% of the gross sales price. No
real estate commissions were paid during the years ended December 31,
1997, 1996 and 1995, with respect to sales, as no sales occurred.
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 years ended
December 31, 1997, 1996 and 1995.
The general partner earned certain fees for administration and
management services provided, pursuant to the partnership agreement.
Such fees amounted to $3,744 for the year ended December 31, 1997 and
$3,720 for the years ended December 31, 1996 and 1995.
16
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Venturers
Condev Osceola Joint Venture
Winter Park, Florida
We have audited the accompanying balance sheets of Condev Osceola Joint
Venture (a Florida Joint Venture) as of December 31, 1997 and 1996, and the
related statements of operations, venturers' capital, and cash flows for each of
the three years in the period ended December 31, 1997. These financial
statements are the responsibility of the Joint Venture's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Condev Osceola Joint Venture
as of December 31, 1997 and 1996, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.
OSBURN, HENNING & COMPANY
Orlando, Florida
January 13, 1998
17
<PAGE>
CONDEV OSCEOLA JOINT VENTURE
(A Florida Joint Venture)
BALANCE SHEETS
December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
--------- ----------
<S> <C> <C>
ASSETS
Cash $ 4,032 $ 30,028
Note receivable (Note 3) - 900,000
Land, at cost 589,715 589,715
-------- ----------
$593,747 $1,519,743
======== ==========
LIABILITIES AND VENTURERS' CAPITAL
Due to related party (Note 2) $ - $ 988
Venturers' capital 593,747 1,518,755
-------- ----------
$593,747 $1,519,743
======== ==========
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
18
<PAGE>
CONDEV OSCEOLA JOINT VENTURE
(A Florida Joint Venture)
STATEMENTS OF OPERATIONS
Years Ended December 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
1997 1996 1995
---------- -------- ----------
<S> <C> <C> <C>
Revenue:
Gain on land sale $ - $57,526 $ -
Interest income 25,000 18,400 -
-------- ------- ---------
25,000 75,926 -
-------- ------- ---------
Expenses:
Real estate taxes 10,266 18,343 21,569
Consulting expense 47,170 -
Other expenses 2,572 1,305 2,255
-------- ------- ---------
60,008 19,648 23,824
-------- ------- ---------
Net income (loss) $(35,008) $56,278 $(23,824)
======== ======= =========
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
19
<PAGE>
CONDEV OSCEOLA JOINT VENTURE
(A Florida Joint Venture)
STATEMENTS OF VENTURERS' CAPITAL
Years Ended December 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
Condev Land Condev
Fund III, Ltd. Osceola, Ltd. Total
--------------- -------------- -----------
<S> <C> <C> <C>
Balances at December 31, 1994 $1,534,160 $170,462 $1,704,622
Contributions 19,412 2,157 21,569
Net income (loss) (21,442) (2,382) (23,824)
---------- -------- ----------
Balances at December 31, 1995 1,532,130 170,237 1,702,367
Contributions 9,099 1,011 10,110
Distributions (225,000) (25,000) (250,000)
Net income (loss) 50,650 5,628 56,278
---------- -------- ----------
Balances at December 31, 1996 1,366,879 151,876 1,518,755
Contributions 9,000 1,000 10,000
Distributions (810,000) (90,000) (900,000)
Net income (loss) (31,507) (3,501) (35,008)
---------- -------- ----------
Balances at December 31, 1997 $ 534,372 $ 59,375 $ 593,747
========== ======== ==========
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
20
<PAGE>
CONDEV OSCEOLA JOINT VENTURE
(A Florida Joint Venture)
STATEMENTS OF CASH FLOWS
Years Ended December 32, 1997, 1996 and 1995
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (35,008) $ 56,278 $(23,824)
Adjustments to reconcile net income
(loss) to net cash (used in)
operating activities:
Gain on land sale - (57,526) -
Decrease in due to
related party (988) - -
--------- --------- --------
Net cash (used in)
operating activities (35,996) (1,248) (23,824)
--------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from land sale, net of
closing costs - 269,826 -
Note receivable proceeds 900,000 - -
--------- --------- --------
Net cash provided by
investing activities 900,000 269,826 -
--------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions 10,000 10,110 21,569
Distributions to partners (900,000) (250,000) -
--------- --------- --------
Net cash provided by (used
in) financing activities (890,000) (239,890) 21,569
--------- --------- --------
Net increase (decrease)
in cash (25,996) 28,688 (2,255)
Cash, beginning 30,028 1,340 3,595
--------- --------- --------
Cash, ending $ 4,032 $ 30,028 $ 1,340
========= ========= ========
</TABLE>
NONCASH INVESTING ACTIVITY:
During 1996, the Joint Venture sold a parcel of land, receiving $269,826 in
cash and a $900,000 note receivable.
The Notes to Financial Statements are an integral part of these statements.
21
<PAGE>
CONDEV OSCEOLA JOINT VENTURE
(A Florida Joint Venture)
NOTES TO FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Organization/Business Interest
------------------------------
On May 31, 1991, Condev Land Fund III, Ltd. (the Fund) and Condev
Osceola, Ltd. (Osceola) (the Venturers), both of which are Florida
Limited Partnerships in which Condev Associates is the general
partner, entered into a joint venture agreement to form Condev
Osceola Joint Venture (the Joint Venture). The Joint Venture owns
one parcel of land totaling 2.9 acres in Osceola County, Florida,
which is being held for investment purposes.
Unless terminated earlier, as provided under the terms of the joint
venture agreement, the Joint Venture will continue in existence
until December 31, 1999.
Use of Estimates
----------------
In preparing the financial statements, management is required to
make estimates and assumptions that affect the reported amounts of
assets and liabilities as of the date of the financial statements
and revenues and expenses for the period. Actual results could
differ significantly from those estimates.
Funding
-------
The Fund and Osceola are required to contribute 90% and 10%,
respectively, to the capital of the Joint Venture from time to time
as required for the Joint Venture's operations. It is the intent of
the Venturers that all cash requirements of the Joint Venture shall
come from the Venturers and, therefore, the Joint Venture shall not
be required to borrow funds.
Land
----
Land, held for investment, is stated at the lower of cost or fair
value. Land is assessed for impairment when the Joint Venture
believes that events or changes in circumstances indicate that its
carrying amount may not be recoverable. Costs that clearly relate to
land development projects are capitalized. Interest costs, real
estate taxes and insurance are capitalized while development is in
progress. When development is complete, these costs are expensed.
CONTINUED ON NEXT PAGE
22
<PAGE>
CONDEV OSCEOLA JOINT VENTURE
(A Florida Joint Venture)
NOTES TO FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies - (Continued)
Allocation/Distributions
------------------------
Profits and losses shall be allocated 90% to the Fund and 10% to
Osceola. Cash flow generated from the Joint Venture shall be
distributed only at the discretion of Condev Associates. All such
distributions shall be paid to the Venturers in the same percentages
as profits and losses.
Income Taxes
------------
The Joint Venture functions as a conduit for income tax purposes. As
such, the Joint Venture files an information tax return on which it
allocates its revenue and expenses among the Venturers as required
by the joint venture agreement. The Venturers are required to report
such items on their respective income tax returns.
Note 2. Related Party Transactions
The joint venture agreement permits the Venturers' general partner, or
an affiliate of the general partner, to receive an acquisition fee or
a real estate commission from sellers in an amount not to exceed 5% of
the gross purchase price of land purchased by the Joint Venture, so
long as the total acquisition fee, including that paid to unaffiliated
parties, does not exceed 10% of the gross purchase price. No
acquisition fees were paid during the years ended December 31, 1997,
1996 and 1995, as no properties were purchased.
When properties are sold, an affiliate of the Venturers' general
partner may be paid real estate commissions in the amounts customarily
charged by others rendering similar services. Such commissions, plus
commissions paid to nonaffiliates, are not to exceed 10% of the gross
sales price. No real estate commissions were paid during the years
ended December 31, 1997 and 1995, as no sales occurred. In connection
with the sale of land during 1996, a total of 6.4% real estate
commissions were paid to nonaffiliates.
The amount due to related party at December 31, 1996 represents
expenses paid by Condev Corporation on behalf of the Joint Venture and
was paid in full during the year ended December 31, 1997.
23
<PAGE>
CONDEV OSCEOLA JOINT VENTURE
(A Florida Joint Venture)
NOTES TO FINANCIAL STATEMENTS
Note 3. Note Receivable
During 1996, the Joint Venture sold land to Orlando Resort Development
Group, Inc. for $1,250,000. The Joint Venture received cash and a
mortgage note receivable of $900,000. The note receivable was paid in
full during the year ended December 31, 1997.
24
<PAGE>
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial
-------------------------------------------------------------------------
Disclosure:
----------
There were no disagreements on accounting and financial disclosures
required to be disclosed by Item 304 of Regulation S-K.
PART III
Item 10.
Directors and Executive Officers of the Registrant
--------------------------------------------------
(a) The Registrant does not have a Board of Directors. Condev Associates,
A Florida general partnership consisting of Messrs. Robert N. Gardner and
Joseph J. Gardner is the General Partner of the Partnership.
(b), (c), (d) and (e)
Robert N. Gardner and Joseph J. Gardner are brothers. The background and
experience of the partners of the General Partner are as follows:
Robert N. Gardner, age 63 has been president, a director and shareholder of
-----------------
Condev Corporation and it's predecessors since 1961. A Florida licensed
real estate broker and Class A Contractor, he serves on the boards of
directors of Nations Bank of Central Florida, N.A., and Schroeder-Manatee,
Inc.
Joseph J. Gardner, age 60 has been an officer, director and shareholder of
-----------------
Condev Corporation and its predecessors since 1961. Prior to joining
Condev Corporation, he was employed in the land department of Continental
Oil Company. Mr. Gardner is a licensed real estate broker.
Condev Corporation, which has its offices located at the same address of
the General Partner and Partnership, has been operating in the Florida real
estate market since 1961. It has two active affiliates. PCD, Inc. is a
development company specializing in horizontal land development. Condev
Realty, Inc. is a Florida licensed real estate broker which concentrates on
site acquisition, land assemblage and land investment.
Item 11.
(a), (b), (c) and (d)
The Registrant has not paid and does not plan to pay any executive
compensation to the General Partners or their affiliates (other than
described in Item 13 below).
Item 12.
Security Ownership of Certain Beneficial Owners and Management:
--------------------------------------------------------------
(a) The following is a list of persons who are known to the Registrant to
be the beneficial owners of more than 5% of the total units outstanding as
of December 31, 1997:
NONE
(b) The following is a list of units beneficially owned by all partners of
the General Partner as of December 31, 1997:
NONE
(c) There are no arrangements known to the registrant, including any
pledge by any person of security of the registrant or any of its parents
or affiliates, the operation of which may at a subsequent date result in
a change in control of the registrant.
25
<PAGE>
Item 13.
(a) and (b)
Certain Relationships and Related Transactions
----------------------------------------------
The Partnership Agreement permits the General Partner or its affiliates to
receive an acquisition fee or a real estate commission from sellers in an
amount not to exceed 5% of the gross purchase price of land purchased by
the Partnership so long as the total acquisition fee, including that paid
to unaffiliated parties, does not exceed 10% of the gross purchase price.
No acquisition fees were paid during 1997, 1996, or 1995 as no property was
purchased.
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 nonaffiliates not to exceed 10% of the gross sales
price. No real estate commissions were paid to the General Partner or any
affiliates during 1997, 1996 or 1995 with respect to sales.
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 period ended December 31, 1997, 1996, or
1995.
Pursuant to the Partnership agreement, the General Partner earned certain
fees for administration and management services provided. Such fees
amounted to $3,744 for the year ended December 31, 1997 and $3,720 for each
of the years ended December 31, 1996 and 1995.
(c) No management person is indebted to the Registrant.
(d) Not applicable.
26
<PAGE>
PART IV
Item 14.
Exhibits, Financial Statement Schedules, and Reports on Form 8-K:
----------------------------------------------------------------
(a)(1) The following financial statements and supplementary data are
included in Part II Item 8:
I. Condev Land Fund III, Ltd.
---------------------------- Page
Independent Auditor's Report 7
Financial Statements
Balance Sheets - December 31, 1997 and 1996 8
Statements of Operations - Years ended
December 31, 1997, 1996 and 1995 9
Statements of Partners' Capital -
Years ended December 31, 1997, 1996 and 1995 10
Statements of Cash Flows -
Years ended December 31, 1997, 1996 and 1995 11
Notes to Financial Statements 12-16
II. Condev Osceola Joint Venture
--------------------------------
Independent Auditor's Report 17
Financial Statements
Balance Sheets - December 31, 1997 and 1996 18
Statements of Operations - Years ended
December 31, 1997, 1996 and 1995 19
Statements of Partners' Capital -
Years ended December 31, 1997, 1996 and 1995 20
Statements of Cash Flows -
Years ended December 31, 1997, 1996 and 1995 21
Notes to Financial Statements 22-24
(3) Exhibits included herein:
13 - Annual Report to Limited Partners 29
(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the Registrant during
the last quarter of the period covered by this report.
27
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf of the undersigned, thereunto duly authorized.
CONDEV ASSOCIATES, General Partner
Date:____________________ By: /s/ Robert N. Gardner
----------------------------
Robert N. Gardner, Partner
Date:____________________ By: /s/ Joseph J. Gardner
----------------------------
Joseph J. Gardner, Partner
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and the capacities and on the date indicated.
CONDEV ASSOCIATES, General Partner
/s/ Robert N. Gardner ________________________
- ---------------------------------
Robert N. Gardner, Partner Date
/s/ Joseph J. Gardner ________________________
- ---------------------------------
Joseph J. Gardner, Partner Date
28
<PAGE>
February 6, 1998
Condev Land Fund III, Ltd.
1997 Annual Report
Enclosed is your Schedule K-1 (Form 1065) relating to the Fund's operations for
the year ended December 31, 1997. This Schedule is for your use in preparing
your 1997 income tax return.
The financial statement, on the reverse side hereof, shows a net loss for the
year ended December 31, 1997 of $41,881. This represents interest income from
short term investments and the Orlando Resort Development Group mortgage note,
less the normal costs of operating the partnership and managing the portfolio
properties. There were no sales of property during 1997. However, the balance
of the outstanding mortgage note due from Orlando Resort Development Group in
the amount of $900,000 was repaid during the first quarter of 1997. The
Partnership holds a controlling 90% interest in the joint venture which owns the
Kyng's Heath property and held the mortgage note. Accordingly, the Partnership
received $810,000 from the joint venture, and $799,940 was distributed to
limited partners in April. The balance was added to partnership reserves. As
of December 31, 1997, the net asset value per unit of limited partner interest
was $105.81. The following is a brief description of the status of each of the
partnership's two remaining properties:
Kyng's Heath. This is a 2.94-acre property located in the Kyng's Heath
- ------------
subdivision on State Road 535 near U.S. Highway 192 in Kissimmee, Osceola
County, Florida. This is the remainder of the property after the sale to
Orlando Resort Development Group last year. The property is owned by Condev
Osceola Joint Venture, in which the Partnership holds a 90% interest. This
property is directly across SR 535 from the proposed World Expo Center, a $1
billion complex consisting of a convention center, 2.5 million square-foot trade
show building, a mall, a 2,000-room hotel and offices. As reported in The
---
Orlando Sentinel, construction could begin as soon as July with completion in
- ----------------
the year 2000.
U.S. Highway 27. This is a 10-acre commercially zoned parcel located
- ---------------
approximately 1 1/4 miles north of U.S. Highway 192 in Lake County, Florida.
This area has experienced heightened investor interest during recent months, and
significant new residential and commercial development is beginning in the
immediate area. The general partner is working with adjoining landowners to
bring water and sewer service to the property.
The properties owned by this partnership are well-positioned for sale. We are
hopeful that favorable sales results will be achieved in the coming months.
Sincerely yours,
CONDEV ASSOCIATES
29
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996
<PERIOD-END> DEC-31-1997 DEC-31-1996
<CASH> 90,357 101,678
<SECURITIES> 0 0
<RECEIVABLES> 2,494 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 1,035,001 1,876,335
<CURRENT-LIABILITIES> 487 0
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 1,034,514 1,876,335
<TOTAL-LIABILITY-AND-EQUITY> 1,035,001 1,876,335
<SALES> 0 0
<TOTAL-REVENUES> 7,853 56,995
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 49,734 18,519
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (41,881) 38,476
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (41,881) 38,476
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
