SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date of Report: December 9, 1997
LDP-III
(Exact name of registrant as specified in its charter)
California 0-13559 94-2911983
(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
P.O. Box 130, Carbondale, Colorado 81623
(Address of principal executive offices)
(970) 963-8007
(Registrant's telephone number, including area code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 9, 1997, the registrant sold one of its real property
investments known as 1201 Cadillac Court, located in Milpitas,
California. The property consisted of a 51,450 square feet
commercial building.
The buyer, KAR Management, is not affiliated with the registrant.
The sale price received by the registrant was $6,800,000 which
resulted in a gain of $3,282,000 and cash proceeds of $1,788,000.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Not Applicable
ITEM 5. OTHER EVENTS
Not Applicable
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of business acquired
Not Applicable
(b) Pro Forma Balance Sheet - September 30, 1997
Pro Forma Statements of Operations:
Nine months ended September 30, 1997
Year ended December 31, 1996
Notes to Pro Forma Financial Statements
(c) Exhibits
Not Applicable
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable
PRO FORMA FINANCIAL STATEMENTS
The following Pro Forma Balance Sheet of the registrant as of September 30,
1997 and the Pro Forma Statements of Operations for the nine months ended
September 30, 1997, and for the year ended December 31, 1996, reflect pro
forma adjustments to the registrant's historical Financial Statements assuming
the property was not owned by LDP-III during those timeframes as explained in
Notes to Pro Forma Financial Statements.
The Pro Forma Statements of Operations for the nine months ended September 30,
1997, and for the year ended December 31, 1996, are not necessarily indicative
of the actual results that would have occurred had the property sale been
consummated at the beginning of the respective periods or of future operations
of the registrant. The Pro Formas do not take into consideration the increase
in LDP-III's liquidity or possible uses of those funds.
These statements should be read in conjunction with the Notes to Pro Forma
Financial Statements.
LDP-III
PRO FORMA BALANCE SHEET, SEPTEMBER 30, 1997
(Unaudited) (Dollars in thousands)
Pro Forma
Adjustments
Add (Deduct)
September 30, 1997 (Note A) Pro Forma
ASSETS
INVESTMENTS IN REAL ESTATE:
Rental properties $ 10,553 $ (4,631) $ 5,922
Accumulated depreciation (4,288) 1,519 (2,769)
Rental properties - net 6,265 (3,112) 3,153
CASH 131 (3) 128
OTHER ASSETS
Short-Term Investment $ 199 $ 0 $ 199
Accounts receivable 24 0 24
Prepaid expenses and deposits 4 (1) 3
Deferred costs 226 (141) 85
Total other assets 453 (142) 311
TOTAL $ 6,849 $ (3,257) $ 3,592
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Notes payable $ 6,858 $ (4,408) $ 2,450
Accounts payable 30 0 30
Other liabilities 165 (84) 81
Total liabilities 7,053 (4,492) 2,561
PARTNERS' EQUITY (204) 1,235 1,031
TOTAL $ 6,849 $ (3,257) $ 3,592
The accompanying notes are an integral part of the pro forma financial
statements.
LDP-III
PRO FORMA STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1997 (Unaudited) (In thousands except per unit amounts)
Pro Forma
Adjustments
Add (Deduct)
September 30, 1997 (Note A) Pro Forma
REVENUE
Rental $ 925 $ (427) $ 498
Interest 14 (1) 13
Total Revenue 939 (428) 511
EXPENSE
Interest 426 (250) 176
Operating 267 (37) 230
Depreciation and amortization 239 (82) 157
General and administration 140 0 140
Total expense $ 1,072 $ (369) $ 703
NET LOSS $ (133) $ (59) $ (192)
NET LOSS PER
PARTNERSHIP UNIT $ (4) $ (2) $ (6)
The accompanying notes are an integral part of the pro forma financial
statements.
LDP-III
PRO FORMA STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Unaudited) (In thousands except per unit amounts)
Pro Forma
Adjustments
Add (Deduct)
September 30, 1997 (Note A) Pro Forma
REVENUE
Rental $ 1,210 $ (459) $ 751
Interest 22 (1) 21
Total revenue 1,232 (460) 772
EXPENSE
Interest 671 (376) 295
Operating 472 (117) 355
Depreciation and amortization 325 (99) 226
General and administration 180 0 180
Total expense 1,648 (592) 1,056
NET LOSS $ (416) $ (133) $ (284)
NET LOSS PER
PARTNERSHIP UNIT $ (11) $ (4) $ (7)
The accompanying notes are an integral part of the pro forma financial
statements.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(Dollars in thousands)
A. The Balance Sheet Pro Forma adjustments reflect the sale of the 1201
Cadillac Court Building as if the sale occurred on September 30, 1997.
A gain of $3,282 was recognized by the registrant which has been
adjusted for activity subsequent to September 30, 1997, and through the
date of sale (see Note B). The cost of investments in real estate,
accumulated depreciation, prepaid expenses and deposits, deferred costs,
notes payable and other liabilities have been adjusted by their
respective balances at September 30, 1997. The registrant received cash
proceeds of $1,788 from this sale.
B. The Pro Forma Statements of Operations for the nine months ended
September 30, 1997, and for the year ended December 31, 1996, reflects
the loss from continuing operations before reflecting any amounts
attributable to the sale of the 1201 Cadillac Court Building on December
9, 1997. It has been assumed that administrative expenses would not
change as a result of the sale.
The gain of $3,282 from the property sale which has not been reflected
in the Pro Forma Statement of Operations, was determined as follows:
Sale price $ 6,800
Less: selling costs (287)
Net selling price 6,513
Property basis
(including unamortized deferred costs) 4,767
Accumulated depreciation
and amortization (1,536)
Net book value 3,231
Gain on sale of rental property $ 3,282
C. The Pro Forma Statements of Operations for the three months ended
September 30, 1997, and for the year ended December 31, 1996, reflects
the pro forma adjustment to remove the segments of operations that have
been discontinued to present the registrant on an ongoing continuing
operations.
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 thereunto duly authorized.
Date: December 09, 1997 LDP-III
By: /s/ Gregory L. Mohl
Controller
Landsing Equities Corporation
Managing General Partner