UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2001, Commission file number: 33-2121
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
ARIZONA 86-0540409
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2944 N. 44th Street, Suite 200, Phoenix, Arizona 85018
(Address of principal executive offices) (Zip Code)
(602) 955-4000
(Registrant's telephone number, including area code)
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 reports), and (2) has been subject to such filing
requirements for the past 90 days [X] yes [ ] no
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [X] yes [ ] no
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
FORM 10-Q, QUARTER ENDED MARCH 31, 2001
INDEX
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Balance Sheet as of March 31, 2001............................................ 3
Statement of Operations for the Quarters Ended March 31, 2001 and 2000........ 4
Statement of Cash Flows for the Quarters Ended March 31, 2001 and 2000........ 5
Notes to Interim Financial Statements......................................... 6
All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
Item 2 Management's Discussion and Analysis................................... 7
PART II OTHER INFORMATION
Item 1 Legal Proceedings...................................................... 8
Item 2 Changes in Securities.................................................. 8
Item 3 Defaults Upon Senior Securities........................................ 8
Item 4 Submission of Matters to a Vote of Security Holders.................... 8
Item 5 Other Information...................................................... 8
Signatures.................................................................... 9
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PART 1: FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Balance Sheet
As of March 31, 2001
Unaudited
March 31, 2001 December 31, 2000
-------------- -----------------
ASSETS
Current Assets
Cash $ 216,859 $ 229,301
---------- ----------
Total Current Assets 216,859 229,301
Land Held for Investment Purposes (Note 2) 4,734,276 4,734,276
---------- ----------
TOTAL ASSETS $4,951,135 $4,963,577
========== ==========
LIABILITIES
Accounts Payable $ 48,944 $ 27,250
---------- ----------
Total Liabilities 48,944 27,250
========== ==========
CAPITAL
Partners' Capital 4,902,191 4,936,327
---------- ----------
TOTAL LIABILITIES & CAPITAL $4,951,135 $4,963,577
========== ==========
The accompanying notes are an integral part of these financials.
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
for the Three Months Ending March 31, 2001 and 2000
Unaudited
Three Three
Months Ended Months Ended
March 31, 2001 March 31, 2000
-------------- --------------
Post-reorganization Items (April to December 31, 2000)
Revenues
Interest Income and Dividend Income $ 2,552 $ --
Transfer Fees 455 --
-------- --------
Total Revenues
3,007 --
Expenses
Accounting Expense 9,910 --
Legal Expense 1,279 --
Management Fees 9,764 --
Property Tax 11,537 --
General and Administrative 4,653 --
-------- --------
Total Expenses 37,143 --
-------- --------
Post-reorganization Net Loss (34,136) --
Pre-reorganization Items (January 1 to March 31, 2000)
Revenues
Interest and Dividend Income -- 3,813
Miscellaneous Income -- 675
-------- --------
Total Revenues -- 4,488
Expenses
Legal and Accounting -- 7,020
Management Fees -- 6,523
Property Taxes -- 10,440
General and Administrative -- 2,882
-------- --------
Total Expenses -- 26,865
Pre-reorganization Net Loss -- (22,377)
-------- --------
Net Loss $(34,136) $(22,377)
======== ========
Net Loss Per Limited Partnership Unit $ (1.73) $ (1.14)
Weighted Average Number of Limited
Partnership Units Outstanding 19,676 19,679
The accompanying notes are an integral part of these financials.
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Statement of Cash Flows
for the Three Months' Ending March 31, 2001 and 2000
Unaudited
Three Three
Months Ended Months Ended
March 31, 2001 March 31, 2000
-------------- --------------
Cash Flows From Operating Activities
Net Loss $ (34,136) $ (22,377)
Adjustments to Reconcile Net Loss to
Net Cash Provided By Operating Activities
(Increase) Decrease in Accounts Payable 21,694 (16,075)
--------- ---------
Net Cash Flows Used In Operating Activities (12,442) (38,452)
Cash Flows From Investing Activities -- --
Cash Flows From Financing Activities -- --
Decrease in Cash and Cash Equivalents (12,442) (38,452)
Cash and Cash Equivalents, Beginning of Year 229,301 323,275
--------- ---------
Cash and Cash Equivalents, End of Year $ 216,859 $ 284,823
========= =========
The accompanying notes are an integral part of these financials.
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO INTERIM FINANCIAL STATEMENTS
March 31, 2001
NOTES TO INTERIM FINANCIAL STATEMENTS
NOTE 1: STATEMENT OF INFORMATION FURNISHED (3/31/2001)
The accompanying unaudited interim financial statements have been prepared
in accordance with Form 10Q instructions and in the opinion of management
contain all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position as of March 31, 2001,
the results of operations, and of cash flows for the three month period
ending March 31, 2001. These results have been determined on the basis of
generally accepted accounting principles and practices and applied
consistently with those used in the preparation of the Partnership's 2000
annual report on Form 10K. The effective date of the Partnership's
emergence from bankruptcy was March 31, 2000, as filed on form 8K/A on
November 14, 2000.
Certain information and footnote disclosure normally included in the
financial statements presented in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that
the accompanying financial statements be read in conjunction with the
financial statements and notes thereto incorporated by reference in the
Partnership's 2000 annual report on Form 10K.
NOTE 2: LAND
Costs incurred by the Partnership for acquisition and holding of land as of
March 31, 2001 are as follows:
24th St. & Baseline $ 2,331,204
79th Ave. & Peoria 955,932
Central Ave./Avondale 75,000
Van Buren & Central/ Goodyear 1,372,140
-----------
$ 4,734,276
===========
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO INTERIM FINANCIAL STATEMENTS
March 31, 2001
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS
When used in this discussion, the words "believes", "anticipates", "expects",
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties, which could
cause actual results to differ materially from those projected. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. Actual results, performance or achievements
could differ materially from those anticipated in such forward looking
statements as a result of numerous factors. The Partnership undertakes no
obligation to republish revised forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Readers are also urged to carefully review and consider
the various disclosures made by the Partnership which attempt to advise
interested parties of the factors which affect the Partnership's business, in
this report, as well as the Partnership's periodic reports on Forms 10-K and 8-K
filed with the Securities and Exchange Commission.
There were no sales of vacant land for the three months ended March 31, 2000 and
2001. The Partnership emerged from bankruptcy on March 31, 2000 and at that time
the Partnership applied the `fresh start' accounting rules. The properties were
written down by $501,267 to their estimated fair market values, and known losses
of $56,303 were accrued and charged to partners' capital so that no losses are
recognized on property sales subsequent to the reorganization date. For tax
purposes losses from property sales will be realized upon the sales of the
respective properties.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2001 the Partnership had $216,859 in cash and money market
instruments. The sources of revenue during the operating period were proceeds
from the interest on the money market account and administrative transfer fees.
7
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO INTERIM FINANCIAL STATEMENTS
March 31, 2001
PART 2: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
March 31, 2001
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.
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
By Investor's Recovery Group, LLC, General Partner
By: /s/ Lawrie Porter
--------------------------------------------
Lawrie Porter, Managing Member
Date: April 30, 2001
------------------------------------------
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