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 June 30, 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. Yes [X] 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. Yes [X] No [ ]
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
FORM 10-Q, QUARTER ENDED JUNE 30, 2001
INDEX
Page
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheet as of June 30, 2001 .......................................... 3
Statement of Operations for the Quarters Ended June 30, 2001 and 2000 ...... 4
Statement of Cash Flows for the Quarters Ended June 30, 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
2
ITEM 1. FINANCIAL STATEMENTS
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
INTERIM BALANCE SHEETS
JUNE 30, 2001
(Unaudited) (Audited)
June 30, 2001 December 31, 2000
------------- -----------------
ASSETS
Current Assets
Cash $ 169,555 $ 229,301
Investment in Land (Note 3) 4,734,276 4,734,276
---------- ----------
TOTAL ASSETS $4,903,831 $4,963,577
========== ==========
LIABILITIES
Accounts Payable $ 35,936 $ 27,250
---------- ----------
Total Liabilities 35,936 27,250
PARTNERS' CAPITAL
General Partners' Capital 49,710 50,504
Limited Partners' Capital 4,818,185 4,885,823
---------- ----------
Total Capital 4,867,895 4,936,327
---------- ----------
TOTAL LIABILITIES & PARTNERS' CAPITAL $4,903,831 $4,963,577
========== ==========
The accompanying notes are an integral part of these financials.
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS' ENDING
JUNE 30, 2001 AND JUNE 30, 2000
UNAUDITED
Three Six Three Six
Months Ended Months Ended Months Ended Months Ended
June 30, 2001 June 30, 2001 June 30, 2000 June 30, 2000
------------- ------------- ------------- -------------
INCOME
Interest and Other Income 2,619 5,626 8,019 12,507
EXPENSE
General and Administrative 36,465 74,058 51,012 77,876
-------- -------- -------- --------
NET LOSS $(33,846) $(68,432) $(42,993) $(65,369)
======== ======== ======== ========
Net Loss Per Partnership Unit $ (1.70) $ (3.44) $ (2.16) $ (3.29)
Weighted Average Number of Limited
Partnerhsip Units Outstanding 19,676 19,676 19,679 19,679
Weighted Average Number of General
Partnerhsip Units Outstanding 203 203 200 200
The accompanying notes are an integral part of these financials.
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS' ENDING JUNE 30, 2001
UNAUDITED
Six Six
Months Ended Months Ended
June 30, 2001 June 30, 2000
------------- -------------
Cash Flows From Operating Activities
Net Loss $ (68,432) $ (65,369)
Adjustments to reconcile net loss to net cash provided by
used in operating activities:
Changes in current assets and liabilities:
(Increase) in accounts receivable -- (5,482)
(Increase) Decrease in Land Held for Investment 1,000,000
Increase/Decrease in accounts payable 8,686 (40,452)
Decrease in accrued expenses -- (54,077)
----------- -----------
Total adjustments 8,686 899,989
----------- -----------
Net cash provided by (used in) operating activities (59,746) 834,620
Cash Flows From Investing Activities -- --
Cash Flows From Financing Activities: -- (2,516)
----------- -----------
Net Increase (Decrease) in Cash and Cash Equivalents (59,746) 832,104
Cash and cash equivalents at beginning of year 229,301 321,840
----------- -----------
Cash and cash equivalents at end of year $ 169,555 $ 1,153,944
=========== ===========
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
JUNE 30, 2001
NOTE 1: STATEMENT OF INFORMATION FURNISHED (6/30/2001)
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 June 30, 2001, the results of
operations, and of cash flows for the three and six month periods ending June
30, 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 June
30, 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
==========
NOTE 3: COMPUTATION OF PARTNERSHIP LOSS PER UNIT
Partnership loss per unit is based on the weighted average number of partnership
units outstanding during period of the financials. The numerator represents the
net loss for the period and the denominator represents the weighted average
number of partnership units outstanding.
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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 six months ended June 30, 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 were
recognized on property sales subsequent to the reorganization date. For tax
purposes, losses from property sales are realized upon the sales of the
respective properties.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2001 the Partnership had $169,555 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.
PLAN OF OPERATION
The Partnership is actively and aggressively attempting to sell all of its
remaining properties and liquidate the Partnership. The General Partner is
currently working to identify and negotiate with potential buyers. If all of the
Partnership assets are not sold prior to the dissolution date of December 31,
2001, then the General Partner shall immediately commence to wind up the
Partnership affairs and liquidate the assets of the Partnership as promptly as
possible.
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PART II: 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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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
Date: August 2, 2001 By: /s/ Lawrie Porter
----------------------------------------------
Lawrie Porter, Managing Member
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