UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2002 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 Identification No.)
incorporation or organization)
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-QSB, QUARTER ENDED MARCH 31, 2002
INDEX
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Balance Sheet as of March 31, 2002 ......................................... 3
Statement of Operations for the Quarters Ended March 31, 2002 and 2001 ..... 4
Statement of Cash Flows for the Quarters Ended March 31, 2002 and 2001...... 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..................................................... 9
Item 2 Changes in Securities................................................. 9
Item 3 Defaults Upon Senior Securities....................................... 9
Item 4 Submission of Matters to a Vote of Security Holders................... 9
Item 5 Other Information..................................................... 9
Signatures................................................................... 9
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ITEM 1. FINANCIAL STATEMENTS
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
BALANCE SHEET
Unaudited
March 31, 2002 December 31, 2001
-------------- -----------------
ASSETS
Current Assets
Cash $ 99,801 $ 106,869
Other Current Assets -- --
---------- ----------
Total Current Assets 99,801 106,869
Land Held for Investment Purposes (Note 2) 4,333,372 4,333,372
---------- ----------
TOTAL ASSETS $4,433,173 $4,440,241
========== ==========
LIABILITIES
Accounts Payable $ 47,655 $ 32,652
---------- ----------
Total Liabilities 47,655 32,652
CAPITAL
General Partners' Capital 44,880 45,105
Limited Partners' Capital 4,340,638 4,362,484
---------- ----------
Total Capital 4,385,518 4,407,589
---------- ----------
TOTAL LIABILITIES & CAPITAL $4,433,173 $4,440,241
========== ==========
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, 2002 and 2001
Unaudited
Three Three
Months Ended Months Ended
March 31, 2002 March 31, 2001
-------------- --------------
INCOME
Interest and other income 628 3,007
EXPENSE
General and Administrative 22,699 37,143
------- -------
Net Loss (22,071) (34,136)
======= =======
Net Loss Per Limited Partnership Unit $ (1.12) $ (1.73)
Weighted Average Number of Limited Partnership Units Outstanding 19,676 19,676
Weighted Average Number of General Partnership Units Outstanding 203 203
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, 2002 and 2001
Unaudited
Three Three
Months Ended Months Ended
March 31, 2002 March 31, 2001
-------------- --------------
Cash Flows From Operating Activities
Net Loss (22,071) (34,136)
Adjustments to Reconcile Net Loss to
Net Cash Provided By Operating Activities
(Increase) Decrease in Accounts Payable 15,003 21,694
--------- ---------
Net Cash Flows Used In Operating Activities (7,068) (12,442)
Cash Flows From Investing Activities -- --
Cash Flows From Financing Activities -- --
Decrease in Cash and Cash Equivalents (7,068) (12,442)
Cash and Cash Equivalents, Beginning of Period 106,869 229,301
--------- ---------
Cash and Cash Equivalents, End of Period $ 99,801 $ 216,859
========= =========
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, 2002
NOTE 1: STATEMENT OF INFORMATION FURNISHED (3/31/2002)
The accompanying unaudited interim financial statements have been
prepared in accordance with Form 10-QSB 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, 2002, the results of operations, and of cash
flows for the three month period ended March 31, 2002. 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 2001 annual report on Form 10-KSB. 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 2001 annual report on Form 10-KSB.
NOTE 2: LAND
Costs incurred by the Partnership for acquisition and holding of land as
of March 31, 2002 are as follows:
24th St. & Baseline $2,331,204
79th Ave. & Peoria 955,932
Central Ave./Avondale 40,000
Van Buren & Central/ Goodyear 1,006,236
---------
$4,333,372
==========
NOTE 3: COMPUTATION OF PARNTERSHIP LOSS PER UNIT
Partnership loss per unit is based on the weighted average number of
partnership units outstanding during the 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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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
March 31, 2002
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-KSB and
8-K filed with the Securities and Exchange Commission.
There were no sales of vacant land for the three months ended March 31, 2002.
Land held for investment purposes is stated at the lower of cost or estimated
fair value less cost of sales and is adjusted for impairment of value.
Management assesses the carrying value periodically and records provisions for
losses accordingly for financial statement purposes. 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, 2002 the Partnership had $99,801 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 General Partner is in the process of winding up the Partnership affairs as
promptly as possible, and is actively and aggressively attempting to sell all of
its remaining properties in order to liquidate the Partnership. The real
property located at Central Avenue and Ludlow, Avondale, AZ is in escrow with a
scheduled closing date of April 24, 2002 for a total selling price of
$40,000.00. The General Partner has successfully negotiated agreements with
buyers and entered into escrows on the real properties located at Baseline and
24th Street, Phoenix, AZ and at Peoria and 79th Avenue, Peoria, AZ. The
agreements include options for the buyers to extend the closing dates as far out
as March 31, 2003.
For the fourth and final parcel, the real property located at Van Buren and
Central Avenue, Goodyear, AZ, the General Partner has identified a potential
buyer and is currently negotiating an agreement.
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TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
March 31, 2002
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, 2002
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: May 6, 2002
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