0000950147-01-501811.txt : 20011119
0000950147-01-501811.hdr.sgml : 20011119
ACCESSION NUMBER: 0000950147-01-501811
CONFORMED SUBMISSION TYPE: 10-Q
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20010930
FILED AS OF DATE: 20011106
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
CENTRAL INDEX KEY: 0000785539
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 860540409
STATE OF INCORPORATION: AZ
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-Q
SEC ACT: 1934 Act
SEC FILE NUMBER: 033-02121
FILM NUMBER: 1775887
BUSINESS ADDRESS:
STREET 1: 2999 N 44TH STREET
STREET 2: SUITE 450
CITY: PHOENIX
STATE: AZ
ZIP: 85018
BUSINESS PHONE: 6029554000
MAIL ADDRESS:
STREET 1: 2999 N 44TH STREET
STREET 2: SUITE 450
CITY: PHOENIX
STATE: AZ
ZIP: 85018
10-Q
1
e-7673.txt
QUARTERLY REPORT FOR QTR ENDING 9-30-01
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 September 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 (IRS Employer
of incorporation ororganization) 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 SEPTEMBER 30, 2001
INDEX
Page
----
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheet as of September 30, 2001 .................................... 3
Statement of Operations for the Quarters Ended September 30, 2001
and 2000 ................................................................ 4
Statement of Cash Flows for the Quarters Ended September 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.................................................. 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
Item 6. Exhibits and Reports on Form 8-K................................... 9
Signatures................................................................. 10
2
ITEM 1. FINANCIAL STATEMENTS
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
BALANCE SHEET
SEPTEMBER 30, 2001
(Unaudited) (Audited)
September 30, 2001 December 31, 2000
------------------ -----------------
ASSETS
Current Assets
Cash $ 155,109 $ 229,301
Investment in Land (Note 3) 4,734,276 4,734,276
---------- ----------
Total Assets $4,889,385 $4,963,577
========== ==========
LIABILITIES
Accounts Payable $ 46,047 $ 27,250
---------- ----------
Total Liabilities 46,047 27,250
CAPITAL
General Partners' Capital 49,553 50,504
Limited Partners' Capital 4,793,785 4,885,823
---------- ----------
Total Capital 4,843,338 4,936,327
---------- ----------
TOTAL LIABILITIES & CAPITAL $4,889,385 $4,963,577
========== ==========
The accompanying notes are an integral part of these financials.
3
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
FOR THE THREE AND NINE MONTHS' ENDING
SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000
UNAUDITED
Three Nine Three Nine
Months Ended Months Ended Months Ended Months Ended
September 30, 2001 September 30, 2001 September 30, 2000 September 30, 2000
------------------ ------------------ ------------------ ------------------
INCOME
Interest and Other Income $ 1,633 $ 7,259 $ 19,757 $ 32,264
EXPENSE
General and Administrative 26,190 100,248 27,166 102,816
--------- --------- --------- ---------
Net Loss $ (24,557) $ (92,989) $ (7,409) $ (70,552)
========= ========= ========= =========
Net Loss Per partnership Unit $ (1.24) $ (4.68) $ (0.37) $ (3.55)
Weighted Average Number of
Limited Partnership Units
Outstanding 19,676 19,676 19,679 19,679
Weighted Average Number of
General Partnership Units
Outstanding 203 203 200 200
The accompanying notes are an integral part of these financials.
4
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
Statement of Cash Flows
For the Nine Months' Ending September 30, 2001
Unaudited
Nine Nine
Months Ended Months Ended
September 30, 2001 September 30, 2000
------------------ ------------------
Cash Flows From Operating Activities
Net Loss $ (92,989) $ (70,552)
Adjustments to reconcile net income to net cash
used in operating activities:
Changes in current assets and liabilities:
Increase(Decrease) in accounts receivable -- (1,296)
Increase(Decrease) in Land Held for Investment 00 1,000,000
Decrease in accrued expenses -- (56,303)
Increase(Decrease) in accounts payable 18,797 (32,755)
----------- -----------
Total adjustments 18,797 909,646
----------- -----------
Net cash provided by (used in) operating activities (74,192) (980,198)
Cash Flows From Investing Activities -- --
Cash Flows From Financing Activities -- --
----------- -----------
Net Increase in Cash and Cash Equivalents (74,192) 839,094
Cash and cash equivalents at beginning of period 229,301 321,840
----------- -----------
Cash and cash equivalents at end of period $ 155,109 $ 1,160,934
=========== ===========
The accompanying notes are an integral part of these financials.
5
TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP
NOTES TO INTERIM FINANCIAL STATEMENTS
September 30, 2001
NOTES TO INTERIM FINANCIAL STATEMENTS
NOTE 1: STATEMENT OF INFORMATION FURNISHED (9/30/2001)
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 September 30,
2001, the results of operations, and of cash flows for the three and nine
month periods ending September 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
September 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.
6
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.
RESULTS OF OPERATIONS
There were no sales of vacant land for the nine months ended September 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 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 September 30, 2001 the Partnership had $155,109 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.
7
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141 "Business Combinations". SFAS No. 141 requires that all business
combinations be accounted for under the purchase method of accounting. SFAS No.
141 also changes the criteria for the separate recognition of intangible assets
acquired in a business combination. SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001. This statement will not affect the
Registrant's financial statements.
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 142 addresses accounting and reporting for intangible assets
acquired, except for those acquired in a business combination. SFAS No. 142
presumes that goodwill and certain intangible assets have indefinite useful
lives. Accordingly, goodwill and certain intangibles will not be amortized but
rather will be tested at least annually for impairment. SFAS No. 142 also
addresses accounting and reporting for goodwill and other intangible assets
subsequent to their acquisition. SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001. This statement will not have a material
effect on the Registrant's financial statements.
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS No. 143 is effective for financial
statements issued for fiscal years beginning after June 15, 2002. This statement
will not affect the Registrant's financial statements.
In August 2001, tbe FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" which supersedes SFAS No. 121. This statement
addresses financial accounting and reporting for the impairment or disposal of
long-lived assets. SFAS No. 144 is effective for financial statements issued for
fiscal years beginning after December 15, 2001, and interim periods within those
fiscal years. This statement is not expected to have a material effect on the
Registrant's financial statements.
8
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.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
9
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: October 29, 2001
10