-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NNOyNiK8bbY10tf8IQFjhjXn6j6Ds4wrIhwYahgLxyCC85bFWKkvIdKDfPNPA8CP 9S1QE5FzDm08t2YcXA6Mqg== 0000727745-96-000013.txt : 19961120 0000727745-96-000013.hdr.sgml : 19961120 ACCESSION NUMBER: 0000727745-96-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961118 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LDP III CENTRAL INDEX KEY: 0000727745 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942911983 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-13559 FILM NUMBER: 96668123 BUSINESS ADDRESS: STREET 1: P O BOX 130 CITY: CARBONDALE STATE: CO ZIP: 81623 BUSINESS PHONE: 3039638007 MAIL ADDRESS: STREET 1: PO BOX 130 CITY: CARBONDALE STATE: CO ZIP: 81623 FORMER COMPANY: FORMER CONFORMED NAME: LANDSING DIVERSIFIED PROPERTIES III DATE OF NAME CHANGE: 19910331 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended September 30, 1996 Commission File Number: 0-13559 LDP-III (Exact name of registrant as specified in its governing instruments) California 94-2911983 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) P. O. Box 130, Carbondale, CO 81623 (Address of principal executive offices) (970) 963-8007 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 [ ] PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS LDP-III BALANCE SHEET, SEPTEMBER 30, 1996 AND DECEMBER 31, 1995 (Unaudited) (In thousands)
September 30, December 31, 1996 1995 INVESTMENTS IN REAL ESTATE: Rental properties $10,505 $12,306 Accumulated depreciation (4,040) (4,264) Rental properties - net 6,465 8,042 CASH AND CASH EQUIVALENTS (including interest bearing deposits of $545 in 1996 and $104 in 1995) 550 212 OTHER ASSETS: Short term investment $ 397 198 Accounts receivable 51 24 Prepaid expenses and deposits 9 8 Deferred loan costs and leasing commissions (net of accumulated amortization of $542 in 1996 and $536 in 1995) 128 152 Total other assets 585 382 TOTAL $7,600 $ 8,636 LIABILITIES AND PARTNERS' EQUITY LIABILITIES: Notes payable $6,902 $ 7,871 Accounts payable 5 5 Other liabilities 93 81 Total liabilities 7,000 7,957 PARTNERS' EQUITY 600 679 TOTAL $7,600 $ 8,636 See Financial Notes.
LDP-III STATEMENTS OF OPERATIONS (Unaudited) (In thousands except per share amounts)
Three Months Ended Nine Months Ended September 30 September 30 1996 1995 1996 1995 REVENUE: Rental $ 317 $ 242 $ 970 $ 880 Interest 6 7 15 25 Total revenue 323 249 985 905 EXPENSE: Interest 167 185 518 555 Operating 104 49 340 282 Depreciation and amortization 75 96 276 307 General and administrative 60 41 153 144 Total expense 406 371 1,287 1,288 LOSS BEFORE GAIN FROM SALE OF REAL PROPERTY (83) (122) (302) (383) GAIN FROM SALE OF REAL PROPERTY 223 0 223 0 NET INCOME (LOSS) 140 (122) (79) (383) NET GAIN (LOSS) PER PARTNERSHIP UNIT $ 4 $ (3) $ (2) $ (10) See Financial Notes.
LDP-III STATEMENTS OF CHANGES IN PARTNERS' EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND THE YEAR ENDED DECEMBER 31, 1995 (Unaudited) (In thousands except unit amounts)
LIMITED PARTNERS NUMBER OF GENERAL TOTAL PARTNERSHIP PARTNER PARTNERS' UNITS AMOUNT AMOUNT AMOUNT EQUITY BALANCE, JANUARY 1, 1995 37,141 $1,013 0 $ 1,013 Net Loss - 1995 (334) (334) Abandonments - 1995 (5) BALANCE, DECEMBER 31, 1995 37,136 679 0 679 Net loss (79) (79) BALANCE, SEPTEMBER 30, 1996 37,136 $ 600 $ 0 $ 600 See Financial Notes.
LDP-III STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) (In thousands)
1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: Net income/(loss) $ (280) $ (383) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Depreciation and amortization 276 265 Change in operating assets and liabilities: Increase (decrease) in other liabilities 12 52 Decrease (increase) in accounts receivable (27) 39 Decrease (increase) in prepaid expenses and deposit (1) (2) Decrease in accounts payable 0 (35) Net cash used by operating activities (20) (64) CASH FLOWS FROM INVESTING ACTIVITIES: Net proceeds from sale of rental property 660 0 Capital expenditures (46) (109) Increase in deferred expenses (38) (22) Net cash provided (used) in investing activities 576 (131) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on notes payable (19) (266) Net cash provided (used) by financing activities (19) (266) Increase (decrease) in cash and cash equivalents 537 (461) Cash and cash equivalents at beginning of period 410 859 Cash and cash equivalents at end of period $ 947 $ 398 See Financial Notes.
LDP-III FINANCIAL NOTES (In Thousands) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited financial statements should be read in conjunction with the Partnership's 1995 Annual Report. These statements have been prepared in accordance with the instructions to the Securities and Exchange Commission Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the general partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the nine months ended September 30, 1996 and 1995, are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. For purposes of the statement of cash flows, the Partnership considers all highly liquid investments with a maturity of three months or less from the date of purchase to be cash equivalents. The Partnership paid interest of $518 and $555 for the nine months ended September 30, 1996, and 1995, respectively. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION LDP-III is a California limited partnership formed in August 1983. The Partnership's business consists of a single segment -- equity investments in leveraged income-producing real estate. At September 30, 1996, the Partnership's portfolio consisted of fee title ownership of two properties located in two geographic areas. The Partnership's property investments are: Jefferson Place Office Building, Boise, Idaho and 1201 Cadillac Court Building, Milpitas, California. LIQUIDITY AND CAPITAL RESOURCES As of September 30, 1996, the Partnership had a cash balance totaling approximately $550,000. Cash reserves not needed for current operations are placed in temporary high-grade investments which can be readily liquidated. The Partnership has invested $397,000 in short-term federally insured certificates of deposit which mature on a date in excess of 90 days from the date of purchase. Due to this characteristic, these deposits are classified as "short-term investments" rather than as "cash and cash equivalents." During the first nine months of 1996, the Partnership experienced an increase in cash and short term investments of $537,000. Primary uses of cash were: $84,000 for capital expenditures, leasing commissions and loan costs, $19,000 for principal payments on notes payable, and $20,000 for operations. In addition to rental revenues, a primary source of cash was the sale of the 391 Forbes Building which resulted in increased cash of $660,000. As of September 30, 1996, cash and cash equivalents totaled $550,000 versus a balance of $212,000 at December 31, 1995, while short term investments at September 30, 1996 totaled $397,000 versus a balance of $198,000 on December 31, 1995. RESULTS OF OPERATIONS The results of operations for 1996 are not comparable to 1995. Variables between years such as number of properties operated and number of properties sold cause comparisons of operations overall to be misleading. It is meaningful however to compare the operations of those properties operated continuously during the first nine months of 1996 and 1995. The following represents the operations of those properties held continuously during the first nine months of 1996 and 1995:
1996 1995 % Change Rental Revenue $ 970 $ 880 + 10% Operating Expense 340 282 + 20% Net Operating Income 630 598 + 5% Interest Expense $ 518 $ 555 - 7%
Overall, revenues increased 10% for the nine months ended September 30, 1996 relative to the same period in 1995. The revenue for the commercial properties remained stable. Market Conditions in Boise and the San Francisco Bay Area have stabilized. Property operating expenses increased 20% for the nine months ended September 30, 1996 relative to the same period in 1995. This was primarily due to increased operating costs. On August 16, 1996, the Partnership sold its real property investment in the 391 Forbes Building located in South San Francisco, California. The property consisted of a 30,400 square foot commercial building. The sale price received by the Partnership was $1,730,000 which resulted in a gain of $223,000 and cash proceeds of $660,000. Leased occupancy remained stable during the nine months ended September 30, 1996. The Jefferson Place Office Building is currently 93% leased, while the 1201 Cadillac property remains fully leased. The Partnership declared a cash dividend of $15 per unit, payable to unit holders as of November 1, 1996. INFLATION In past years, the Partnership's rental revenues in certain over built real estate markets, including Boise and the San Francisco Bay Area, have not followed the overall inflationary trends of the economy. In the future, the General Partner believes market rate rents in those areas will more closely follow or exceed inflation. Operating costs for properties in most of the Partnership's markets have continued to follow inflationary trends. It is not expected that the Partnership will be materially impacted by inflationary forces in the near term. PART II. OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities 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 (a) None (b) The Partnership filed a report on Form 8-K on August 16, 1996, to report the disposition of its asset known as the 391 Forbes Commercial Building. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LDP-III Date: November 15, 1996 /s/ Gary K. Barr Gary K. Barr, President Landsing Equities Corporation Managing General Partner
EX-27 2
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