-----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, Ww0alEVOb5jmRPp9QLu4lKv5e/zoK1kV8ckCYJZ1g8bFgSihVGnE+Q6Hjc8TWPHc VZsXgESPxMA9WweYB8Ra6A== 0000727745-97-000012.txt : 19971216 0000727745-97-000012.hdr.sgml : 19971216 ACCESSION NUMBER: 0000727745-97-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971209 ITEM INFORMATION: FILED AS OF DATE: 19971212 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: 8-K SEC ACT: SEC FILE NUMBER: 000-13559 FILM NUMBER: 97736699 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: December 9, 1997 LDP-III (Exact name of registrant as specified in its charter) California 0-13559 94-2911983 (State or other (Commission File No.) (I.R.S. Employer jurisdiction of Identification No.) incorporation) P.O. Box 130, Carbondale, Colorado 81623 (Address of principal executive offices) (970) 963-8007 (Registrant's telephone number, including area code) ITEM 1. CHANGES IN CONTROL OF REGISTRANT Not Applicable ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On December 9, 1997, the registrant sold one of its real property investments known as 1201 Cadillac Court, located in Milpitas, California. The property consisted of a 51,450 square feet commercial building. The buyer, KAR Management, is not affiliated with the registrant. The sale price received by the registrant was $6,800,000 which resulted in a gain of $3,282,000 and cash proceeds of $1,788,000. ITEM 3. BANKRUPTCY OR RECEIVERSHIP Not Applicable ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS Not Applicable ITEM 5. OTHER EVENTS Not Applicable ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS Not Applicable ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial statements of business acquired Not Applicable (b) Pro Forma Balance Sheet - September 30, 1997 Pro Forma Statements of Operations: Nine months ended September 30, 1997 Year ended December 31, 1996 Notes to Pro Forma Financial Statements (c) Exhibits Not Applicable ITEM 8. CHANGE IN FISCAL YEAR Not Applicable PRO FORMA FINANCIAL STATEMENTS The following Pro Forma Balance Sheet of the registrant as of September 30, 1997 and the Pro Forma Statements of Operations for the nine months ended September 30, 1997, and for the year ended December 31, 1996, reflect pro forma adjustments to the registrant's historical Financial Statements assuming the property was not owned by LDP-III during those timeframes as explained in Notes to Pro Forma Financial Statements. The Pro Forma Statements of Operations for the nine months ended September 30, 1997, and for the year ended December 31, 1996, are not necessarily indicative of the actual results that would have occurred had the property sale been consummated at the beginning of the respective periods or of future operations of the registrant. The Pro Formas do not take into consideration the increase in LDP-III's liquidity or possible uses of those funds. These statements should be read in conjunction with the Notes to Pro Forma Financial Statements. LDP-III PRO FORMA BALANCE SHEET, SEPTEMBER 30, 1997 (Unaudited) (Dollars in thousands)
Pro Forma Adjustments Add (Deduct) September 30, 1997 (Note A) Pro Forma ASSETS INVESTMENTS IN REAL ESTATE: Rental properties $ 10,553 $ (4,631) $ 5,922 Accumulated depreciation (4,288) 1,519 (2,769) Rental properties - net 6,265 (3,112) 3,153 CASH 131 (3) 128 OTHER ASSETS Short-Term Investment $ 199 $ 0 $ 199 Accounts receivable 24 0 24 Prepaid expenses and deposits 4 (1) 3 Deferred costs 226 (141) 85 Total other assets 453 (142) 311 TOTAL $ 6,849 $ (3,257) $ 3,592 LIABILITIES AND PARTNERS' EQUITY LIABILITIES: Notes payable $ 6,858 $ (4,408) $ 2,450 Accounts payable 30 0 30 Other liabilities 165 (84) 81 Total liabilities 7,053 (4,492) 2,561 PARTNERS' EQUITY (204) 1,235 1,031 TOTAL $ 6,849 $ (3,257) $ 3,592 The accompanying notes are an integral part of the pro forma financial statements.
LDP-III PRO FORMA STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 (Unaudited) (In thousands except per unit amounts)
Pro Forma Adjustments Add (Deduct) September 30, 1997 (Note A) Pro Forma REVENUE Rental $ 925 $ (427) $ 498 Interest 14 (1) 13 Total Revenue 939 (428) 511 EXPENSE Interest 426 (250) 176 Operating 267 (37) 230 Depreciation and amortization 239 (82) 157 General and administration 140 0 140 Total expense $ 1,072 $ (369) $ 703 NET LOSS $ (133) $ (59) $ (192) NET LOSS PER PARTNERSHIP UNIT $ (4) $ (2) $ (6) The accompanying notes are an integral part of the pro forma financial statements.
LDP-III PRO FORMA STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1996 (Unaudited) (In thousands except per unit amounts)
Pro Forma Adjustments Add (Deduct) September 30, 1997 (Note A) Pro Forma REVENUE Rental $ 1,210 $ (459) $ 751 Interest 22 (1) 21 Total revenue 1,232 (460) 772 EXPENSE Interest 671 (376) 295 Operating 472 (117) 355 Depreciation and amortization 325 (99) 226 General and administration 180 0 180 Total expense 1,648 (592) 1,056 NET LOSS $ (416) $ (133) $ (284) NET LOSS PER PARTNERSHIP UNIT $ (11) $ (4) $ (7) The accompanying notes are an integral part of the pro forma financial statements.
NOTES TO PRO FORMA FINANCIAL STATEMENTS (Dollars in thousands) A. The Balance Sheet Pro Forma adjustments reflect the sale of the 1201 Cadillac Court Building as if the sale occurred on September 30, 1997. A gain of $3,282 was recognized by the registrant which has been adjusted for activity subsequent to September 30, 1997, and through the date of sale (see Note B). The cost of investments in real estate, accumulated depreciation, prepaid expenses and deposits, deferred costs, notes payable and other liabilities have been adjusted by their respective balances at September 30, 1997. The registrant received cash proceeds of $1,788 from this sale. B. The Pro Forma Statements of Operations for the nine months ended September 30, 1997, and for the year ended December 31, 1996, reflects the loss from continuing operations before reflecting any amounts attributable to the sale of the 1201 Cadillac Court Building on December 9, 1997. It has been assumed that administrative expenses would not change as a result of the sale. The gain of $3,282 from the property sale which has not been reflected in the Pro Forma Statement of Operations, was determined as follows:
Sale price $ 6,800 Less: selling costs (287) Net selling price 6,513 Property basis (including unamortized deferred costs) 4,767 Accumulated depreciation and amortization (1,536) Net book value 3,231 Gain on sale of rental property $ 3,282 C. The Pro Forma Statements of Operations for the three months ended September 30, 1997, and for the year ended December 31, 1996, reflects the pro forma adjustment to remove the segments of operations that have been discontinued to present the registrant on an ongoing continuing operations.
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. Date: December 09, 1997 LDP-III By: /s/ Gregory L. Mohl Controller Landsing Equities Corporation Managing General Partner -----END PRIVACY-ENHANCED MESSAGE-----