10-Q 1 e-6804.txt QUARTERLY REPORT FOR THE QTR ENDED 3/31/2001 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 March 31, 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 [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 MARCH 31, 2001 INDEX PART I FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS Balance Sheet as of March 31, 2001............................................ 3 Statement of Operations for the Quarters Ended March 31, 2001 and 2000........ 4 Statement of Cash Flows for the Quarters Ended March 31, 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 PART 1: FINANCIAL STATEMENTS ITEM 1. FINANCIAL STATEMENTS TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP Balance Sheet As of March 31, 2001 Unaudited March 31, 2001 December 31, 2000 -------------- ----------------- ASSETS Current Assets Cash $ 216,859 $ 229,301 ---------- ---------- Total Current Assets 216,859 229,301 Land Held for Investment Purposes (Note 2) 4,734,276 4,734,276 ---------- ---------- TOTAL ASSETS $4,951,135 $4,963,577 ========== ========== LIABILITIES Accounts Payable $ 48,944 $ 27,250 ---------- ---------- Total Liabilities 48,944 27,250 ========== ========== CAPITAL Partners' Capital 4,902,191 4,936,327 ---------- ---------- TOTAL LIABILITIES & CAPITAL $4,951,135 $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 Months Ending March 31, 2001 and 2000 Unaudited

Three ~~Nine~~ Three ~~Nine~~ Months Ended Months Ended ~~Months~~March ~~Ended Months Ended September 30~~31, ~~2000~~2001 ~~September~~March 3031, 2000 ~~September 30, 1999 September 30, 1999~~ --------------~~----~~ -------------- Post-reorganization Items (April to December 31, 2000) Revenues Interest Income and Dividend Income $ 2,552 $ --- Transfer Fees 455 -- --------~~--------~~ --------~~----------~~ ~~INCOME~~Total ~~Rental~~Revenues ~~Income~~3,007 $ -- $Expenses --Accounting $Expense ~~300.00~~9,910 ~~$ 900.00 Sales Proceeds~~ -- --Legal ~~180,000.00~~Expense ~~768~~1,~~586.50~~279 ~~Cost of Sales~~ -- --Management ~~(184,101.99)~~Fees (19,~~661,705.37)~~764 ~~Interest~~-- ~~Income~~Property ~~19,087.01~~Tax 3011,~~675.92~~537 ~~13,930.35~~-- ~~36,081.17~~General ~~Transfer~~and ~~Fees~~Administrative ~~670.00 1~~4,~~588.21~~653 ~~1,855.00 3,395.00 Misc. Income~~ -- -- -- ~~35,041.13~~ ---- --------- Total Expenses 37,143 -- --------~~---~~ --------~~-----~~ Post-~~------------~~reorganization ~~Total~~Net ~~Income~~Loss ~~19,757.01 32,264.13 11,983.36~~ (~~817~~34,~~701.57~~136) ~~EXPENSE Insurance Expense~~ -- ~~72.00~~ Pre--reorganization ~~56.00~~Items ~~Interest~~(January ~~Expense 405.13~~ 1~~,131.82~~ --to --March ~~Accounting Expense 5~~31,~~475.00~~ ~~16,430.65~~2000) ~~835.00~~Revenues ~~15,517.50~~Interest ~~Legal~~and ~~Expense~~Dividend Income -- 73,~~207.85~~813 ~~10,640.25~~Miscellaneous ~~31,299.43~~Income ~~Management~~-- ~~Fees~~675 ~~10,000.95 41,015.68 11,733.39 38,620.74 Office Expense~~ -- ------ -------- ~~25.20~~Total ~~Outside~~Revenues ~~Service~~ -- 24,~~181.40~~488 ~~279.80~~Expenses ~~7,064.04~~Legal ~~Printing~~and ~~80.00~~Accounting ~~1,752.41~~-- 27,~~719.06~~020 ~~5,144.24~~Management ~~Postage~~Fees ~~2.86~~-- 16,~~358.83~~523 ~~1,655.78 3,096.88~~ Property ~~Tax~~Taxes ~~8,208.68 26,862.11 12,337.26 31,771.30 Telephone Expense 24.75 72.57 1.72 36.56 Trustee Fees~~ -- ~~500.00 750.00 4~~10,~~000.00~~440 ~~Utilities~~General --and ~~4.40~~Administrative -- ~~245.00 Guaranteed Payment~~ 2,~~968.29~~882 ~~4,226.52~~ -- -- ----~~---------~~ --------~~-----~~ ~~------------- -------------~~ Total Expenses ~~27,165.66~~-- ~~102,816.24 40,952.~~26 ~~136~~,~~876.89~~865 Pre-~~------------~~reorganization Net Loss --~~-----------~~ (22,377) --------~~-----~~ --------~~-----~~ ~~Profit/~~Net Loss $ (734,~~408.65~~136) $ (7022,~~552.11~~377) ~~$ (28,968.90) $ (954,578.46)~~ ========~~=====~~ ========~~=====~~ ~~=============~~Net ~~=============~~Loss Per Limited Partnership Unit $ (1.73) $ (1.14) Weighted Average Number of Limited Partnership Units Outstanding 19,676 19,679

The accompanying notes are an integral part of these financials. 4 TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP Statement of Cash Flows for the Three Months' Ending March 31, 2001 and 2000 Unaudited Three Three Months Ended Months Ended March 31, 2001 March 31, 2000 -------------- -------------- Cash Flows From Operating Activities Net Loss $ (34,136) $ (22,377) Adjustments to Reconcile Net Loss to Net Cash Provided By Operating Activities (Increase) Decrease in Accounts Payable 21,694 (16,075) --------- --------- Net Cash Flows Used In Operating Activities (12,442) (38,452) Cash Flows From Investing Activities -- -- Cash Flows From Financing Activities -- -- Decrease in Cash and Cash Equivalents (12,442) (38,452) Cash and Cash Equivalents, Beginning of Year 229,301 323,275 --------- --------- Cash and Cash Equivalents, End of Year $ 216,859 $ 284,823 ========= ========= The accompanying notes are an integral part of these financials. 5 TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP NOTES TO INTERIM FINANCIAL STATEMENTS March 31, 2001 NOTES TO INTERIM FINANCIAL STATEMENTS NOTE 1: STATEMENT OF INFORMATION FURNISHED (3/31/2001) 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 March 31, 2001, the results of operations, and of cash flows for the three month period ending March 31, 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 March 31, 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 =========== 6 TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP NOTES TO INTERIM FINANCIAL STATEMENTS March 31, 2001 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 three months ended March 31, 2000 and 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 March 31, 2001 the Partnership had $216,859 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. 7 TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP NOTES TO INTERIM FINANCIAL STATEMENTS March 31, 2001 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. 8 TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP March 31, 2001 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: April 30, 2001 ------------------------------------------ 9

Nine Nine Months Ended Months Ended September 30, 2000 September 30, 1999 ------------------ ------------------ Cash Flows From Operating Activities Net Loss $ (70,552) $ (954,578) Adjustments to reconcile net income to net cash used in operating activities: Changes in current assets and liabilities: Increase in accounts receivable (1,296) 2,528 Decrease in accrued expenses (56,303) -- Decrease in accounts payable (32,755) (11,205) ----------- ----------- Total adjustments (90,354) (8,677) ----------- ----------- Net cash used in operating activities (160,906) (963,255) Cash Flows From Investing Activities: Basis in Land Sold 1,000,000 1,619,809 ----------- ----------- Net cash provided by investing activities 1,000,000 1,619,809 Cash Flows From Financing Activities: Returned duplicate payment -- -- Distribution -- -- ----------- ----------- Net cash provided by financing activities -- -- ----------- ----------- Net Increase in Cash and Cash Equivalents 839,094 656,554 Cash and cash equivalents at beginning of period 321,840 679,505 ----------- ----------- Cash and cash equivalents at end of period $ 1,160,934 $ 1,336,059 =========== ===========

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