10-Q 1 e-7348.txt QUARTERLY REPORT FOR QTR. ENDED 06/30/2001 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 June 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 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. Yes [X] 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. Yes [X] No [ ] TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP FORM 10-Q, QUARTER ENDED JUNE 30, 2001 INDEX Page ---- PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Balance Sheet as of June 30, 2001 .......................................... 3 Statement of Operations for the Quarters Ended June 30, 2001 and 2000 ...... 4 Statement of Cash Flows for the Quarters Ended June 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................................................... 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 ITEM 1. FINANCIAL STATEMENTS TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP INTERIM BALANCE SHEETS JUNE 30, 2001 (Unaudited) (Audited) June 30, 2001 December 31, 2000 ------------- ----------------- ASSETS Current Assets Cash $ 169,555 $ 229,301 Investment in Land (Note 3) 4,734,276 4,734,276 ---------- ---------- TOTAL ASSETS $4,903,831 $4,963,577 ========== ========== LIABILITIES Accounts Payable $ 35,936 $ 27,250 ---------- ---------- Total Liabilities 35,936 27,250 PARTNERS' CAPITAL General Partners' Capital 49,710 50,504 Limited Partners' Capital 4,818,185 4,885,823 ---------- ---------- Total Capital 4,867,895 4,936,327 ---------- ---------- TOTAL LIABILITIES & PARTNERS' CAPITAL $4,903,831 $4,963,577 ========== ========== The accompanying notes are an integral part of these financials. 3 TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS' ENDING JUNE 30, 2001 AND JUNE 30, 2000 UNAUDITED

The accompanying notes are an integral part of these financials. 4 TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS' ENDING JUNE 30, 2001 UNAUDITED

The accompanying notes are an integral part of these financials. 5 TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP NOTES TO INTERIM FINANCIAL STATEMENTS JUNE 30, 2001 NOTE 1: STATEMENT OF INFORMATION FURNISHED (6/30/2001) 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 June 30, 2001, the results of operations, and of cash flows for the three and six month periods ending June 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 June 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. There were no sales of vacant land for the six months ended June 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 were recognized on property sales subsequent to the reorganization date. For tax purposes, losses from property sales are realized upon the sales of the respective properties. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 2001 the Partnership had $169,555 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 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. 8 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 Date: August 2, 2001 By: /s/ Lawrie Porter ---------------------------------------------- Lawrie Porter, Managing Member 9

TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP 10-Q