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

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

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

TPI LAND DEVELOPMENT III LIMITED PARTNERSHIP 10-Q