UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
------- SECURITIES EXCHANGE ACT OF 1934
For the quarter ended
March 31, 1998
OR
------- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number
0-15677
-------
RAL YIELD + EQUITIES III LIMITED PARTNERSHIP
--------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-1546907
- ------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
20875 Crossroads Circle
Suite 800
Waukesha, Wisconsin 53186
- ------------------------------- -----------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (414) 798-0900
--------------
Securities registered pursuant to Section 12(b) of the Act:
None
----
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP INTERESTS
(Title of Class)
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
------- -------
RAL YIELD + EQUITIES III
LIMITED PARTNERSHIP
FORM 10-Q
TABLE OF CONTENTS
PAGES
PART I FINANCIAL INFORMATION
Item 1. Financial Statements I-1
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations I-7
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K (None)
Signatures
<TABLE>
RAL YIELD + EQUITIES III
LIMITED PARTNERSHIP
BALANCE SHEETS AT MARCH 31, 1998 AND DECEMBER 31, 1997
<CAPTION>
UNAUDITED AUDITED
MAR 31, DECEMBER 31,
ASSETS 1998 1997
- ------------------------------- ---------- ------------
<S> <C> <C>
INVESTMENT PROPERTIES, (net of
accumulated depreciation of
$1,713,933 and $1,674,213,
respectively) $3,963,283 $3,990,641
CASH AND CASH EQUIVALENTS 233,906 256,608
RENT AND OTHER RECEIVABLES 2,643 5,584
OTHER ASSETS 3,137 4,872
NOTES RECEIVABLE (net of allowance of
$61,145 and $60,031, respectively) 0 0
DEFERRED CHARGES 18,407 18,781
---------- ----------
TOTAL ASSETS $4,221,376 $4,276,486
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $108,370 $107,458
TENANT SECURITY DEPOSITS 61,284 60,195
PREPAID RENT 5,341 4,567
---------- ----------
TOTAL LIABILITIES $174,995 172,220
LIMITED PARTNERS' CAPITAL 3,994,952 4,053,737
GENERAL PARTNERS' CAPITAL 51,429 50,529
---------- ----------
TOTAL PARTNERS' CAPITAL 4,046,381 4,104,266
---------- ----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $4,221,376 $4,276,486
========== ==========
<FN>
The accompanying notes are an integral part of these
statements.
</FN>
</TABLE>
<TABLE>
I-1
RAL YIELD + EQUITIES III
LIMITED PARTNERSHIP
Statement of Operations
For the three months ended March 31, 1998 and 1997
UNAUDITED
<CAPTION>
3 MONTHS 3 MONTHS
ended ended
MAR 31, MAR 31,
1998 1997
-------- --------
<S> <C> <C>
REVENUE:
Rental income $195,921 $187,422
Restaurant sales 152,737 146,594
Interest and other
income 9,810 15,653
-------- --------
$358,468 $349,669
EXPENSES:
Operating and
administrative $68,113 $86,531
Restaurant Operating
expenses 131,286 115,286
Management fees 11,665 10,770
Real estate and other
taxes 16,172 17,098
Bad Debts 1,114 559
Depreciation and
amortization 40,095 39,989
-------- --------
$268,445 $270,233
-------- --------
NET INCOME (LOSS) $90,023 $79,436
======== ========
<FN>
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
I-2
<TABLE>
RAL YIELD + EQUITIES III
LIMITED PARTNERSHIP
Statements of Changes in Partners' Capital
For the three months ended March 31, 1998 and
for the year ended December 31, 1997
UNAUDITED
<CAPTION>
General Limited
Partners Partners
(1% ownership) (99% ownership) Total
-------------- --------------- --------
<S> <C> <C> <C>
BALANCE, January 1, 1997 $47,279 $4,323,648 $4,370,927
---------- ---------- ----------
NET INCOME (LOSS) 3,250 321,719 $324,969
CASH DISTRIBUTIONS 0 (591,630) (591,630)
---------- ---------- ----------
BALANCE, December 31, 1997 $50,529 $4,053,737 $4,104,266
---------- ---------- ----------
NET INCOME 900 89,123 90,023
CASH DISTRIBUTIONS 0 (147,908) (147,908)
---------- ---------- ----------
BALANCE, March 31, 1998 $51,429 $3,994,952 $4,046,381
========== ========== ==========
<FN>
The accompanying notes are an integral part of these
statements.
</FN>
</TABLE>
I-3
<TABLE>
RAL YIELD + EQUITIES III
LIMITED PARTNERSHIP
Statements of Cash Flows
For the three months ended March 31, 1998 and 1997
UNAUDITED
<CAPTION>
MAR 31, MAR 31,
1998 1997
--------- ---------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income (loss) $90,023 $79,436
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and
amortization expense 40,095 39,989
Change in assets and liabilities:
Accounts receivable 2,941 (10,468)
Notes receivable 0 0
Other assets 1,735 678
Accounts payable and
accrued expenses 912 5,858
Tenants' security deposits 1,089 1,299
Prepaid Rent 774 (2,391)
---------- ----------
Net Cash provided by
operating activities: $137,569 $114,401
CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisitions of and additions to
investment properties ($12,363) $0
---------- ----------
Net Cash used in
investing activities ($12,363) $0
---------- ----------
I-4
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions paid ($147,908) ($147,908)
---------- ----------
Net cash provided by (used
in) financing activities ($147,908) ($147,908)
---------- ----------
Net increase (decrease)
in cash (22,702) (33,507)
Cash at beginning of period 256,608 383,182
---------- ----------
Cash at end of period $233,906 $349,675
========== ==========
<FN>
The accompanying notes are an integral part of these
statements.
</FN>
</TABLE>
I-5
RAL YIELD + EQUITIES III
LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
Pursuant to Rule 10-01(a)(5) of Regulation S-X (17 CFR Part 210)
RAL Yield + Equities III Limited Partnership is omitting its
footnote disclosure. The Registrant has presumed that users of the
interim financial information have read or have access to the
audited financial statements for the preceding fiscal year. Copies
of the audited statements will be furnished upon request. The
disclosure is being omitted since it substantially duplicates the
disclosure contained in the most recent annual report to security
holders, Form 10-K for the fiscal year ended December 31, 1997. No
events have occurred (other than those discussed in the
Management's Discussion and Analysis of Financial Condition and
Results of Operations) subsequent to the end of the most recent
fiscal year which would have a material impact on RAL Yield +
Equities III Limited Partnership.
In the opinion of management, the unaudited financial statements
presented herein reflect all adjustments necessary to a fair
statement of the results for the interim periods presented.
I-6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RAL YIELD + EQUITIES III LIMITED PARTNERSHIP (the "Partnership") is
a Wisconsin Limited Partnership formed on April 29, 1985, under the
Wisconsin Revised Uniform Limited Partnership Act. The Partnership
was organized to acquire new and existing income-producing propert-
ies. Currently held properties consist primarily of restaurants
(including land and building) leased on a "triple net"lease basis
(i.e. for the tenant to pay for maintenance, repairs, real estate
taxes and insurance) to chain restaurants, including Hardee's,
Pizza Hut, and Wendy's. The Partnership also owns and operates
three mobile home communities located in Wisconsin and Minnesota.
The Partnership's offering of limited partnership interests to the
public pursuant to the Securities Act of 1933 raised $13,725,000,
in which the above-described properties, in addition to the
properties which have been sold as mentioned below, were purchased
for cash. During 1993 four of the commercial properties and one of
the mobile home communities were sold. In 1994 an additional
commercial property was sold. During the second quarter of 1996
one mobile home park and a warehouse building were sold.
Liquidity and Capital Resources:
Properties acquired by the Partnership are generally intended to be
held from seven to ten years. During the Properties' holding
periods, the investment strategy is to maintain (on the "triple net
lease" restaurant properties) and improve (on the mobile home
parks) occupancy rates through the application of professional
property management (including selective capital improvements).
The Partnership also accumulates working capital reserves for
normal repairs, replacements, working capital, and contingencies.
Net cash flow provided by operating activities for the three months
ended March 31 was $130,118 in 1998 and $119,425 in 1997,
primarily from earnings and depreciation (amortization).
The increase in cash flow from 1997 to 1998 is primarily due to
improved cash flow generated by the mobile home parks.
As of March 31, 1998, the Partnership had cash of approximately
$234,000 representing undistributed cash flow, working capital
reserves, and tenant's security deposits. Current liabilities
amounted to approximately $175,000.
The Partnership operates a Rocky Rococo restaurant in Milwaukee,
Wisconsin. The restaurant contributed $16,244 to cash flow in the
first quarter of 1998 compared to $26,105 in the first quarter of
1997. The decline in cash flow is due to increased labor and
related costs.
I-7
Results of Operations:
Gross rental revenues for the three months ended March 31 were
$195,921 in 1998 versus $187,422 in 1997. Operating expenses,
excluding restaurant operations, from rental properties
for the three months ended March 31 were $68,113 in 1998 and
$86,531 in 1998. The decrease in operating expenses is primarily
due to decreased payroll costs of approximately $3,000 and
decreased partnership administration and legal costs of
approximately $7,000.
Net Income for the three months ended March 31 was $90,023 in 1998
and $79,436 in 1997.
The restaurant property on Howell Avenue in Milwaukee, Wisconsin
opened as a Rocky Rococo's in the fourth quarter of 1994. Revenues
of $153,970 generated $9,422 of net income for the partnership
during the first quarter of 1998 compared to revenues of $148,762
and net income of $18,762 for the first quarter of 1997.
<TABLE>
The following is a listing of the approximate average physical
occupancy rates for the Partnership's mobile home parks during the
three months ended March 31, 1998 and calendar year 1997:
<CAPTION>
3 Months Calendar
ended Mar. Year
31, 1998 1997
----------- --------
<S> <C> <C>
1. Forest Junction 97% 93%
2. Cloverleaf 97% 91%
3. Shamrock 93% 97%
</TABLE>
I-8
Inflation:
Due to the comparatively low level of inflation since the
Partnership commenced operations, the effect of inflation on the
Partnership has not been material to date. Should the rate of
inflation increase substantially over the life of the Partnership,
it is likely to influence ongoing operations, in particular, the
operating expenses of the Partnership. Most of the commercial
leases contain clauses permitting pass-through of certain increased
operating costs. Residential leases are typically of one year or
less in duration; this allows the Partnership to react quickly
(through rental increases) to changes in the level of inflation.
These factors should serve to reduce, to a certain degree, any
impact of rising costs on the Partnership.
Potential Sale of Partnership Properties
The Partnership has received an offer from a prospective purchaser
for all or substantially all of the Partnership's properties.
Accordingly, the Partnership has entered into an asset purchase
agreement with the potential purchaser subject to Securities and
Exchange Commission review of the necessary proxy statement/consent
document, approval of the limited partners and the receipt of an
acceptable fairness option.
I-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.
RAL YIELD + EQUITIES III LIMITED PARTNERSHIP
(Registrant)
Date: May 11, 1998 Robert A. Long
--------------------------
Robert A. Long
General Partner
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 233,906
<SECURITIES> 0
<RECEIVABLES> 2,643
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 239,686
<PP&E> 5,677,216
<DEPRECIATION> 1,713,933
<TOTAL-ASSETS> 4,221,376
<CURRENT-LIABILITIES> 174,995
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,046,381
<TOTAL-LIABILITY-AND-EQUITY> 4,221,376
<SALES> 0
<TOTAL-REVENUES> 358,468
<CGS> 0
<TOTAL-COSTS> 268,445
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 90,023
<INCOME-TAX> 0
<INCOME-CONTINUING> 90,023
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 90,023
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
