<PAGE>
FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
--------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________
Commission file number 0-20253
DIVALL INCOME PROPERTIES 3 LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Wisconsin 39-1660958
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 W. 11th St., Suite 1110, Kansas City, Missouri 64105
(Address of principal executive offices, including zip code)
(816) 421-7444
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited
Partnership Interests
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 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
----- -----
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DIVALL INCOME PROPERTIES 3 LIMITED PARTNERSHIP
BALANCE SHEETS
September 30, 1997 and December 31, 1996
----------------------------------------
ASSETS
<TABLE>
<CAPTION>
(Unaudited)
September 30, December 31,
1997 1996
------------- ------------
<S> <C> <C>
INVESTMENT PROPERTIES: (Note 3)
Land $ 2,030,982 $ 2,085,836
Buildings and improvements 3,309,464 3,762,726
Accumulated depreciation (736,057) (761,761)
----------- -----------
Net investment properties 4,604,389 5,086,801
----------- -----------
NET INVESTMENT IN DIRECT FINANCING LEASES: (Note 7) 2,593 25,017
----------- -----------
OTHER ASSETS:
Cash and cash equivalents 695,633 1,155,128
Cash restricted for real estate taxes 0 81,477
Cash held in Indemnification Trust (Note 9) 287,675 276,248
Rents and other receivables 21,413 27,186
Deferred rent receivable 31,609 41,108
Deferred fees 21,971 23,310
Prepaid assets 411 4,192
----------- -----------
Total other assets 1,058,712 1,608,619
----------- -----------
DUE FROM FORMER AFFILIATES: (Note 2)
Due from former general partner affiliates 2,014,917 2,017,488
Allowance for uncollectible amounts due from former affiliates (2,014,917) (2,017,488)
Restoration cost receivable 5,010,643 4,509,417
Allowance for uncollectible restoration receivable (5,010,643) (4,509,417)
----------- -----------
Due from former affiliates, net 0 0
----------- -----------
Total assets $ 5,665,694 $ 6,720,437
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
DIVALL INCOME PROPERTIES 3 LIMITED PARTNERSHIP
LIABILITIES AND PARTNERS' CAPITAL
September 30, 1997 and December 31, 1996
----------------------------------------
<TABLE>
<CAPTION>
(Unaudited)
September December 31,
30,1997 1996
----------- ------------
<S> <C> <C>
LIABILITIES:
Accounts payable and accrued expenses $ 35,530 $ 30,280
Due to current General Partner 266 49,327
Security deposits 37,529 46,979
Unearned rental income 27,254 26,589
Real estate taxes payable 0 81,217
----------- -----------
Total liabilities 100,579 234,392
----------- -----------
CONTINGENET LIABILITIES: (Note 8)
PARTNER'S CAPITAL: (Notes 1, 4 and 12)
Current General Partner -
Cumulative net income (loss) 11,700 9,400
Cumulative cash distributions (5,142) (4,222)
----------- -----------
6,558 5,178
----------- -----------
Limited Partners (17,102.52 interests outstanding)
Capital contributions, net of offering costs 14,408,872 14,408,872
Cumulative net loss (596,840) (824,530)
Cumulative cash distributions (7,987,984) (6,837,984)
Reallocation of former general partners' deficit capital (265,491) (265,491)
----------- -----------
5,558,557 6,480,867
----------- -----------
Total partners' capital 5,565,115 6,486,045
----------- -----------
Total liabilities and partners' capital $ 5,665,694 $ 6,720,437
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
DIVALL INCOME PROPERTIES 3 LIMITED PARTNERSHIP
STATEMENTS OF INCOME
(Unaudited)
-----------
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------- ----------------------
September 30, September 30,
-------------------- ----------------------
1997 1996 1997 1996
-------- --------- -------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Rental income $134,359 $167,149 $452,746 $ 510,765
Interest income on direct financing leases 0 20,566 1,708 71,454
Interest income 9,755 14,094 23,850 41,429
Gain on sale of assets 7,585 0 7,585 0
Other income 250 222 631 870
Recovery of amounts previously written off 53 18,259 11,063 764,298
-------- -------- -------- ----------
152,002 220,290 497,583 1,388,816
-------- -------- -------- ----------
EXPENSES:
Partnership management fees 15,960 15,450 47,540 46,070
Restoration fees 0 598 103 53,610
Insurance 1,218 1,181 3,784 3,827
General and administrative (Note 8) 6,510 8,821 32,833 34,056
Advisory Board fees and expenses 4,178 4,163 10,200 12,752
Disposition fees 12,150 0 12,150 0
Professional services 13,611 11,106 38,180 37,354
Professional services related to investigation 4,957 10,296 36,318 593,505
Depreciation 26,487 29,331 85,146 87,990
Amortization 446 0 1,339 0
-------- -------- -------- ----------
85,517 80,946 267,593 869,164
-------- -------- -------- ----------
NET INCOME $ 66,485 $139,344 $229,990 $ 519,652
======== ======== ======== ==========
NET INCOME - GENERAL PARTNER $ 665 $ 1,393 $ 2,300 $ 5,197
NET INCOME - LIMITED PARTNERS 65,820 137,951 227,690 514,455
-------- -------- -------- ----------
$ 66,485 $139,344 $229,990 $ 519,652
======== ======== ======== ==========
NET INCOME PER LIMITED PARTNERSHIP
INTEREST, based on 17,102.52 interests
outstanding $ 3.85 $ 8.07 $ 13.31 $ 30.08
======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
DIVALL INCOME PROPERTIES 3 LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
-----------
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net income $ 229,990 $ 519,652
Adjustments to reconcile net income to net cash from (used in)
operating activities -
Depreciation and amortization 86,485 87,990
Gain on sale of assets (7,585) 0
Recovery of amounts previously written off (11,063) (764,298)
Interest applied to Indemnification Trust Account (11,427) (10,515)
(Increase)/Decrease in rents, other receivables and prepaid assets 9,554 (10,569)
Decrease in deferred rent receivable 9,499 1,076
Deposits applied for real estate taxes 81,477 40,206
Increase/(Decrease) in accounts payable and accrued expenses 5,250 (210,057)
Decrease in security deposits (9,450) (5,690)
Increase/(Decrease) in due to General Partner (49,061) 557
Increase in unearned rental income 665 0
Increase/(Decrease) in real estate taxes payable (81,217) 12,974
----------- -----------
Net cash provided from (used in) operating activities 253,117 (338,674)
----------- -----------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Principal payments received on direct financing leases 30,886 271,000
Deposit to Indemnification Trust Account 0 (20,000)
Recoveries from former affiliates 2,571 1,828,137
Proceeds from sale of land and buildings 404,851 0
Principal receipts from note 0 34,004
----------- -----------
Net cash provided from investing activities 438,308 2,113,141
----------- -----------
CASH FLOWS (USED IN) FINANCING ACTIVITIES:
Payments of amounts due to affiliated partnerships 0 (201,912)
Cash distributions to General Partner (920) (2,078)
Cash distributions to Limited Partners (1,150,000) (1,350,000)
----------- -----------
Net cash (used in) financing activities
(1,150,920) (1,553,990)
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (459,495) 220,477
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,155,128 312,290
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 695,633 $ 532,767
=========== ===========
SUPPLEMENTAL DISCLOSURE--cash paid for interest $ 0 $ 0
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
DIVALL INCOME PROPERTIES 3 LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND BASIS OF ACCOUNTING:
-------------------------------------
DiVall Income Properties 3 Limited Partnership (the "Partnership") was formed on
December 12, 1989, pursuant to the Uniform Limited Partnership Act of the State
of Wisconsin. The initial capital which was contributed during 1989, consisted
of $300, representing aggregate capital contributions of $200 by the former
general partners and $100 by the Initial Limited Partner.
The Partnership initially offered two classes of Limited Partnership interests
for sale: Distribution interests ("D-interests") and Retention interests ("R-
interests"). Each class was offered at a price (before volume discounts) of
$1,000 per interest. The Partnership offered the two classes of interests
simultaneously up to an aggregate of 25,000 interests.
The minimum offering requirements for the D-interests were met and escrowed
subscription funds were released to the Partnership as of July 13, 1990. The
offering closed on April 23, 1992, at which point 17,102.52 D-interests had been
issued, resulting in aggregate proceeds, net of discounts and offering costs, of
$14,408,872.
The minimum offering requirements for R-interests were not met. During 1991,
680.9 R-interests were converted to D-interests and were reflected as
Partnership issuances in 1991.
The Partnership is currently engaged in the business of owning and operating its
investment portfolio (the "Properties") of commercial real estate and recovering
the assets misappropriated by the former general partners and their affiliates.
The Properties are leased on a triple net basis to, and operated by, franchisors
or franchisees of national, regional and local retail chains under long-term
leases. The lessees consist of fast-food, family style, and casual/theme
restaurants. At September 30, 1997, the Partnership owned six (6) properties and
specialty leasehold improvements for use in all six (6) of the Properties.
Rental revenue from investment properties is recognized on the straight-line
basis over the life of the respective lease. Revenue from direct financing
leases is recognized at level rates of return over the term of the lease.
Depreciation of the properties is provided on a straight-line basis over 31.5
years, which is the estimated useful lives of the buildings and improvements.
Deferred charges consist of leasing commissions paid when properties are leased
to tenants other than the original tenant. Leasing commissions are capitalized
and amortized over the life of the lease.
Real estate taxes on the Partnership's investment properties are the
responsibility of the tenant. However, when a tenant fails to make the required
tax payments or when a property becomes vacant, the Partnership makes the
appropriate payment to avoid possible foreclosure of the property. Taxes are
accrued in the period for which the liability is incurred.
6
<PAGE>
Cash and cash equivalents include cash on deposit in financial institutions and
highly liquid temporary investments with initial maturities of 90 days or less.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities (and disclosure of
contingent assets and liabilities) at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
The Partnership will be dissolved on December 1, 2015, or earlier upon the prior
occurrence of any of the following events: (a) the disposition of all interests
in real estate and other Partnership assets; (b) the decision by Majority Vote
of the Limited Partners to dissolve the Partnership or to compel the sale of all
or substantially all of the Partnership's assets; (c) the failure to elect a
successor General Partner within six months after removal of the last remaining
General Partner; or (d) the date of the death or the effective date of
dissolution, removal, withdrawal, bankruptcy, or incompetency of the last
remaining General Partner, unless the Partnership is continued by vote of all
Limited Partners and a replacement General Partner is previously elected by a
majority of the Limited Partners.
No provision for Federal income taxes has been made, as any liability for such
taxes would be that of the individual partners rather than the Partnership. At
December 31, 1995, the tax basis of the Partnership's assets exceeded the
amounts reported in the accompanying financial statements by approximately
$2,800,000.
2. REGULATORY INVESTIGATION:
-------------------------
A preliminary investigation during 1992 by the Office of the Commissioner of
Securities for the State of Wisconsin and the Securities and Exchange Commission
(the "Investigation") revealed that during at least the three years ended
December 31, 1992, the former general partners of the Partnership, Gary J.
DiVall ("DiVall") and Paul E. Magnuson ("Magnuson") had transferred substantial
cash assets of the Partnership and two affiliated publicly registered
partnerships, DiVall Insured Income Fund Limited Partnership ("DiVall 1") and
DiVall Insured Income Properties 2 Limited Partnership ("DiVall 2")
(collectively the "Partnerships") to various other entities previously sponsored
by or otherwise affiliated with DiVall and Magnuson. The unauthorized transfers
were in violation of the respective Partnership Agreements and resulted, in
part, from material weaknesses in the internal control system of the
Partnerships. The aggregate amount of the misappropriation, related costs, and
9% interest accrued since January 1, 1993, is in excess of $15,000,000, of which
approximately $7,026,000 has been attributed to the Partnership and is reflected
as due from former affiliates on the balance sheet at September 30, 1997. The 9%
interest accrued as of September 30, 1997, amounted to approximately $2,656,000
and is not reflected in the accompanying income statement. As of December 31,
1996, $6,527,000 was reflected as due from former affiliates based on an
estimated overall misappropriation and related costs of $14,000,000.
Subsequent to discovery, and in response to the regulatory inquiries, a third-
party Permanent Manager, The Provo Group, Inc. ("TPG"), was appointed (effective
February 8, 1993) to assume responsibility for daily operations and assets of
the Partnerships as well as to develop and execute a plan of restoration for the
Partnerships. Effective May 26, 1993, the Limited Partners, by written consent
of a majority of interests, elected the Permanent Manager, TPG, as General
Partner. TPG terminated the former general partners by accepting their tendered
resignations.
7
<PAGE>
In 1993, the current General Partner estimated an aggregate recovery of $3
million for the Partnerships. At that time, an allowance was established against
amounts due from former general partners and their affiliates reflecting the
estimated $3 million receivable. This net receivable was allocated among the
Partnerships based on each Partnership's pro rata share of the total
misappropriation. Through September 30, 1997, $5,166,000 of recoveries have been
received which exceeded the original estimate of $3 million. As a result, the
Partnership has recognized $1,003,000 as income, which represents its share of
the excess recovery. The current General Partner continues to pursue recoveries
of the misappropriated funds, however, no further significant recoveries are
anticipated.
3. INVESTMENT PROPERTIES:
----------------------
As of September 30, 1997, the Partnership owned six (6) fast-food restaurants
comprised of: two (2) Hardee's restaurants, one (1) Applebee's restaurant, and
three (3) Denny's restaurants. The six (6) properties are located in four (4)
states.
The total cost of the investment properties includes the original purchase price
plus acquisition fees and other capitalized costs paid to an affiliate of the
former general partners.
The former Hardee's restaurant in Wahoo, Nebraska was sold during the Third
Quarter of 1997 for approximately $405,000, resulting in a gain to the
Partnership of $7,585. Disposition fees of $12,150 were incurred as a result of
the sale.
According to the Partnership Agreement, the former general partners were to
commit 82% of the original offering proceeds to the acquisition of investment
properties. Upon full investment of the net proceeds of the offering,
approximately 57% of the original offering proceeds was invested in the
Partnership's properties.
The current General Partner receives a fee for managing the Partnership equal to
4% of gross receipts, with a maximum reimbursement for office rent and related
overhead of $25,000 between the three affiliated Partnerships as provided in the
Permanent Manager Agreement ("PMA"). On May 26, 1993, the Permanent Manager,
TPG, replaced the former general partners as the new General Partner, as
provided for in an amendment to the Partnership Agreement dated May 26, 1993.
Pursuant to amendments to the Partnership Agreement, TPG continues to provide
management services for the same fee structure as provided in the PMA mentioned
above. Effective March 1, 1997, the minimum management fee and the maximum
reimbursement for office rent and overhead increased by 3.3% representing the
allowable annual Consumer Price Index adjustment per the PMA. For purposes of
computing the 4% overall fee, gross receipts includes amounts recovered in
connection with the misappropriation of assets by the former general partners
and their affiliates. TPG has received fees from the Partnership totaling
$76,677 to date on the amounts recovered, which has been offset against the 4%
minimum fee.
Several of the Partnership's property leases contain purchase option provisions
with stated purchase prices in excess of the original cost of the properties.
The current General Partner is unaware of any unfavorable purchase options in
relation to original cost.
8
<PAGE>
4. PARTNERSHIP AGREEMENT:
----------------------
The Partnership Agreement, prior to an amendment effective May 26, 1993,
provided that, for financial reporting and income tax purposes, net profits or
losses from operations were allocated 90% to the Limited Partners and 10% to the
former general partners. The Partnership Agreement also provided that Net Cash
Receipts, as defined, would be distributed 90% to the Limited Partners and 10%
to the former general partners, except that distributions to the former general
partners in excess of 1% in any calendar year would be subordinated to
distributions to the Limited Partners in an amount equal to their Original
Property Distribution Preference, as defined.
Net proceeds, as defined, were to be distributed as follows: (a) 1% to the
General Partners and 99% to the Limited Partners, until distributions to the
Limited Partners equal their Original Capital, as defined, plus their Original
Property Liquidation Preference, as defined, and (b) the remainder 90% to the
Limited Partners and 10% to the General Partners. Such distributions were to be
made as soon as practicable following the sale, financing or refinancing of an
original property.
On May 26, 1993, pursuant to the results of a solicitation of written consents
from the Limited Partners, the Partnership Agreement was amended to replace the
former general partners and amend various sections of the agreement. The former
general partners were replaced as General Partner, by The Provo Group, Inc., an
Illinois corporation. Under the terms of the amendment, net profits or losses
from operations are allocated 99% to the Limited Partners and 1% to the current
General Partner. The amendment also provided for distributions from Net Cash
Receipts to be made 99% to the Limited Partners and 1% to its current General
Partner. Pursuant to the amendments to the Partnership Agreement effective June
30, 1994, distributions of Net Cash Receipts will not be made to the General
Partner unless and until each Limited Partner has received a distribution from
Net Cash Receipts in an amount equal to 10% per annum, cumulative simple return
on his or her Adjusted Original Capital, as defined, from the Return Calculation
Date, as defined, except to the extent needed by the General Partner to pay its
federal and state incomes taxes on the income allocated to it attributable to
such year. Distributions paid to the General Partner are based on the estimated
tax liability as a result of allocated income. Subsequent to the filing of the
General Partner's income tax returns, a true-up of actual distributions is made.
Net proceeds, as defined, was also amended to be distributed 1% to the current
General Partner and 99% to the Limited Partners.
Additionally, as per the amendment of the Partnership Agreement dated May 26,
1993, the total compensation paid to all persons for the sale of the investment
properties shall be limited to a competitive real estate commission, not to
exceed 6% of the contract price for the sale of the property. The General
Partner may receive up to one-half of the competitive real estate commission,
not to exceed 3%, provided that the General Partner provides a substantial
amount of services in the sales effort. It is further provided that a portion of
the amount of such fees payable to the General Partner is subordinated to its
success at recovering the funds misappropriated by the former general partners.
(See Note 8.)
Effective June 1, 1993, the Partnership Agreement was amended to (i) change the
definition of "Distribution Quarter" to be consistent with calendar quarters,
and (ii) change the distribution provisions to subordinate the General Partner's
share of distributions from Net Cash Receipts and Net Proceeds, except to the
extent necessary for the General Partner to pay its federal and state income
taxes on Partnership income allocated to the General Partner. Because these
amendments do not adversely affect
9
<PAGE>
the rights of the Limited Partners, pursuant to section 10.2 of the Partnership
Agreement, the amendments were made by the General Partner without a vote of the
Limited Partners.
5. LEASES:
-------
Lease terms for the investment properties are 20 years from their inception. The
leases provide for minimum rents and additional rents based upon percentages of
gross sales in excess of specified breakpoints. The lessee is responsible for
occupancy costs such as maintenance, insurance, real estate taxes, and
utilities. Accordingly, these amounts are not reflected in the statements of
income, except in circumstances where, in management's opinion, the Partnership
will be required to pay such costs to preserve assets (i.e., payment of past-due
real estate taxes). Management has determined that the leases are properly
classified as operating leases; therefore, rental income is reported when earned
and the cost of the property, excluding the cost of the land, is depreciated
over its estimated useful life.
Aggregate minimum lease payments to be received under the leases for the
Partnership's properties are as follows:
<TABLE>
<CAPTION>
Year ending
December 31,
<S> <C>
1997 $ 618,000
1998 618,000
1999 618,000
2000 618,000
2001 618,000
Thereafter 5,400,163
----------
$8,490,163
==========
</TABLE>
Three (3) of the Partnership's properties are leased to a Denny's franchise.
Base rent from these properties amounted to approximately 38% of total base rent
in 1996.
The original offering document required the Partnership to lease its properties
to a single tenant as long as the properties so leased do not constitute; in the
aggregate, more than 20% of the aggregate gross proceeds of the offering. As of
September 30, 1997, the Partnership has leased two of its properties to Hardees
Food Systems, Inc., which constitute 21% of the aggregate gross proceeds.
10
<PAGE>
6. TRANSACTIONS WITH CURRENT GENERAL PARTNER:
Amounts paid to the current General Partner for the nine months ended September
30, 1997 and 1996, are as follows:
Current General Partner Incurred as of Incurred as of
- - ----------------------- September 30, September 30,
1997 1996
------------- -------------
Management fees $47,540 $ 46,070
Restoration fees 103 53,610
Disposition fees 12,150 0
Cash distribution 920 2,078
Overhead allowance 3,863 3,839
Reimbursement for out-of-pocket expenses 9,034 6,863
------- --------
$73,610 $112,460
======= ========
7. NET INVESTMENT IN DIRECT FINANCING LEASES:
The net investment in direct financing leases, which includes the Partnership's
specialty leasehold improvement leases, is comprised of the following as of
September 30, 1997:
Minimum lease payments receivable $ 0
Estimated residual values of leased
property (non-recourse) 2,593
Less - Unearned income 0
--------
Net investment in direct financing leases 2,593
========
Scheduled future minimum lease payments are as follows:
Year ending
December 31,
1997 $ 2,593
========
8. CONTINGENT LIABILITIES:
According to the Partnership Agreement, as amended, the current General Partner
may receive a disposition fee not to exceed 3% of the contract price of the sale
of investment properties. Fifty percent (50%) of all such disposition fees
earned by the current General Partner is to be escrowed until the aggregate
amount of recovery of the funds misappropriated from the Partnerships by the
former general partners is greater than $4,500,000. Upon reaching such recovery
level, full disposition fees will thereafter be payable and fifty percent (50%)
of the previously escrowed amounts will be paid to the current General Partner.
At such time as the recovery exceeds $6,000,000 in the aggregate, the remaining
escrowed disposition fees shall be paid to the current General Partner. If such
levels of recovery are not achieved,
11
<PAGE>
the current General Partner will contribute the amounts escrowed towards the
recovery. In lieu of an escrow, 50% of all such disposition fees have been paid
directly to the restoration account and then distributed among the three
Partnerships. After surpassing the $4,500,000 recovery level during March 1996,
50% of the amounts previously escrowed was refunded to the current General
Partner. The remaining amount allocated to the Partnerships may be owed to the
current General Partner if the $6,000,000 recovery level is met. As of September
30, 1997, the Partnership may owe the current General Partner $18,862, which is
currently reflected as a recovery, if the $6,000,000 recovery level is achieved.
9. PMA INDEMNIFICATION TRUST:
The Permanent Manager Agreement ("PMA") provides that the Permanent Manager will
be indemnified from any claims or expenses arising out of or relating to the
Permanent Manager serving in such capacity or as substitute general partner, so
long as such claims do not arise from fraudulent or criminal misconduct by the
Permanent Manager. The PMA provides that the Partnership fund this
indemnification obligation by establishing a reserve of up to $250,000 of
Partnership assets which would not be subject to the claims of the Partnership's
creditors. An Indemnification Trust ("Trust") serving such purposes has been
established at United Missouri Bank, N.A. The Trust has been fully funded with
Partnership assets as of September 30, 1997. Funds are invested in U.S. Treasury
securities. In addition, interest totaling $37,675 has been credited to the
Trust as of September 30, 1997. The rights of the Permanent Manager to the Trust
shall be terminated upon the earliest to occur of the following events: (i) the
written release by the Permanent Manager of any and all interest in the Trust;
(ii) the expiration of the longest statute of limitations relating to a
potential claim which might be brought against the Permanent Manager and which
is subject to indemnification; or (iii) a determination by a court of competent
jurisdiction that the Permanent Manager shall have no liability to any person
with respect to a claim which is subject to indemnification under the PMA. At
such time as the indemnity provisions expire or the full indemnity is paid, any
funds remaining in the Trust will revert back to the general funds of the
Partnership.
10. RESTORATION TRUST ACCOUNT AND EXPENSE ALLOCATIONS:
Restoration costs represent expenses incurred by the Partnership in relation to
the misappropriated assets by the former general partners and their affiliates.
These costs are allocated among the Partnerships based on each partnership's
respective share of the entire misappropriation, as currently quantified. The
amount of misappropriation for each partnership is adjusted annually to reflect
new discoveries and more accurate quantification of amounts based on the
continuing investigation. Such adjustments will result in periodic adjustments
to prior allocations of recovery costs to reflect updated information.
Consequently, previous payments for restoration expenses may not be consistent
with modified allocations.
Recoveries realized by the Partnerships are being distributed to each respective
partnership on the same basis as the restoration costs are currently being
allocated, adjusted for any future changes in the entire misappropriation, as a
result of the continuing investigation. As of September 30, 1997, the
Partnerships recovered a total of approximately $5,126,000 from the former
general partners and their affiliates. Of this amount, the Partnership received
its pro-rata share in the amount of $2,390,000. Additionally, $40,347,
representing 50% of all previously escrowed disposition fees earned by the
General Partner, have been paid to the recovery. Of that amount, $18,862 was
allocated to the Partnership and is contingently payable to the General Partner
upon achievement of the final recovery level as described in Note 8.
12
<PAGE>
The PMA contemplated that the Permanent Manager could establish a separate and
distinct Restoration Trust Fund which would hold all recoveries until a final
independent adjudication by a court of competent jurisdiction or vote of the
Limited Partners ratified the allocation of proceeds to each respective
partnership. Management has concluded that a fair and reasonable interim
accounting for recovery proceeds can be accomplished at the partnership level in
a manner similar to restoration costs which are paid directly by the
Partnerships. Management reserves the right to cause the final allocation of
such costs and recoveries to be determined either by a vote of the Limited
Partners or a court of competent jurisdiction. Potential sources of recoveries
include third party litigation, promissory notes, land contracts, and personal
assets of the former general partners and their affiliates.
On March 24, 1994, an affiliated partnership, DiVall 1, filed a complaint in the
United States District Court for the Western District of Missouri against
Boatmen's First National Bank of Kansas City ("Boatmen's") seeking a declaratory
judgment that Boatmen's has no right or interest in a promissory note executed
in the name of DiVall 1 by the former general partners (the "Note") secured by
mortgages on five DiVall 1 properties, and further seeking an injunction against
foreclosure proceedings instituted against a DiVall 1 property located in
Dallas, Texas under a first deed of trust and security agreement given to secure
the Note (the "Foreclosure"). The former general partners borrowed $600,000
during or before 1991 from Metro North State Bank (now Boatmen's). The proceeds
of the Note were not received by DiVall 1. As of September 30, 1997, DiVall 1
had not paid debt service on the Note. DiVall 1 received a notice of default on
the Note in October 1993, and the Foreclosure Action was filed in February 1994.
As of September 30, 1997, interest in the amount of $265,000 had accrued but was
unpaid on the Note. Boatmen's agreed to stay its foreclosure proceedings pending
the outcome of the litigation. Boatmen's answered the complaint and filed a
motion for summary judgment to which DiVall 1 responded. The District Court
granted Boatmen's motion for summary judgement. DiVall 1 appealed and the Eighth
Circuit Court of Appeals reversed the District Court's ruling. The case was sent
back to the District Court for further discovery and trial. Trial of the case
took place on June 23, 1997. The judge ruled in favor of DiVall 1 on August 21,
1997, that the note was unenforceable. However, Boatmen's appealed the ruling,
so no recovery was recorded during the quarter. However, the appeal was dropped
during the fourth quarter of 1997, so a recovery will be recorded during the
fourth quarter. Pursuant to the Restoration Trust Account procedures described
above, all of the Partnerships are sharing the expenses of this litigation and
the recovery resulting from the full cancellation of the alleged indebtedness
will be allocated among the three Partnerships on the same basis as the
restoration costs are currently being allocated.
11. LITIGATION:
As part of the Permanent Manager Agreement, DiVall, Magnuson, and entities owned
by them, granted the Partnership a security interest in certain promissory notes
and mortgages from other DiVall related entities (the "Private Partnerships").
In the aggregate, the face amount of these notes were equal to a minimum of
$8,264,932. In addition, DiVall, Magnuson, and related entities owned by them,
granted the Partnership a security interest in their general partner interests
in the Private Partnerships. The foregoing security interests were to secure the
repayment of the funds which were diverted by DiVall and Magnuson from the
Partnership. The Partnership shares such security interests with DiVall 1 and
DiVall 2. These promissory notes and mortgages are not recorded on the balance
sheets of the Partnerships, but are recorded as recoveries on a cash basis upon
settlement.
13
<PAGE>
On July 23, 1993, nineteen (19) of the Private Partnerships sought the
protection of the Bankruptcy Court in the Eastern District of Wisconsin. Seven
(7) of these bankruptcies were voluntary and twelve (12) of these bankruptcies
were involuntary. Several of the Private Partnerships seeking bankruptcy owe
promissory notes to DiVall, Magnuson, or entities owned by them, in which the
Partnership has a security interest. These cases were subsequently transferred
to the Western District Bankruptcy Court located in Madison, Wisconsin.
The Partnership's experience in those bankruptcy cases that have concluded,
either through the approval of Plans of Reorganization, dismissal of the
bankruptcies, settlements or a combination of the foregoing, is that (i) the
value of the obligations of the Private Partnerships assigned to the Partnership
has been at a significant discount to their face amounts, and (ii) the General
Partner interests in such Private Partnerships often have little economic value.
The Partnership's recoveries in these bankruptcies have been on a steeply
discounted basis.
Plans of reorganization have been filed in the bankruptcies, and settlement
agreements in all of the Private Partnerships have been reached. Settlements in
the bankruptcies have resulted in cash payments to the Partnerships of a total
of $720,000 and notes secured by subordinated mortgages in the aggregate amount
of $625,000. The Partnerships subsequently sold the secured notes for a total of
$175,000.
12. FORMER GENERAL PARTNERS' CAPITAL ACCOUNTS:
The capital account balance of the former general partners as of May 26, 1993,
the date of their removal as general partners pursuant to the results of a
solicitation of written consents from the Limited Partners, was a deficit of
$265,491. At December 31, 1993, the former general partners' deficit capital
account balance in the amount of $265,491 was reallocated to the Limited
Partners.
13. SUBSEQUENT EVENTS:
On November 15, 1997, the Partnership made a distribution to the Limited
Partners for the Third Quarter 1997 of $500,000 amounting to approximately
$29.24 per limited partnership interest.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources:
Investment Properties and Net Investment in Direct Financing Leases
The investment properties, including equipment held by the Partnership at
September 30, 1997, were originally purchased at a price, including acquisition
costs, of approximately $5,357,000.
The net investment in direct financing leases, which includes the Partnership's
specialty leasehold improvement leases, amounted to $3,000 at September 30,
1997, compared to $25,000 at December 31, 1996. The decrease of $22,000 was a
result of principal payments received as well as the termination of the
equipment lease with the Hardee's in Wahoo, Nebraska.
14
<PAGE>
Other Assets
Cash and cash equivalents, including cash restricted for real estate taxes held
by the Partnership, were $696,000 at September 30, 1997, compared to $1,237,000
at December 31, 1996. The Partnership designated cash of $500,000 to fund the
Third Quarter 1997 distributions to Limited Partners; $56,000 for the payment of
accounts payable and accrued expenses; and the remainder represents reserves
deemed necessary to allow the Partnership to operate normally. Cash generated
through the operations of the Partnership's investment properties, sales of
investment properties, and any recoveries of misappropriated funds by the former
general partners will provide the sources for future fund liquidity and Limited
Partner distributions.
The Partnership established an Indemnification Trust (the "Trust") during the
Fourth Quarter of 1993 and deposited $130,000 in the Trust during 1994, $100,000
during 1995, and $20,000 during 1996. The provision to establish the Trust was
included in the Permanent Manager Agreement for the indemnification of TPG, in
the absence of fraud or gross negligence, from any claims or liabilities that
may arise from TPG acting as Permanent Manager. The Trust is owned by the
Partnership. For additional information regarding the Trust, refer to Note 9 to
the financial statements.
Due From Former Affiliates and Allowance for Uncollectible Amounts Due From
Former Affiliates
Due from former affiliates represented misappropriated assets due from the
former general partners and their affiliates in the amount of $2,015,000 at
September 30, 1997. The receivable decreased from December 31, 1996, due to
$2,600 of recoveries received during the quarter from the former general
partners and their affiliates.
The Partnership maintains a record of costs incurred in identifying or
recovering the misappropriated assets. These amounts are expensed when incurred,
and then recorded on the balance sheet as a restoration cost receivable with a
corresponding allowance for such receivable deemed uncollectible. These costs
are considered due from the former general partners and their affiliates.
Interest has been accrued on the misappropriated funds since January 1, 1993, at
a rate of 9% per annum and has been included in the restoration cost receivable.
The receivable increased from approximately $4,509,000 at December 31, 1996 to
$5,011,000 at September 30, 1997, and includes $2,656,000 of cumulative accrued
interest.
In 1993, the current General Partner estimated an aggregate recovery of $3
million for the Partnerships. At that time, an allowance was established against
amounts due from former general partners and their affiliates reflecting the
estimated $3 million receivable. This net receivable was allocated among the
Partnerships based on each Partnership's pro rata share of the total
misappropriation. Through September 30, 1997, $5,166,000 of recoveries have been
received which exceeded the original estimate of $3 million. As a result, the
Partnership has recognized $1,003,000 as income, which represents its share of
the excess recovery. The current General Partner continues to pursue recoveries
of the misappropriated funds, however, no further significant recoveries are
anticipated.
The restoration costs are allocated among the Partnerships based on each
Partnership's respective share of the misappropriation as discussed in Note 10
to the financial statements. The allocation is adjusted periodically to reflect
any changes in the entire misappropriation. The Partnership's percentage of the
allocation was increased in 1993.
15
<PAGE>
Liabilities
Accounts payable and accrued expenses at September 30, 1997, in the amount of
$36,000, primarily represented the accrual of legal and auditing fees.
Partners' Capital
Net income for the quarter was allocated between the General Partner and the
Limited Partners, 1% and 99%, respectively, as provided in the Partnership
Agreement and the Amendment to the Partnership Agreement, as discussed more
fully in Note 4 of the financial statements. The former general partners'
capital account balance was reallocated to the Limited Partners at December 31,
1993. Refer to Note 12 to the financial statements for additional information
regarding the reallocation.
Cash distributions paid to the Limited Partners and to the General Partner
during 1997, of $1,150,000 and $920, respectively, have also been made in
accordance with the amended Partnership Agreement. The Third Quarter 1997
distribution of $500,000 was paid to the Limited Partners on November 15, 1997.
Results of Operations:
The Partnership reported net income for the quarter ended September 30, 1997, in
the amount of $66,000 compared to net income for the quarter ended September 30,
1996 of $139,000. Net income for the nine months ended September 30, 1997 and
1996 totaled $230,000 and $520,000, respectively. Costs increased significantly
during 1996 as the lawsuit against the former general partner accountants and
attorneys got closer to trial and as a result of contingent fee payments made
upon settlements of the litigation. During 1997, these costs had a minimal
impact on operations. Additionally, revenue for 1996 included a recovery of
amounts previously written off as a result of amounts received from the
Partnership's former accountants and attorneys.
Revenues
Total revenues were $152,000, and $220,000, for the quarters ended September 30,
1997, and 1996, respectively and were $498,000 and $1,389,000 for the nine
months ended September 30, 1997 and 1996, respectively. The increase in revenue
in 1996 is attributable to the recovery of amounts from the Partnerships' former
accountants and attorneys which had been previously been written-off.
Additionally, 1997 revenue related to equipment leases has declined
significantly due to the buyout of those leases by the tenant at the end of
1996. Rental revenue has also declined significantly due to the renegotiation of
leases on two Hardee's properties and the sale of a third Hardee's.
Total revenues should approximate $600,000 annually or $150,000 quarterly, based
on leases currently in place. Future revenues may decrease with tenant defaults
and/or sales of Partnership properties. They may also increase with additional
rents due from tenants, if those tenants experience sales levels which require
the payment of additional rent to the Partnership.
Expenses
For the quarters ended September 30, 1997 and 1996, cash expenses amounted to
approximately 39% and 23% of total revenues, respectively. For the nine months
ended September 30, 1997 and 1996, cash expenses totaled 36% and 56% of total
revenues, respectively. Total expenses, including non-cash items,
16
<PAGE>
amounted to 56% and 37% of total revenues for the quarters ended September 30,
1997 and 1996, respectively and totaled 54% and 63% of total revenues for the
nine months ended September 30, 1997 and 1996, respectively. Items negatively
impacting expenses during 1996, are expenses incurred primarily in relation to
the misappropriation of assets by the former general partners and their
affiliates. During the Third Quarter of 1997 a disposition fee paid on the sale
of a property negatively impacted expenses.
For the nine months ended September 30, 1997 and 1996, expenses incurred in
relation to the misappropriated assets amounted to $36,000 and $594,000,
respectively. These costs increased significantly during the First Quarter of
1996 due to the payment of contingent fees and litigation expenses in relation
to the settlement of litigation against the Partnerships' former accountants and
attorneys. Future expenses incurred in relation to the misappropriation should
have a minimal impact on the Partnership.
Inflation:
Inflation has a minimal effect on operating earnings and related cash flows from
a portfolio of triple net leases. By their nature, such leases actually fix
revenues and are not impacted by rising costs of maintenance, insurance, or real
estate taxes. If inflation causes operating margins to deteriorate for lessees
if expenses grow faster than revenues, then, inflation may well negatively
impact the portfolio through tenant defaults.
It would be misleading to associate inflation with asset appreciation for real
estate, in general, and the Partnership's portfolio, specifically. Due to the
"triple net" nature of the property leases, asset values generally move
inversely with interest rates.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
As part of the Permanent Manager Agreement, DiVall, Magnuson, and entities owned
by them, granted the Partnership a security interest in certain promissory notes
and mortgages from other DiVall related entities (the "Private Partnerships").
In the aggregate, the face amount of these notes was equal to a minimum of
$8,264,932. In addition, DiVall, Magnuson, and related entities owned by them,
granted the Partnership a security interest in their general partner interests
in the Private Partnerships. The foregoing security interests were to secure the
repayment of the funds which were diverted by DiVall and Magnuson from the
Partnership. The Partnership shares such security interests with DiVall 1 and
DiVall 2. These promissory notes and mortgages are not recorded on the balance
sheets of the Partnerships, but are recorded as recoveries on a cash basis upon
settlement.
On July 23, 1993, nineteen (19) of the Private Partnerships sought the
protection of the Bankruptcy Court in the Eastern District of Wisconsin. Seven
(7) of these bankruptcies were voluntary and twelve (12) of these bankruptcies
were involuntary. Several of the Private Partnerships seeking bankruptcy owe
promissory notes to DiVall, Magnuson, or entities owned by them, in which the
Partnership has a security interest. These cases were subsequently transferred
to the Western District Bankruptcy Court located in Madison, Wisconsin.
The Partnership's experience in those bankruptcy cases that have concluded,
either through the approval of Plans of Reorganization, dismissal of the
bankruptcies, settlements or a combination of the foregoing, is that (i) the
value of the obligations of the Private Partnerships assigned to the
Partnerships have been at a significant discount to their face amounts, and (ii)
the General Partner interests in such Private
17
<PAGE>
Partnerships often have little economic value. The Partnership's recoveries in
these bankruptcies have been on a steeply discounted basis.
Plans of reorganization have been filed in the bankruptcies, and settlement
agreements in all of the Private Partnerships have been reached. Settlements in
the bankruptcies have resulted in cash payments to the Partnerships of a total
of $720,000 and notes secured by subordinated mortgages in the aggregate amount
of $625,000. The Partnerships subsequently sold the secured notes for a total of
$175,000.
The Partnerships have been named as defendants in certain foreclosure actions
brought in state courts in Wisconsin. In each of these actions, the plaintiff
seeks to foreclose on real property owned by one of the Private Partnerships.
The Partnerships were named as subordinate lienholders on the properties. It is
believed that none of these cases constitute a claim against the individual
Public Partnerships. However, if the foreclosures are successful, the Private
Partnerships' interest in the underlying real estate may be extinguished,
rendering individual obligations to the Partnerships uncollectible. Such a
foreclosure has occurred in one instance and is pending in at least one other
situation.
Item 6. Exhibits and Reports on Form 8-K
(a) Listing of Exhibits:
99.0 Correspondence to the Limited Partners dated November 15, 1997,
regarding the Third Quarter 1997 distribution.
(b) Report on Form 8-K:
The Registrant filed no reports on Form 8-K during the third quarter of
fiscal year 1997.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DIVALL INCOME PROPERTIES 3 LIMITED PARTNERSHIP
By: The Provo Group, Inc., General Partner
By: /s/ Bruce A. Provo
__________________________________________________
Bruce A. Provo, President
Date: November 14, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
By: The Provo Group, Inc., General Partner
By: /s/ Bruce A. Provo
__________________________________________________
Bruce A. Provo, President
Date: November 14, 1997
By: /s/ Kristin J. Atkinson
__________________________________________________
Kristin J. Atkinson
Vice President - Finance and Administration
Date: November 14, 1997
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
September 30, 1997 Form 10-Q and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-START> JUL-01-1997 JAN-01-1997
<PERIOD-END> SEP-30-1997 SEP-30-1997
<CASH> 695,633 695,633
<SECURITIES> 287,675 287,675
<RECEIVABLES> 7,103,557 7,103,557
<ALLOWANCES> 7,025,560 7,025,560
<INVENTORY> 0 0
<CURRENT-ASSETS> 1,061,305 1,061,305
<PP&E> 5,340,446 5,340,446
<DEPRECIATION> 736,057 736,057
<TOTAL-ASSETS> 5,665,694 5,665,694
<CURRENT-LIABILITIES> 100,579 100,579
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 5,565,115 5,565,115
<TOTAL-LIABILITY-AND-EQUITY> 5,665,694 5,665,694
<SALES> 134,359 454,454
<TOTAL-REVENUES> 152,002 497,583
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 85,517 267,593
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 66,485 229,990
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 66,485 229,990
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 66,485 229,990
<EPS-PRIMARY> 3.85 13.31
<EPS-DILUTED> 3.85 13.31
</TABLE>
<PAGE>
EXHIBIT 99
DiVall Income Properties 3, L.P.
QUARTERLY NEWS
===============================================================================
A publication of The Provo Group, Inc. THIRD QUARTER 1997
THIRD-PARTY SOLICITORS...Are They Really "Long-Term" Investors or Merely "Quick"
Profiteers on Your Interests?
Madison, Wisconsin
Over the last year or so, a third-party solicitor may have either telephoned you
or mailed you a "teaser" piece inquiring about the purchase of your interests in
DiVall Income Properties 3 Limited Partnership (the "Partnership").
At the time, you may have either ignored the inquiry or you may have agreed to
sell your interests to this third-party solicitor -- most likely without first
discussing alternatives with a secondary market broker.
So, you ask...third-party solicitors??...secondary market brokers?? What's the
difference? Both parties want my interests for a discounted rate - what does it
matter to whom I choose to sell?
Quite simply, it is your choice, however, you may be interested in knowing that
the third-party solicitations you may receive are not regulated by the
Securities Exchange Commission (S.E.C.).
The secondary market is "highly" regulated by the S.E.C. - offering liquidation
opportunities to investors for years at competitive pricing.
Perhaps, even more interesting is that many third-party solicitors who indicate
that they are interested in your units for their own "investment purposes" (and
may offer to relieve you of the "headache" of filing Schedule K-1's or provide
you with a one time "opportunity for liquidation") are not necessarily serious
long-term investors.
It appears that many of these solicitors are merely "quick profiteers" on your
heretofore patiently held interests...selling those very same interests they
purchased from you on the secondary market within months.
How much is a third-party solicitor making on your interests? Here's an
"example" based on a single unit which was initially purchased by you for
$1,000:
<TABLE>
<S> <C>
Unit (Purchased) by Solicitor: $(180.00)
Distributions Paid to Solicitor: 42.00
Unit Sold by Solicitor (after 9 mos.): 245.00
-------
Profit Made by Solicitor: $107.00
=======
</TABLE>
Could you have received a higher selling rate in the secondary market?...
Perhaps. (The above example shows an annualized return of almost 80%!)
Will a secondary market broker earn a commission or make a profit?...Most
likely.
Again you ask...what's the difference?
The difference is that you always have a choice and you always have a right to
ask for more information.
As your General Partner, we can not act as your financial advisor nor can we be
the "gatekeepers" of your interests. We simply try to keep you informed.
========================
OTHER NEWS INSIDE...
<TABLE>
<S> <C>
. Boatmen's Ruling Appealed.....................Restoration Highlights, pg 3
. Cypress Restaurants to Buy its Denny's...........Property Highlights, pg 3
. Hardee's - Wahoo, Nebraska - Sold................Property Highlights, pg 3
</TABLE>
<PAGE>
Page 2 DiVall 3 3 Q
==========================
Distribution Highlights
<TABLE>
<S> <C>
. 3.2% (approx.) annualized return . $29.23 per unit (approx.) for the
from operations and 4.1% Third Quarter 1997 from both cash
(approx.) non-annualized return flow from operations and investing
of capital from a special activities.
distribution related to a
property sale and principal . $575.00 to $412.00 range of
received from equipment leases distributions per unit from the first
based on $10,200,000 ("net" unit sold to the last unit sold
remaining initial investment). before the offering closed (April
1992), respectively.
. $500,000 total amount Distributions are from both cash flow
distributed for the Third from operations and "net" cash
Quarter 1997 which was $425,000 activity from financing and investing
more than budgeted. activities.
The "higher" than budgeted (NOTE: Original units were purchased
distribution is primarily a for $1,000/unit.)
result of the sale of the
Hardee's restaurant (Wahoo, NE).
</TABLE>
==========================
Statements of Income and Cash Flow Highlights
<TABLE>
<S> <C> <C>
. 13% increase in . 21% increase in . 4% increase in
operating revenues total expenses from net income from
from projections. projections. projections.
</TABLE>
* * *
<TABLE>
<S> <C>
. Net proceeds in the amount of . $12,000 was paid in disposition fees
$405,000 were received by the during the quarter as a result of a
Partnership as a result of a property sale.
property sale.
</TABLE>
<PAGE>
Page 3 DiVall 3 3 Q
=========================
Property Highlights
Vacancies
---------
There were no vacancies at September 30, 1997.
--
Rents Receivable
----------------
<TABLE>
<S> <C>
. DenAmerica Corporation, tenant . DenAmerica Corporation, tenant of
of Denny's (Colorado Springs, Denny's (Englewood, CO), was $3,200
CO), was $8,900 delinquent in delinquent in scheduled and
scheduled rent and equipment percentage rent at September 30, 1997.
at September 30, 1997.
</TABLE>
Sale of Property
----------------
. The Partnership sold its Hardee's restaurant (Wahoo, NE) to a Burger King
franchise for $405,000 during July 1997.
Other Property Matters
----------------------
. Cypress Restaurants, Inc., tenant of Denny's restaurant (Sanford, FL), and
the Partnership have agreed to the sale of this property to Cypress
Restaurants. The Partnership anticipates the closing to occur by year-end.
=========================
Restoration Highlights
<TABLE>
<S> <C>
. There were no recoveries . The Partnership received a
received during the Third "favorable" ruling for its case
Quarter 1997. against Boatmen's First National
Bank of Kansas City which went to
trial on June 23, 1997. Boatmen's
. "Total" recoveries received to has appealed this ruling.
date for the Partnership are
approximately $2,400,000. (NOTE: The Partnership is awaiting
the outcome of this appeal before any
recovery is recorded.)
</TABLE>
<PAGE>
Page 4 DiVall 3 3 Q
========================
Return of Capital
The following table has been updated to present the breakdown of distributions
since the Partnership's first quarterly distribution, for the period ended
September 30, 1990 through September 30, 1997.
<TABLE>
<CAPTION>
=============================================================================
Distribution Capital
------------ -------
Analysis Balance
-------- -------
<S> <C> <C>
Original Capital Balance - $17,102,520
Cash Flow From Operations Since Inception $ 1,577,878 -
Total Distributions Since Inception (8,487,983) -
-----------
(Return) of Capital $(6,910,105) (6,910,105)
=========== -----------
"Net" Remaining Initial Investment
by Original Partners - $10,192,415
===========
=============================================================================
</TABLE>
(NOTE: For a more individualized discussion of return of capital contact
Investor Relations.)
========================
Advisory Board
The seventeenth Advisory Board meeting was held November 4 and 5, 1997. The
following new Board members were given a comprehensive orientation of the
Partnerships' affairs.
. Mr. Robert White was nominated by the Limited Partners and selected to
represent DiVall Insured Income Fund, L.P. and will serve a two (2)
year term.
. Mr. Albert Gerritz was nominated by the Limited Partners and selected
to represent DiVall Income Properties 3, L.P. and will serve a two
(2) year term.
. Mr. Steven Carson was nominated and selected by the selling broker
firms of DiVall Insured Income Fund, L.P.; DiVall Insured Income
Properties 2, L.P.; and DiVall Income Properties 3, L.P. to represent
the brokerage community and will serve a two (2) year term.
<PAGE>
Page 5 DiVall 3 3 Q
==========================
Advisory Board (contd.)
These new members replaced Mr. Gerhard Zoller (DiVall 1); Dr. Albert Eschen
(DiVall 3); and Mr. Todd Witthoeft (Broker Dealer) whose terms expired September
30, 1997.
The member carrying over from the prior Board is Mr. Richard Otte, representing
DiVall Insured Income Properties 2, L.P. Mr. Otte will serve the remaining year
of his two (2) year term.
For further information regarding the new Advisory Board members, please refer
to the enclosed biographical summaries.
==========================
Questions & Answers
<TABLE>
<S> <C>
1. When can I expect to receive my 3. Why do I receive solicitations to
Schedule K-1 for 1997? buy my interests?
Our current schedule for mailing As discussed earlier in this
all 1997 Schedule K-1's for correspondence, any solicitations
your Partnership and its that you may receive to buy your
affiliated partnerships is no interests are a result of a
later than March 13, 1998. third-party (not affiliated with TPG,
Inc.) who is interested in acquiring
2. When will 1997 per unit values be units at a discounted rate. As
available for my investment in the General Partner, we encourage you to
Partnership? review all of your options.
The Partnership's 1997 4. When can I expect my next
"year-end" valuation distribution mailing?
information is tentatively
scheduled to be available by Your next distribution correspondence
the First Quarter 1998. We for the Fourth Quarter of 1997 is
will include this information scheduled to be mailed on February
in our 1997 Annual Report which 13, 1998.
we plan to mail by early April
1998.
</TABLE>
<PAGE>
Page 6 DiVall 3 3 Q
* * *
================================================================================
For questions or additional information, please contact Investor Relations at:
1-800-547-7686 or 1-608-244-7661
All written inquiries may be mailed or faxed to:
The Provo Group, Inc.
Post Office Box 8673 1410 Northport Drive
Madison, Wisconsin 53708-8673 Madison, Wisconsin 53704
(FAX 608-244-7663)
================================================================================
<PAGE>
DIVALL INCOME PROPERTIES 3 L.P.
STATEMENTS OF INCOME AND CASH FLOW CHANGES
FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
PROJECTED ACTUAL VARIANCE
-----------------------------------
3RD 3RD
QUARTER QUARTER BETTER
OPERATING REVENUES 9/30/97 9/30/97 (WORSE)
-------- -------- ---------
<S> <C> <C> <C>
Rental income $127,477 $ 134,359 $ 6,882
Interest income 6,997 9,754 2,757
Gain on sale of assets 0 7,585 7,585
Other income 0 303 303
-------- --------- ---------
TOTAL OPERATING REVENUES $134,474 $ 152,001 $ 17,527
-------- --------- ---------
OPERATING EXPENSES
Insurance $ 1,341 $ 1,219 $122
Management fees 15,915 15,960 (45)
Overhead allowance 1,326 1,287 39
Advisory Board 4,250 4,178 72
Administrative 8,072 5,220 2,852
Professional services 2,128 3,449 (1,321)
Auditing 8,250 8,250 0
Legal 1,625 1,912 (287)
Disposition fees 0 12,150 (12,150)
Defaulted tenants 300 0 300
-------- --------- ---------
TOTAL OPERATING EXPENSES $ 43,207 $ 53,625 ($10,418)
-------- --------- ---------
INVESTIGATION AND RESTORATION EXPENSES $ 1,403 $ 4,957 ($3,554)
NON-OPERATING EXPENSES
Depreciation $ 25,806 $ 26,488 ($682)
Amortization 0 447 (447)
-------- --------- ---------
TOTAL NON-OPERATING EXPENSES $ 25,806 $ 26,935 ($1,129)
-------- --------- ---------
TOTAL EXPENSES $ 70,416 $ 85,517 ($15,101)
-------- --------- ---------
NET INCOME $ 64,058 $ 66,484 $ 2,426
OPERATING CASH RECONCILIATION: VARIANCE
---------
Depreciation and amortization 25,806 26,935 1,129
Gain on sale of assets 0 (7,585) (7,585)
(Increase) Decrease in current assets (6,916) (23,038) (16,122)
Increase (Decrease) in current liabilities 3,590 (17,355) (20,945)
(Increase) Decrease in cash reserved for payables (3,800) 31,000 34,800
Advance from/(to) future cash flows for current distributions (22,000) 0 22,000
-------- --------- ---------
Net Cash Provided From Operating Activities $ 60,738 $ 76,441 $ 15,703
-------- --------- ---------
CASH FLOWS FROM (USED IN) INVESTING
AND FINANCING ACTIVITIES
Recoveries from former G.P. affiliates 0 0 0
Principal received on equipment leases 12,659 14,250 1,591
Proceeds from sale of property 0 404,850 404,850
-------- --------- ---------
Net Cash Provided from Investing And Financing
Activities $ 12,659 $ 419,100 $ 406,441
-------- --------- ---------
Total Cash Flow For Quarter $ 73,397 $ 495,541 $ 422,144
Cash Balance Beginning of Period 218,667 356,095 137,428
Less 2nd quarter distributions paid 8/97 (75,000) (125,000) (50,000)
Change in cash reserved for payables or distributions 25,800 (31,000) (56,800)
-------- --------- ---------
Cash Balance End of Period $242,864 $ 695,636 $ 452,772
Cash reserved for 3rd quarter L.P. distributions (75,000) (500,000) (425,000)
Cash advanced from (reserved for) future distributions 6,000 0 (6,000)
Cash reserved for payment of payables (29,500) (55,500) (26,000)
-------- --------- ---------
Unrestricted Cash Balance End of Period $144,364 $ 140,136 ($4,228)
======== ========= =========
PROJECTED ACTUAL VARIANCE
------------------------------------
* Quarterly Distribution $ 75,000 $ 500,000 $ 425,000
Mailing Date 11/15/97 (enclosed) -
</TABLE>
* Refer to distribution letter for detail of quarterly distribution.
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------
ORIGINAL CAPITAL $17,102,520
PROJECTIONS FOR NET DISTRIBUTION OF
DISCUSSION PURPOSES DIVALL INCOME PROPERTIES 3 LIMITED PARTNERSHIP CAPITAL SINCE
1997 PROPERTY SUMMARY INCEPTION $6,910,105
AND RELATED ESTIMATED RECEIPTS -----------
CURRENT EQUITY $10,192,415
===========
PORTFOLIO (Note 1) -------------------------------------
------------------------ ----------------------------------- ------------------------- -----------
REAL ESTATE EQUIPMENT TOTALS TOTAL %
------------------------ ----------------------------------- ------------------------- ON
ANNUAL LEASE ANNUAL $10,192,415
- - ------------------------------- BASE % EXPIRATION LEASE % ANNUAL % EQUITY
CONCEPT LOCATION COST RENT YIELD DATE COST RECEIPTS RETURN COST RECEIPTS RETURN RAISE
- - ------------------------------- ------------------------ ----------------------------------- ------------------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
APPLEBEE'S PITTSBURGH, PA 891,333 116,040 13.02% 290,469 0.00% 1,239,896 116,040 9.36%
" " 58,094 0.00%
DENNY'S CO SPRINGS, CO 580,183 77,460 13.35% 210,976 0 0.00% 791,159 77,460 9.79%
DENNY'S ENGLEWOOD, CO 213,211 35,880 16.83% 210,976 0.00% 424,187 35,880 8.46%
DENNY'S SANFORD, FL 1,136,433 140,340 12.35% 263,720 0.00% 1,479,269 140,340 9.49%
" " 79,116 0.00%
HARDEE'S (3) ST. FRANCIS, WI 1,194,381 92,000 7.70% (2) 369,688 0 0.00% 1,648,569 92,000 5.58%
" " (2) 84,500 0 0.00%
HARDEE'S (3) OAK CREEK, WI 1,341,906 88,000 6.56% (2) 482,078 0 0.00% 1,929,472 88,000 4.56%
" " (2) 105,488 0 0.00%
- - ------------------------------- ------------------------ ----------------------------------- ------------------------- -----------
- - ------------------------------- ------------------------ ------------------------- ------------------------- -----------
PORTFOLIO TOTALS (6 Properties) 5,357,447 549,720 10.26% 2,155,105 0 0.00% 7,512,552 549,720 7.32% 5.39%
- - ------------------------------- ------------------------ ------------------------- ------------------------- -----------
</TABLE>
Note 1: This property summary includes only current property and equipment held
by the Partnership. Equipment lease receipts shown include a return of
capital.
2: The lease was terminated and the equipment sold to Hardee's Food
Systems in conjunction with their assumption of the Terratron leases.
3: These leases were assumed by Hardee's Food Systems at rental rates
lower than those stated in the original leases.
