<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 June 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
June 30, 1997 and December 31, 1996
-----------------------------------
ASSETS
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
1997 1996
----------- ------------
<S> <C> <C>
INVESTMENT PROPERTIES: (Note 3)
Land $ 2,085,836 $ 2,085,836
Buildings and improvements 3,762,726 3,762,726
Accumulated depreciation (820,420) (761,761)
----------- -----------
Net investment properties 5,028,142 5,086,801
----------- -----------
NET INVESTMENT IN DIRECT FINANCING LEASES: (Note 7) 8,404 25,017
----------- -----------
OTHER ASSETS:
Cash and cash equivalents 348,842 1,155,128
Cash restricted for real estate taxes 7,250 81,477
Cash held in Indemnification Trust (Note 9) 283,466 276,248
Rents and other receivables 14,918 27,186
Deferred rent receivable 39,650 41,108
Deferred fees 22,417 23,310
Prepaid assets 1,629 4,192
----------- -----------
Total other assets 718,172 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 4,849,026 4,509,417
Allowance for uncollectible restoration receivable (4,849,026) (4,509,417)
----------- -----------
Due from former affiliates, net 0 0
----------- -----------
Total assets $ 5,754,718 $ 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
June 30, 1997 and December 31, 1996
-----------------------------------
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
1997 1996
----------- ------------
<S> <C> <C>
LIABILITIES:
Accounts payable and accrued expenses $ 34,667 $ 30,280
Due to current General Partner 330 49,327
Security deposits 46,979 46,979
Unearned rental income 48,846 26,589
Real estate taxes payable 0 81,217
----------- -----------
Total liabilities 130,822 234,392
----------- -----------
CONTINGENT LIABILITIES: (Note 8)
PARTNER'S CAPITAL: (Notes 1, 4 and 12)
Current General Partner -
Cumulative net income (loss) 11,035 9,400
Cumulative cash distributions (4,876) (4,222)
----------- -----------
6,159 5,178
----------- -----------
Limited Partners (17,102.52 interests outstanding)
Capital contributions, net of offering costs 14,408,872 14,408,872
Cumulative net loss (662,660) (824,530)
Cumulative cash distributions (7,862,984) (6,837,984)
Reallocation of former general partners' deficit
capital (265,491) (265,491)
----------- -----------
5,617,737 6,480,867
----------- -----------
Total partners' capital 5,623,896 6,486,045
----------- -----------
Total liabilities and partners' capital $ 5,754,718 $ 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 Six Months Ended
------------------ ---------------------
June 30, June 30,
------------------ ---------------------
1997 1996 1997 1996
-------- -------- ------- -----------
<S> <C> <C> <C> <C>
REVENUES:
Rental income $157,388 $173,038 $318,387 $ 343,616
Interest income on direct financing leases 558 23,835 1,708 50,888
Interest income 5,380 19,282 14,095 27,335
Other income 87 372 381 649
Recovery of amounts previously written off 8,439 16,947 11,010 746,038
-------- -------- -------- ----------
171,852 233,474 345,581 1,168,526
-------- -------- -------- ----------
EXPENSES:
Partnership management fees 15,960 15,450 31,580 30,620
Restoration fees 0 678 103 53,013
Insurance 1,239 1,378 2,566 2,646
General and administrative (Note 8) 16,107 16,305 26,323 25,235
Advisory Board fees and expenses 2,600 3,647 6,022 8,589
Professional services 12,289 13,061 24,569 26,248
Professional services related to investigation 11,431 (67,461) 31,361 583,209
Depreciation 29,329 29,329 58,659 58,659
Amortization 447 0 893 0
-------- -------- -------- ----------
89,402 12,387 182,076 788,219
-------- -------- -------- ----------
NET INCOME $ 82,450 $221,087 $163,505 $ 380,307
======== ======== ======== ==========
NET INCOME - GENERAL PARTNER $ 824 $ 2,211 $ 1,635 $ 3,803
NET INCOME - LIMITED PARTNERS 81,626 218,876 161,870 376,504
-------- -------- -------- ----------
$ 82,450 $221,087 $163,505 $ 380,307
======== ======== ======== ==========
NET INCOME PER LIMITED PARTNERSHIP
INTEREST, based on 17,102.52 interests outstanding $4.77 $12.80 $9.46 $22.01
===== ====== ===== ======
</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>
Six Months Ended June 30,
--------------------------------
1997 1996
------------ ----------
<S> <C> <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net income $ 163,505 $ 380,307
Adjustments to reconcile net income to net cash from (used in)
operating activities -
Depreciation and amortization 59,552 58,659
Recovery of amounts previously written off (11,010) (746,038)
Interest applied to Indemnification Trust Account (7,218) (6,520)
(Increase)/Decrease in rents, other receivables and prepaid assets 14,801 (21,857)
(Increase)/Decrease in deferred rent receivable 1,458 347
Deposits applied for real estate taxes 74,227 40,195
Increase/(Decrease) in accounts payable and accrued expenses 4,387 (228,498)
Decrease in security deposits 0 (5,690)
Increase/(Decrease) in due to General Partner (48,997) 884
Increase in unearned rental income 22,257 0
(Decrease) in real estate taxes payable (81,217) (3,184)
----------- ----------
Net cash provided from operating activities 191,745 617,445
----------- ----------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Principal payments received on direct financing leases 25,052 189,647
Deposit to Indemnification Trust Account 0 (20,000)
Deposit to restoration escrow account 0 (841,181)
Recoveries from former affiliates 2,571 1,813,177
Principal receipts from note 0 19,050
----------- ----------
Net cash provided from investing activities 27,623 1,160,693
----------- ----------
CASH FLOWS (USED IN) FINANCING ACTIVITIES:
Payments of amounts due to affiliated partnerships 0 (201,912)
Cash distributions to General Partner (654) (1,521)
Cash distributions to Limited Partners (1,025,000) (225,000)
----------- ----------
Net cash (used in) financing activities (1,025,654) (428,433)
----------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (806,286) 200,865
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,155,128 312,290
----------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 348,842 $ 513,155
=========== ==========
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 June 30, 1997, the Partnership owned seven (7) properties and
specialty leasehold improvements for use in all seven (7) 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 $14,800,000, of which
approximately $6,900,000 has been attributed to the Partnership and is reflected
as due from former affiliates on the balance sheet at June 30, 1997. The 9%
interest accrued as of June 30, 1997, amounted to approximately $2,499,000 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.
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
7
<PAGE>
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 June 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 June 30, 1997, the Partnership owned seven (7) fast-food restaurants
comprised of: three (3) Hardee's restaurants, one (1) Applebee's restaurant,
and three (3) Denny's restaurants. The seven (7) properties are located in five
(5) 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.
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.
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.
8
<PAGE>
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 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
9
<PAGE>
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
June 30, 1997, the Partnership has leased two of its properties to Hardees Food
Systems, Inc., which constitute 21% of the aggregate gross proceeds.
6. TRANSACTIONS WITH CURRENT GENERAL PARTNER:
------------------------------------------
Amounts paid to the current General Partner for the six months ended June 30,
1997 and 1996, are as follow:
<TABLE>
<CAPTION>
Incurred as of Incurred as of
Current General Partner June 30, 1997 June 30, 1996
----------------------- -------------- --------------
<S> <C> <C>
Management fees $31,580 $30,620
Restoration fees 103 53,013
Cash distribution 654 1,521
Overhead allowance 2,575 2,552
Reimbursement for out-of-pocket expenses 6,748 4,766
------- -------
$41,660 $92,472
======= =======
</TABLE>
10
<PAGE>
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 June
30, 1997:
<TABLE>
<S> <C>
Minimum lease payments receivable $ 0
Estimated residual values of leased
property (non-recourse) 8,404
Less - Unearned income 0
------
Net investment in direct financing leases $8,404
======
Scheduled future minimum lease payments are as follows:
Year ending
December 31,
1997 $8,404
======
</TABLE>
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, 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 June 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 June 30, 1997.
11
<PAGE>
Funds are invested in U.S. Treasury securities. In addition, interest totaling
$33,466 has been credited to the Trust as of June 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 June 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.
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 June 30,
12
<PAGE>
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 June 30, 1997, interest in the amount of $252,000 had
accrued but was unpaid on the Note. Interest is accrued at the face rate of the
Note. If DiVall 1 loses the case against Boatmen's, additional interest totaling
approximately $274,000, representing the default rate of interest may be due.
Boatmen's has 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. DiVall 1 is awaiting the judge's ruling on the matter. Pursuant
to the Restoration Trust Account procedures described above, all of the
Partnerships are sharing the expenses of this litigation and any recoveries
resulting effectively from the partial or 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.
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.
13
<PAGE>
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 August 15, 1997, the Partnership made a distribution to the Limited Partners
for the Second Quarter 1997 of $125,000 amounting to approximately $7.31 per
limited partnership interest.
During July, 1997, the Partnership sold the Hardee's property in Wahoo,
Nebraska.
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 June
30, 1997, were originally purchased at a price, including acquisition costs, of
approximately $5,869,000.
The net investment in direct financing leases, which includes the Partnership's
specialty leasehold improvement leases, amounted to $8,000 at June 30, 1997,
compared to $25,000 at December 31, 1996. The decrease of $17,000 was a result
of principal payments received during the quarter as well as the termination of
the equipment lease with the Hardee's in Wahoo, Nebraska.
Other Assets
- - ------------
Cash and cash equivalents, including cash restricted for real estate taxes held
by the Partnership, were $356,000 at June 30, 1997, compared to $1,237,000 at
December 31, 1996. The Partnership designated cash of $125,000 to fund the
Second Quarter 1997 distributions to Limited Partners; $87,000 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.
14
<PAGE>
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 June
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
$4,849,000 at June 30, 1997, and includes $2,499,000 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 June 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.
Liabilities
- - -----------
Accounts payable and accrued expenses at June 30, 1997, in the amount of
$35,000, 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 $1,025,000 and $654, respectively, have also been made in
accordance with the amended Partnership Agreement. The Second Quarter 1997
distribution of $125,000 was paid to the Limited Partners on August 15, 1997.
15
<PAGE>
Results of Operations:
- - ----------------------
The Partnership reported net income for the quarter ended June 30, 1997, in the
amount of $82,000 compared to net income for the quarter ended June 30, 1996 of
$221,000. Net income for the six months ended June 30, 1997 and 1996 totaled
$164,000 and $380,000, 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 contigent 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 $172,000, and $233,000, for the quarters ended June 30,
1997, and 1996, respectively and were $346,000 and $1,169,000 for the six months
ended June 30, 1997 and 1996, respectively. The increase in income in 1996 is
attributable to the recovery of amounts from the Partnerships' former
accountants and attorneys which had been previously been written-off.
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 June 30, 1997 and 1996, cash expenses amounted to
approximately 35% and -7% of total revenues, respectively. For the six months
ended June 30, 1997 and 1996, cash expenses totaled 35% and 62% of total
revenues, respectively. Total expenses, including non-cash items, amounted to
52% and 5% of total revenues for the quarters ended June 30, 1997 and 1996,
respectively and totaled 53% and 67% of total revenues for the six months ended
June 30, 1997 and 1996, respectively. Items negatively impacting expenses during
the First Quarter of 1996, are expenses incurred primarily in relation to the
misappropriation of assets by the former general partners and their affiliates.
The reversal of an over accrual of these expenses favorably impacted the Second
Quarter of 1996 results.
For the six months ended June 30, 1997 and 1996, expenses incurred in relation
to the misappropriated assets amounted to $31,000 and $583,000, 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.
16
<PAGE>
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 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 August 15, 1997,
regarding the Second Quarter 1997 distribution.
(b) Report on Form 8-K:
The Registrant filed no reports on Form 8-K during the second quarter of
fiscal year 1997.
17
<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: August 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: August 14, 1997
By: /s/ Kristin J. Atkinson
------------------------------------
Kristin J. Atkinson
Vice President - Finance and Administration
Date: August 14, 1997
18
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
June 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 6-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-START> APR-01-1997 JAN-01-1997
<PERIOD-END> JUN-30-1997 JUN-30-1997
<CASH> 356,092 356,092
<SECURITIES> 283,466 283,466
<RECEIVABLES> 6,950,961 6,950,961
<ALLOWANCES> 6,863,943 6,863,943
<INVENTORY> 0 0
<CURRENT-ASSETS> 726,576 726,576
<PP&E> 5,848,562 5,848,562
<DEPRECIATION> 820,420 820,420
<TOTAL-ASSETS> 5,754,718 5,754,718
<CURRENT-LIABILITIES> 130,822 130,822
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 5,623,896 5,623,896
<TOTAL-LIABILITY-AND-EQUITY> 5,754,718 5,754,718
<SALES> 157,946 320,095
<TOTAL-REVENUES> 171,852 345,581
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 89,402 182,076
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 82,450 163,505
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 82,450 163,505
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 82,450 163,505
<EPS-PRIMARY> 4.77 9.46
<EPS-DILUTED> 4.77 9.46
</TABLE>
<PAGE>
DiVall Income Properties 3, L.P.
QUARTERLY NEWS
A publication of The Provo Group, Inc. SECOND QUARTER 1997
BOATMEN'S LITIGATION AWAITS RULING FROM JUDGE
Kansas City, Missouri
An affiliated partnership of DiVall The former general partners had
Income Properties 3, L.P. went to borrowed $600,000 during or before
trial on June 23, 1997 against 1991 from Metro North State Bank (the
Boatmen's First National Bank of note is now held by Boatmen's). The
Kansas City (Boatmen's). The trial proceeds of the Note were never
was over within two days, however, received by DiVall 1.
no judgment has been made at this
time To date, DiVall 1 has shared the
expenses of this litigation with its
DiVall Insured Income Fund, L.P. affiliated partnerships, DiVall
(DiVall 1), the affiliated Income Properties 3, L.P. and DiVall
partnership, had previously filed a Insured Income Properties 2, L.P. It
complaint during March 1994 in the will also share any recoveries
United States District Court for the resulting from a partial or full
Western District of Missouri against cancellation of the alleged
Boatmen's seeking a declaratory indebtedness in accordance with the
judgment that Boatmen's had no right allocation percentages previously
or interest in a promissory note defined for the Restoration Trust.
executed in the name of DiVall 1 by
the former general partners secured Management is currently awaiting the
by mortgages on five properties in judge's ruling.
DiVall 1.
--------------------------
OTHER NEWS INSIDE...
. "CKE" Acquires Hardee's Restaurants .......Property Highlights, pg 3
. Cypress Restaurants to Buy Denny's? .......Property Highlights, pg 3
. Nebraska Hardee's Sold to Burger King .....Property Highlights, pg 3
. Third-Party Solicitations ...............Questions and Answers, pg 4
<PAGE>
Page 2 DiVall 3 2 Q 97
-----------------------------
Distribution Highlights
. 4.7% (approx.) annualized return . $7.31 per unit (approx.) for the
from operations and other sources Second Quarter 1997 from both cash
based on $10,600,000 ("net" flow from operations and investing
remaining initial investment). activities.
. $546.00 to $382.00 range of
. $125,000 total amount distributed distributions per unit from the first
for the Second Quarter 1997 which unit sold to the last unit sold
was $50,000 more than budgeted. before the offering closed (April
1992), respectively.
The higher than budgeted
distributions are primarily a result Distributions are from both cash flow
of the rent received from the from operations and "net" cash
Hardee's restaurant (Wahoo, NE) activity from financing and investing
which was scheduled to be sold activities. (NOTE: Original units
earlier this year. (NOTE: This were purchased for $1,000/unit.)
property has subsequently been sold.
See "Property Highlights" below.)
----------------------------
Statements of Income and Cash Flow Highlights
. 27% increase in operating revenues . 9% decrease in operating
from projections. expenses from projections.
. $30,000 increase in rental income as . Equipment residuals in the
a result of unbudgeted rent received amount of $7,500 were
from the Hardee's restaurant (Wahoo, collected during the quarter.
NE) which was initially scheduled to These residuals had been
be sold and from budgeted vacancies previously written off by the
which have not occurred. Partnership.
<PAGE>
Page 3 DiVall 3 2 Q 97
----------------------------
Property Highlights
Vacancies
---------
There were no vacancies at June 30, 1997.
--
Rents Receivable
----------------
There were no delinquent rents at June 30, 1997.
--
Sale of Property
----------------
. The Partnership sold its Hardee's restaurant (Wahoo, NE) to a Burger King
franchise for $405,000 during July 1997. This property was previously
leased to Midland Food Systems, Inc., who had initiated the property sale
with management as a result of a decline in sales over the last year.
Other Property Matters
----------------------
. Hardee's Food Systems, Inc., was formally acquired in July 1997 by CKE
Restaurants, owner of Carl's Jr. restaurants. The Partnership anticipates
the buy out and the marriage of Hardee's breakfast menu and Carl's Jr.'s
lunch/dinner menus may "boost" sales nationwide. This acquisition impacts
the Partnership's Hardee's restaurants in Oak Creek and St. Francis,
Wisconsin.
. Cypress Restaurants, Inc., tenant of Denny's restaurant (Sanford, FL), and
the Partnership have agreed "in principle" to a sale of this property to
Cypress Restaurants. Although the proposed transaction has several
contingencies, management anticipates a closing during the Fourth Quarter
of 1997.
----------------------
Restoration Highlights
. There were no recoveries received . The trial against Boatmen's First
during the Second Quarter 1997. National Bank of Kansas City was
held on June 23 and 24, 1997.
. "Total" recoveries received to
date for the Partnership are No ruling has been issued.
approximately $2,400,000.
<PAGE>
Page 4 DiVall 3 2 Q 97
----------------------------
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 June 30, 1997.
<TABLE>
<CAPTION>
================================================================================
Distribution Capital
------------ -------
Analysis Balance
-------- -------
<S> <C> <C>
Original Capital Balance - $17,102,520
Cash Flow From Operations Since Inception $ 1,496,978 -
Total Distributions Since Inception (7,987,983) -
-----------
(Return) of Capital $(6,491,005) (6,491,005)
=========== -----------
"Net" Remaining Initial Investment
by Original Partners - $10,611,515
===========
================================================================================
</TABLE>
(NOTE: For a more individualized discussion of return of capital contact
Investor Relations.)
----------------------------
Questions & Answers
1. Why am I receiving solicitations 2. When can I expect my next
to buy my units? distribution mailing?
Any solicitations that you receive Your next scheduled distribution
to buy your units are a result of correspondence for the Third
a third-party (not affiliated with Quarter of 1997 will be mailed on
TPG, Inc.) who is interested in November 15, 1997.
acquiring units at a discounted
rate. As General Partner, we
encourage you to thoroughly review
all your options.
<PAGE>
Page 5 DiVall 3 2 Q 97
* * *
================================================================================
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 JUNE 30, 1997
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------
PROJECTED ACTUAL VARIANCE
----------------------------------------------
2ND 2ND
QUARTER QUARTER BETTER
6/30/97 6/30/97 (WORSE)
------- ------- -------
<S> <C> <C> <C>
OPERATING REVENUES
Rental income $127,477 $157,387 $ 29,910
Direct financing interest 558 558 0
Interest income 6,988 5,380 (1,608)
Recovery of amounts previously written off 0 8,439 8,439
Other income 0 89 89
-------- -------- --------
TOTAL OPERATING REVENUES $135,023 $171,853 $ 36,830
-------- -------- --------
OPERATING EXPENSES
Insurance $ 1,341 $ 1,240 $ 101
Management fees 15,915 15,960 (45)
Restoration fees 0 0 0
Overhead allowance 1,326 1,287 39
Advisory Board 4,250 2,600 1,650
Administrative 15,945 14,819 1,126
Professional services 3,300 2,420 880
Auditing 8,250 8,250 0
Legal 1,625 1,619 6
Defaulted tenants 1,050 0 1,050
-------- -------- --------
TOTAL OPERATING EXPENSES $ 53,002 $ 48,195 $ 4,807
-------- -------- --------
INVESTIGATION AND RESTORATION EXPENSES $ 6,077 $ 11,431 $ (5,354)
-------- -------- --------
NON-OPERATING EXPENSES
Depreciation $ 25,806 $ 29,330 $ (3,524)
Amortization 0 447 (447)
-------- -------- --------
TOTAL NON-OPERATING EXPENSES $ 25,806 $ 29,777 $ (3,971)
-------- -------- --------
TOTAL EXPENSES $ 84,885 $ 89,403 $ (4,518)
-------- -------- --------
NET INCOME $ 50,138 $ 82,450 $ 32,312
OPERATING CASH RECONCILIATION: VARIANCE
--------
Depreciation and amortization 25,806 29,777 3,971
Recovery of amounts previously written off 0 (8,439) (8,439)
(Increase) Decrease in current assets 20,918 6,918 (14,000)
Increase (Decrease) in current liabilities (30,047) 11,577 41,624
(Increase) Decrease in cash reserved for payables 10,300 (11,500) (21,800)
Advance from/(to) future cash flows for current distributions (13,000) 0 13,000
-------- -------- --------
Net Cash Provided From Operating Activities $ 64,115 $110,783 $ 46,668
-------- -------- --------
CASH FLOWS FROM (USED IN) INVESTING
AND FINANCING ACTIVITIES
Recoveries from former G.P. affiliates 0 0 0
Principal received on equipment leases 8,567 12,822 4,255
Principal payments received on notes receivable 0 0 0
-------- -------- --------
Net Cash Provided from Investing And Financing
Activities $ 8,567 $ 12,822 $ 4,255
-------- -------- --------
Total Cash Flow For Quarter $ 72,682 $123,605 $ 50,923
Cash Balance Beginning of Period 218,286 320,990 102,704
Less 1st quarter distribution paid 5/97 (75,000) (100,000) (25,000)
Change in cash reserved for payables or distributions 2,700 11,500 8,800
-------- -------- --------
Cash Balance End of Period $218,668 $356,095 $137,427
Cash reserved for 2nd quarter L.P. distributions (75,000) (125,000) (50,000)
Cash advanced from (reserved for) future distributions 28,000 0 (28,000)
Cash reserved for payment of payables (25,700) (86,500) (60,800)
-------- -------- --------
Unrestricted Cash Balance End of Period $145,968 $144,595 $ (1,373)
======== ======== =========
- - -----------------------------------------------------------------------------------------------------------------------
PROJECTED ACTUAL VARIANCE
----------------------------------------------
* Quarterly Distribution $ 75,000 $125,000 $ 50,000
Mailing Date 8/15/97 (ENCLOSED) -
- - -----------------------------------------------------------------------------------------------------------------------
* Refer to distribution letter for detail of quarterly distribution.
</TABLE>
<PAGE>
PROJECTIONS FOR
DISCUSSION PURPOSES
DIVALL INCOME PROPERTIES 3 LIMITED PARTNERSHIP
1997 PROPERTY SUMMARY
AND RELATED ESTIMATED RECEIPTS
--------------------------------------
ORIGINAL CAPITAL $17,102,520
NET DISTRIBUTION OF
CAPITAL SINCE
INCEPTION $ 6,491,005
----------------
CURRENT EQUITY $10,611,515
---------------------================
PORTFOLIO (Note 1)
<TABLE>
<CAPTION>
------------------------------
REAL ESTATE
------------------------------
ANNUAL
- - --------------------------------- BASE %
CONCEPT LOCATION COST RENT YIELD
- - --------------------------------- ------------------------------
<S> <C> <C> <C> <C>
APPLEBEE'S PITTSBURGH, PA 891,333 116,040 13.02%
" "
DENNY'S CO SPRINGS, CO 580,183 77,460 13,35%
DENNY'S ENGLEWOOD, CO 213,211 35,880 16,83%
DENNY'S SANFORD, FL 1,136,433 140,340 12,35%
" "
HARDEE'S (3) ST. FRANCIS, WI 1,194,381 92,000 7.70%
" "
HARDEE'S (3) OAK CREEK, WI 1,341,906 88,000 6.56%
" "
HARDEE'S WAHOO, NE 511,616 68,280 13.35%
- - --------------------------------- ---------------------------------
- - --------------------------------- ---------------------------------
PORTFOLIO TOTALS (7 Properties) 5,869,063 618,000 10.53%
- - --------------------------------- ---------------------------------
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
EQUIPMENT
----------------------------------------------------------------------------
LEASE ANNUAL
- - --------------------------------- EXPIRATION LEASE %
CONCEPT LOCATION DATE COST RECEIPTS RETURN
- - --------------------------------- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
APPLEBEE'S PITTSBURGH, PA 290,469 0.00%
" " 58,094 0.00%
DENNY'S CO SPRINGS, CO 05/31/97 210,976 53,520 25.37%
DENNY'S ENGLEWOOD, CO 210,976 0.00%
DENNY'S SANFORD, FL 263,720 0.00%
" " 79,116 0.00%
HARDEE'S (3) ST. FRANCIS, WI (2) 369,688 0 0.00%
" " (2) 84,500 0 0.00%
HARDEE'S (3) OAK CREEK, WI (2) 482,078 0 0.00%
" " (2) 105,488 0 0.00%
HARDEE'S WAHOO, NE 290,468 0 0.00%
- - --------------------------------- -----------------------------------------------------------------------------
- - --------------------------------- -------------------------------------------------------------
PORTFOLIO TOTALS (7 Properties) 2,445,573 53,520 2.19%
- - --------------------------------- -------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-------------------------------------------------------------
TOTALS
-------------------------------------------------------------
- - ---------------------------------- ANNUAL %
CONCEPT LOCATION COST RECEIPTS RETURN
- - ---------------------------------- -------------------------------------------------------------
<S> <C> <C> <C> <C>
APPLEBEE'S PITTSBURGH, PA 1,239,896 116,040 9.36%
" "
DENNY'S CO SPRINGS, CO 791,159 130,980 16.56%
DENNY'S ENGLEWOOD, CO 424,187 35,880 8.46%
DENNY'S SANFORD, FL 1,479,269 140,340 9.49%
" "
HARDEE'S (3) ST. FRANCIS, WI 1,648,569 92,000 5.58%
" "
HARDEE'S (3) OAK CREEK, WI 1,929,472 88,000 4.56%
" "
HARDEE'S WAHOO, NE 802,084 62,280 8.51%
- - --------------------------------- -------------------------------------------------------------
- - --------------------------------- -------------------------------------------------------------
PORTFOLIO TOTALS (7 PROPERTIES) 8,314,636 671,520 8.08%
- - --------------------------------- -------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-------------------
TOTAL %
ON $10,611,515
- - ---------- ---------------------- EQUITY
CONCEPT LOCATION RAISE
- - ---------- ---------------------- -------------------
<S> <C> <C>
APPLEBEE'S PITTSBURGH, PA
" "
DENNY'S CO SPRINGS, CO
DENNY'S ENGLEWOOD, CO
DENNY'S SANFORD, FL
" "
HARDEE'S (3) ST. FRANCIS, WI
" "
HARDEE'S (3) OAK CREEK, WI
" "
HARDEE'S WAHOO, NE
- - --------------------------------- ---------------
- - --------------------------------- ---------------
PORTFOLIO TOTALS (7 Properties) 6.33%
- - --------------------------------- ---------------
</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.
