<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, 1998
---------------------------------------
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, 1998 And December 31, 1997
-----------------------------------
ASSETS
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
1998 1997
----------- ------------
INVESTMENT PROPERTIES: (Note 3)
<S> <C> <C> <C>
Land $ 1,553,680 $ 2,030,982
Buildings and improvements 2,650,334 3,309,464
Accumulated depreciation (672,214) (761,861)
----------- -----------
Net investment properties 3,531,800 4,578,585
----------- -----------
OTHER ASSETS:
Cash and cash equivalents 227,899 595,420
Cash held in Indemnification Trust (Note 8) 298,473 290,662
Rents and other receivables 10,116 23,062
Deferred rent receivable 21,617 31,029
Deferred fees 20,631 21,524
Prepaid assets 1,460 3,649
----------- -----------
Total other assets 580,196 965,346
----------- -----------
DUE FROM FORMER AFFILIATES: (Note 2)
Due from former general partner affiliates 1,734,417 1,734,417
Allowance for uncollectible amounts due from former affiliates (1,734,417) (1,734,417)
Restoration cost receivable 5,497,205 5,181,441
Allowance for uncollectible restoration receivable (5,497,205) (5,181,441)
----------- -----------
Due from former affiliates, net
0 0
Total assets ----------- -----------
$ 4,111,996 $ 5,543,931
=========== ===========
</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, 1998 And December 31, 1997
-----------------------------------
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
1998 1997
------------- -------------
LIABILITIES:
<S> <C> <C>
Accounts payable and accrued expenses $ 17,484 $ 25,331
Due to current General Partner 99 1,395
Security deposits 16,635 36,819
Unearned rental income 42,528 42,254
------------ -----------
Total liabilities 76,746 105,799
------------ -----------
CONTINGENT LIABILITIES: (Note 7)
PARTNER'S CAPITAL: (Notes 1, 4 and 11)
Current General Partner -
Cumulative net income (loss) 17,976 15,445
Cumulative cash distributions (7,652) (6,640)
------------ -----------
10,324 8,805
------------ -----------
Limited Partners (17,102.52 interests outstanding)
Capital contributions, net of offering costs 14,408,872 14,408,872
Cumulative net income (loss) 24,529 (226,070)
Cumulative cash distributions (10,142,984) (8,487,984)
Reallocation of former general partners' deficit capital (265,491) (265,491)
------------ -----------
4,024,926 5,429,327
------------ -----------
Total partners' capital 4,035,250 5,438,132
------------ -----------
Total liabilities and partners' capital $ 4,111,996 $ 5,543,931
============ ===========
</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,
-------- --------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUES:
Rental income $105,187 $157,388 $209,206 $318,387
Interest income on direct financing leases 0 558 0 1,708
Interest income 10,758 5,380 27,127 14,095
Other income 0 87 42 381
Gain on sale of assets 0 0 238,698 0
Recovery of amounts previously written off 0 8,439 0 11,010
-------- -------- -------- --------
115,945 171,852 475,073 345,581
-------- -------- -------- --------
EXPENSES:
Partnership management fees 16,215 15,960 32,260 31,580
Restoration fees 0 0 0 103
Insurance 1,095 1,239 2,190 2,566
General and administrative 14,422 16,107 26,537 26,323
Advisory Board fees and expenses 4,553 2,600 8,911 6,022
Professional services 24,830 12,289 47,419 24,569
Professional services related to investigation 807 11,431 1,286 31,361
Appraisals (124) 0 13,776 0
Environmental inspections 8,250 0 8,250 0
Disposition fees 0 0 37,500 0
Depreciation 20,592 29,329 42,921 58,659
Amortization 447 447 893 893
-------- -------- -------- --------
91,087 89,402 221,943 182,076
-------- -------- -------- --------
NET INCOME $ 24,858 $ 82,450 $253,130 $163,505
======== ======== ======== ========
NET INCOME - GENERAL PARTNER $ 249 $ 824 $ 2,531 $ 1,635
NET INCOME - LIMITED PARTNERS 24,609 81,626 250,599 161,870
-------- -------- -------- --------
$ 24,858 $ 82,450 $253,130 $163,505
======== ======== ======== ========
NET INCOME PER LIMITED PARTNERSHIP INTEREST,
based on 17,102.52 interests outstanding $1.44 $4.77 $14.65 $9.46
===== ===== ====== =====
</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,
--------------------------
1998 1997
----------- -----------
<S> <C> <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net income $ 253,130 $ 163,505
Adjustments to reconcile net income to net cash from (used in)
operating activities -
Depreciation and amortization 43,814 59,552
Gain on sale of assets (238,698) 0
Recovery of amounts previously written off 0 (11,010)
Interest applied to Indemnification Trust Account (7,811) (7,218)
Decrease in rents, other receivables and prepaid assets 15,135 14,801
Decrease in deferred rent receivable 9,412 1,458
Deposits applied for real estate taxes 0 74,227
Increase/(Decrease) in accounts payable and accrued expenses (7,847) 4,387
Decrease in security deposits (20,184) 0
(Decrease) in due to General Partner (1,296) (48,997)
Increase in unearned rental income 274 22,257
(Decrease) in real estate taxes payable 0 (81,217)
----------- -----------
Net cash provided from operating activities 45,929 191,745
----------- -----------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Principal payments received on direct financing leases 0 25,052
Recoveries from former affiliates 0 2,571
Proceeds from sale of assets 1,242,562 0
----------- -----------
Net cash provided from investing activities 1,242,562 27,623
----------- -----------
CASH FLOWS (USED IN) FINANCING ACTIVITIES:
Cash distributions to General Partner (1,012) (654)
Cash distributions to Limited Partners (1,655,000) (1,025,000)
----------- -----------
Net cash (used in) financing activities (1,656,012) (1,025,654)
----------- -----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (367,521) (806,286)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 595,420 1,155,128
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 227,899 $ 348,842
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
DIVALL INCOME PROPERTIES 3 LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
These unaudited interim financial statements should be read in conjunction with
DiVall Income Properties 3 Limited Partnership's (the "Partnership") 1997 annual
audited financial statements within Form 10-K.
These unaudited financial statements include all adjustments which are, in the
opinion of management, necessary to present a fair statement of financial
position as of June 30, 1998, and the results of operations for the three-and
six-month periods ended June 30, 1998, and 1997, and cash flows for the six-
month periods ended June 30, 1998 and 1997. Results of operations for the
periods are not necessarily indicative of the results to be expected for the
full year.
The following significant event(s) have occurred subsequent to fiscal year 1997,
which require disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a) (5):
During the First Quarter of 1998, the Partnership sold its Denny's property in
Sanford, Florida for $1,250,000. The sale took place in January 1998, resulting
in a gain, before disposition fees of approximately $239,000.
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. 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, 1998, the Partnership owned five (5) properties and
specialty leasehold improvements for use in all five (5) of the Properties.
6
<PAGE>
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.
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,
as defined, 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, 1997, 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
7
<PAGE>
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 $15,400,000, of which approximately $7,232,000 has been
attributed to the Partnership and is reflected as due from former affiliates on
the balance sheet at June 30, 1998. The 9% interest accrued as of June 30,
1998, amounted to approximately $3,129,000 and is not reflected in the
accompanying income statement. As of December 31, 1997, $6,916,000 was
reflected as due from former affiliates based on an estimated overall
misappropriation and related costs of $14,800,000.
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 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, 1998, $5,766,000 of recoveries have been
received which exceeded the original estimate of $3 million. As a result, the
Partnership has recognized $1,283,000 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, 1998, the Partnership owned five (5) fast-food restaurants
comprised of: two (2) Hardee's restaurants, one (1) Applebee's restaurant, and
two (2) Denny's restaurants. The five (5) properties are located in three (3)
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.
During January 1998, the Partnership sold its Denny's property in Sanford,
Florida, to the tenant for $1,250,000, resulting in a gain, before disposition
fees, of approximately $239,000.
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
8
<PAGE>
Partnership Agreement, TPG continues to provide management services for the same
fee structure as provided in the PMA mentioned above. Effective March 1, 1998,
the minimum management fee and the maximum reimbursement for office rent and
overhead increased by 1.6% 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 $87,897 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.
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
9
<PAGE>
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 7.)
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 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>
1998 $ 409,380
1999 409,380
2000 409,380
2001 409,380
2002 409,380
Thereafter 3,141,338
----------
$5,188,238
==========
</TABLE>
Two (2) of the Partnership's properties are leased to a Denny's franchise. Base
rent from these properties amounted to approximately 21% of total base rent in
1997.
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, 1998, 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 six months ended June 30,
1998 and 1997, are as follow:
<TABLE>
<CAPTION>
Current General Partner Incurred as of Incurred as of
----------------------- June 30, 1998 June 30, 1997
-------------- --------------
<S> <C> <C>
Management fees $32,260 $31,580
Disposition fees 37,500 0
Restoration fees 0 103
Cash distribution 1,012 654
Overhead allowance 2,603 2,575
Reimbursement for out-of-pocket expenses 6,522 6,748
------- -------
$79,897 $41,660
======= =======
</TABLE>
7. 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, 1998, 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, which is considered unlikely.
8. 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
11
<PAGE>
June 30, 1998. Funds are invested in U.S. Treasury securities. In addition,
interest totaling $48,473 has been credited to the Trust as of June 30, 1998.
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.
9. 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, 1998, the Partnerships
recovered a total of approximately $5,726,000 from the former general partners
and their affiliates. Of this amount, the Partnership received its pro-rata
share in the amount of $2,677,000. 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 7.
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.
10. 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
12
<PAGE>
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.
In 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.
11. 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.
12. SUBSEQUENT EVENTS:
------------------
On August 15, 1998, the Partnership made a distribution to the Limited Partners
for the Second Quarter 1998 of $40,000 amounting to approximately $2.34 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 June
30, 1998, were originally purchased at a price, including acquisition costs, of
approximately $6,091,000.
13
<PAGE>
During January 1998, the Partnership sold its Denny's property in Sanford,
Florida, to the tenant for $1,250,000, resulting in a gain, before disposition
fees, of approximately $240,000.
Other Assets
- - ------------
Cash and cash equivalents held by the Partnership, were $228,000 at June 30,
1998, compared to $595,000 at December 31, 1997. The Partnership designated
cash of $40,000 to fund the Second Quarter 1998 distributions to Limited
Partners; $65,000 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 and sales of investment properties 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 8 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 $1,734,000 at June
30, 1998 and December 31, 1997. No further material recoveries are anticipated.
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
$5,181,000 at December 31, 1997 to $5,497,000 at June 30, 1998, and includes
$3,129,000 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, 1998, $5,766,000 of recoveries have been
received which exceeded the original estimate of $3 million. As a result, the
Partnership has recognized $1,283,000 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 9 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.
14
<PAGE>
Liabilities
- - -----------
Accounts payable and accrued expenses at June 30, 1998, in the amount of
$17,000, 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 11 to the financial statements for additional information
regarding the reallocation.
Cash distributions paid to the Limited Partners and to the General Partner
during 1998, of $1,655,000 and $1,012, respectively, have also been made in
accordance with the amended Partnership Agreement. The Second Quarter 1998
distribution of $40,000 was paid to the Limited Partners on August 15, 1998.
Results of Operations:
- - ----------------------
The Partnership reported net income for the quarter ended June 30, 1998, in the
amount of $25,000 compared to net income for the quarter ended June 30, 1997 of
$82,000. Net income for the six months ended June 30, 1998 and 1997 totaled
$253,000 and $164,000, respectively.
Revenues
- - --------
Total revenues were $116,000, and $172,000, for the quarters ended June 30,
1998, and 1997, respectively and were $475,000 and $346,000 for the six months
ended June 30, 1998 and 1997, respectively. The increase in income in 1998 is
attributable to a gain recognized on the sale of a Denny's property to the
tenant in the amount of $239,000, partially offset by a reduction in rental
income due to properties which have been sold.
Total revenues, should approximate $400,000 annually or $100,000 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, 1998 and 1997, cash expenses amounted to
approximately 60% and 35% of total revenues, respectively. For the six months
ended June 30, 1998 and 1997, cash expenses totaled 37% and 35% of total
revenues, respectively. Total expenses, including non-cash items, amounted to
79% and 52% of total revenues for the quarters ended June 30, 1998 and 1997,
respectively and totaled 47% and 53% of total revenues for the six months ended
June 30, 1998 and 1997, respectively. Items negatively impacting expenses
during 1998 included disposition fees of $37,500 on the sale of the Denny's
property in Sanford, Florida, fees incurred for the appraisal and environmental
inspection of the Partnership properties totaling $22,000, and legal fees in
relation to the proposed liquidation.
15
<PAGE>
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.
Year 2000
- - ---------
The Partnership's operations are not dependent on date sensitive software. The
Partnership is not aware of any Year 2000 problems with its current software.
Accounting and Partnership records software are owned and operated by third
parties who provide services to the Partnership under contract. The Partnership
is currently in the process of evaluating Year 2000 issues with these third
party providers. The Partnership believes, however, that even if any Year 2000
problems are not corrected on schedule, the cost and disruption to operations of
the Partnership are expected to be minimal.
Tenants are responsible for the operation of any equipment located at the
Partnership's properties. While the Partnership is not fully aware of the
compliance attainment efforts of its tenants, tenant preparedness for the Year
2000 should have minimal impact on the Partnership and are not expected to be
material to the Partnership's operations, financial condition or liquidity.
16
<PAGE>
PART II - OTHER INFORMATION
Item 1 - 3.
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
As outlined in the consent statement to Limited Partners dated April 24, 1998
(the "Consent Statement"), The Provo Group, Inc. ("General Partner") has
solicited on behalf of DiVall Income Properties 3 Limited Partnership (the
"Partnership"), the consent of the Limited Partners to sell the Partnership's
remaining properties and to liquidate the Partnership. Pursuant to the
Partnership's Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement"), Limited Partners holding more than 50% of the
Partnership's interests ("Units") are required to approve the liquidation. As
of May 31, 1998, the last day in which Limited Partners' responses could be
counted, the Partnership had received the following votes:
<TABLE>
<CAPTION>
VOTE UNITS PERCENT OF
TOTAL
<S> <C> <C>
For 11,424.84 66.802%
Against 533.00 3.116%
Abstain 190.00 1.111%
No Vote Received 4,954.68 28.971%
--------- ------
Total: 17,102.52 100.00%
========= ======
</TABLE>
Reference is made to the definitive Consent Statement filed with the Securities
and Exchange Commission on April 27, 1998.
Item 5.
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Listing of Exhibits:
99.0 Correspondence to the Limited Partners dated August 15, 1998,
regarding the Second Quarter 1998 distribution.
(b) Report on Form 8-K:
The Registrant filed one report on Form 8-K dated June 5, 1998 during the
second quarter of fiscal year 1998.
(c) 27 Financial data Schedule
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: __________________________________________________
Bruce A. Provo, President
Date: August 14, 1998
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: __________________________________________________
Bruce A. Provo, President
Date: August 14, 1998
By: __________________________________________________
Kristin J. Atkinson
Vice President - Finance and Administration
Date: August 14, 1998
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: August 14, 1998
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, 1998
By: /s/Kristin J. Atkinson
--------------------------------------------
Kristin J. Atkinson
Vice President - Finance and Administration
Date: August 14, 1998
19
<PAGE>
[LOGO]
EXHIBIT 99.0
DiVall Income Properties 3, L.P.
QUARTERLY NEWS
- - --------------------------------------------------------------------------------
A publication of The Provo Group, Inc. SECOND QUARTER 1998
Partnership Governance Continues at "20th" Advisory Board Meeting
Kansas City, Missouri
July 28, 1998
On July 28, 1998, the Advisory Board met with management in Kansas City for its
"20th" meeting since early 1993, when the Board was first established by The
Provo Group. The concept, although unique to the limited partnership industry,
has proven to be invaluable to investors.
The Board is currently comprised of representatives from both the investor and
broker communities who have not only a substantial financial interest in one or
more of the partnerships, but also a strong personal interest in providing a
level of governance for these partnerships that were mismanaged by the former
general partners.
This latest meeting, updating the status of the Second Quarter 1998, provided
the Board with the comfort and knowledge that management's efforts at
stabilizing operations to a "normal" level of performance were, once again,
visibly apparent. In addition, it was determined that management's focus was
clearly working toward the most favorable outcome for the limited partners'
investments in the partnerships.
Although the Board members' roles are strictly "advisory", their comments are
very important and respected by management to be representative of what's best
for all limited partners.
----------------------------------
OTHER NEWS INSIDE...
. Portion of Liquidation Costs Pre-Paid ........Distribution Highlights, pg 2
. Hardee's Sales Continue to Decline ...............Property Highlights, pg 3
<PAGE>
[LOGO]
PAGE 2 Divall 3 2 Q 98
--------------------------
Distribution Highlights
. 1.8% (approx.) annualized return from operations based on $8,700,000 ("net"
remaining initial investment).
. $40,000 total amount distributed for the Second Quarter 1998 which was
$20,000 less than budgeted.
. Distributions were lower than previously expected, due to prepayment of
costs associated with the liquidation of the partnership. It should be
noted that incurring these costs now eliminates some of the obstacles to a
timely closing in the future.
. $2.34 per unit (approx.) for the Second Quarter 1998 from cash flow from
operations.
. $674.00 to $510.00 range of distributions per unit from the first unit sold
to the last unit sold before the offering closed (April 1992),
respectively.
[NOTE: Distributions are from both cash flow from operations and "net" cash
activity from financing and investing activities.]
(NOTE: Original units were purchased for $1,000/unit.)
--------------------------
Statements of Income and Cash Flow Highlights
. 2% increase in "total" operating revenues from projections.
. $2,700 more than budgeted interest income was received by the Partnership,
due to interest earned this quarter from the Denny's property which was
sold during the First Quarter 1998.
. 23% increase in "total" expenses from projections.
. Expenses were higher than anticipated due to costs associated with the
proposed liquidation of the partnership. These costs included $10,000 in
legal fees as well as $8,000 for environmental inspections on the
properties.
<PAGE>
[LOGO]
Page 3 DiVall 3 2 Q 98
--------------------------
Property Highlights
Vacancies
---------
There were no vacancies at June 30, 1998.
Rents Receivable
----------------
. DenAmerica Corporation, tenant of Denny's (Englewood, CO), was $3,500
delinquent in scheduled rent at June 30, 1998.
OTHER PROPERTY MATTERS
----------------------
. Hardee's (St. Francis and Oak Creek, WI) continue to experience a decline
in sales, despite the national merger with Carl's Jr. restaurants. These
stores have not yet been converted to the new "Carl's - Hardee's" concept.
--------------------------
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, 1998.
<TABLE>
<CAPTION>
Distribution Capital
------------ -------
Analysis Balance
-------- -------
<S> <C> <C>
Original Capital Balance - $17,102,520
Cash Flow From Operations Since Inception $ 1,749,816 -
Total Distributions Since Inception (10,182,983) -
------------
(Return) of Capital ($8,433,167) (8,433,167)
============ -----------
"Net" Remaining Initial Investment
by Original Partners - $ 8,669,353
===========
</TABLE>
(NOTE: For a more individualized discussion of return of capital contact
Investor Relations.)
<PAGE>
[LOGO]
Page 4 DiVall 3 2 Q 98
--------------------------
Questions & Answers
1. What is the status of the dissolution of the Partnership?
. Once the favorable consents were received by the majority of the
limited partners to liquidate the properties and dissolve the
Partnership, management immediately began marketing the portfolio for
sale.
The next phase was the "sealed" bid process which we are currently
unable to discuss in any detail, due to the mutual confidentiality
agreements that were signed with potential bidders. At this time, we
do not have any information to report to you regarding the final
outcome of the bidding process.
We will communicate further information surrounding the dissolution
when appropriate under the terms of the confidentiality agreements or
allowable based on the critical covenants and dates per the applicable
sales contracts.
2. When can I expect my next distribution mailing?
. Your distribution correspondence for the Third Quarter of 1998 is
scheduled to be mailed on November 13, 1998.
* * *
For questions or additional information, please contact Investor Relations at:
1-800-547-7686 or 1-816-421-7444
All written inquiries may be mailed or faxed to:
The Provo Group, Inc.
101 West 11th Street, Suite 1110
Kansas City, Missouri 64105
(FAX 816-221-2130)
www.tpgdivall.com
<PAGE>
DIVALL INCOME PROPERTIES 3 L.P.
STATEMENTS OF INCOME AND CASH FLOW CHANGES
FOR THE THREE MONTH PERIOD ENDED JUNE 30, 1998
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROJECTED ACTUAL VARIANCE
----------------------------------------------
2ND 2ND
QUARTER QUARTER BETTER
OPERATING REVENUES 6/30/98 6/30/98 (WORSE)
----------- ----------- ---------
<S> <C> <C> <C>
Rental income $ 105,280 $ 105,187 $ (93)
Interest income 7,995 10,758 2,763
Other income 0 0 0
----------- ----------- ---------
TOTAL OPERATING REVENUES $ 113,275 $ 115,945 $ 2,670
----------- ----------- ---------
OPERATING EXPENSES
Insurance $ 1,203 $ 1,095 $ 108
Management fees 16,440 16,215 225
Overhead allowance 1,326 1,309 17
Advisory Board 3,400 4,553 (1,153)
Administrative 15,039 12,101 2,938
Professional services 3,650 5,430 (1,780)
Environmental inspections 0 8,250 (8,250)
Auditing 8,250 8,250 0
Legal 1,850 12,040 (10,190)
Defaulted tenants 1,050 0 1,050
----------- ----------- ---------
TOTAL OPERATING EXPENSES $ 52,208 $ 69,243 $ (17,035)
----------- ----------- ---------
INVESTIGATION AND RESTORATION EXPENSES $ 546 $ 807 $ (261)
----------- ----------- ---------
NON-OPERATING EXPENSES
Depreciation $ 20,592 $ 20,592 $ 0
Amortization 446 446 0
----------- ----------- ---------
TOTAL NON-OPERATING EXPENSES $ 21,038 $ 21,038 $ 0
----------- ----------- ---------
TOTAL EXPENSES $ 73,792 $ 91,088 $ (17,296)
----------- ----------- ---------
NET INCOME $ 39,483 $ 24,857 $ (14,626)
OPERATING CASH RECONCILIATION: VARIANCE
--------
Depreciation and amortization 21,038 21,038 0
(Increase) Decrease in current assets 9,630 2,339 (7,291)
Increase (Decrease) in current liabilities 7,313 (11,975) (19,288)
(Increase) Decrease in cash reserved for payables (7,471) 12,000 19,471
Advance from/(to) future cash flows for current distributions (9,000) (9,000) 0
----------- ----------- ---------
Net Cash Provided From Operating Activities $ 60,993 $ 39,259 $ (21,734)
----------- ----------- ---------
CASH FLOWS FROM (USED IN) INVESTING
AND FINANCING ACTIVITIES
Proceeds from sale of property 0 0 0
----------- ----------- ---------
Net Cash Provided From Investing And Financing
Activities $ 0 $ 0 $ 0
----------- ----------- ---------
Total Cash Flow For Quarater $ 60,993 $ 39,259 $ (21,734)
Cash Balance Beginning of Period 1,427,735 1,461,636 33,901
Less 1st quarter distributions paid 5/98 (1,270,000) (1,270,000) 0
Change in cash reserved for payables or distributions 16,471 (3,000) (19,471)
----------- ----------- ---------
Cash Balance End of Period $ 235,199 $ 227,895 $ (7,304)
Cash reserved for 2nd quarter L.P. distributions (60,000) (40,000) 20,000
Cash advanced from (reserved for) future distributions (5,000) (5,000) 0
Cash reserved for payment of payables (143) (60,000) (59,857)
----------- ----------- ---------
Unrestricted Cash Balance End of Period $ 170,056 $ 122,895 $ (47,161)
=========== =========== =========
- - -------------------------------------------------------------------------------------------------------------
PROJECTED ACTUAL VARIANCE
----------------------------------------------
* Quarterly Distribution $ 60,000 $ 40,000 $ (20,000)
Mailing Date 8/15/98 (enclosed) -
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
* Refer to distribution letter for detail of quarterly distribution.
<PAGE>
[LOGO]
PROJECTIONS FOR
DISCUSSION PURPOSES
DIVALL INCOME PROPERTIES 3 LIMITED PARTNERSHIP
1998 PROPERTY SUMMARY
AND RELATED ESTIMATED RECEIPTS
-------------------------------------
ORIGINAL CAPITAL $17,102,520
NET DISTRIBUTION OF
CAPITAL SINCE
INCEPTION $8,433,167
-----------
CURRENT EQUITY $8,669,353
===========
-------------------------------------
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%
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%
" "
- - -------------------------------------------- ----------------------------------------
- - -------------------------------------------- ----------------------------------------
PORTFOLIO TOTALS (5 Properties) 4,221,014 409,380 9.70%
- - -------------------------------------------- ----------------------------------------
</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 210,976 0 0.00%
DENNY'S ENGLEWOOD, CO 210,976 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%
- - -------------------------------------------- ---------------------------------------------
---------------------------------------------
1,812,269 0 0.00%
</TABLE>
<TABLE>
<CAPTION>
--------------------------------------------- ---------------
TOTALS TOTAL %
--------------------------------------------- ON $8,669,353
- - -------------------------------------------- ANNUAL % EQUITY
CONCEPT LOCATION COST RECEIPTS RETURN RAISE
- - -------------------------------------------- --------------------------------------------- ---------------
<S> <C> <C> <C> <C> <C>
APPLEBEE'S PITTSBURGH, PA 1,239,896 116,040 9.36%
" "
DENNY'S CO SPRINGS, CO 791,159 77,460 9.79%
DENNY'S ENGLEWOOD, CO 424,187 35,880 8.46%
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%
" "
- - -------------------------------------------- --------------------------------------------- ---------------
--------------------------------------------- ---------------
6,033,283 409,380 6.79% 4.72%
--------------------------------------------- ---------------
</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.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
June 30, 1998, 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-31-1997 DEC-31-1997
<PERIOD-START> APR-01-1998 JAN-01-1998
<PERIOD-END> JUN-30-1998 JUN-30-1998
<CASH> 227,899 227,899
<SECURITIES> 298,473 298,473
<RECEIVABLES> 7,285,446 7,285,446
<ALLOWANCES> 7,231,622 7,231,622
<INVENTORY> 0 0
<CURRENT-ASSETS> 580,196 580,196
<PP&E> 4,204,014 4,204,014
<DEPRECIATION> 672,214 672,214
<TOTAL-ASSETS> 4,111,996 4,111,996
<CURRENT-LIABILITIES> 76,746 76,746
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 4,035,250 4,035,250
<TOTAL-LIABILITY-AND-EQUITY> 4,111,996 4,111,996
<SALES> 105,187 209,206
<TOTAL-REVENUES> 115,945 475,073
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 91,087 221,943
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 24,858 253,130
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 24,858 253,130
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 24,858 253,130
<EPS-PRIMARY> 1.44 14.65
<EPS-DILUTED> 1.44 14.65
</TABLE>
