<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, 2000
-----------------------
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 391660958
(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, 2000 and December 31, 1999
-----------------------------------
ASSETS
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
2000 1999
------------- ------------
<S> <C> <C>
INVESTMENT PROPERTIES: (Note 3)
Land $ 1,553,680 $ 1,553,680
Buildings and improvements 2,249,959 2,249,959
Accumulated depreciation (811,338) (778,690)
------------- ------------
Net investment properties 2,992,301 3,024,949
------------- ------------
OTHER ASSETS:
Cash and cash equivalents 279,407 257,312
Cash held in Indemnification Trust (Note 8) 329,307 320,341
Rents and other receivables 1,073 16,247
Deferred rent receivable 18,259 19,099
Deferred fees 17,060 17,952
Prepaid assets 978 2,398
------------- ------------
Total other assets 646,084 633,349
------------- ------------
Total assets $ 3,638,385 $ 3,658,298
============= ============
</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, 2000 and December 31, 1999
-----------------------------------
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
2000 1999
------------- ------------
LIABILITIES:
<S> <C> <C>
Accounts payable and accrued expenses $ 35,172 $ 27,140
Due to current General Partner 161 70
Security deposits 16,635 16,635
Unearned rental income 42,254 45,254
------------- ------------
Total liabilities 94,222 89,099
------------- ------------
CONTINGENT LIABILITIES: (Note 7)
PARTNERS' CAPITAL: (Notes 1, 4 and 9)
Current General Partner -
Cumulative net income (loss) 17,630 16,727
Cumulative cash distributions (9,114) (8,753)
------------- ------------
8,516 7,974
------------- ------------
Limited Partners (17,102.52 interests outstanding)
Capital contributions, net of offering costs 14,408,872 14,408,872
Cumulative net loss (9,750) (99,172)
Cumulative cash distributions (10,597,984) (10,482,984)
Reallocation of former general partners' deficit capital (265,491) (265,491)
------------- ------------
3,535,647 3,561,225
------------- ------------
Total partners' capital 3,544,163 3,569,199
------------- ------------
Total liabilities and partners' capital $ 3,638,385 $ 3,658,298
============= ============
</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,
------------------- -------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUES:
Rental income $101,925 $106,201 $204,410 $215,568
Interest income 7,135 5,609 13,284 10,645
Other income 200 175 200 175
Recovery of amounts previously written off 1,073 0 2,683 2,683
-------- -------- -------- --------
110,333 111,985 220,577 229,071
-------- -------- -------- --------
EXPENSES:
Partnership management fees 16,793 16,473 33,323 32,774
Restoration fees 43 0 107 107
Insurance 733 1,018 1,462 2,036
General and administrative 14,316 8,787 19,654 17,020
Advisory Board fees and expenses 2,196 4,250 6,740 5,650
Professional services 19,229 12,926 35,426 24,739
Depreciation 16,323 16,323 32,647 32,647
Amortization 447 447 893 893
-------- -------- -------- --------
70,080 60,224 130,252 115,866
-------- -------- -------- --------
NET INCOME $ 40,253 $ 51,761 $ 90,325 $113,205
======== ======== ======== ========
NET INCOME GENERAL PARTNER $ 403 $ 518 $ 903 $ 1,132
NET INCOME LIMITED PARTNERS 39,850 51,243 89,422 112,073
-------- -------- -------- --------
$ 40,253 $ 51,761 $ 90,325 $113,205
======== ======== ======== ========
NET INCOME PER LIMITED PARTNERSHIP INTEREST, based on
17,102.52 interests outstanding $ 2.33 $ 3.00 $ 5.23 $ 6.55
======== ======== ======== ========
</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,
-------------------------
2000 1999
----------- ----------
<S> <C> <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net income $ 90,325 $ 113,205
Adjustments to reconcile net income to net cash from
operating activities -
Depreciation and amortization 33,540 33,540
Recovery of amounts previously written off (2,683) (2,683)
Interest applied to Indemnification Trust Account (8,966) (6,728)
Decrease in rents, other receivables and prepaid assets 16,594 7,949
Decrease in deferred rent receivable 840 840
Increase (Decrease) in accounts payable and accrued expenses 8,032 (2,317)
Increase (Decrease) in due to General Partner 91 (22)
Increase (Decrease) in unearned rental income (3,000) 18,000
----------- ---------
Net cash provided from operating activities 134,773 161,784
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Recoveries from former affiliates 2,683 2,683
----------- ---------
Net cash provided from investing activities 2,683 2,683
----------- ---------
CASH FLOWS (USED IN) FINANCING ACTIVITIES:
Cash distributions to General Partner (361) (453)
Cash distributions to Limited Partners (115,000) (120,000)
----------- ---------
Net cash (used in) financing activities (115,361) (120,453)
----------- ---------
NET INCREASE IN CASH AND CASH
EQUIVALENTS 22,095 44,014
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 257,312 230,807
----------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 279,407 $ 274,821
=========== =========
</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") 1999 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 the
Partnership's financial position as of June 30, 2000, and the results of
operations for the three and six-month periods ended June 30, 2000, and 1999,
and cash flows for the six-month periods ended June 30, 2000 and 1999. Results
of operations for the periods are not necessarily indicative of the results to
be expected for the full year.
1. ORGANIZATION AND BASIS OF ACCOUNTING:
-------------------------------------
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, 2000, the Partnership owned five (5) properties and
specialty leasehold improvements for use in all five (5) of the Properties.
Rental revenue from investment properties is recognized on the straight-line
basis over the life of the respective lease. Percentage rents were previously
accrued throughout the year based on the tenant's actual reported year-to-date
sales along with Management's estimate of the tenant's sales for any remaining
unreported periods during the year. However, effective January 1, 2000, the
Partnership adopted Staff
6
<PAGE>
Accounting Bulletin 101, which requires the recording of percentage rents only
when the tenant has reached the breakpoint stipulated in its lease.
The Partnership considers its operations to be in only one segment and therefore
no segment disclosure is made.
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 follows Statement of Financial Accounting Standards No.121
("SFAS 121"), Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of, which requires that all long-lived assets be
reviewed for impairment in value whenever changes in circumstances indicate that
the carrying amount of an asset may not be recoverable.
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 in the Amended Agreement of Limited Partnership ("Partnership
Agreement")) 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. During the Second Quarter of
1998, the General Partner received the consent of the Limited Partners to
liquidate the Partnership's assets and dissolve the Partnership. Management is
working with a potential buyer for the properties within the parameters of the
consent. However, until such sale is actually consummated, which is uncertain,
the Partnership plans to continue normal operations until an actual sale of the
properties is completed.
7
<PAGE>
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, 1999, the tax basis of the Partnership's assets exceeded the
amounts reported in the accompanying financial statements by approximately
$3,219,000.
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")
(dissolved effective December 31, 1998) 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.
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, 2000, $5,785,000 of recoveries have been
received which exceeded the original estimate of $3 million. As a result, the
Partnership has recognized $1,295,000 as income over the past five years, 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, 2000, the Partnership owned five (5) fastfood 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 Denny's property in Colorado Springs is located on a parcel of land where
the partnership has entered into a longterm ground lease. The lease payments are
made by the tenant of the property.
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.
8
<PAGE>
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 original affiliated Partnerships as
provided in the Permanent Manager Agreement ("PMA") which amount has been
reduced due to the 1998 sale of DiVall 1. 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, 2000, the minimum management fee and the maximum
reimbursement for office rent and overhead increased by 2.2% 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
$88,304 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
9
<PAGE>
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 income 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 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:
Year ending
December 31,
2000 $ 409,380
2001 409,380
2002 409,380
2003 409,380
2004 409,380
Thereafter 2,322,578
-----------
$ 4,369,478
===========
10
<PAGE>
Two (2) of the Partnership's properties are leased to a Denny's franchisee. Base
rent from these properties amounted to approximately 28% of total base rent in
1999.
Two (2) of the Partnership's properties are leased to Hardee's Food Systems,
Inc. Base rent from these properties amounted to approximately 44% of total base
rents.
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, 2000, 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,
2000 and 1999, are as follow:
<TABLE>
<CAPTION>
Current General Partner Incurred as of Incurred as of
----------------------- June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
Management fees $ 33,323 $ 32,774
Restoration fees 107 107
Cash distribution 361 453
Overhead allowance 2,697 2,644
Reimbursement for out-of-pocket expenses 1,759 1,688
--------- ---------
$ 38,247 $ 37,666
========= =========
</TABLE>
7. CONTINGENT LIABILITIES:
----------------------
According to the Partnership Agreement, 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, 2000, 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 unlikely.
11
<PAGE>
8. PMA INDEMNIFICATION TRUST:
--------------------------
The 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, 2000. Funds are invested in U.S. Treasury securities. In addition, interest
totaling $79,307 has been credited to the Trust as of June 30, 2000. 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. 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.
10. SUBSEQUENT EVENTS:
------------------
On August 15, 2000, the Partnership made a distribution to the Limited Partners
for the Second Quarter 2000 of $65,000 amounting to approximately $3.80 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, 2000, were originally purchased at a price, including acquisition costs, of
approximately $6,091,000.
Other Assets
------------
Cash and cash equivalents were $279,000 at June 30, 2000, compared to $257,000
at December 31, 1999. The Partnership designated cash of $65,000 to fund the
Second Quarter 2000 distributions to Limited Partners; $78,000 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
12
<PAGE>
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 PMA 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.
Liabilities
-----------
Accounts payable and accrued expenses at June 30, 2000, in the amount of
$35,000, primarily represented the accrual of legal and auditing fees, but at
June 30, 2000 also included $6,000 held in escrow from the tenant of the
Applebee's property for settlement of a property tax dispute with the county.
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 9 to the financial statements for additional information
regarding the reallocation.
Cash distributions paid to the Limited Partners and to the General Partner
during 2000, of $115,000 and $361, respectively, have also been made in
accordance with the amended Partnership Agreement. The Second Quarter 2000
distribution of $65,000 was paid to the Limited Partners on August 15, 2000.
Results of Operations:
----------------------
The Partnership reported net income for the quarter ended June 30, 2000, in the
amount of $40,000 compared to net income for the quarter ended June 30, 1999 of
$52,000. Net income for the six months ended June 30, 2000 and 1999 totaled
$90,000 and $113,000, respectively.
Revenues
--------
Total revenues were $110,000, and $112,000, for the quarters ended June 30,
2000, and 1999, respectively, and were $221,000 and $229,000 for the six months
ended June 30, 2000 and 1999, respectively.
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.
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Expenses
--------
For the quarters ended June 30, 2000 and 1999, cash expenses amounted to
approximately 48% and 39% of total revenues, respectively. For the six months
ended June 30, 2000 and 1999, cash expenses totaled 44% and 36% of total
revenues, respectively. Total expenses, including noncash items, amounted to 64%
and 54% of total revenues for the quarters ended June 30, 2000 and 1999,
respectively and totaled 59% and 51% of total revenues for the six months ended
June 30, 2000 and 1999, respectively. Expenses have been negatively impacted by
costs associated with the attempt to sell the Partnership's properties.
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.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
None.
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PART II - OTHER INFORMATION
Items 1 - 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, 2000,
regarding the Second Quarter 2000 distribution.
(b) Report on Form 8-K:
The Registrant filed no reports on Form 8-K during the second quarter of
fiscal year 2000.
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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, 2000
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, 2000
By: /s/ Kristin J. Atkinson
--------------------------------------
Kristin J. Atkinson
Vice President - Finance and Administration
Date: August 14, 2000
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