PARTICIPATING INCOME PROPERTIES III LTD PARTNERSHIP
10-Q, 1997-07-10
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


(Mark One)
[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

For the quarterly period ended               June 30, 1997
                                        ----------------------------------------

[ ]     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
                                     0-20151

             PARTICIPATING INCOME PROPERTIES III LIMITED PARTNERSHIP
                                       and
                   FFCA/PIP III INVESTOR SERVICES CORPORATION
- --------------------------------------------------------------------------------
               (Exact Name of Co-Registrants as Specified in Their
                            Organizational Documents)


          Delaware                                            86-0665681
- --------------------------------------------------------------------------------
(Partnership State of Organization)                 (Partnership I.R.S. Employer
                                                       Identification Number)

          Delaware                                            86-0555605
- --------------------------------------------------------------------------------
(Corporation State of Incorporation)                (Corporation I.R.S. Employer
                                                       Identification Number)

The Perimeter Center
17207 North Perimeter Drive
Scottsdale, Arizona                                                     85255
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (zip code)


Co-Registrants' telephone number including area code           (602) 585-4500
                                                            --------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.


                              Yes  X     No
                                  ---       --- 

<PAGE>
PART 1 - FINANCIAL INFORMATION

    Item l.  Financial Statements.
    -------  ---------------------


             PARTICIPATING INCOME PROPERTIES III LIMITED PARTNERSHIP

                                 BALANCE SHEETS
                       JUNE 30, 1997 AND DECEMBER 31, 1996
                                   (Unaudited)

                                                     June 30,      December 31,
                                                       1997            1996
                                                   ------------    ------------

                                     ASSETS
                                     ------

CASH AND CASH EQUIVALENTS                          $    632,390    $    651,261

RECEIVABLES FROM LESSEES                                 45,094          38,000

MORTGAGE LOAN INTEREST RECEIVABLE                        45,208          45,208

MORTGAGE LOAN RECEIVABLE                              7,750,000       7,750,000

PROPERTY SUBJECT TO OPERATING LEASES, at cost
      Land                                            2,684,138       2,684,138
      Buildings                                      11,010,862      11,010,862
      Equipment                                         947,838         947,838
                                                   ------------    ------------
          Total                                      14,642,838      14,642,838
      Less-Accumulated depreciation                   2,272,709       2,048,841
                                                   ------------    ------------

                                                     12,370,129      12,593,997
                                                   ------------    ------------

          Total assets                             $ 20,842,821    $ 21,078,466
                                                   ============    ============


                        LIABILITIES AND PARTNERS' CAPITAL
                        ---------------------------------

DISTRIBUTION PAYABLE TO LIMITED PARTNERS           $    579,657    $    579,450

PAYABLE TO GENERAL PARTNER                                 --             7,720

RENTAL DEPOSITS AND OTHER                               251,240         255,504
                                                   ------------    ------------

          Total liabilities                             830,897         842,674
                                                   ------------    ------------

PARTNERS' CAPITAL (DEFICIT):
      General partner                                   (19,449)        (17,210)
      Limited partners                               20,031,373      20,253,002
                                                   ------------    ------------

          Total partners' capital                    20,011,924      20,235,792
                                                   ------------    ------------

          Total liabilities and partners' capital  $ 20,842,821    $ 21,078,466
                                                   ============    ============
<PAGE>
             PARTICIPATING INCOME PROPERTIES III LIMITED PARTNERSHIP

                              STATEMENTS OF INCOME
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                   (Unaudited)
<TABLE>
<CAPTION>


                                          Three Months   Three Months    Six Months     Six Months
                                             Ended          Ended          Ended           Ended
                                            6/30/97        6/30/96        6/30/97        6/30/96
                                           ----------     ----------     ----------     ----------
<S>                                        <C>            <C>            <C>            <C>       
REVENUES:
      Rental                               $  394,870     $  394,870     $  789,740     $  789,740
      Participating rentals                   136,589        136,489        248,322        256,213
      Mortgage loan interest                  135,625        135,625        271,250        271,250
      Interest and other                        6,002          5,825         11,343         11,337
                                           ----------     ----------     ----------     ----------

                                              673,086        672,809      1,320,655      1,328,540
                                           ----------     ----------     ----------     ----------

EXPENSES:
      General partner fees                     66,718         68,154        102,517        115,168
      Depreciation                            111,934        112,522        223,868        225,340
      Operating                                21,099         19,371         47,589         42,813
                                           ----------     ----------     ----------     ----------

                                              199,751        200,047        373,974        383,321
                                           ----------     ----------     ----------     ----------

NET INCOME                                 $  473,335     $  472,762     $  946,681     $  945,219
                                           ==========     ==========     ==========     ==========

NET INCOME ALLOCATED TO:
      General partner                      $    4,733     $    4,728     $    9,467     $    9,452
      Limited partners                        468,602        468,034        937,214        935,767
                                           ----------     ----------     ----------     ----------

                                           $  473,335     $  472,762     $  946,681     $  945,219
                                           ==========     ==========     ==========     ==========

NET INCOME PER LIMITED
   PARTNERSHIP UNIT (based on
   26,709 units held by limited partners)  $    17.54     $    17.52     $    35.09     $    35.04
                                           ==========     ==========     ==========     ==========
</TABLE>
<PAGE>
             PARTICIPATING INCOME PROPERTIES III LIMITED PARTNERSHIP

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL
                     FOR THE SIX MONTHS ENDED JUNE 30, 1997
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                             Limited Partners
                                       General         -----------------------------
                                       Partner            Number                             Total
                                        Amount           of Units          Amount            Amount
                                     ------------      ------------     ------------      ------------
<S>                                  <C>                     <C>        <C>               <C>         
BALANCE, December 31, 1996           $    (17,210)           26,709     $ 20,253,002      $ 20,235,792

      Net income                            9,467              --            937,214           946,681

      Distributions to partners           (11,706)             --         (1,158,843)       (1,170,549)
                                     ------------      ------------     ------------      ------------

BALANCE, June 30, 1997               $    (19,449)           26,709     $ 20,031,373      $ 20,011,924
                                     ============      ============     ============      ============
</TABLE>
<PAGE>
             PARTICIPATING INCOME PROPERTIES III LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                     1997             1996
                                                                 -----------      -----------
<S>                                                              <C>              <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                  $   946,681      $   945,219
     Adjustments to net income:
        Depreciation                                                 223,868          225,340
        Change in assets and liabilities:
           Increase in receivables from lessees                       (7,094)          (7,159)
           Increase (decrease) in payable to general partner          (7,720)          34,007
           Increase (decrease) in rental deposits and other           (4,264)             331
                                                                 -----------      -----------

               Net cash provided by operating activities           1,151,471        1,197,738
                                                                 -----------      -----------

CASH FLOWS FOR FINANCING ACTIVITIES:
     Partner distributions declared                               (1,170,549)      (1,170,610)
     Increase in distribution payable                                    207             --
                                                                 -----------      -----------
               Net cash used in financing activities              (1,170,342)      (1,170,610)
                                                                 -----------      -----------


NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                                (18,871)          27,128

CASH AND CASH EQUIVALENTS, beginning of period                       651,261          638,406
                                                                 -----------      -----------

CASH AND CASH EQUIVALENTS, end of period                         $   632,390      $   665,534
                                                                 ===========      ===========
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
- ------------------------------



Item 2.       Management's Discussion and Analysis of
- -------       Financial Condition and Results of Operations
              ---------------------------------------------


      As  of  June  30,  1997,   Participating  Income  Properties  III  Limited
      Partnership,  a  Delaware  limited  partnership,   (the  Registrant),  had
      received  $26,709,000  in gross  proceeds from its offering of Units.  Net
      funds  available  for  investment,  after  payment  of sales  commissions,
      organization  costs and acquisition  fees,  amounted to  $23,012,902.  The
      offering of Units is the  Registrant's  sole source of capital,  and since
      the final  closing of limited  partnership  units was held on February 28,
      1992, the Registrant will not receive  additional funds from the offering.
      The Registrant was fully invested in travel plaza properties and mortgages
      by June 30, 1993 and does not anticipate any further capital expenditures.

      The Registrant  declared a cash  distribution  to the limited  partners of
      $579,416 for the quarter ended June 30, 1997 (the period), which, combined
      with the first quarter distribution of $579,427 amounts to $1,158,843 year
      to date. During the period,  all net proceeds not invested in travel plaza
      property and the mortgage loan were invested in Government Agency discount
      notes and bank repurchase  agreements  (which are secured by United States
      Treasury and Government obligations).

      During the  period,  the  Registrant  received  base  rental  revenue  and
      mortgage loan interest  income pursuant to its travel plaza lease and loan
      arrangements in the amount of $530,495,  which remains  unchanged from the
      prior year. In addition,  the Registrant received or accrued participating
      rentals of $136,589 for the period, which is comparable to the same period
      in 1996.  Total  expenses also  remained  constant as compared to the same
      period in the prior  year at  approximately  $200,000,  over half of which
      represents  depreciation  expense for the period. Net income for the three
      months ended June 30, 1997  remained  relatively  unchanged  from the same
      period in 1996.

      The  decrease in total  assets  reflected  in the  Registrant's  financial
      statements   filed  with  this  report  is  mainly   attributable  to  the
      depreciation allowance, which is deducted for accounting purposes from the
      cost of the assets on the Registrant's books.

      In the opinion of management,  the financial  information included in this
      report reflects all adjustments necessary for fair presentation.  All such
      adjustments are of a normal recurring nature.
<PAGE>
                   FFCA/PIP III INVESTOR SERVICES CORPORATION
                   ------------------------------------------


                          BALANCE SHEET - JUNE 30, 1997
                          -----------------------------
<TABLE>
<CAPTION>


                                     ASSETS

<S>                                                                                <C> 
Cash                                                                               $100
Investment in Participating Income Properties III Limited Partnership, at cost      100
                                                                                   ----

                  Total Assets                                                     $200
                                                                                   ====


                                    LIABILITY

Payable to Parent                                                                  $100


                              STOCKHOLDER'S EQUITY


Common Stock; $l par value; 100 shares authorized,
     issued and outstanding                                                         100
                                                                                   ----

                  Liability and Stockholder's Equity                               $200
                                                                                   ====
</TABLE>



Note:   FFCA/PIP  III  Investor  Services   Corporation  (the  Corporation)  was
incorporated  on  December  5, 1988,  and  amended on July 9, 1990 to act as the
assignor  limited  partner  in  Participating   Income  Properties  III  Limited
Partnership (PIP III).

      The  assignor  limited  partner  is the  owner of  record  of the  limited
partnership units of PIP III. All rights and powers of the Corporation have been
assigned to the holders,  who are the registered  and  beneficial  owners of the
units.  Other than to serve as assignor limited partner,  the Corporation has no
other  business  purpose and will not engage in any other  activity or incur any
debt.
<PAGE>
                                   SIGNATURES
                                   ----------

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
      registrants  have duly caused this report to be signed on their  behalf by
      the undersigned thereunto duly authorized.

                                   PARTICIPATING INCOME PROPERTIES III LIMITED
                                   PARTNERSHIP

                                   By FFCA PARTICIPATING MANAGEMENT COMPANY
                                            LIMITED PARTNERSHIP            
                                   Managing General Partner                
                                   

                                   By FRANCHISE FINANCE CORPORATION OF 
                                   AMERICA III
                                   Corporate General Partner
                                   

      DATE: July 10, 1997               By /s/ John R. Barravecchia
                                   ---------------------------------------------
                                   John R. Barravecchia, Chief Financial Officer
<PAGE>
                                   SIGNATURES
                                   ----------

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
        co-registrant  has duly caused this report to be signed on its behalf by
        the undersigned thereunto duly authorized.

                                   FFCA/PIP III INVESTOR SERVICES CORPORATION




      DATE: July 10, 1997               By /s/ John R. Barravecchia
                                   ---------------------------------------------
                                   John R. Barravecchia, President

<TABLE> <S> <C>
                              
<ARTICLE>                                                                      5
<LEGEND>
                            THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
                        EXTRACTED FROM THE BALANCE SHEET AS OF JUNE 30, 1997 AND
                                THE STATEMENT OF INCOME FOR THE SIX MONTHS ENDED
                     JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
                                                   TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                                                                 0000865828
<NAME>                   PARTICIPATING INCOME PROPERTIES III LIMITED PARTNERSHIP
<MULTIPLIER>                                                                   1
<CURRENCY>                                                          U.S. DOLLARS
                         
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                                                    DEC-31-1997
<PERIOD-END>                                                         JUN-30-1997
<EXCHANGE-RATE>                                                                1
<CASH>                                                                   632,390
<SECURITIES>                                                                   0
<RECEIVABLES>                                                             45,094
<ALLOWANCES>                                                                   0
<INVENTORY>                                                                    0
<CURRENT-ASSETS>                                                               0
<PP&E>                                                                14,642,838
<DEPRECIATION>                                                         2,272,709
<TOTAL-ASSETS>                                                        20,842,821
<CURRENT-LIABILITIES>                                                          0
<BONDS>                                                                        0
                                                          0
                                                                    0
<COMMON>                                                                       0
<OTHER-SE>                                                            20,011,924
<TOTAL-LIABILITY-AND-EQUITY>                                          20,842,821
<SALES>                                                                        0
<TOTAL-REVENUES>                                                       1,320,655
<CGS>                                                                          0
<TOTAL-COSTS>                                                            373,974
<OTHER-EXPENSES>                                                               0
<LOSS-PROVISION>                                                               0
<INTEREST-EXPENSE>                                                             0
<INCOME-PRETAX>                                                          946,681
<INCOME-TAX>                                                                   0
<INCOME-CONTINUING>                                                      946,681
<DISCONTINUED>                                                                 0
<EXTRAORDINARY>                                                                0
<CHANGES>                                                                      0
<NET-INCOME>                                                             946,681
<EPS-PRIMARY>                                                              35.09
<EPS-DILUTED>                                                                  0
                                                                     

</TABLE>

<TABLE> <S> <C>
                              
<ARTICLE>                                                                      5
<LEGEND>
                            THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
                            EXTRACTED FROM THE BALANCE SHEET AS OF JUNE 30, 1997
                           AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
                                                                  BALANCE SHEET.
</LEGEND>
<CIK>                                                                 0000865829
<NAME>                                FFCA/PIP III INVESTOR SERVICES CORPORATION
<MULTIPLIER>                                                                   1
<CURRENCY>                                                          U.S. DOLLARS
                                      
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                                                    DEC-31-1997
<PERIOD-END>                                                         JUN-30-1997
<EXCHANGE-RATE>                                                                1
<CASH>                                                                       100
<SECURITIES>                                                                   0
<RECEIVABLES>                                                                  0
<ALLOWANCES>                                                                   0
<INVENTORY>                                                                    0
<CURRENT-ASSETS>                                                               0
<PP&E>                                                                         0
<DEPRECIATION>                                                                 0
<TOTAL-ASSETS>                                                               200
<CURRENT-LIABILITIES>                                                          0
<BONDS>                                                                        0
                                                          0
                                                                    0
<COMMON>                                                                     100
<OTHER-SE>                                                                     0
<TOTAL-LIABILITY-AND-EQUITY>                                                 200
<SALES>                                                                        0
<TOTAL-REVENUES>                                                               0
<CGS>                                                                          0
<TOTAL-COSTS>                                                                  0
<OTHER-EXPENSES>                                                               0
<LOSS-PROVISION>                                                               0
<INTEREST-EXPENSE>                                                             0
<INCOME-PRETAX>                                                                0
<INCOME-TAX>                                                                   0
<INCOME-CONTINUING>                                                            0
<DISCONTINUED>                                                                 0
<EXTRAORDINARY>                                                                0
<CHANGES>                                                                      0
<NET-INCOME>                                                                   0
<EPS-PRIMARY>                                                                  0
<EPS-DILUTED>                                                                  0
                                                                     

</TABLE>


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