-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VLSFqhFZwSZBmvdvvCRllCu0101nJsTIaUWYWeyrx0ZMj7oUysWzeTHjDAJlJMet eqayHWt0IXGq5B+K6mpitQ== 0000950147-98-000365.txt : 19980512 0000950147-98-000365.hdr.sgml : 19980512 ACCESSION NUMBER: 0000950147-98-000365 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980511 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARTICIPATING INCOME PROPERTIES III LTD PARTNERSHIP CENTRAL INDEX KEY: 0000865828 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 860665681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-20151 FILM NUMBER: 98615861 BUSINESS ADDRESS: STREET 1: 17207 N PERIMETER DR STREET 2: THE PERIMERTER CENTER CITY: SCOTTSDALE STATE: AZ ZIP: 85255 BUSINESS PHONE: 6025854500 MAIL ADDRESS: STREET 1: 17207 N PERIMETER DR CITY: SCOTTSDALE STATE: AZ ZIP: 852555402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FFCA PIP III INVESTOR SERVICES CORP CENTRAL INDEX KEY: 0000865829 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 86055605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-35868-01 FILM NUMBER: 98615862 BUSINESS ADDRESS: STREET 1: 17202 N PERIMETER DR STREET 2: THE PERIMETER CENTER CITY: SCOTTSDALE STATE: AZ ZIP: 85255 BUSINESS PHONE: 6029478447 MAIL ADDRESS: STREET 1: 17207 N PERIMETER DR CITY: SCOTTSDALE STATE: AZ ZIP: 852555402 10-Q 1 QUARTERLY REPORT 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 March 31, 1998 ------------------------------------------------- [ ] 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 ----- ----- PART 1 - FINANCIAL INFORMATION Item l. Financial Statements. ------ -------------------- PARTICIPATING INCOME PROPERTIES III LIMITED PARTNERSHIP BALANCE SHEETS MARCH 31, 1998 AND DECEMBER 31, 1997 (Unaudited)
March 31, December 31, 1998 1997 ------------ ------------ ASSETS ------ CASH AND CASH EQUIVALENTS $ 638,677 $ 635,446 RECEIVABLES FROM LESSEES 40,000 44,000 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 ------------ ------------ 14,642,838 14,642,838 Less - Accumulated depreciation 2,608,510 2,496,576 ------------ ------------ 12,034,328 12,146,262 ------------ ------------ Total assets $ 20,508,213 $ 20,620,916 ============ ============ LIABILITIES AND PARTNERS' CAPITAL --------------------------------- DISTRIBUTION PAYABLE TO LIMITED PARTNERS $ 579,687 $ 579,590 RENTAL DEPOSITS AND OTHER 252,404 253,269 ------------ ------------ Total liabilities 832,091 832,859 ------------ ------------ PARTNERS' CAPITAL (DEFICIT): General partner (22,807) (21,687) Limited partners 19,698,929 19,809,744 ------------ ------------ Total partners' capital 19,676,122 19,788,057 ------------ ------------ Total liabilities and partners' capital $ 20,508,213 $ 20,620,916 ============ ============
PARTICIPATING INCOME PROPERTIES III LIMITED PARTNERSHIP STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited) 1998 1997 -------- -------- REVENUES: Rental $394,870 $394,870 Participating rentals 120,979 111,733 Mortgage loan interest 135,625 135,625 Interest and other 6,461 5,341 -------- -------- 657,935 647,569 -------- -------- EXPENSES: General partner fees 45,426 35,799 Depreciation 111,934 111,934 Operating 27,241 26,490 -------- -------- 184,601 174,223 -------- -------- NET INCOME $473,334 $473,346 ======== ======== NET INCOME ALLOCATED TO: General partner $ 4,733 $ 4,733 Limited partners 468,601 468,613 -------- -------- $473,334 $473,346 ======== ======== NET INCOME PER LIMITED PARTNERSHIP UNIT (based on 26,709 units held by limited partners) $ 17.54 $ 17.55 ======== ======== PARTICIPATING INCOME PROPERTIES III LIMITED PARTNERSHIP STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE THREE MONTHS ENDED MARCH 31, 1998 (Unaudited)
Limited Partners General --------------------------- Partner Number Total Amount of Units Amount Amount ------------ ------------ ------------ ------------ BALANCE, December 31, 1997 $ (21,687) 26,709 $ 19,809,744 $ 19,788,057 Net income 4,733 -- 468,601 473,334 Distribution to partners (5,853) -- (579,416) (585,269) ------------ ------------ ------------ ------------ BALANCE, March 31, 1998 $ (22,807) 26,709 $ 19,698,929 $ 19,676,122 ============ ============ ============ ============
PARTICIPATING INCOME PROPERTIES III LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited)
1998 1997 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 473,334 $ 473,346 Adjustments to net income: Depreciation 111,934 111,934 Change in assets and liabilities: Decrease (increase) in receivables from lessees 4,000 (94) Decrease in payable to general partner -- (708) Decrease in rental deposits and other (865) (5,848) --------- --------- Net cash provided by operating activities 588,403 578,630 --------- --------- CASH FLOWS FOR FINANCING ACTIVITIES: Partner distributions declared (585,269) (585,280) Increase in distribution payable to limited partners 97 109 --------- --------- Net cash used in financing activities (585,172) (585,171) --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,231 (6,541) CASH AND CASH EQUIVALENTS, beginning of period 635,446 651,261 --------- --------- CASH AND CASH EQUIVALENTS, end of period $ 638,677 $ 644,720 ========= =========
PART I - FINANCIAL INFORMATION - ------------------------------ Item 2. Management's Discussion and Analysis of - ------ Financial Condition and Results of Operations --------------------------------------------- As of March 31, 1998, 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. On February 2, 1998, the Registrant entered into a letter of intent with Flying J. Inc. to sell substantially all of the Registrant's assets for cash of approximately $27 million. The sale is subject to certain conditions specified in the letter of intent, including the negotiation and execution of definitive sale and financing agreements with respect to the assets of the Registrant and the approval, by vote, of a majority of the limited partner interests. In accordance with the partnership agreement, sale of substantially all of the assets will result in dissolution of the partnership and liquidation of remaining Registrant assets, net of liabilities. There can be no assurance as to the final terms of the proposed transaction, that the conditions will be satisfied or that the proposed transaction will be consummated. The limited partners will receive a proxy statement containing a complete description of the transaction when the sale and financing agreements are finalized. The Registrant declared a cash distribution to the limited partners of $579,416 for the quarter ended March 31, 1998 (the period). 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 period. In addition, the Registrant received or accrued participating rentals of $120,979 for the quarter ended March 31, 1998, representing an increase over participating rentals of $111,733 for the comparable period in 1997. On June 1, 1996, CFJ Properties (lessee of two of the Registrant's travel plazas) curtailed its relationship with a large third party billing company for the trucking industry. The billing company requested changes to its contract that were unacceptable to CFJ Properties' management due to the significant long-term ramifications of the proposed change on CFJ Properties' future business. This resulted in reduced volume and margins, which contributed to low participating rental revenues in the quarter ended March 31, 1997 as compared to the quarter ended March 31, 1998. Total expenses for the quarter ended March 31, 1998 increased $10,378 over the comparable period of the prior year primarily due to an increase in general partner fees. As described more fully in the Registrant's partnership agreement, the general partner's management fee is subordinated to a 9% return to the limited partners on their Adjusted Capital Contribution, as defined. The increase in the general partner's management fee resulted directly from the increase in the Registrant's disbursable cash (generally, cash receipts from operations less cash operating expenses). Net income for the three months ended March 31, 1998 remained relatively unchanged from the comparable period in 1997. 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. FFCA/PIP III INVESTOR SERVICES CORPORATION ------------------------------------------ BALANCE SHEET - MARCH 31, 1998 ------------------------------
ASSETS 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 ====
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. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have 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: May 11, 1998 By /s/ John Barravecchia ---------------------------------------------- John Barravecchia, Chief Financial Officer SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the co-registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FFCA/PIP III INVESTOR SERVICES CORPORATION Date: May 11, 1998 By /s/ John Barravecchia --------------------------------------------- John Barravecchia, President EX-27.1 2 FINANCIAL DATA SCHEDULE FOR 1ST QUARTER 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF MARCH 31, 1998 AND THE STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 865828 PARTICIPATING INCOME PROPERTIES III LIMITED PARTNERSHIP 1 U.S. DOLLARS 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 1 638,677 0 40,000 0 0 0 14,642,838 2,608,510 20,508,213 0 0 0 0 0 19,676,122 20,508,213 0 657,935 0 184,601 0 0 0 473,334 0 473,334 0 0 0 473,334 17.54 0
EX-27.2 3 FINANCIAL DATA SCHEDULE FOR 1ST QUARTER 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH BALANCE SHEET. 865829 FFCA/PIP III INVESTOR SERVICES CORPORATION 1 U.S. DOLLARS 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 1 100 0 0 0 0 0 0 0 200 0 0 0 0 100 0 200 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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