Attached files
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 September 30, 2016
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 0-17686
DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
| Wisconsin | 39-1606834 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
1100 Main Street, Suite 1830 Kansas City, Missouri 64105
(Address of principal executive offices, including zip code)
(816) 421-7444
(Registrant’s telephone number, including area code)
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 [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [ ] | Smaller Reporting Company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
TABLE OF CONTENTS
DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP
FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2016
| 2 |
PART I - FINANCIAL INFORMATION
DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP
September 30, 2016 and December 31, 2015
(unaudited)
ASSETS
| September 30, 2016 | December 31, 2015 | |||||||
| INVESTMENT PROPERTIES: (Note 3) | ||||||||
| Land | $ | 2,794,122 | $ | 2,794,122 | ||||
| Buildings | 4,468,642 | 4,468,642 | ||||||
| Accumulated depreciation | (3,904,430 | ) | (3,802,913 | ) | ||||
| Net investment properties | $ | 3,358,334 | $ | 3,459,851 | ||||
| OTHER ASSETS: | ||||||||
| Cash | $ | 246,040 | $ | 246,791 | ||||
| Cash held in Indemnification Trust (Note 9) | 454,692 | 453,171 | ||||||
| Property tax cash escrow | 12,256 | 3,931 | ||||||
| Security deposits escrow | 70,852 | 70,617 | ||||||
| Rents and other receivables | 322,481 | 549,289 | ||||||
| Deferred tenant award proceeds escrow | 112,445 | 126,523 | ||||||
| Prepaid insurance | 489 | 4,885 | ||||||
| Deferred charges, net | 121,818 | 133,014 | ||||||
| Note receivable (Note 10) | 10,676 | 57,157 | ||||||
| Total other assets | $ | 1,351,749 | $ | 1,645,378 | ||||
| Total assets | $ | 4,710,083 | $ | 5,105,229 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS
September 30, 2016 and December 31, 2015
(unaudited)
LIABILITIES AND PARTNERS’ CAPITAL
| September 30, 2016 | December 31, 2015 | |||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued expenses | $ | 17,423 | $ | 13,353 | ||||
| Property tax payable | 11,331 | 3,006 | ||||||
| Due to General Partner (Note 6) | 1,252 | 1,416 | ||||||
| Deferred rent | 111,564 | 128,024 | ||||||
| Security deposits | 70,440 | 70,440 | ||||||
| Unearned rental income | 5,000 | 5,000 | ||||||
| Total current liabilities | $ | 217,010 | $ | 221,239 | ||||
| PARTNERS’ CAPITAL: (Notes 1 and 4) | ||||||||
| General Partner - | ||||||||
| Cumulative net income (retained earnings) | $ | 355,336 | $ | 350,928 | ||||
| Cumulative cash distributions | (147,456 | ) | (145,692 | ) | ||||
| $ | 207,880 | $ | 205,236 | |||||
| Limited Partners (46,280.3 interests outstanding at September 30, 2016 and December 31, 2015) | ||||||||
| Capital contributions | 46,280,300 | 46,280,300 | ||||||
| Offering Costs | (6,921,832 | ) | (6,921,832 | ) | ||||
| Cumulative net income (retained earnings) | 41,544,222 | 41,107,783 | ||||||
| Cumulative cash distributions | (75,777,268 | ) | (74,947,268 | ) | ||||
| $ | 5,125,422 | $ | 5,518,983 | |||||
| Former General Partner - | ||||||||
| Cumulative net income (retained earnings) | 707,513 | 707,513 | ||||||
| Cumulative cash distributions | (1,547,742 | ) | (1,547,742 | ) | ||||
| $ | (840,229 | ) | $ | (840,229 | ) | |||
| Total partners’ capital | $ | 4,493,073 | $ | 4,883,990 | ||||
| Total liabilities and partners’ capital | $ | 4,710,083 | $ | 5,105,229 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF INCOME (LOSS)
For the Three and Nine month Periods Ended September 30, 2016 and 2015
(unaudited)
| Three Months ended | Nine Months Ended | |||||||||||||||
| September 30, 2016 | September 30, 2015 | September 30, 2016 | September 30, 2015 | |||||||||||||
| OPERATING REVENUES: | ||||||||||||||||
| Rental income (Note 5) | $ | 476,460 | $ | 461,057 | $ | 1,052,761 | $ | 1,012,904 | ||||||||
| TOTAL OPERATING REVENUES | 476,460 | 461,057 | 1,052,761 | 1,012,904 | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Partnership management fees (Note 6) | 66,825 | 66,744 | 200,421 | 199,522 | ||||||||||||
| Insurance | 1,465 | 1,465 | 4,396 | 4,396 | ||||||||||||
| General and administrative | 14,956 | 15,249 | 47,750 | 54,789 | ||||||||||||
| Advisory Board fees and expenses | 2,625 | 2,625 | 7,875 | 7,875 | ||||||||||||
| Professional services | 38,697 | 50,340 | 235,267 | 213,170 | ||||||||||||
| Depreciation | 33,839 | 33,839 | 101,517 | 101,517 | ||||||||||||
| Amortization | 6,765 | 6,765 | 20,295 | 20,295 | ||||||||||||
| TOTAL OPERATING EXPENSES | 165,172 | 177,027 | 617,521 | 601,564 | ||||||||||||
| OTHER INCOME | ||||||||||||||||
| Interest income | 1,240 | 845 | 3,611 | 3,545 | ||||||||||||
| Note receivable interest income (Note 10) | 384 | 1,484 | 1,996 | 5,237 | ||||||||||||
| Other Income | 0 | 60 | 0 | 60 | ||||||||||||
| TOTAL OTHER INCOME | 1,624 | 2,389 | 5,607 | 8,842 | ||||||||||||
| INCOME FROM CONTINUING OPERATIONS | 312,912 | 286,419 | 440,847 | 420,182 | ||||||||||||
| INCOME (LOSS) FROM DISCONTINUED | ||||||||||||||||
| OPERATIONS (Notes 1 and 3) | 0 | 0 | 0 | (67 | ) | |||||||||||
| NET INCOME | $ | 312,912 | $ | 286,419 | $ | 440,847 | $ | 420,115 | ||||||||
| NET INCOME - GENERAL PARTNER | $ | 3,129 | $ | 2,864 | $ | 4,408 | $ | 4,202 | ||||||||
| NET INCOME - LIMITED PARTNERS | 309,783 | 283,555 | 436,439 | 415,913 | ||||||||||||
| $ | 312,912 | $ | 286,419 | $ | 440,847 | $ | 420,115 | |||||||||
| PER LIMITED PARTNERSHIP INTEREST, | ||||||||||||||||
| Based on 46,280.3 interests outstanding: | ||||||||||||||||
| INCOME FROM CONTINUING OPERATIONS | $ | 6.69 | $ | 6.13 | $ | 9.43 | $ | 8.99 | ||||||||
| INCOME FROM DISCONTINUED OPERATIONS | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | (0.00 | ) | |||||||
| NET INCOME PER LIMITED PARTNERSHIP INTEREST | $ | 6.69 | $ | 6.13 | $ | 9.43 | $ | 8.99 | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF CASH FLOWS
For the Nine month Periods Ended September 30, 2016 and 2015
(unaudited)
| Nine Months Ended | Nine Months Ended | |||||||
| September 30, 2016 | September 30, 2015 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income | $ | 440,847 | $ | 420,115 | ||||
| Adjustments to reconcile net income to net cash from operating activities - | ||||||||
| Depreciation and amortization | 121,812 | 121,812 | ||||||
| Interest applied to Indemnification Trust account | (1,521 | ) | (259 | ) | ||||
| Decrease in rents and other receivables | 226,808 | 215,958 | ||||||
| Increase in property tax cash escrow | (8,325 | ) | (8,325 | ) | ||||
| (Increase) decrease in security deposit escrow | (235 | ) | 311 | |||||
| Decrease in prepaid insurance | 4,396 | 7,109 | ||||||
| Increase (decrease) in accounts payable and accrued expenses | 4,070 | (11,055 | ) | |||||
| Increase in property tax payable | 8,325 | 8,325 | ||||||
| Decrease in deferred award escrow | 14,078 | 17,063 | ||||||
| Decrease in prepaid rent | 0 | (5,000 | ) | |||||
| (Increase) in deferred charges | (9,099 | ) | 0 | |||||
| Decrease in due to General Partner | (164 | ) | (2,108 | ) | ||||
| Net cash from operating activities | 800,992 | 763,946 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Note receivable, principal payment received | 46,481 | 43,240 | ||||||
| Deferred rent | (16,460 | ) | (16,460 | ) | ||||
| Net cash from investing activities | 30,021 | 26,780 | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Cash distributions to Limited Partners | (830,000 | ) | (1,270,000 | ) | ||||
| Cash distributions to General Partner | (1,764 | ) | (1,681 | ) | ||||
| Net cash used in financing activities | (831,764 | ) | (1,271,681 | ) | ||||
| NET (DECREASE) IN CASH | (751 | ) | (480,955 | ) | ||||
| CASH AT BEGINNING OF YEAR | 246,791 | 704,531 | ||||||
| CASH AT END OF PERIOD | $ | 246,040 | $ | 223,576 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 6 |
DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
These unaudited interim condensed financial statements should be read in conjunction with DiVall Insured Income Properties 2 Limited Partnership’s (the “Partnership”) 2015 annual audited financial statements within its Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2016.
These unaudited interim condensed financial statements and notes have been prepared on the same basis as the Partnership’s annual audited financial statements and include all normal and recurring adjustments, which are in the opinion of management, necessary to present a fair statement of the Partnership’s financial position, results of operations and cash flows as of and for the interim periods presented. The results of operations for the three and nine month periods ended September 30, 2016 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2016, for any other interim period, or for any other future year.
The condensed consolidated balance sheet as of December 31, 2015 contained herein has been derived from the audited consolidated financial statements as of December 31, 2015, but does not include all disclosures required by GAAP.
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:
The Partnership was formed on November 20, 1987, pursuant to the Uniform Limited Partnership Act of the State of Wisconsin. The initial capital, contributed during 1987, consisted of $300, representing aggregate capital contributions of $200 by the former general partners and $100 by the initial limited partner. A subsequent offering of limited partnership interests closed on February 22, 1990, with 46,280.3 limited partnership interests having been sold in that offering, resulting in total proceeds to the Partnership, net of underwriting compensation and other offering costs, of $39,358,468.
The Partnership is currently engaged in the business of owning and operating its investment portfolio of commercial real estate properties (each a “Property”, and collectively, the “Properties”). The Properties are leased on a triple net basis primarily to, and operated by, franchisors or franchisees of national, regional, and local retail chains primarily under long-term leases. The lessees are operators of fast food, family style, and casual/theme restaurants. As of September 30, 2016, the Partnership owned eleven Properties, which are located in a total of four states.
The Partnership will be dissolved on November 30, 2020, or earlier upon the prior occurrence of any of the following events: (a) the disposition of all its Properties; (b) the written determination by the General Partner, that the Partnership’s assets may constitute “plan assets” for purposes of ERISA; (c) the approval by limited partners owning a majority of the outstanding limited partner interests to dissolve the Partnership; or (d) the dissolution, bankruptcy, death, withdrawal, or incapacity of the last remaining general partner, unless an additional general partner is elected previously by a majority of the limited partners. During the second or third quarters of the eight odd numbered years from 2001- 2015, consent solicitations were circulated to the Partnership’s limited partners which, if approved by the limited partners, would have authorized the General Partner to initiate the potential sale of all of the Properties and the dissolution of the Partnership (each a “Consent”). Limited partners owning a majority of the outstanding limited partnership interests did not vote in favor of any of the Consents. Therefore, the Partnership continues to operate as a going concern.
| 7 |
Significant Accounting Policies
Rental revenue from the Properties is recognized on a straight-line basis over the term of the respective lease. Percentage rents are only accrued when the tenant has reached the sales breakpoint stipulated in the lease.
Rents and other receivables are comprised of billed but uncollected amounts due for monthly rents and other charges, and amounts due for scheduled rent increases for which rentals have been earned and will be collected in the future under the terms of the leases. Receivables are recorded at management’s estimate of the amounts that will be collected.
Based on an analysis of specific accounts and historical experience, as of September 30, 2016, and December 31, 2015, there was $0 recorded as allowance for doubtful accounts.
The Partnership considers its operations to be in only one segment, the operation of a portfolio of commercial real estate leased on a triple net basis, and therefore no segment disclosure is made.
Depreciation of the Properties are provided on a straight-line basis over the estimated useful lives of the buildings and improvements.
Deferred charges represent leasing commissions paid when the Properties are leased and upon the negotiated extension of a lease. Leasing commissions are capitalized and amortized over the term of the lease. As of September 30, 2016 and December 31, 2015, accumulated amortization amounted to $178,819 and $158,524, respectively.
Deferred tenant award proceeds escrow represents the portion of the award proceeds from the sale of a portion of the Mt. Pleasant, South Carolina Property that began being paid to the tenant ratably over 99 months starting August 1, 2013.
The Partnership generally maintains cash in federally insured accounts which, at times, may exceed federally insured limits. The Partnership has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk.
Financial instruments that potentially subject the Partnership to significant concentrations of credit risk consist primarily of cash investments and leases. Additionally, as of September 30, 2016, nine of the eleven Properties are leased to three significant tenants, Wendgusta, LLC (“Wendgusta”), Wendcharles I, LLC (“Wendcharles I”) and Wendcharles II, LLC (“Wendcharles II”), all three of whom are Wendy’s restaurant franchisees. The property leases for these three tenants comprised approximately 56%, 15% and 8%, respectively, of the Partnership’s total operating base rents reflected as of September 30, 2016.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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.
| 8 |
Assets disposed of or deemed to be classified as held for sale require the reclassification of current and previous years’ operations to discontinued operations in accordance with GAAP applicable to “Accounting for the Impairment or Disposal of Long Lived Assets”. As such, prior year operating results for those properties considered as held for sale or properties no longer considered for sale have been reclassified to conform to the current year presentation without affecting total income. When properties are considered held for sale, depreciation of the properties is discontinued, and the properties are valued at the lower of the depreciated cost or fair value, less costs to dispose. If circumstances arise that were previously considered unlikely, and, as a result, the property previously classified as held for sale is no longer to be sold, the property is reclassified as held and used. Such property is measured at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell.
Assets are classified as held for sale, generally, when all criteria within GAAP applicable to “Accounting for the Impairment or Disposal of Long Lived Assets” have been met.
The Partnership periodically reviews its long-lived assets, primarily real estate, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Partnership’s review involves comparing current and future operating performance of the assets, the most significant of which is undiscounted operating cash flows, to the carrying value of the assets. Based on this analysis, a provision for possible loss is recognized, if any. There were no adjustments to carrying values for the three or nine month periods ended September 30, 2016 and 2015.
The Financial Accounting Standards Board (“FASB”) guidance on “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. The adoption of the provisions of this FASB issuance, with respect to nonrecurring fair value measurements of nonfinancial assets and liabilities, including (but not limited to) the valuation of reporting units for the purpose of assessing goodwill impairment and the valuation of property and equipment when assessing long-lived asset impairment, did not have a material impact on how the Partnership estimated its fair value measurements but did result in increased disclosures about fair value measurements in the Partnership’s financial statements as of and for the three and nine month periods ended September 30, 2016 and the year ended December 31, 2015. See Note 11 for further disclosure.
GAAP applicable to disclosure about fair value of financial instruments requires entities to disclose the fair value of all financial assets and liabilities for which it is practicable to estimate. Fair value is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The General Partner believes that the carrying value of the Partnership’s assets (exclusive of the Properties) and liabilities approximate fair value due to the relatively short maturity of these instruments.
No provision for federal income taxes has been made, as any liability for such taxes would be that of the individual partners rather than of the Partnership.
| 9 |
The Partnership is not subject to federal income tax because its income and losses are includable in the tax returns of its partners, but may be subject to certain state taxes. FASB has provided guidance for how uncertain tax positions should be recognized, measured, disclosed and presented in the financial statements. This requires the evaluation of tax positions taken or expected to be taken in the course of preparing the entity’s tax returns to determine whether the tax positions are more-likely-than-not of being sustained when challenged or when examined by the applicable taxing authority. Management has determined that there were no material uncertain income tax positions. Tax returns filed by the Partnership generally are subject to examination by U.S. and state taxing authorities for the years ended after December 31, 2012.
2. REGULATORY INVESTIGATION:
A preliminary investigation during 1992 by the Office of Commissioner of Securities for the State of Wisconsin and the SEC (the “Investigation”) revealed that during at least the four 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 limited partnerships, DiVall Insured Income Fund Limited Partnership (“DiVall 1”), which was dissolved December of 1998, and DiVall Income Properties 3 Limited Partnership (“DiVall 3”, and together with the Partnership and DiVall 1, the “three original partnerships”), which was dissolved December of 2003, 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 systems of the three original partnerships.
Subsequent to discovery, and in response to the regulatory inquiries, The Provo Group, Inc. (“TPG” or the “General Partner”) was appointed Permanent Manager (effective February 8, 1993) to assume responsibility for daily operations and assets of the three original partnerships as well as to develop and execute a plan of restoration for the three original partnerships. Effective May 26, 1993, the limited partners of the Partnership, by written consent of the holders of a majority of the limited partnership interests, elected TPG as general partner of the Partnership. TPG terminated the former general partners by accepting their tendered resignations.
In 1993, the General Partner estimated an aggregate recovery of $3 million for the three original 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 three original partnerships based on their pro rata share of the total misappropriation, and restoration costs and recoveries have been allocated based on the same percentage. Through September 30, 2016, approximately $5,918,000 of recoveries have been received which exceeded the original estimate of $3 million. As a result, from January 1, 1996 through September 30, 2016, the Partnership has recognized a total of approximately $1,229,000 as recovery of amounts previously written off in the statements of income, which represents its share of the excess recovery. No further significant recoveries of the previously misappropriated funds are anticipated.
3. INVESTMENT PROPERTIES AND PROPERTIES HELD FOR SALE:
The total cost of the Properties includes the original purchase price plus acquisition fees and other capitalized costs paid to an affiliate of the former general partners of the Partnership.
As of September 30, 2016, the Properties were leased to the operators of eleven fully constructed fast-food restaurants. The tenants are comprised of, and operate, the following: nine Wendy’s restaurants, an Applebee’s restaurant, and a KFC restaurant. The Properties are located in a total of four states.
| 10 |
Discontinued Operations
During the three month periods ended September 30, 2016 and 2015, the Partnership recognized no income or loss from discontinued operations. During the nine month periods ended September 30, 2016 and 2015, the Partnership recognized loss from discontinued operations of $0 and $(67), respectively. The loss is the result of costs to maintain the then vacant Des Moines, Iowa property while it was held for sale after the tenant vacated. These costs include utilities, property insurance and real estate taxes.
The components of discontinued operations included in the condensed statement of income (loss) for the three and nine month periods ended September 30, 2016 and 2015 are outlined below:
| Three Month | Three Month | Nine month | Nine month | |||||||||||||
| Period ended | Period ended | Period ended | Period ended | |||||||||||||
| September 30, 2016 | September 30, 2015 | September 30, 2016 | September 30, 2015 | |||||||||||||
| Statements of Income (Loss): | ||||||||||||||||
| Revenues: | ||||||||||||||||
| Rental income | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Total Revenues | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Expenses: | ||||||||||||||||
| Other property expenses | 0 | 0 | 0 | 67 | ||||||||||||
| Total Expenses | $ | 0 | $ | 0 | $ | 0 | $ | 67 | ||||||||
| Net Income (Loss) from Discontinued Operations | $ | 0 | $ | 0 | $ | 0 | $ | (67 | ) | |||||||
4. PARTNERSHIP AGREEMENT:
The Amended Agreement of Limited Partnership (the “Partnership Agreement”) was amended, effective as of November 9, 2009, to extend the term of the Partnership to November 30, 2020, or until dissolution prior thereto pursuant to the consent of the majority of the outstanding limited partnership interests.
Under the terms of the Partnership Agreement, as amended, net profits or losses from operations are allocated 99% to the limited partners and 1% to the current General Partner. The amendment to the Partnership Agreement adopted in 2009 also provided for distributions from Net Cash Receipts, as defined, to be made 99% to limited partners and 1% to the current General Partner, provided that quarterly distributions are cumulative and are not to be made to the current 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, her or its 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.
The provisions regarding distribution of Net Proceeds, as defined, provide that Net Proceeds are to be distributed as follows: (a) to the limited partners, an amount equal to 100% of their Adjusted Original Capital; (b) then, to the limited partners, an amount necessary to provide each limited partner a liquidation preference equal to a 13.5% per annum, cumulative simple return on Adjusted Original Capital from the Return Calculation Date including in the calculation of such return on all prior distributions of Net Cash Receipts and any prior distributions of Net Proceeds under this clause, except to the extent needed by the General Partner to pay its federal and state income tax on the income allocated to it attributable to such year; and (c) then, to limited partners, 99%, and to the General Partner, 1%, of remaining Net Proceeds available for distribution.
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5. LEASES:
Original lease terms for the majority of the Properties are generally five to twenty years from their inception. The leases generally 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 its 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 on a straight-line basis and the cost of the property, excluding the cost of the land, is depreciated over its estimated useful life.
As of September 30, 2016, the aggregate minimum operating lease payments (including the aggregate total of the first three quarters of 2016 collected revenues of $730,280) to be received under the current operating leases for the Properties are as follows:
| Year ending December 31, | ||||
| 2016 | $ | 939,632 | ||
| 2017 | 871,084 | |||
| 2018 | 818,061 | |||
| 2019 | 660,433 | |||
| 2020 | 660,433 | |||
| Thereafter | 947,983 | |||
| $ | 4,897,626 |
At September 30, 2016 and December 31, 2015, rents and other receivables included $322,481 and $549,289, respectively, of unbilled percentage rents. As of September 30, 2016, all of the 2015 percentage rents had been billed and collected.
6. TRANSACTIONS WITH GENERAL PARTNER AND ITS AFFILIATES:
Pursuant to the terms of the Permanent Manager Agreement (“PMA”) executed in 1993 and renewed for an additional two year term as of January 1, 2015, the General Partner receives a base fee (the “Base Fee”) for managing the Partnership equal to four percent of gross receipts, subject initially to a minimum annual Base Fee. The PMA also provides that the Partnership is responsible for reimbursement of the General Partner for office rent and related office overhead (“Expenses”) up to an initial annual maximum of $13,250. Both the Base Fee and Expense reimbursement are subject to annual Consumer Price Index based adjustments. Effective March 1, 2016, the minimum annual Base Fee and the maximum Expenses reimbursement increased by 0.12% from the prior year, which represents the allowable annual Consumer Price Index adjustment per the PMA. Therefore, as of March 1, 2016, the minimum annual Base Fee paid by the Partnership was raised to $267,300 and the maximum annual Expenses reimbursement was increased to $21,564.
For purposes of computing the four percent overall fee paid to the General Partner, gross receipts include amounts recovered in connection with the misappropriation of assets by the former general partners and their affiliates. Through the quarter ended September 30, 2016, in total the General Partner had received fees from the Partnership totaling $59,729 on the amounts recovered. The fee received from the Partnership on the amounts recovered reduces the minimum monthly Base Fee by that same amount.
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Amounts paid and/or accrued to the General Partner and its affiliates for the three and nine month periods ended September 30, 2016 and 2015 are as follows:
| Three Month | Three Month | Nine month | Nine month | |||||||||||||
| Period ended | Period ended | Period ended | Period ended | |||||||||||||
| September 30, 2016 | September 30, 2015 | September 30, 2016 | September 30, 2015 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| General Partner | ||||||||||||||||
| Management fees | $ | 66,825 | $ | 66,744 | $ | 200,421 | $ | 199,522 | ||||||||
| Overhead allowance | 5,391 | 5,385 | 16,169 | 16,097 | ||||||||||||
| Other outsourced administrative fees | 0 | 0 | 0 | 1,088 | ||||||||||||
| Reimbursement for out-of-pocket expenses | 0 | 0 | 2,500 | 2,500 | ||||||||||||
| Sales and Leasing Commissions | 9,099 | 0 | 9,099 | 0 | ||||||||||||
| Cash distribution due to partner | 1,252 | 1,146 | 1,764 | 1,681 | ||||||||||||
| $ | 82,567 | $ | 73,575 | $ | 229,953 | $ | 220,888 | |||||||||
At September 30, 2016 and December 31, 2015, $1,252 and $1,416, respectively, was payable to the General Partner.
As of September 30, 2016 and December 31, 2015, TPG Finance Corp. owned 200 limited partnership interests of the Partnership. The President of the General Partner, Bruce A. Provo, is also the President of TPG Finance Corp., but he is not a shareholder of TPG Finance Corp.
As of September 30, 2016, the General Partner did not own any limited partnership interests in the Partnership. The following table identifies the beneficial ownership of Mr. Provo, who, controls the General Partner, and performs the functions of the Partnership’s principal executive officer. Mr. Provo is the only person performing the function of an executive officer of the Partnership that beneficially owns any limited partnership interests.
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| Title of Class | Name of Beneficial Owner(1) | Amount and Nature of Beneficial Ownership | Percentage of Class Outstanding(3) | |||||||
| Limited Partnership Interest | Bruce A. Provo | 200 | (2) | 0.43 | % | |||||
| (1) | A beneficial owner of a security includes a person who, directly or indirectly, has or shares voting or investment power with respect to such security. Voting power is the power to vote or direct the voting of the security and investment power is the power to dispose or direct the disposition of the security. | |
| (2) | Bruce A. Provo is deemed to have beneficial ownership of all of TPG Finance Corp.’s limited partnership interests in the Partnership due to his control as President of TPG Finance Corp. | |
| (3) | Based on 46,280.3 limited partnership interests outstanding as of September 30, 2016. |
7. TRANSACTIONS WITH OWNERS WITH GREATER THAN TEN PERCENT BENEFICIAL INTERESTS:
As of September 30, 2016, Jesse Small, an Advisory Board Member, beneficially owned greater than ten percent of the Partnership’s outstanding limited partnership interests. Amounts paid to Mr. Small for his services as a member of the Advisory Board for the three and nine month periods ended September 30, 2016 and 2015 are as follows:
| Three Month Period ended September 30, 2016 | Three Month Period ended September 30, 2015 | Nine month Period ended September 30, 2016 | Nine month Period ended September 30, 2015 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Advisory Board Fees paid | $ | 875 | $ | 875 | $ | 2,625 | $ | 2,625 | ||||||||
At September 30, 2016 and December 31, 2015 there were no outstanding Advisory Board fees accrued and payable to Jesse Small.
8. CONTINGENT LIABILITIES:
According to the Partnership Agreement, as amended, TPG, as General Partner, may receive a disposition fee not to exceed three percent of the contract price on the sale of the three original partnerships’ properties (See Note 2 for further information as to the original three original partnerships). In addition, fifty percent of all such disposition fees earned by TPG were to be escrowed until the aggregate amount of recovery of the funds misappropriated from the three original partnerships by the former general partners was greater than $4,500,000. Upon reaching such recovery level, full disposition fees would thereafter be payable and fifty percent of the previously escrowed amounts would be paid to TPG. At such time as the recovery exceeded $6,000,000 in the aggregate, the remaining escrowed disposition fees were to be paid to TPG. If such levels of recovery were not achieved, TPG would contribute the amounts escrowed toward the recovery until the three original partnerships were made whole. In lieu of a disposition fee escrow, the fifty percent of all such disposition fees previously discussed were paid directly to a restoration account and then distributed among the three original partnerships, whereby the three original partnerships recorded the recoveries as income (See Note 2). After the recovery level of $4,500,000 was exceeded, fifty percent of the total disposition fee amount paid to the three original partnerships recovery through the restoration account (in lieu of the disposition fee escrow) was refunded to TPG during March 1996. The remaining fifty percent amount allocated to the Partnership through the restoration account, and which was previously reflected as Partnership recovery income, may be owed to TPG if the $6,000,000 recovery level is met. As of September 30, 2016, the Partnership may owe TPG $16,296 if the $6,000,000 recovery level is achieved. TPG does not expect any future refund, as it is uncertain that such a $6,000,000 recovery level will be achieved.
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9. PMA INDEMNIFICATION TRUST:
The PMA provides that TPG will be indemnified from any claims or expenses arising out of, or relating to, TPG serving as the General Partner, so long as such claims do not arise from fraudulent or criminal misconduct by TPG. The PMA provides that the Partnership will 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 (the “Trust”) serving such purposes has been established at United Missouri Bank, N.A. The corpus of the Trust has been fully funded with Partnership assets. Funds are invested in U.S. Treasury securities. In addition, $204,692 of earnings has been credited to the Trust as of September 30, 2016. The rights of TPG to the Trust shall be terminated upon the earliest to occur of the following events: (i) the written release by TPG 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 TPG and which is subject to indemnification; or (iii) a determination by a court of competent jurisdiction that TPG shall have no liability to any person with respect to a claim which is subject to indemnification under the PMA. At such time as the indemnity provisions expire or the full indemnity is paid, any funds remaining in the Trust will revert back to the general funds of the Partnership.
10. NOTE RECEIVABLE:
A sales contract was executed on September 30, 2009 for the installment sale of the Partnership’s former property operated as a Panda Buffet restaurant (“Panda Buffet”) located in Grand Forks, ND to the owner tenant. The Partnership completed the sale of the Panda Buffet property on November 12, 2009 for $450,000. The buyer paid $150,000 at closing with the remaining balance of $300,000 being delivered in the form of a promissory note (the “Buyers Note”) to the Partnership. The Buyers Note originally had a term of three years, an interest rate of 7.25%, and principal and interest payments paid monthly. Principal was amortized over a period of ten years beginning December 1, 2009 with a balloon payment originally scheduled to be due on November 1, 2012. The Buyers Note also requires the buyer to escrow property taxes with the Partnership which, as of January 1, 2013, was $925 per month.
Effective November 1, 2012, the Partnership amended the Buyers Note in the amount of $232,777, to $200,000 after a principal payment of $32,777 was received under the following extended terms: The principal balance was then amortized over five years at an interest rate of 7.25% per annum with a full balloon payment due November 1, 2014.
Effective November 1, 2014, the Partnership agreed to another two year extension as follows: buyer made a principal payment of $13,396 which reduced the principal balance to $120,000 as of November 1, 2014, and the loan is scheduled to be paid off by November 1, 2016.
Per the Buyers Note amortization schedule, the monthly payments total approximately $5,386 per month. The amortized principal payments yet to be received under the Buyers Note amounted to $10,676 as of September 30, 2016. During the nine month period ended September 30, 2016, nine note payments were received by the Partnership and totaled $46,481 in principal and $1,996 in interest.
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11. FAIR VALUE DISCLOSURES
The Partnership has determined the fair value based on hierarchy that gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy under the accounting principle are described below:
| Level 1. | Quoted prices in active markets for identical assets or liabilities. | |
| Level 2. | Quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, and inputs other than quoted prices that are observable for the investment. | |
| Level 3. | Unobservable inputs for which there is little, if any, market activity for the investment. The inputs into the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation and the use of discounted cash flow models to value the investment. |
The fair value hierarchy is based on the lowest level of input that is significant to the fair value measurements. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.
The Partnership assesses the levels of the investments at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with the Partnership’s accounting policy regarding the recognition of transfers between levels of the fair value hierarchy. For the three month periods ended September 30, 2016 and 2015, there were no such transfers.
12. SUBSEQUENT EVENTS
Wendy’s – Martinez, GA
The lease for this Property expired on November 6, 2016, and, as expected, the tenant did not renew the lease, and vacated the Property. An appraisal for this Property was completed earlier this year, and the appraised value was $530,000 or $11.45 per unit. The Partnership intends to immediately pursue either a new tenant lease or a sale of the Property.
Mini-Tender Offer
On November 8, 2016, the Partnership filed a Current Report on Form 8-K reporting that it received notice on November 3, 2016 of an unsolicited mini-tender offer to purchase up to 4.99% of the outstanding limited partnership units of the Partnership from limited partners of the Partnership at a price of $286.00 per limited partnership interest, less transfer fees of $100 per investor and less any distributions paid or payable after October 21, 2016. The Partnership expresses no opinion and is remaining neutral towards the tender offer. The Partnership also filed a letter to the limited partners dated November 8, 2016 providing further information regarding the unsolicited mini-tender offer.
We have reviewed all material events through the date of this report in accordance with ASC 855-10.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
CAUTIONARY STATEMENT
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but are the intent, belief or current expectations of management of DiVall Insured Income Properties 2 Limited Partnership (the “Partnership”) based on its knowledge and understanding of the business and industry. Words such as “may,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “could,” “should” and variations of these words and similar expressions are intended to identify forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.
Examples of forward-looking statements include, but are not limited to, statements we make regarding:
| ● | our expectations regarding financial condition or results of operations in any future period; | |
| ● | our future sources of, and needs for, liquidity and capital resources; | |
| ● | our expectations regarding economic and business conditions; | |
| ● | our business strategies and our ability to grow our business; | |
| ● | our decisions and policies with respect to the potential disposition of one or more Properties; | |
| ● | our ability to collect rents on our leases; | |
| ● | our ability to maintain relationships with our tenants; | |
| ● | future capital expenditures; | |
| ● | our ability to hire and retain key personnel and consultants; and | |
| ● | other risks and uncertainties described from time to time in our filings with the Securities and Exchange Commission (the “SEC”). |
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Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. The Partnership cautions readers not to place undue reliance on forward-looking statements, which reflect management’s view only as of the date of this Form 10-Q. All subsequent written and oral forward-looking statements attributable to the Partnership, or persons acting on the Partnership’s behalf, are expressly qualified in their entirety by this cautionary statement. Management undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. Factors that could cause actual results to differ materially from any forward-looking statements made in this Form 10-Q include, without limitation, changes in general economic conditions, changes in real estate conditions, including without limitation, decreases in valuations of real properties, increases in property taxes and lack of buyers should the Partnership want to dispose of a property, lease-up risks, ability of tenants to fulfill their obligations to the Partnership under existing leases, sales levels of tenants whose leases include a percentage rent component, adverse changes to the restaurant market, entrance of competitors to the Partnership’s lessees in markets in which the Partnership’s investment portfolio of commercial real estate properties (collectively, the “Properties”) are located, inability to obtain new tenants upon the expiration of existing leases, the potential need to fund tenant improvements or other capital expenditures out of operating cash flows and, our inability to realize value for Limited Partners upon disposition of the Partnership’s assets and such other factors as discussed in our Annual Report on Form 10-K for the year end December 31, 2015 and other reports we file with the SEC.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates, including investment impairment. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
The Partnership believes that its most significant accounting policies deal with:
Depreciation methods and lives-Depreciation of the Properties is provided on a straight-line basis over the estimated useful life of the buildings and improvements. While the Partnership believes these are the appropriate lives and methods, use of different lives and methods could result in different impacts on net income. Additionally, the value of real estate is typically based on market conditions and property performance, so depreciated book value of real estate may not reflect the market value of real estate assets.
Revenue recognition-Rental revenue from investment properties is recognized on a straight-line basis over the life of the respective lease when collectability is assured. Percentage rents are accrued only when the tenant has reached the sales breakpoint stipulated in the lease.
Impairment-The Partnership periodically reviews its long-lived assets, primarily real estate, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Partnership’s review involves comparing current and future operating performance of the assets, the most significant of which is undiscounted operating cash flows, to the carrying value of the assets. Based on this analysis, if deemed necessary, a provision for possible loss is recognized.
Investment Properties
As of September 30, 2016, the Partnership owned the Properties, which are leased and operated as eleven separate fast-food restaurants. In addition, one Property is located on a parcel of land that is subject to a ground lease. The eleven tenants are comprised of the following: nine Wendy’s restaurants, an Applebee’s restaurant, and a KFC restaurant. The Properties are located in a total of four states.
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Property taxes, general maintenance, insurance and ground rent on the 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 property tax payments to avoid possible foreclosure of the property. The Partnership pays for insurance and maintenance related to any vacant Property.
Such taxes, insurance and ground rent are accrued in the period in which the liability is incurred. The Partnership leases one Property to a restaurant which is located on a parcel of land where the Partnership holds a long-term ground lease, as lessee, which is set to expire in 2018. The Partnership has the option to extend the ground lease for two additional ten year periods. The Partnership owns all improvements constructed on the land (including the building and improvements) until the termination of the ground lease, at which time all constructed improvements will become the land owner’s property. The tenant, KFC, is responsible for the $3,400 per month ground lease payment per the terms of its lease with the Partnership.
There were no building improvements capitalized during the three and nine month periods ended September 30, 2016.
Net Income
Net income for the three month periods ended September 30, 2016 and 2015 was $312,912 and $286,419, respectively. Net income per limited partnership interest for the three month periods ended September 30, 2016 and 2015 was $6.69 and $6.13, respectively. Net income for the nine month periods ended September 30, 2016 and 2015 was $440,847 and $420,115, respectively. Net income per limited partnership interest for the nine month periods ended September 30, 2016 and 2015 was $9.43 and $8.99, respectively.
The increase from the 2015 periods to the 2016 periods is due primarily to higher revenues in 2016 compared to 2015, primarily as a result of certain tenants that, in addition to their base rents, are obligated to pay “percentage rents” during the 2016 periods which requires those tenants to pay additional rent amounts in a given year to the Partnership upon the sales revenues generated by activities on a leased Property achieving certain defined thresholds. Higher revenues during the 2016 periods were partially offset by higher operating costs during the 2016 periods primarily because of increased professional services expenses incurred to comply with a newly effective requirement of a rule of the Financial Industry Regulatory Authority (“FINRA”) related to the presentation of certain information in account statements distributed to limited partners.
Net income for the three and nine months periods ended September 30, 2016 and 2015 included the results from both operations and discontinued operations. Assets disposed of or deemed to be classified as held for sale require the reclassification of current and previous years’ operations to discontinued operations in accordance with GAAP applicable to “Accounting for the Impairment or Disposal of Long Lived Assets”. As such, prior year operating results for those properties considered as held for sale or properties no longer considered for sale have been reclassified to conform to the current year presentation without effecting total net income. When properties are considered held for sale, depreciation of the properties is discontinued, and the properties are valued at the lower of the depreciated cost or fair value, less costs to dispose.
Results of Operations
Income from continuing operations for the three month periods ended September 30, 2016 and 2015 were $312,912 and $286,419, respectively. Income from continuing operations for the nine month periods ended September 30, 2016 and 2015 were $440,847 and $420,115, respectively. See the paragraphs below for further information as to certain of the 2016 and 2015 variances of individual operating income and expense items.
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Three month period ended September 30, 2016 as compared to the three month period ended September 30, 2015:
Operating Rental Income: Rental income for the three month periods ended September 30, 2016 and 2015 was $476,460 and $461,057, respectively. The rental income was comprised primarily of monthly lease obligations and includes accruals for percentage rents earned during the quarter.
General and Administrative Expense: General and administrative expenses for the three month periods ended September 30, 2016 and 2015 were $14,956 and $15,249, respectively. General and administrative expenses were comprised of management expense, state/city registration and annual report filing fees, XBRL outsourced fees, office supplies, printing costs, outside storage expenses, copy/fax costs, postage and shipping expenses, long-distance telephone expenses, website fees, bank fees and state income tax expenses. The decrease in the 2016 period versus the 2015 period is due primarily to the decrease in printing costs due to the consent solicitation mailing that occurred in the 2015 period, but not in the 2016 period, as well as decreased offsite document storage costs.
Professional services: Professional services expenses for the three month periods ended September 30, 2016 and 2015 were $38,697 and $50,340, respectively. Professional services expenses were primarily comprised of investor relations data processing, investor mailings processing, website design, legal, auditing and tax preparation fees, and SEC report conversion and processing fees. The decrease from the 2015 period compared to the 2016 period is primarily the result of the contract signed in late 2015 with a new SEC Filer which provides filing services at a dramatically lower cost than the previous provider.
Nine month period ended September 30, 2016 as compared to the nine month period ended September 30, 2015:
Operating Rental Income: Rental income for the nine month periods ended September 30, 2016 and 2015 was $1,052,761 and $1,012,904, respectively. The rental income was comprised primarily of monthly lease obligations and includes accruals for annual percentage rents earned year-to-date.
Management expects total base operating rental income to be approximately $939,632 for the year 2016 based on operating leases currently in place. In addition, future operating rental income may decrease with tenant defaults and/or the reclassification of properties as properties held for sale. Future operating rental income may also increase with additional rents due from tenants, if those tenants experience increased sales levels, which require the payment of additional rent to the Partnership. Operating percentage rents included in rental income from operations in 2015 was $549,289, and management expects the 2016 percentage rents to be higher than 2015 due to the increasing sales trends in the first nine months of 2016 for the Wendy’s restaurants in the Partnership’s portfolio.
Insurance Expense: Insurance expense for each of the nine month periods ended September 30, 2016 and 2015 was $4,396. The insurance expense was related to the Partnership’s general liability policy. This amount could increase if the general liability insurance premium for the 2016/2017 insurance year that is expected to be paid in the fourth quarter of 2016 also increases.
General and Administrative Expense: General and administrative expenses for the nine month periods ended September 30, 2016 and 2015 were $47,750 and $54,789, respectively. General and administrative expenses were comprised of management expense, state/city registration and annual report filing fees, office supplies, printing costs, outside storage expenses, copy/fax costs, postage and shipping expenses, long-distance telephone expenses, website fees, bank fees, state income tax expenses and bad debt allowance. Management expects the total 2016 operating general and administrative expenses to be lower than total 2015 expenses, primarily due to the 2015 increased printing costs related to the bi-annual consent solicitation.
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Professional services: Professional services expenses for the nine month periods ended September 30, 2016 and 2015 were $235,267 and $213,170, respectively. Professional services expenses were primarily comprised of investor relations data processing, investor mailings processing, website design, legal, auditing and tax preparation fees, and SEC report conversion and processing fees. Management anticipates that the total 2016 operating professional services expenses will be higher than the total 2015 operating professional services expenses due to various factors, including higher investor relations fees, as well as higher legal fees and other professional services expenses related to compliance with FINRA Rule 2340.
Cash Flow Analysis
Net cash flows provided by operating activities for the nine month periods ended September 30, 2016 and 2015 were $800,992 and $763,946, respectively.
Cash flows provided from investing activities for the nine month periods ended September 30, 2016 and 2015 were $30,021 and $26,780, respectively. The amounts were comprised of the receipt of note receivable principal payments from the Buyers Note (such note is further discussed in Note 10), offset by the decrease in deferred rent relating to the revised terms of the Wendy’s – Mt. Pleasant, South Carolina lease. The amount for the 2016 period is higher because of the higher principal payments received from the Buyers Note.
For the nine month period ended September 30, 2016, cash flows used in financing activities was $831,764 and consisted of aggregate limited partner distributions of $830,000 and general partner distributions of $1,764. For the nine month period ended September 30, 2015, cash flows used in financing activities was $1,271,681 and consisted of aggregate limited partner distributions of $1,270,000, and general partner distributions of $1,681. Distributions have been and will continue to be made in accordance with the Amended Agreement of Limited Partnership of the Partnership.
Liquidity and Capital Resources
The Partnership’s cash balance was $246,040 at September 30, 2016. Cash of $140,000, including a portion of the $16,159 received from the Buyers Note, is anticipated to be used to fund the anticipated distribution to our limited partners for the 2016 third quarter, which is expected to be made on November 15, 2016, and cash of $16,497 is anticipated to be used for the payment of quarter-end accrued liabilities, net of property tax cash escrow, which are included in the balance sheets. The remainder of the cash balance represents amounts deemed necessary to allow the Partnership to operate normally.
The Partnership’s principal demands for funds are expected to be for the payment of operating expenses and distributions. Management anticipates that cash generated through the operations of the Properties and from potential sales of Properties will primarily provide the sources for future Partnership liquidity and limited partner distributions. During the process of leasing the Properties, the Partnership may experience competition from owners and managers of other properties. As a result, in connection with negotiating tenant leases, along with recognizing market conditions, the Partnership may offer rental concessions, or other inducements, which may have an adverse impact on the results of the Partnership’s operations. The Partnership is also in competition with sellers of similar properties to locate suitable purchasers for its Properties. The two primary liquidity risks with respect to the on-going operations of the Properties in the absence of mortgage debt are the Partnership’s inability to collect rent receivables and near-term or chronic property vacancies. The amount of cash to be distributed to our limited partners is determined by the General Partner and is dependent on a number of factors, including funds available for payment of distributions, capital expenditures, and taxable income recognition matching, which is primarily attributable to percentage rents and property sales.
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As of September 30, 2016, the Properties were 100% leased. In addition, the Partnership collected 100% of its base rent from current operating tenants for the nine month period ended September 30, 2016 and the fiscal year ended December 31, 2015, which we believe is a good indication of overall tenant quality and stability.
By their initial terms, two leases were scheduled to expire in 2016. A lease for a Property operated as an Applebee’s restaurant was scheduled to expire October 31, 2016, and on July 8, 2016 the tenant extended the term of that lease for an additional two years. The lease for the Property located in Martinez, GA and operated as a Wendy’s restaurant expires on November 6, 2016. On February 16, 2016, the Partnership received a Notice of Lease Surrender in connection with that lease. The tenant will not be renewing the lease when it expires on November 6, 2016 and will cease doing business and vacate the premises prior to that date. The Partnership anticipates that it will be able to identify a new tenant for the Martinez, GA Property. However, if that Property sits vacant for longer than anticipated, the vacancy of one or more Properties even for short durations of time would likely impact the operating revenues and expenses of the Partnership, and, correspondingly diminished cash flow from operations would adversely affect distributions.
Nine of the Partnership’s eleven Properties operate as Wendy’s fast food restaurants which are franchises of the international Wendy’s Company. Operating base rents from the nine Wendy’s leases comprised approximately 79% of the total 2016 operating base rents to-date. At December 31, 2015, additional 2015 percentage rents totaled $549,289, $546,453 of which were unbilled and accrued in relation to the Properties operated as Wendy’s restaurants. Therefore, during the fiscal year 2015, the Partnership generated approximately 86% of its total operating revenues from these nine Properties. Additionally, as of September 30, 2016, these nine Properties exceeded 75% of the Partnership’s total Properties, both by asset value and number. One of the Wendy’s leases is set to expire in November 2016, another seven are set to expire in November 2021, with a ninth lease set to expire in November 2026.
Since more than 75% of the Properties, both by historical asset value and number, are leased to Wendy’s franchises, the financial status of the three tenants may be considered material to investors. At the request of the Partnership, Wendgusta, Wendcharles I and Wendcharles II provided the Partnership with a copy of their reviewed financial statements for the fiscal years ended December 27, 2015 and December 28, 2014. Those reviewed financial statements prepared by Wendgusta’s, Wendcharles I’s and Wendcharles II’s accountants are attached as Exhibits 99.0, 99.1 and 99.2, respectively, to the Partnership’s December 31, 2015 Annual Report on Form 10-K, filed with the SEC on March 25, 2016. The Partnership has no rights to audit or review Wendgusta’s, Wendcharles I’s or Wendcharles II’s financial statements and the Partnership’s independent registered public accounting firm has not audited or reviewed the financial statements received from Wendgusta, Wendcharles I or Wencharles II.
Disposition Policies
The General Partner intends that the Partnership will hold the Properties until such time as a sale or other disposition appears to be advantageous to achieve the Partnership’s investment objectives or until it appears that such objectives will either currently not be met or not be met in the future. In deciding whether to sell Properties, the General Partner considers factors such as potential capital appreciation or depreciation, market and economic conditions and the general strength of the real estate market, cash flow and federal income tax considerations, including possible adverse federal income tax consequences to the limited partners. At any time the General Partner may exercise its discretion as to whether and when to sell one or more Properties, however, there is no obligation to sell any of the Properties at any particular time, except upon Partnership termination on November 30, 2020 or if limited partners holding a majority of the limited partnership interests vote to liquidate and dissolve the Partnership in response to a formal consent solicitation to liquidate the Partnership, with the next regularly scheduled vote expected to occur in 2017.
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Item 3. Quantitative and Qualitative Disclosure About Market Risk
As a smaller reporting company, the Partnership is not required to provide the information required by Item 305 of Regulation S-K.
Item 4. Controls and Procedures
Controls and Procedures
As of September 30, 2016 the Partnership’s management, including the persons serving as the Partnership’s principal executive officer and principal financial officer, concluded that the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report were effective based on the evaluation of these controls and procedures as required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act.
Changes in Internal Control over Financial Reporting
There has been no change in the Partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended September 30, 2016 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
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There are no material pending legal proceedings, other than ordinary routine litigation incidental to the Partnership’s business, to which the Partnership is a party.
Not Applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
None.
(a) Listing of Exhibits
| 3.1 | Certificate of Limited Partnership dated November 20, 1987, filed as Exhibit 3.7 to the Partnership’s Annual Report on Form 10-K filed March 22, 2013, Commission File 0-17686, and incorporated herein by reference. | |
| 4.1 | Agreement of Limited Partnership dated as of November 20, 1987, amended as of November 25, 1987, and February 20, 1988, filed as Exhibit 3A to Amendment No. 1 to the Partnership’s Registration Statement on Form S-11 as filed on February 22, 1988, and incorporated herein by reference. | |
| 4.2 | Amendments to Amended Agreement of Limited Partnership dated as of June 21, 1988, included as part of Supplement dated August 15, 1988, filed under Rule 424(b)(3), Commission File 0-17686, and incorporated herein by reference. | |
| 4.3. | Amendment to Amended Agreement of Limited Partnership dated as of February 8, 1993, filed as Exhibit 3.3 to the Partnership’s Annual Report on Form10-K for the year ended December 31, 1992, Commission File 0-17686, and incorporated herein by reference. | |
| 4.4 | Amendment to Amended Agreement of Limited Partnership dated as of May 26, 1993, filed as Exhibit 3.4 to the Partnership’s Annual Report on Form10-K for the year ended December 31, 1993, Commission File 0-17686, and incorporated herein by reference. |
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| 4.5 | Amendment to Amended Agreement of Limited Partnership dated as of September 30, 1994, filed as Exhibit 3.5 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 1994, Commission File 0-17686, and incorporated herein by reference. | |
| 4.6 | Amendment to Amended Agreement of Limited Partnership dated as of November 9, 2009, filed as Exhibit 4.1 to the Partnership’s Quarterly Report on Form 10-Q filed November 12, 2009, Commission File 0-17686, and incorporated herein by reference. | |
| 31.1 | 302 Certification | |
| 31.2 | 302 Certification | |
| 32.1 | Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350. | |
| 99.1 | Correspondence to the Limited Partners, anticipated to be mailed on November 15, 2016, regarding the third quarter of 2016 distribution. | |
| 101 | The following materials from the Partnership’s Quarterly Report on Form 10-Q for the quarter ended, formatted in XBRL (Extensible Business Reporting Language): (i) Unaudited Condensed Balance Sheets at September 30, 2016 and December 31, 2015, (ii) Unaudited Condensed Statements of Income for the three and nine month periods ended September 30, 2016 and 2015, (iii) Unaudited Condensed Statement of Cash Flows for the nine month periods ended September 30, 2016 and 2015, and (iv) Notes to the Unaudited Condensed Financial Statements. |
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Pursuant to the requirements 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 INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP
| By: | /s/ Lynette L. DeRose | |
| Lynette L. DeRose | ||
| (Chief Financial Officer and | ||
| Duly Authorized Officer of the Partnership) |
Date: November 10, 2016
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