Form 10-Q

-----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, SbRUmXhx8H6ch7IsduvzxxG36qsUEnvh1RElQA0d20r32VvRV04Ms6GFgEELPxsm nnxhFudUkSEaqNFPHm69HQ== 0001193125-09-174349.txt : 20090813 0001193125-09-174349.hdr.sgml : 20090813 20090813154549 ACCESSION NUMBER: 0001193125-09-174349 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090813 DATE AS OF CHANGE: 20090813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000825788 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 391606834 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-17686 FILM NUMBER: 091010407 BUSINESS ADDRESS: STREET 1: 1100 MAIN STREET CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8164217444 MAIL ADDRESS: STREET 1: 1100 MAIN STREET STREET 2: SUITE 1830 CITY: KANSAS CITY STATE: MO ZIP: 64105 FORMER COMPANY: FORMER CONFORMED NAME: DIVALL INSURED INCOME FUND-2 LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19880229 10-Q 1 d10q.htm FORM 10-Q Form 10-Q

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 quarter ended June 30, 2009

¨	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

incorporation or organization)

(I.R.S. Employer

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)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Interests

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 ¨ 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

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

CONDENSED BALANCE SHEETS

June 30, 2009 and December 31, 2008

ASSETS


	June 30, 2009			December 31, 2008
	(Unaudited)			(Audited)
INVESTMENT PROPERTIES: (Note 3)
Land	$	4,110,467		$	4,110,467
Buildings		6,692,027			6,692,027
Accumulated depreciation		(4,533,529	)		(4,438,474	)

Net investment properties	$	6,268,965		$	6,364,020

OTHER ASSETS:
Cash	$	662,444		$	1,528,935
Cash held in Indemnification Trust (Note 8)		449,935			449,624
Property taxes cash escrow		22,041			19,020
Rents and other receivables		18,191			424,022
Property taxes receivable		2,422			2,422
Deferred rent receivable		38,693			44,015
Prepaid insurance		11,575			28,939
Deferred charges, net		298,094			306,462

Total other assets	$	1,503,395		$	2,803,439

Total assets	$	7,772,360		$	9,167,459

The accompanying notes are an integral part of these condensed financial statements.

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

CONDENSED BALANCE SHEETS

June 30, 2009 and December 31, 2008

LIABILITIES AND PARTNERS’ CAPITAL


	June 30, 2009			December 31, 2008
	(Unaudited)			(Audited)
LIABILITIES:
Accounts payable and other accrued expenses	$	38,555		$	61,561
Property taxes payable		81,378			77,191
Due to General Partner		739			4,465
Security deposits		93,440			93,440

Total liabilities	$	214,112		$	236,657

CONTINGENT LIABILITIES: (Note 7 and 8)
PARTNERS’ CAPITAL: (Notes 1, 4 and 9)
General Partner
Cumulative net income	$	298,074		$	296,493
Cumulative cash distributions		(122,954	)		(122,321	)

	$	175,120		$	174,172

Limited Partners (46,280.3 interests outstanding)
Capital contributions, net of offering costs	$	39,358,468		$	39,358,468
Cumulative net income		35,875,157			35,718,659
Cumulative cash distributions		(67,010,268	)		(65,480,268	)
Reallocation of former general partners’ deficit capital		(840,229	)		(840,229	)

	$	7,383,128		$	8,756,630

Total partners’ capital	$	7,558,248		$	8,930,802

Total liabilities and partners’ capital	$	7,772,360		$	9,167,459

The accompanying notes are an integral part of these condensed financial statements.

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

CONDENSED STATEMENT OF INCOME

For the Three and Six Month Periods Ended June 30, 2009 and 2008

(Unaudited)


	Three Months ended June 30,					Six Months ended June 30,
	2009		2008			2009		2008
OPERATING REVENUES:
Rental income (Note 5)	$	311,272	$	330,677		$	612,356	$	650,981
Other Income		12,500		0			12,500		0

TOTAL OPERATING REVENUES	$	323,772	$	330,677		$	624,856	$	650,981

OPERATING EXPENSES
Partnership management fees (Note 6)	$	60,613	$	58,369		$	119,692	$	115,581
Restoration fees (Note 6)		86		86			210		249
Insurance		8,682		(4,243	)		17,363		(7,658	)
General and administrative		39,485		42,854			69,615		100,291
Advisory Board fees and expenses		2,625		2,125			4,750		4,750
Professional services		75,277		49,746			126,989		96,084
Property tax expense		14,250		32,000			28,500		32,000
Other property expenses		376		2,380			1,413		2,380
Adjustment to carrying value of property (Note 3)		0		5,736			0		8,624
Depreciation		47,527		41,834			95,055		86,515
Amortization		6,574		3,023			12,328		5,649

TOTAL OPERATING EXPENSES	$	255,495		233,910		$	475,915	$	444,465

OTHER INCOME
Interest income	$	631	$	10,294		$	1,829	$	20,246
Recovery of amounts previously written off (Note 2)		2,155		2,155			5,262		6,214
Other income		355		14,159			2,047		14,459

TOTAL OTHER INCOME	$	3,141	$	26,608			9,138	$	40,919

INCOME FROM CONTINUING OPERATIONS	$	71,418	$	123,375		$	158,079	$	247,435
INCOME FROM DISCONTINUED OPERATIONS (Note 1 and 3)		0		705,943			0		773,777

NET INCOME	$	71,418	$	829,318		$	158,079	$	1,021,212

NET INCOME - GENERAL PARTNER	$	714	$	8,293		$	1,581	$	10,212
NET INCOME - LIMITED PARTNERS		70,704		821,025			156,498		1,011,000

	$	71,418	$	829,318		$	158,079	$	1,021,212

PER LIMITED PARTNERSHIP INTEREST, Based on 46,280.3 interests outstanding:
INCOME FROM CONTINUING OPERATIONS	$	1.53	$	2.64		$	3.38	$	5.30
INCOME FROM DISCONTINUED OPERATIONS		0		15.10			0		16.55

NET INCOME PER LIMITED PARTNERSHIP INTEREST	$	1.53	$	17.74		$	3.38	$	21.85

The accompanying notes are an integral part of these condensed financial statements.

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

CONDENSED STATEMENTS OF CASH FLOWS

For the Six Month Periods Ended June 30, 2009 and 2008

(Unaudited)


	2009			2008
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net income	$	158,079		$	1,021,212
Adjustments to reconcile net income to net cash flows from operating activities -
Depreciation and amortization		107,383			94,829
Adjustment for carrying value of property no longer held for sale					8,624
Recovery of amounts previously written off		(5,262	)		(6,214	)
Interest applied to PMA Indemnification Trust account		(311	)		(7,133	)
Net gain on disposal of asset		0			(658,933	)
Changes in operating accounts:
(Increase) Decrease in property taxes cash escrow		(3,021	)		12,173
Decrease in rents and other receivables		405,831			374,353
Decrease in prepaid insurance		17,364			17,168
Decrease in deferred rent receivable		5,322			4,783
Increase in property taxes receivable		0			(15,053	)
Decrease (Increase) in due to General Partner		(3,726	)		1,691
Decrease in accounts payable and other accrued expenses		(23,005	)		(46,200	)
Increase in property taxes payable		4,186			34,879
Increase in income taxes payable		0			7,300
Decrease in security deposits		0			(5,600	)
Decrease in unearned rental income		0			(18,065	)

Net cash flows provided by operating activities	$	662,840		$	819,814

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
Proceeds from sale of properties held for sale	$	0		$	1,090,232
Payment of leasing commissions		(3,960	)		(7,260	)
Recoveries from former General Partner affiliates		5,262			6,214

Net cash flows provided by investing activities	$	1,302		$	1,089,186

CASH FLOWS USED IN FINANCING ACTIVITIES:
Cash distributions to Limited Partners	$	(1,530,000	)	$	(690,000	)
Cash distributions to General Partner		(633	)		(4,085	)

Net cash flows used in financing activities	$	(1,530,633	)	$	(694,085	)

NET (DECREASE) INCREASE IN CASH	$	(866,491	)	$	1,214,915
CASH AT BEGINNING OF PERIOD		1,528,935			677,411

CASH AT END OF PERIOD	$	662,444		$	1,892,326

The accompanying notes are an integral part of these condensed financial statements.

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

NOTES TO 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”) 2008 annual audited financial statements within Form 10-K.

These unaudited condensed financial statements include all adjustments, which are in the opinion of management, necessary to present a fair statement of the Partnership’s financial position as of June 30, 2009 and December 31, 2008, and the statements of income and cash flows for the three and six month periods ended June 30, 2009 and 2008.

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:

DiVall Insured Income Properties 2 Limited Partnership was formed on November 18, 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. The minimum offering requirements were met and escrowed subscription funds were released to the Partnership as of April 7, 1988. On January 23, 1989, the former general partners exercised their option to increase the offering from 25,000 interests to 50,000 interests and to extend the offering period to a date no later than August 22, 1989. On June 30, 1989, the general partners exercised their option to extend the offering period to a date no later than February 22, 1990. The offering closed on February 22, 1990, at which point 46,280.3 interests had been sold, resulting in total offering proceeds, 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 (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 under long-term leases. The lessees are primarily fast food, family style, and casual/theme restaurants. As of June 30, 2009, the Partnership owned sixteen (16) properties.

The Partnership will be dissolved on November 30, 2010, or earlier upon the prior occurrence of any of the following events: (a) the disposition of all properties of the Partnership; (b) the written determination by the General Partner that the Partnership’s assets may constitute “plan assets” for purposes of ERISA; (c) the agreement of Limited Partners owning a majority of the outstanding 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 Quarters of 2001, 2003, 2005 and 2007, consent solicitations were circulated (the “2001, 2003, 2005 and 2007 Consents, respectively”), which if approved would have authorized the sale of the Partnership’s assets and dissolution of the Partnership. A majority of the Limited Partners did not vote in favor of either the 2001, 2003, 2005 or 2007 Consents. Therefore, the Partnership continues to operate as a going concern. The Partnership mailed the 2009 Consent (“2009 Consent”) to Limited Partners on or about July 31, 2009 to determine whether the Limited Partners wish to extend the term of the Partnership for ten (10) years to November 30, 2020 (The “Extension Proposition”), or wish the Partnership to sell its assets, liquidate, and dissolve by November 30, 2010. Once the General Partner has received Consent Cards from Limited Partners holding a majority of the Partnership Interests voting either “FOR” or “AGAINST” the Extension Proposition, the General Partner may declare the 2009 Consent solicitation process concluded and will be bound by the results of such process. In any event, unless the General Partner elects to extend the deadline of the consent solicitation, the 2009 Consent solicitation processes and the opportunity to vote by returning a Consent Card, will end on October 31, 2009.

Significant Accounting Policies

Rental revenue from investment properties is recognized on the 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.

As of June 30, 2009, and December 31, 2008, there were no recorded values for allowance for doubtful accounts based on an analysis of specific accounts and historical experience.

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 and improvements are provided on a straight-line basis over the estimated useful lives of the buildings and improvements.

Deferred charges represent leasing commissions paid when 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 June 30, 2009 and December 31, 2008, accumulated amortization amounted to $53,178 and $46,250, respectively.

Property taxes, insurance and ground rent on the Partnership’s investment properties are the responsibility of the tenant. However, when a tenant fails to make the required tax payments or when a property becomes vacant (such as the Park Forest, IL property formerly operated as a Popeye’s Famous Fried Chicken restaurant), the Partnership makes the appropriate payments to avoid possible foreclosure of the property. Such taxes, insurance and ground rent are accrued in the period in which the liability is incurred. The Partnership owns one (1) restaurant, which is located on a parcel of land where it has entered into a long-term ground lease. The tenant, Kentucky Fried Chicken, is responsible for the $3,400 per month ground lease payment.

The Partnership generally maintains cash in federally insured accounts in a bank that is participating in the FDIC’s Transaction Account Guarantee Program. Under that program, through December 31, 2009, all non-interest bearing transaction accounts are fully guaranteed by the FDIC for the entire amount in the account.

Financial instruments that potentially subject the Partnership to significant concentrations of credit risk consist primarily of cash investments and leases. The Partnership generally maintains cash and cash equivalents 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. Additionally, as of June 30, 2009, nine (9) of the Partnership’s sixteen (16) properties are leased to two (2) significant tenants who have comprised 48% and 20%, respectively, of the total 2009 operating base rents.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

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 Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS No. 144). 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 income. When properties are considered held for sale depreciation of the properties is ceased, 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 deprecation 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 with SFAS No. 144 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.

Statement of Financial Accounting Standards No. 107 (“SFAS No. 107”), 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 in SFAS No. 107 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, TPG, of the Partnership believes that the carrying value of the Partnership’s assets (exclusive of the Investment Property) 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 the Partnership.

Recent Accounting Pronouncements

In May of 2009, FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”), which requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. The adoption of SFAS 165 has no impact on the Partnership’s consolidated financial position and results of operations, but does have an impact on the presentation of notes to the financial statements. This statement did not result in changes to subsequent events reported upon adoption. The Partnership evaluated subsequent events through August 13, 2009, as disclosed in Note 10.

In June of 2009, FASB issued SFAS No. 168, “The FASB Accounting Standard Codification and the Hierarchy of the Generally Accepted Accounting Principles- a replacement of SFAS No. 162” (“SFAS 168”), to become the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Partnership will implement this in the Third Quarter of 2009. The adoption of the provisions of SFAS 168 has no impact on the Partnership’s consolidated financial position and results of operations, but does have an impact on the presentation of notes to the financial statements.

In March of 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities- an amendment of FASB Statement No. 133” (“FAS No. 161”). SFAS No. 161 requires additional disclosures about the objectives of using derivative instruments, the method by which the derivative instruments and related hedged items are accounted for under Statement No. 133 and its related interpretations, and the effect of derivative instruments and related hedged items on financial position, financial performance, and cash flows. SFAS No. 161 also requires disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Partnership adopted SFAS No. 161 as required, effective January 1, 2009. As this pronouncement is only disclosure-related, it did not have an impact on the financial position and results of operations.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations” (“FAS No. 141(R)”). This Statement provides greater consistency in the accounting and financial reporting for business combinations. FAS No. 141(R) establishes new disclosure requirements and, among other things, requires the acquiring entity in a business combination to record contingent consideration payable, to expense transaction costs, and to recognize all assets acquired and liabilities assumed at acquisition-date fair value. This standard is effective for the beginning of the Partnership’s first fiscal year beginning after December 15, 2008. The Partnership adopted FAS No. 141(R) as required, effective January 1, 2009. FAS No. 141(R) will have a significant impact on the accounting for any future business combinations after the effective date and will impact the financial statements both on the acquisition date and subsequent periods.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“FAS No. 160”). FAS No. 160 amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements”, to establish accounting and reporting standards for the minority or noncontrolling interests in a subsidiary or variable interest entity and for the deconsolidation of a subsidiary or variable interest entity. Minority interests will be recharacterized as noncontrolling interests and classified as a component of equity. It also establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary and requires expanded disclosures. FAS No. 160 is effective for the beginning of the Partnership’s first fiscal year beginning after December 15, 2008, and requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. The Partnership adopted FAS No. 160 as required, effective January 1, 2009. Since the Partnership owns 100% of the Properties, the adoption of this standard did not have a material impact on its financial position or results of operations.

2. REGULATORY INVESTIGATION:

A preliminary investigation during 1992 by the Office of Commissioner of Securities for the State of Wisconsin and the Securities and Exchange Commission (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”) and DiVall Income Properties 3 Limited Partnership (“DiVall 3”) (collectively the “Partnerships”) to various other entities previously sponsored by or otherwise affiliated with DiVall and Magnuson. The unauthorized transfers were in violation of the respective Partnership Agreements and resulted, in part, from material weaknesses in the internal control system of the Partnerships.

Subsequent to discovery, and in response to the regulatory inquiries, a third-party Permanent Manager, The Provo Group, Inc. (“TPG”), was appointed (effective February 8, 1993) to assume responsibility for daily operations and assets of the Partnerships as well as to develop and execute a plan of restoration for the Partnerships. Effective May 26, 1993, the Limited Partners, by written consent of a majority of interests, elected the Permanent Manager, TPG, as General Partner. TPG terminated the former general partners by accepting their tendered resignations.

In 1993, the current General Partner estimated an aggregate recovery of $3 million for the Partnerships. At that time, an allowance was established against amounts due from former general partners and their affiliates reflecting the estimated $3 million receivable. This net receivable was allocated among the Partnerships based on each Partnership’s pro rata share of the total misappropriation, and restoration costs and recoveries have been allocated based on the same percentage. Through June 30, 2009, approximately $5,891,000 of recoveries have been received which exceeded the original estimate of $3 million. As a result, from January 1, 1996 through June 30, 2009, the Partnership has recognized a total of approximately $1,203,000 as recovery of amounts previously written off in the statements of income, which represents its share of the excess recovery. The current General Partner continues to pursue recoveries of the misappropriated funds, however, no further significant recoveries are anticipated.

3. INVESTMENT PROPERTIES AND PROPERTIES HELD FOR SALE:

The total cost of the investment properties and specialty leasehold improvements includes the original purchase price plus acquisition fees and other capitalized costs paid to an affiliate of the former general partners.

As of June 30, 2009, the Partnership owned sixteen (16) fully constructed fast-food restaurants, one of which, located in Park Forest, IL, is currently vacant and was formerly operated as a Popeye’s Famous Fried Chicken restaurant (tenant ceased operations in June of 2008, and the lease was terminated and the property vacated in July of 2008). The 15 properties with operating tenants are composed of the following: nine (9) Wendy’s restaurants, one (1) Denny’s restaurant, one (1) Applebee’s restaurant, one (1) Kentucky Fried Chicken restaurant, one (1) Chinese Super Buffet, one (1) Panda Buffet restaurant, and one (1) Daytona’s All Sports Café. The sixteen (16) properties are located in a total of eight (8) states.

The Partnership has been unsuccessful in finding a new tenant for the vacant Park Forest, IL property. The Partnership agreed to sell the property for $50,000 to a prospective purchaser. Negotiations ended due to uncertainty over 2008 real estate tax obligations due in 2009. The Partnership has no other interested parties for this vacant property in a distressed location. Accordingly, in the Third Quarter of 2008, the carrying value of the vacant Park Forest, IL property was reduced by $276,186 to its estimated fair market value of $50,000. The reduction included $129,450 related to land and $137,736 related to buildings.

The 2008 income from discontinued operations is attributable to the reclassification of the Wendy’s- 1515 Savannah Hwy., Charleston, SC property and the Blockbuster, Ogden, UT property to properties held for sale. The Wendy’s property was sold in May of 2008 under the terms of the Sales Contract dated April 10, 2008 and the Blockbuster property was sold in December of 2008. The 2008 income from discontinued operations includes the Second Quarter net gain of approximately $659,000 on the sale of the Wendy’s- 1515 Savannah Hwy., Charleston, SC property (the Wendy’s property was sold in May of 2008 under the terms of the Sales Contract dated April 10, 2008). The 2008 income from discontinued operations also includes the First Quarter of 2008 collection of $25,000 in earnest money in relation to the termination of the Wendy’s- Savannah Hwy., Charleston, SC property sales contract dated August 21, 2007.

There were no properties held for sale in the condensed balance sheets as of June 30, 2009 and December 31, 2008.

The components of discontinued operations included in the condensed statement of income for the three and six month periods ended June 30, 2009 and 2008 are outlined below:


	Three Month Period ended June 30, 2009		Three Month Period ended June 30, 2008			Six Month Period ended June 30, 2009		Six Month Period ended June 30, 2008
	(Unaudited)		(Unaudited)			(Unaudited)		(Unaudited)
Statements of Income:
Revenues:
Rental Income	$	0	$	43,628		$	0	$	89,590
Other Income		0		5,600			0		30,600

Total Revenues	$	0	$	49,228		$	0	$	120,190

Expenses:
Insurance	$	0	$	827		$	0	$	827
Professional services		0		(561	)		0		527
Maintenance and repair		0		677			0		1,327
Amortization		0		1,275			0		2,665

Total Expenses	$	0	$	2,218		$	0	$	5,346

Net Income from Rental Operations	$	0	$	47,010		$	0	$	114,844
Net gain on sale of properties		0		658,933			0		658,933

Income from Discontinued Operations	$	0	$	705,943		$	0	$	773,777

Other Investment in Properties Information

According to the Partnership Agreement, the former general partners were to commit 80% of the original offering proceeds to investment in properties. Upon the close of the offering, approximately 75% of the original proceeds were invested in the Partnership’s properties.

Certain leases provide the tenant with the option to acquire the property occupied by the tenant. The General Partner is not aware of any unfavorable purchase options in relation to the original cost or fair market value of the property at the time the option was granted, contained in any of the Partnership’s existing leases.

4. PARTNERSHIP AGREEMENT:

The Partnership Agreement, prior to an amendment effective May 26, 1993, provided that, for financial reporting and income tax purposes, net profits or losses from operations were allocated 90% to the Limited Partners and 10% to the general partners. The Partnership Agreement also provided for quarterly cash distributions from Net Cash Receipts, as defined, within 60 days after the last day of the first full calendar quarter following the date of release of the subscription funds from escrow, and each calendar quarter thereafter, in which such funds were available for distribution with respect to such quarter. Such distributions were to be made 90% to Limited Partners and 10% to the former general partners, provided, however, that quarterly distributions were to be cumulative and were not to be made to the former general partners unless and until each Limited Partner had received a distribution from Net Cash Receipts in an amount equal to 10% per annum, cumulative simple return on his or her Adjusted Original Capital, as defined, from the Return Calculation Date, as defined.

Net Proceeds, as originally defined, were 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 all prior distributions of Net Cash Receipts and any prior distributions of Net Proceeds under this clause; and (c) then, to Limited Partners, 90% and to the General Partners, 10%, of the remaining Net Proceeds available for distribution.

On May 26, 1993, pursuant to the results of a solicitation of written consents from the Limited Partners, the Partnership Agreement was amended to replace the former general partners and amend various sections of the Agreement. The former general partners were replaced as General Partner by The Provo Group, Inc., an Illinois corporation. Under the terms of the amendment, net profits or losses from operations are allocated 99% to the Limited Partners and 1% to the current General Partner. The amendment also provided for distributions from Net Cash Receipts to be made 99% to 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 or her Adjusted Original Capital, as defined, from the Return Calculation Date, as defined, except to the extent needed by the General Partner to pay its federal and state income taxes on the income allocated to it attributable to such year. Distributions paid to the General Partner are based on the estimated tax liability resulting from allocated income. Subsequent to the filing of the General Partner’s income tax returns, a true up with actual distributions is made.

The provisions regarding distribution of Net Proceeds, as defined, were also amended to 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.

Additionally, per the amendment of the Partnership Agreement dated May 26, 1993, the total compensation paid to all persons for the sale of the investment properties is limited to a competitive real estate commission, not to exceed 6% of the contract price for the sale of the property. The General Partner may receive up to one-half of the competitive real estate commission, not to exceed 3%, provided that the General Partner provides a substantial amount of services in the sales effort. It is further provided that a portion of the amount of such fees payable to the General Partner is subordinated to its success in recovering the funds misappropriated by the former general partners. (See Note 7)

Effective June 1, 1993, the Partnership Agreement was amended to (i) change the definition of “Distribution Quarter” to be consistent with calendar quarters, and (ii) change the distribution provisions to subordinate the General Partner’s share of distributions from Net Cash Receipts and Net Proceeds, except to the extent necessary for the General Partner to pay its federal and state income taxes on Partnership income allocated to the General Partner. Because these amendments do not adversely affect the rights of the Limited Partners, pursuant to section 10.2 of the Partnership Agreement, the General Partner made the amendments without a vote of the Limited Partners.

5. LEASES:

Original lease terms for the majority of the investment properties are generally 5 - 20 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 June 30, 2009, the aggregate minimum operating lease payments to be received under the current operating leases for the Partnership’s properties are as follows:


Year ending December 31,
2009	$	1,133,650
2010		1,009,500
2011		962,500
2012		939,500
2013		851,028
Thereafter		5,866,425

	$	10,762,603

At December 31, 2008, rents and other receivables included $2,000 of billed and $417,000 of unbilled percentage rents. As of June 30, 2009, approximately $2,000 of these 2008 percentage rents had not been collected.

On September 4, 2008, three (3) of the properties were leased to Wendcharles I, LLC (“Wendcharles”), a franchisee of Wendy’s restaurants. On July 2, 2007, six (6) of the properties were leased to Wendgusta, LLC (“Wendgusta”), a franchisee of Wendy’s restaurants. As of June 30, 2009, Wendcharles and Wendgusta operating base rents have accounted for 20% and 48%, respectively, of the total 2009 operating base rents.

6. TRANSACTIONS WITH GENERAL PARTNER AND ITS AFFILIATES:

Pursuant to the terms of the Permanent Manager Agreement (“PMA”) executed in 1993, the General Partner receives a Base Fee for managing the Partnership equal to 4% of gross receipts, subject to an initial minimum amount of $159,000. The PMA also provides that the Partnership is responsible for reimbursement 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, 2009, the minimum annual Base Fee and the maximum Expense reimbursement increased by 3.84% from the prior year, which represents the allowable annual Consumer Price Index adjustment per the PMA. Therefore, as of March 1, 2009, the minimum monthly Base Fee paid by the Partnership was raised to $20,233 and the maximum monthly Expense reimbursement was raised to $1,632.

For purposes of computing the 4% overall fee, gross receipts includes amounts recovered in connection with the misappropriation of assets by the former general partners and their affiliates. To date, TPG has received fees from the Partnership totaling $58,644 the amounts recovered, which includes fees received for the six month periods ended June 30, 2009 and 2008 of $210 and $249 respectively. The fees received from the Partnership on the amounts recovered reduce the 4% minimum fee by that same amount.

Amounts paid and/or accrued to the General Partner and its affiliates for the three and six month periods ended June 30, 2009 and 2008 are as follows:


	Incurred for the Three Month Period ended June 30, 2009		Incurred for the Three Month Period ended June 30, 2008		Incurred for the Six Month Period ended June 30, 2009		Incurred for the Six Month Period ended June 30, 2008
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
General Partner
Management fees	$	60,613	$	58,369	$	119,692	$	115,581
Restoration fees		86		86		210		249
Overhead allowance		4,896		4,716		9,672		9,345
Sales commissions		0		35,100		0		35,100
Leasing commissions		4,140		2,160		3,960		5,220
Reimbursement for out-of-pocket expenses		1,111		2,429		2,600		3,930
Cash distribution		286		3,317		633		4,085

	$	71,132	$	101,932	$	136,767	$	173,510

At June 30, 2009 and December 31, 2008, $739 and $4,465, respectively, was payable to the General Partner.

7. CONTINGENT LIABILITIES:

According to the Partnership Agreement, as amended, the General Partner may receive a disposition fee not to exceed 3% of the contract price of the sale of investment properties. Fifty percent (50%) of all such disposition fees earned by the General Partner is to be escrowed until the aggregate amount of recovery of the funds misappropriated from the Partnerships by the former general partners is greater than $4,500,000. Upon reaching such recovery level, full disposition fees will thereafter be payable and fifty percent (50%) of the previously escrowed amounts will be paid to the General Partner. At such time as the recovery exceeds $6,000,000 in the aggregate, the remaining escrowed disposition fees will be paid to the General Partner. If such levels of recovery are not achieved, the General Partner will contribute the amounts escrowed toward the recovery. In lieu of an escrow, 50% of all such disposition fees have been paid directly to a restoration account and then distributed among the three original Partnerships. Fifty percent (50%) of the total amount paid to the recovery was refunded to the General Partner during March 1996 after exceeding the recovery level of $4,500,000. The General Partner does not expect any future refunds, as the possibility of achieving the $6,000,000 recovery threshold appears remote.

8. PMA INDEMNIFICATION TRUST:

The PMA provides that the Permanent Manager will be indemnified from any claims or expenses arising out of or relating to the Permanent Manager serving in such capacity or as substitute general partner, so long as such claims do not arise from fraudulent or criminal misconduct by the Permanent Manager. The PMA provides that the Partnership fund this indemnification obligation by establishing a reserve of up to $250,000 of Partnership assets which would not be subject to the claims of the Partnership’s creditors. An Indemnification Trust (“Trust”) serving such purposes has been established at United Missouri Bank, N.A. The corpus of the Trust has been fully funded with Partnership assets as of June 30, 2009. Funds are invested in U.S. Treasury securities. In addition, $199,935 of earnings has been credited to the Trust as of June 30, 2009. The rights of the Permanent Manager to the Trust shall be terminated upon the earliest to occur of the following events: (i) the written release by the Permanent Manager of any and all interest in the Trust; (ii) the expiration of the longest statute of limitations relating to a potential claim which might be brought against the Permanent Manager and which is subject to indemnification; or (iii) a determination by a court of competent jurisdiction that the Permanent Manager shall have no liability to any person with respect to a claim which is subject to indemnification under the PMA. At such time as the indemnity provisions expire or the full indemnity is paid, any funds remaining in the Trust will revert back to the general funds of the Partnership.

9. FORMER GENERAL PARTNERS’ CAPITAL ACCOUNTS:

The capital account balance of the former general partners as of May 26, 1993, the date of their removal as general partners, was a deficit of $840,229. At December 31, 1993, the former general partners’ deficit capital account balance in the amount of $840,229 was reallocated to the Limited Partners.

10. SUBSEQUENT EVENTS:

The Partnership has performed an evaluation of subsequent events through August 13, 2009, which is the date the financial statements were issued.

On August 14, 2009, the Partnership is scheduled to make distributions to the Limited Partners of $275,000 amounting to approximately $5.94 per Unit Interest.

The lease extension for the Daytona’s All Sports Café- Des Moines, IA property was fully executed in early August of 2009. The lease extension is effective as of March 1, 2009, includes an annual base rent of $72,000, and is set to expire on May 31, 2011. A commission of approximately $5,000 was paid to a General Partner affiliate upon the execution of the lease extension.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources:

Investment Properties and Net Investment in Direct Financing Leases

The Properties held by the Partnership at June 30, 2009 were originally purchased at a price, including acquisition costs, of approximately $12,240,768.

The total cost of the investment properties includes the original purchase price plus acquisition fees and other capitalized costs paid to an affiliate of the former general partners.

As of June 30, 2009, the Partnership owned sixteen (16) fully constructed fast-food restaurants, one of which, located in Park Forest, IL, is currently vacant and was formerly operated as a Popeye’s Famous Fried Chicken restaurant (tenant ceased operations in June of 2008, and the lease was terminated and the property vacated in July of 2008). The 15 properties with operating tenants are composed of the following: nine (9) Wendy’s restaurants, one (1) Denny’s restaurant, one (1) Applebee’s restaurant, one (1) Kentucky Fried Chicken restaurant, one (1) Chinese Super Buffet), one (1) Panda Buffet restaurant, and one (1) Daytona’s All Sports Café. The sixteen (16) properties are located in a total of eight (8) states.

Six (6) of the sixteen (16) properties owned as of June 30, 2009 were leased to Wendgusta, LLC (“Wendgusta”), a Wendy’s franchisee. Since more than 20% of the Partnership’s properties, both by asset value and number, are leased to a single tenant, the financial status of the tenant may be considered relevant to investors. At the request of the Partnership, Wendgusta provided it with a copy of its reviewed financial statements for the fiscal years ended December 28, 2008 and December 31, 2007. Those reviewed financial statements are attached to the December 31, 2008 Annual Report 10-K as Exhibit 99.1. These financial statements were prepared by Wendgusta’s accountants. The Partnership has no rights to audit or review Wendgusta and the Partnership’s auditors have not audited or reviewed the financial statements received from Wendgusta. The Partnership has no reason to believe the Wendgusta financial statements do not accurately reflect the financial position of Wendgusta.

Three (3) of the sixteen (16) properties owned as of June 30, 2009 were leased to Wendcharles I, LLC (“Wendcharles”). Since nearly 20% of the Partnership’s properties, both by asset value and number, are leased to a single tenant, the financial status of the tenant may be considered relevant to investors. Wendcharles was formed during 2008, and at the request of the Partnership, Wendcharles provided it with a copy of its reviewed financial statements for the initial period June 24 to December 28, 2008. Those reviewed financial statements are attached to the December 31, 2008 Annual Report 10-K as Exhibit 99.2. These financial statements were prepared by Wendcharles’ accountants. The Partnership has no rights to audit or review Wendcharles and the Partnership’s auditors have not audited or reviewed the financial statements received from Wendcharles. The Partnership has no reason to believe the Wendcharles financial statements do not accurately reflect the financial position of Wendcharles.

In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” current and historical results from operations for disposed properties and assets classified as held for sale that occur subsequent to January 1, 2002 are reclassified separately as discontinued operations. This statement also requires the adjustment to carrying value of properties due to impairment in an attempt to reflect appropriate market values.

The Partnership has been unsuccessful in finding a new tenant for the vacant Park Forest, IL property. The Partnership agreed to sell the property for $50,000 to a prospective purchaser. Negotiations ended due to uncertainty over 2008 real estate tax obligations due in 2009. The Partnership has no other interested parties for this vacant property in a distressed location. Accordingly, the carrying value of the vacant Park Forest, IL property was reduced by $276,186 to its fair market value of $50,000 during the Third Quarter of 2008. The reduction included $129,450 related to land and $137,736 related to buildings and improvements.

The Partnership did not recognize income from discontinued operations during the three and six month period ended June 30, 2009. During the three and six month period ended June 30, 2008, the Partnership recognized income from discontinued operations of approximately $706,000 and $774,000, respectively. The 2008 income from discontinued operations is attributable to the reclassification of the Wendy’s- 1515 Savannah Hwy., Charleston, SC property and the Blockbuster, Ogden, UT property to properties held for sale. The Wendy’s property was sold in May of 2008 under the terms of the Sales Contract dated April 10, 2008 and the Blockbuster property was sold in December of 2008. The 2008 income from discontinued operations includes the Second Quarter net gain of approximately $659,000 on the sale of the Wendy’s- 1515 Savannah Hwy., Charleston, SC property (the Wendy’s property was sold in May of 2008 under the terms of the Sales Contract dated April 10, 2008). The 2008 income from discontinued operations also includes the First Quarter of 2008 collection of $25,000 in earnest money in relation to the termination of the Wendy’s- Savannah Hwy., Charleston, SC property sales contract dated August 21, 2007.

The following summarizes significant developments, by property, for properties with such developments.

Daytona’s All Sports Café- Des Moines, IA Property

In May of 2008, Management executed a one-year lease extension agreement with Daytona’s All Sports Café (“Daytona’s”). The lease extension began, and was effective, as of March 1, 2008. The lease, with an annual base rent of $72,000, expired on February 28, 2009. A commission of approximately $2,000 was paid to a General Partner affiliate in the Second Quarter of 2008 in relation to the lease extension. In July of 2009, Management agreed to the terms of a 27 month lease extension with Daytona’s All Sports Café (“Daytona’s”). Once executed, the lease extension, which is anticipated to begin, and will be effective, as of March 1, 2009, includes an annual base rent of $72,000, and will be set to expire on May 31, 2011. A commission of approximately $5,000 is expected to be paid to a General Partner affiliate upon the execution of the lease extension. As of June 30, 2009, Daytona’s was delinquent on one months rent (past due amount of $6,000 was collected in July of 2009).

Beginning in December of 2005, Management requested that Daytona’s escrow its future property tax liabilities with the Partnership on a monthly basis. As of June 30, 2009, Daytona’s was delinquent on one month of its property tax escrow obligations (past due amount of approximately $2,500 was collected in July of 2009). Escrow payments held by the Partnership totaled approximately $22,000 as of June 30, 2009.

Denny’s- Phoenix, Arizona Property

The former property lease, with an annual base rent of $72,000, expired on April 30, 2009. The tenant then paid month-to-month rent of $6,000 for May of 2009. A new twenty three (23) month lease was executed with the tenant, Denny’s #6423, LLC, in June of 2009. The lease (which was effective as of June 1, 2009) includes an annual base rent of $72,000, and is set to expire on May 31, 2011. A commission of approximately $4,000 was paid to a General Partner affiliate in the Second Quarter of 2009 in relation to the lease.

A sales contract, dated February 22, 2008, for the sale of the Denny’s- Phoenix, AZ property was terminated by the potential buyer in early May of 2008 due to financing difficulties. However, the $25,000 escrow deposit continued to be held with the title company until June of 2009, when both parties agreed to release the escrow deposit and to share the released funds equally between seller and buyer.

Vacant Park Forest, IL Property

In the Second Quarter of 2006, Management defaulted former tenant, a Popeye’s Famous Fried Chicken restaurant (“Popeye’s”), for failure to meet its lease obligations, and filed suit for possession of the Park Forest property in the Cook County Judicial Court. The Partnership continued the pursuit of all legal remedies available to recover possession and terminate the Lease. However, a Settlement Agreement (“Settlement”) was executed on May 1, 2007, and it was agreed to by all parties that Popeye’s would pay its past due rent and property taxes escrow obligations. In accordance with the Settlement, the Partnership received a payment for the approximately $10,000 of past due property tax escrow on May 3, 2007 and the three equal installment payments of $4,233 related to the past due rent obligations on May 8, June 20, 2007, and July 17, 2007. The Settlement reaffirmed that Popeye’s remained responsible for monthly rent obligations and property tax through the remainder of its Lease, which was set to expire on December 31, 2009.

Popeye’s ceased its operations in June of 2008. The lease was terminated and the tenant vacated the property in July of 2008. As of June 30, 2008, the former defaulted tenant owed the Partnership approximately $19,000 and $14,000 in past due billings of monthly rent and property tax escrow, respectively. The Partnership received full payment of both of these items from Popeye’s in August of 2008 in accordance with the terms of the lease termination and settlement agreement.

The Partnership has been unsuccessful in finding a new tenant for the vacant Park Forest, IL property. The Partnership agreed to sell the property for $50,000 to a prospective purchaser. Negotiations ended due to uncertainty over 2008 real estate tax obligations due in 2009. The Partnership has no other interested parties for this vacant property in a distressed location. Accordingly, the carrying value of the vacant Park Forest, IL property was reduced by $276,186 to its estimated fair market value of $50,000 at September 30, 2008. The reduction included $129,450 related to land and $137,736 related to buildings and improvements.

As of December 31, 2008, the Partnership had accrued twelve months of estimated 2008 property tax related to the Park Forest, IL property, which the Partnership will be obligated to pay to the Cook County taxing authority in 2009 (the first installment was paid in February of 2009 and the second installment is scheduled to be paid in the Third Quarter of 2009). Due to the lease termination and settlement, such property taxes will not be collectible from the former tenant. The former tenant’s property tax escrow balance held with the Partnership as of September 30, 2008 met all but $1,300 of the Park Forest property’s second 2007 property tax installment paid in November of 2008. The minimal shortage was accrued and expensed by the Partnership as of September 30, 2008. As of June 30, 2009, the Partnership has accrued six months of estimated 2009 property tax totaling approximately $29,000 related to the Park Forest, IL property, which the Partnership will be obligated to pay to the Cook County taxing authority in 2010.

Wendy’s- 1004 Richland Avenue, Aiken, SC Property

The Richland Avenue property lease with Wencoast Restaurants, Inc. (“Wencoast”), a franchisee of Wendy’s restaurants, was set to expire on November 6, 2016. On July 2, 2007 the lease was assumed and assigned to Wendgusta, LLC (“Wendgusta”), a franchisee of Wendy’s restaurants. Per the Assumption and Assignment Agreement, the monetary lease obligations and original lease expiration date remained the same. However, per a Lease Amendment agreement (“Amendment”) with Wendgusta, dated December 23, 2008, the original lease was extended five (5) years to November 6, 2021. The Amendment also includes one five year lease option renewal and a $130,000 capital improvement investment in the property by Wendgusta by January 2, 2009. A leasing commission of approximately $14,000 was paid to a General Partner affiliate in the Fourth Quarter of 2008 in relation to the five year lease extension.

Blockbuster- Ogden, UT Property

In February of 2008, Management executed a one-year lease extension agreement with Blockbuster. The lease was set to expire on January 31, 2009 and included annual base rent of $108,000 and a rent abatement of $6,000 for the month of February 2008. Commissions of approximately $5,000 ($2,000 to a non-affiliated broker and $3,000 to a General Partner affiliate) were paid and or accrued in the First Quarter of 2008. In August of 2008, Management executed a one-year lease extension agreement with Blockbuster. The lease extension began on February 1, 2009 and expires on January 31, 2010 and includes an annual base rent of $108,000. Commissions of approximately $5,000 ($2,000 to a non-affiliated broker and $3,000 to a General Partner affiliate) were paid/and or accrued in the Third Quarter of 2008.

A listing agreement for the sale of the property was executed in May of 2007, which was renewed in December of 2007, and again in May of 2008. A sales contract was executed on September 26, 2008 for the sale of the Blockbuster property to an unaffiliated party for $1,075,000. A letter of Tenant’s Right of First Refusal was mailed to the tenant, Blockbuster, on September 29, 2008 in accordance with the lease. In their response letter dated October 9, 2008, Blockbuster elected not to purchase the property at that time. The closing date on the sale of the property was December 1, 2008 and the net sales proceeds totaled approximately $1.04 million. A net gain on the sale of approximately $601,000 was recognized in the Fourth Quarter of 2008. Closing and other sale related costs amounted to approximately $71,000 and included $64,500 in sales commissions, of which $21,500 was paid to a General Partner affiliate.

Wendy’s- 343 Foley Road, Charleston, SC

The Foley Road property lease with tenant, Wencoast, was set to expire on November 6, 2016. On September 4, 2008 the lease was assumed and assigned to Wendcharles I, LLC (“Wendcharles”), a Wendy’s franchisee. Per the Assumption and Assignment of Lease agreement, the monetary lease obligations and original lease expiration date remained the same. However, per a Lease Amendment agreement (“Amendment”) with Wendcharles, dated September 4, 2008, the original lease was extended five (5) years to November 6, 2021. The Amendment also includes two five year lease option renewals, a $100,000 capital improvement investment in the property by Wendcharles within 24 months (September 2010), and an additional $50,000 capital improvement investment in the property by Wendcharles if the tenant exercises the second five (5) year lease extension option. A leasing commission of approximately $11,000 was paid to a General Partner affiliate in the Third Quarter of 2008 in relation to the five year lease extension.

Wendy’s- 361 Hwy. 17 Bypass, Mt. Pleasant, SC

The Hwy. 17 Bypass property lease with tenant, Wencoast, was set to expire on November 6, 2016. On September 4, 2008 the lease was assumed and assigned to Wendcharles. Per the Assumption and Assignment of Lease agreement, the monetary lease obligations and original lease expiration date remained the same. However, per a Lease Amendment agreement (“Amendment”) with Wendcharles, dated September 4, 2008, the original lease was extended five (5) years to November 6, 2021. The Amendment also includes two five year lease option renewals, a $120,000 capital improvement investment in the property by Wendcharles within 24 months (September 2010), and an additional $50,000 capital improvement investment in the property by Wendcharles if the tenant exercises the second five (5) year lease extension option. A leasing commission of approximately $12,000 was paid to a General Partner affiliate in the Third Quarter of 2008 in relation to the five year lease extension.

Wendy’s- 1721 Sam Rittenberg, Charleston, SC

The Sam Rittenberg property lease with tenant, Wencoast, was set to expire on November 6, 2016. On September 4, 2008 the lease was assumed and assigned to Wendcharles. Per the Assumption and Assignment of Lease agreement, the monetary lease obligations and original lease expiration date remained the same. However, per a Lease Amendment agreement (“Amendment”) with Wendcharles, dated September 4, 2008, the original lease was extended five (5) years to November 6, 2021. The Amendment also includes two five year lease option renewals, a $130,000 capital improvement investment in the property by Wendcharles within 24 months (September 2010), and an additional $50,000 capital improvement investment in the property by Wendcharles if the tenant exercises the second five (5) year lease extension option. A leasing commission of approximately $12,000 was paid to a General Partner affiliate in the Third Quarter in 2008 in relation to the five year lease extension.

Wendy’s- 1515 Savannah Hwy., Charleston, SC Property

On August 21, 2007, the Partnership executed a contract to sell the property to unaffiliated party. On February 29, 2008, the Partnership received a Notice of Termination of Contract in relation to the sale of the property. The buyer was unable to procure the necessary city building permits in the manner desired. On March 3, 2008, in accordance with the terms of the sales contract, the Partnership received the $25,000 in earnest money held with the title company.

A new sales contract was executed on April 10, 2008 for the sale of the property to a different unaffiliated party for $1.17 million. A letter of Tenant’s Right of First Refusal was mailed to the tenant, Wencoast Restaurants, Inc., on April 10, 2008 in accordance with the lease. Wencoast did not exercise its right of first refusal.

The closing date on the sale of the property was May 28, 2008 and the net sales proceeds totaled approximately $1.09 million. A net gain on the sale of approximately $659,000 was recognized in the Second Quarter of 2008. Closing and other sale related costs amounted to approximately $80,000 and included $70,200 in sales commission, of which $35,100 was paid to a General Partner affiliate.

Other Investment in Properties Information

Other Assets

Cash and cash equivalents held by the Partnership totaled approximately $662,000 at June 30, 2009, compared to $1,529,000 at December 31, 2008. Cash of $275,000 is anticipated to be used to fund the Second Quarter of 2009 distribution to Limited Partners in August of 2009, and cash of approximately $120,000 is anticipated to be used for the payment of quarter-end accounts payable and other accrued expenses, and the remainder represents amounts deemed necessary to allow the Partnership to operate normally.

Cash generated through the operations of the Partnership’s Properties and sales of Properties will provide the sources for future fund liquidity and Limited Partner distributions.

Property tax cash escrow amounted to approximately $22,000 at June 30, 2009, compared to $19,000 at December 31, 2008. Daytona’s property tax cash escrow balance held with the Partnership as of December 31, 2008 was approximately $19,000 and payments of approximately $14,500 were received by the Partnership from Daytona’s during the First and Second Quarters of 2009. Daytona’s 2007-2008 second property tax installment of approximately $11,500 was paid in the First Quarter of 2009. Daytona’s 2008-2009 estimated first property tax installment of approximately $12,000 is scheduled to be paid during the Third Quarter of 2009. (For further disclosure see Investment Properties in Item 2.)

The Partnership established an Indemnification Trust (the “Trust”) during the Fourth Quarter of 1993, deposited $100,000 in the Trust during 1993 and completed funding of the Trust with $150,000 during 1994. The provision to establish the Trust was included in the Permanent Manager Agreement for the indemnification of TPG, in the absence of fraud or gross negligence, from any claims or liabilities that may arise from TPG acting as Permanent Manager. The Trust is owned by the Partnership. (For additional information regarding the Trust refer to Note 8 to the condensed financial statements- PMA Indemnification Trust.)

Rents and other receivables amounted to approximately $18,000 at June 30, 2009, compared to $424,000 at December 31, 2008. The June 30, 2009 balance included Daytona’s one month rent delinquency (the June of 2009 billing payment was received in July of 2009) of approximately $6,000, Denny’s outstanding 2008 percentage rents billings balance of $2,000, and approximately $10,000 in 2009 percentage rental income accrued in the Second Quarter of 2009 for tenants who had reached their sales breakpoint. At December 31, 2008, rents and other receivables primarily included approximately $419,000 in 2008 percentage rental income accrued in the Second, Third and Fourth Quarters of 2008 for tenants who had reached their sales breakpoint. These percentage rents included $2,000 which was billed to a tenant in the Fourth Quarter of 2008 and $417,000 which were not billed to the tenant’s until the First Quarter of 2009. As of June 30, 2009, only approximately $2,000 of these 2008 percentage rents had not been collected.

Property tax receivable at June 30, 2009 totaled approximately $2,000, compared to $2,000 at December 31, 2008. The June 30, 2009 and the December 31, 2008 balances represented one month’s of property tax escrow charges due from Daytona’s- Sports Café.

Deferred charges totaled approximately $298,000, net of accumulated amortization, at June 30, 2009, compared to $306,000 at December 31, 2008. Deferred charges represent leasing commissions paid when properties are leased or upon the negotiated extension of a lease. A leasing commission of approximately $4,000 was paid in June of 2009 in relation to the new Denny’s, Phoenix, AZ lease and a leasing commission of approximately $5,000 was paid in July of 2009 in relation to the Daytona’s- All Sports, Des Moines, IA property. Leasing commissions of approximately $10,000 and $2,000 were paid in 2008 in relation to the lease term extensions of the Blockbuster, Ogden, UT and Daytona’s- All Sports, Des Moines, IA properties, respectively. Leasing commissions of approximately $34,000 were paid in September of 2008 in relation to the lease extensions of three (3) of the Wendy’s Properties that were assigned from Wencoast to Wendcharles. A leasing commission of approximately $14,000 was paid in December of 2008 in relation to the lease extension of one (1) of the Wendgusta Properties. Leasing commissions are capitalized and amortized over the life of the lease.

Liabilities

Accounts payable and other accrued expenses at June 30, 2009, amounted to approximately $39,000, compared to $62,000 at December 31, 2008. The balances primarily represented the accruals of auditor quarterly review fees, legal and data processing fees and investor distribution and communication expenses.

Property tax payable at June 30, 2009 and December 31, 2008 totaled approximately $81,000 and $77,000, respectively. The December 31, 2008 balance primarily represented the vacant Park Forest, IL property’s 2008 accrued property taxes and Daytona’s property tax escrow charges related to the tenant’s property tax which were scheduled to be due in 2009. As of June 30, 2009, the Partnership has accrued six months of estimated 2009 property tax that will be due to the taxing authority during 2010 and has paid the first installment of the 2008 property tax related to the vacant Park Forest, IL property (the second installment of the 2008 property tax is anticipated to be paid during the Third Quarter). The remainder of the June 30, 2009 balance includes Daytona’s property tax escrow charges. The second installment of the tenant’s 2007-2008 property tax was paid during the First Quarter of 2009 and the first installment of the tenant’s 2008-2009 property tax is scheduled to be paid during the Third Quarter of 2009.

Due to the General Partner amounted to approximately $739 at June 30, 2009 and primarily represented the General Partner’s Second Quarter of 2009 distribution.

Partners’ Capital

Net income for the year to-date was allocated between the General Partner and the Limited Partners, 1% and 99%, respectively, as provided for in the Partnership Agreement as discussed more fully in Note 4 of the condensed financial statements included in Item 1 of this report. The former general partners’ deficit capital account balance was reallocated to the Limited Partners at December 31, 1993. Refer to Note 9 to the condensed financial statements included in Item 1 of this report for additional information regarding the reallocation.

Cash distributions to the Limited Partners and to the General Partner during 2009 of $1,530,000 and $633, respectively, have also been made in accordance with the Partnership Agreement. The Partnership intends to pay Second Quarter of 2009 distributions of $275,000 on August 14, 2009.

Results of Operations

The Partnership reported income from continuing operations for the three month periods ended June 30, 2009 and 2008, of $71,000 and $123,000, respectively. The Partnership reported income from continuing operations for the six month periods ended June 30, 2009 and 2008, of $158,000 and $247,000, respectively. The variance in income from continuing operations in 2009 compared to 2008 is due primarily to: (i) the Second Quarter of 2009 collection of a $12,500 sales escrow deposit in relation to the termination of the Denny’s- Phoenix, AZ property sales contract dated February 22, 2008; (ii) higher professional services expenditures in 2009 primarily due to the 2009 Consent solicitation process; (iii) the vacancy of the Park Forest, IL property effective June 30, 2008; (iv) the reversal of the $12,000 2005/2006 insurance premium adjustment accrual in the First Quarter of 2008 and the reversal of the $12,000 2006/2007 insurance premium adjustment accrual in the Second Quarter of 2008; (v) the recognition of higher interest yields in 2008; and (vi) higher 2008 state income tax expenditures in 2008 resulting from sale of properties.

Discontinued Operations

Revenues

Total operating revenues amounted to $324,000 and $331,000, for the three month periods ended June 30, 2009 and 2008, respectively. Total operating revenues amounted to $625,000 and $651,000, for the six month periods ended June 30, 2009 and 2008, respectively. The variance in total operating revenues in 2009 compared to 2008 is due primarily to: (i) the Second Quarter of 2009 collection of a $12,500 sales escrow deposit in relation to the termination of the Denny’s- Phoenix, AZ property sales contract dated February 22, 2008; and (ii) the vacancy of the Park Forest, IL property effective June 30, 2008.

As of June 30, 2009, total base operating rent revenues should approximate $1,134,000 for the year 2009 based on leases currently in place. Future operating rent revenues may decrease with tenant defaults and/or the reclassification of Properties as held for sale. They may also increase with additional rents due from tenants, if those tenants experience sales levels, which require the payment of additional rent to the Partnership.

Expenses

For the three month periods ended June 30, 2009 and 2008, total operating expenses amounted to approximately 79% and 71%, respectively, of total revenues. For the six month periods ended June 30, 2009 and 2008, total operating expenses amounted to approximately 76% and 68%, respectively, of total revenues. The variance in total operating expenses in 2009 compared to 2008 is due primarily to: (i) higher professional services expenditures in 2009 primarily due to the 2009 Consent process; (ii) the reversal of the $12,000 2005/2006 insurance premium adjustment accrual in the First Quarter of 2008 and the reversal of the $12,000 2006/2007 insurance premium adjustment accrual in the Second Quarter of 2008; and (iii) higher 2008 state income tax expenditures in 2008 resulting from sale of properties.

Depreciation and amortization are non-cash items and do not affect current operating cash flow of the Partnership or distributions to the Limited Partners.

For the three and six month periods ended June 30, 2009 and 2008, there were no write-offs for non-collectible rents and receivables. Such write-offs would primarily be the result of tenant defaults.

Other Income

For the three month periods ended June 30, 2009 and 2008, the Partnership generated other income of approximately $3,000 and $27,000, respectively. For the six month periods ended June 30, 2009 and 2008, the Partnership generated other income of approximately $9,000 and $41,000, respectively.

Other revenues came primarily from interest earnings (higher interest yields were recognized in 2008) and small recoveries from former General Partners. Management anticipates that such revenue types may continue to be generated until Partnership dissolution.

Inflation

Inflation has a minimal effect on operating earnings and related cash flows from a portfolio of triple net leases. By their nature, such leases actually fix revenues and are not impacted by rising costs of maintenance, insurance, or real estate taxes. Although the majority of the Partnership’s leases have percentage rental clauses, revenues from operating percentage rentals represented only 26% of operating rental income for the year ended 2008 (does not include operating income from properties sold during 2008). If inflation causes operating margins to deteriorate for lessees, or if expenses grow faster than revenues, then, inflation may well negatively impact the portfolio through tenant defaults.

It would be misleading to associate inflation with asset appreciation for real estate, in general, and the Partnership’s portfolio, specifically. Due to the “triple-net” nature of the property leases, asset values generally move inversely with interest rates.

Critical Accounting Policies

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 the straight-line basis over the life of the respective lease. 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, a provision for possible loss is recognized, if any.

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

The Partnership is not subject to market risk. See Part II, Item 1A for the discussion of Risk Factors.

Item 4.

Controls and Procedures

Controls and Procedures

Based on their evaluation as of June 30, 2009, the Partnership’s Chief Executive Officer and Chief Financial Officer, have concluded that the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were sufficiently effective to ensure that the information required to be disclosed by the Partnership in this quarterly report on Form 10-Q was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and Form 10-Q.

There were no changes in our internal controls over financial reporting during the quarter ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect the Partnership’s internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

None.

Item 1a.

Risk Factors

General Risks Associated With Real Estate Ownership

The Partnership is subject to all of the general risks associated with the ownership of real estate. In particular, the Partnership faces the risk that rental revenue from its Properties may be insufficient to cover all operating expenses. Additional real estate ownership risks include:

•

Adverse changes in general or local economic conditions;

•

Changes in supply of, or demand for, similar or competing properties;

•

Changes in interest rates and operating expenses;

•

Competition for tenants;

•

Changes in market rental rates;

•

Inability to lease properties upon termination of existing leases;

•

Renewal of leases at lower rental rates;

•

Inability to collect rents from tenants due to financial hardship, including bankruptcy;

•

Changes in tax, real estate, zoning and environmental laws that may have an adverse impact upon the value of real estate;

•

Uninsured property liability;

•

Property damage or casualty losses;

•

Unexpected expenditures for capital improvements or to bring properties into compliance with applicable federal, state and local laws;

•

Acts of terrorism and war; and

•

Acts of God and other factors beyond the control of our management.

Risks Related to Tenants

The Partnership’s return on its investment will be derived principally from rental payments received from its tenants. Therefore, the Partnership’s return on its investment is largely dependent upon the business success of its tenants. The business success of the Partnership’s individual tenants can be adversely affected on three general levels. First, the tenants rely heavily on the management contributions of a few key entrepreneurial owners. The business operations of such entrepreneurial tenants can be adversely affected by death, disability or divorce of a key owner, or by such owner’s poor business decisions such as an undercapitalized business expansion. Second, changes in a local market area can adversely affect a tenant’s business operation. A local economy can suffer a downturn with high unemployment. Socioeconomic neighborhood changes can affect retail demand at specific sites and traffic patterns may change, or stronger competitors may enter a market. These and other local market factors can potentially adversely affect the tenants of Partnership properties. Finally, despite an individual tenant’s solid business plans in a strong local market, the chain concept itself can suffer reversals or changes in management policy, which in turn can affect the profitability of operations for Partnership properties. Therefore, there can be no assurance that any specific tenant will have the ability to pay its rent over the entire term of its lease with the Partnership.

Since over 90% of the Partnership’s investment in properties involves restaurant tenants, the restaurant market is the major market segment with a material impact on Partnership operations. It would appear that the management skill and potential operating efficiencies realized by Partnership lessees will be a major ingredient for their future operating success in a very competitive restaurant and food service marketplace.

There is no way to determine, with any certainty, which, if any, tenants will succeed or fail in their business operations over the term of their respective leases with the Partnership. It can be reasonably anticipated that some lessees will default on future lease payments to the Partnership, which will result in the loss of expected lease income for the Partnership. Management will use its best efforts to vigorously pursue collection of any defaulted amounts and to protect the Partnership’s assets and future rental income potential by trying to re-negotiate leases or re-lease any properties with rental defaults. External events, which could impact the Partnership’s liquidity, are the entrance of other competitors into the market areas of our tenants; liquidity and working capital needs of the lessees; and failure or withdrawal of any of the national franchises held by the Partnership’s tenants. Each of these events, alone or in combination, would affect the liquidity level of the lessees resulting in possible default by a tenant. Since the information regarding plans for future liquidity and expansion of closely held organizations, which are tenants of the Partnership, tend to be of a private and proprietary nature, anticipation of individual liquidity problems is difficult, and prediction of future events is nearly impossible.

Illiquidity of Real Estate Investments

Because real estate investments are relatively illiquid, the Partnership is limited in its ability to quickly sell one or more Properties in response to changing economic, financial and investment conditions. The real estate market is affected by many forces, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond the Partnership’s control. There is no way to predict whether the Partnership will be able to sell any property for a price or on terms that would be acceptable to the Partnership. It is also impossible to predict the length of time needed to find a willing purchaser and to close the sale of a Property.

The Partnership May Be Subject to Unknown Environmental Liabilities

Investments in real property can create a potential for environmental liability. An owner of property can face liability for environmental contamination created by the presence or discharge of hazardous substances on the property. The Partnership can face such liability regardless of the knowledge of the contamination; the timing or cause of the contamination; or the party responsible for the contamination of the property.

The presence of hazardous substances on a property may adversely affect the Partnership’s ability to sell that property and it may incur substantial remediation costs. Although the Partnership leases generally require tenants to operate in compliance with all applicable federal, state and local environmental laws, ordinances and regulations, and to indemnify the Partnership against any environmental liabilities arising from the tenants’ activities on the property, the Partnership could nevertheless be subject to strict liability by virtue of its ownership interest. There also can be no assurance that tenants could or would satisfy their indemnification obligations under their leases. The discovery of environmental liabilities attached to the Partnership’s Properties could have an adverse effect on the Partnership’s results of operations, financial condition or ability to make distributions to limited partners.

Item 2-5.

None

Item 6.

Exhibits and Reports on Form 8-K

(a)

Listing of Exhibits


31.1		302 Certifications.

32.1		Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350.

99.0		Correspondence to the Limited Partners which is scheduled to be mailed August 14, 2009 regarding the Second Quarter of 2009 distribution.

Report on Form 8-K:

The Registrant has not filed a Form 8-K in 2009.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP



By:		The Provo Group, Inc., General Partner

By:		/s/ Bruce A. Provo
		Bruce A. Provo, President

Date: August 13, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities and on the date indicated.



By:		The Provo Group, Inc., General Partner

By:		/s/ Bruce A. Provo
		Bruce A. Provo, President, Chief Executive Officer and Chief Financial Officer

Date: August 13, 2009

EX-31.1 2 dex311.htm 302 CERTIFICATIONS. 302 Certifications.

Exhibit 31.1

DIVALL INSURED INCOME PROPERTIES 2

LIMITED PARTNERSHIP

CERTIFICATIONS

I, Bruce A. Provo, certify that:

I have reviewed this quarterly report on Form 10-Q of DiVall Insured Income Properties 2 Limited Partnership;

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such internal disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors:

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


	THE PROVO GROUP, INC., General Partner

Dated: August 13, 2009	By	/s/ Bruce A. Provo
		President, Chief Executive Officer and Chief Financial Officer

EX-32.1 3 dex321.htm CERTIFICATION OF PERIODIC FINANCIAL REPORT PURSUANT TO 18 U.S.C. SECTION 1350. Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350.

Exhibit 32.1

DIVALL INSURED INCOME PROPERTIES 2

LIMITED PARTNERSHIP

Certification of Periodic Financial Report

Pursuant to 18 U.S.C. Section 1350

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of DiVall Insured Income Properties 2 Limited Partnership (the “Company”) certifies that the Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2009 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.


	THE PROVO GROUP, INC., General Partner

Dated: August 13, 2009	By:	/s/ Bruce A. Provo
		President, Chief Executive Officer and Chief Financial Officer

This certification is made solely for the purpose of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.

EX-99.0 4 dex990.htm CORRESPONDENCE TO THE LIMITED PARTNERS Correspondence to the Limited Partners

Exhibit 99.0

DiVall Insured Income Properties 2, L.P.

QUARTERLY NEWS


A publication of The Provo Group, Inc.		SECOND QUARTER 2009

2009 CONSENT VOTING UNDERWAY…We need your response!

Within the last two weeks, investors of record as of the close of business on June 30, 2009, should have received a Consent Statement and Consent Card in the mail which addresses the term extension of the Partnership from November 30, 2010 to November 30, 2020. The current market conditions (as we understand them) are detailed in the Consent Statement. We hope you have read these documents carefully and have already returned your Consent Card in the postage free and pre-addressed envelope mailed to you along with the Consent materials.

For those same investors of record, we have enclosed with this distribution mailing an additional investor Consent Card (pre-printed with your individual investor(s) information), as well as a new postage free and pre-addressed envelope. Please disregard these if you have already returned your signed Consent Card. Although these investors previously received a full set of Consent materials by mail, a PDF copy of the Definitive Consent Statement can also be viewed on and printed from the Internet via the new Partnership website at www.divallproperties.com (see the Investor Relations page). If using the Consent Card from the Internet, please call DiVall Investor Relations at 1-800-547-7686 for appropriate individual investor label information prior to signing and mailing.

You must return your signed Consent Card prior to October 31, 2009. If you do not sign and return your Consent Card, it is deemed a vote AGAINST the term extension of the Partnership for ten years to November 30, 2020. Please note that extending the term of the Partnership to 2020 does not mean that the properties will not be sold and the Partnership liquidated until 2020. If we do receive more than 50% of limited partner votes to extend the term of the Partnership, we will continue to circulate the biennial Consent for Sale vote every two years as we have done the past several years. Therefore, if the Partnership is extended to 2020, limited partners will continue to have the opportunity to vote for a “bulk” sale and the liquidation of the Partnership as early as May of 2011. In addition, we would continue to selectively sell individual properties when special and advantageous circumstances arise.

We believe that the amendment to the Partnership Agreement extending its term is in the best interest of the Partnership and the limited partners because, among other reasons and as more specifically described in the Consent Statement, the quality of the Partnership’s portfolio has improved due to the selective “pruning” (through individual sales) of properties with higher risk profiles with respect to future earnings. Your Advisory Board has been supportive of our selective pruning of the Partnership’s portfolio; however, the Advisory Board believes that it is prudent to hold the majority of the Partnership’s portfolio because of the fundamental strength of its core assets . . . namely the Wendy’s leases. In addition, “cap rates,” which are being applied in the triple-net lease marketplace, have risen markedly in the past eight months. As such cap rates rise, the property sales prices drop. We do not know if this rise in cap rates is a short term phenomenon or a long term adjustment in the market. However, we believe it is prudent not to try to sell into the current depressed real estate market if it is not necessary. Finally, the General Partner estimates a stable annual return of approximately 6% going forward, which would be difficult to replace in the current interest rate environment.

As your General Partner we recommend that you vote “FOR” the amendment to the Partnership Agreement to extend the term of the Partnership a period of 10 years to November 30, 2020.


SEE INSIDE
Distribution Highlights		2
Property Highlights		2
Questions & Answers		2
Contact Information		2


PAGE 2		DIVALL 2 QUARTERLY NEWS		2 Q 09

DISTRIBUTION HIGHLIGHTS

•

$275,000 ($5.94 per unit) distributed for the Second Quarter of 2009, which is $55,000 ($1.19 per unit) higher than originally projected. The variance is primarily due to unanticipated rental collections from both Daytona’s and Denny’s (see PROPERTY HIGHLIGHTS below) and the collection of a sales escrow deposit related to the Denny’s sales contract which was terminated in May of 2008.

•

The annualized “operating return” for the Second Quarter of 2009 was approximately 7%, based on the Net Unit Value (“NUV”) of $330 per unit as of December 31, 2008.

•

$1,557.23 to $1,408.06 range of cumulative distributions per unit from the first unit sold to the last unit sold before the offering closed (3/90). (Distributions are from both cash flow from operations and “net” cash activity from financing and investing activities).

PROPERTY HIGHLIGHTS

•

Des Moines, IA (operates as Daytona’s All Sports Café): The lease on the property was extended in 2008 for one year and expired as of February 28, 2009. The terms of a new twenty-seven (27) month lease (retroactive to March 1, 2009), was agreed to in July of 2009, and includes first year base rent of $72,000. Daytona’s will be continued to be charged month-to-month rent of $6,000 until the new lease is executed. Due to the vagaries of a sports bar, a lease renewal for Daytona’s was not included in the 2009 budget.

•

Phoenix, AZ (operates as a Denny’s restaurant): A lease on the property expired on April 30, 2009 and month-to-month rent of $6,000 was charged to the tenant for May of 2009. A new twenty-three (23) month lease was executed in June of 2009 and commenced on June 1, 2009. The first year base rent amounts to $72,000. Due to the uncertainty of a lease renewal, the Denny’s new lease was not included in the 2009 budget.

QUESTIONS AND ANSWERS

•

When can I expect my next distribution mailing?

Your distribution correspondence for the Third Quarter of 2009 is scheduled to be mailed on November 13, 2009.

•

What was the December 31, 2008 Net Unit Value (“NUV”)?

The Net Unit Value was $330 per unit. The Net Unit Value letter from the General Partner was included with the February 13, 2009 distribution mailing. Please note that the year-end NUV should be adjusted (reduced) for any subsequent property sales during the following year.

•

Where can I find the new Partnership website?

Please visit the website at www.divallproperties.com.

•

How do I have a question answered in the next Newsletter?

Please e-mail your specific question to Diane Conley (DiVall Controller) at dconley@theprovogroup.com by Monday, October 5, 2009 or visit the Investor Relations page at www.divallproperties.com.

•

I’ve moved. How do I update my account registration?

Please mail or fax to DiVall Investor Relations a signed letter stating your new address and telephone number. Updates cannot be accepted over the telephone or via voicemail messages.

•

If I have questions or comments, how can I reach DiVall Investor Relations?

You can reach DiVall Investor Relations at the address and/or number(s) listed below.

CONTACT INFORMATION


MAIL:	DiVall Investor Relations	PHONE: 1-800-547-7686
	c/o Phoenix American Financial Services, Inc.	FAX: 1-415-485-4553
	2401 Kerner Blvd.
	San Rafael, CA 94901

DIVALL INSURED INCOME PROPERTIES 2 L.P.

STATEMENTS OF INCOME AND CASH FLOW CHANGES

FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2009


	PROJECTED			ACTUAL			VARIANCE
	2nd QUARTER 06/30/2009			2nd QUARTER 06/30/2009			BETTER (WORSE)
OPERATING REVENUES
Rental income	$	285,487		$	311,272		$	25,785
Interest income		1,655			631			(1,024	)
Other income		0			15,010			15,010

TOTAL OPERATING REVENUES	$	287,142		$	326,913		$	39,771


OPERATING EXPENSES
Insurance	$	8,682		$	8,682		$	0
Management fees		60,210			60,613			(403	)
Overhead allowance		4,857			4,896			(39	)
Advisory Board		2,625			2,625			0
Administrative		35,045			34,589			456
Professional services		25,800			24,721			1,079
Auditing		51,273			31,715			19,558
Legal		9,000			18,840			(9,840	)
Property Expenses		25,996			14,626			11,370

TOTAL OPERATING EXPENSES	$	223,488		$	201,307		$	22,181

INVESTIGATION AND RESTORATION EXPENSES	$	0		$	86		$	(86	)

NON-OPERATING EXPENSES
Depreciation	$	47,526		$	47,527		$	(1	)
Amortization		5,187			6,574			(1,387	)

TOTAL NON-OPERATING EXPENSES	$	52,713		$	54,102		$	(1,389	)

TOTAL EXPENSES	$	276,200		$	255,495		$	20,705

NET INCOME	$	10,942		$	71,418		$	60,476

							VARIANCE
OPERATING CASH RECONCILIATION:
Depreciation and amortization		52,713			54,102			1,389
Recovery of amounts previously written off		0			(2,155	)		(2,155	)
(Increase) Decrease in current assets		(11,857	)		6,598			18,455
Increase (Decrease) in current liabilities		20,006			13,299			(6,707	)
(Increase) Decrease in cash reserved for payables		(20,050	)		(13,585	)		6,465
Current cash flows advanced from (reserved for) future distributions		168,357			144,357			(24,000	)

Net Cash Provided From Operating Activities	$	220,110		$	274,034		$	53,924

CASH FLOWS (USED IN) FROM INVESTING AND FINANCING ACTIVITIES
Indemnification Trust (Interest earnings reinvested)	$	(155	)	$	(156	)	$	(1	)
Recovery of amounts previously written off		0			2,155			2,155
Payment of Leasing Commissions		0			(4,140	)		(4,140	)

Net Cash (Used In) From Investing And Financing Activities	$	(155	)	$	(2,141	)	$	(1,986	)


Total Cash Flow For Quarter	$	219,955		$	271,893		$	51,938

Cash Balance Beginning of Period		726,803			751,323			24,520
Less 1st quarter 2009 L.P. distributions paid 5/09		(220,000	)		(230,000	)		(10,000	)
Change in cash reserved for payables or future distributions		(148,307	)		(130,772	)		17,535

Cash Balance End of Period	$	578,451		$	662,444		$	83,993

Cash reserved for 2nd quarter 2009 L.P. distributions		(220,000	)		(275,000	)		(55,000	)
Cash reserved for payment of accrued expenses		(76,885	)		(96,162	)		(19,277	)
Cash advanced from (reserved for) future distributions		(177,326	)		(186,326	)		(9,000	)

Unrestricted Cash Balance End of Period	$	104,241		$	104,956		$	715


	PROJECTED			ACTUAL			VARIANCE
* Quarterly Distribution	$	220,000		$	275,000		$	55,000
Mailing Date		08/14/2009			(enclosed	)		—

*	Refer to distribution letter for detail of quarterly distribution.

PROJECTIONS FOR

DISCUSSION PURPOSES

DIVALL INSURED INCOME PROPERTIES 2 LP

2009 PROJECTED PROPERTY SUMMARY

AND RELATED RECEIPTS

FOR CURRENT INVESTMENT PROPERTIES

AS OF JUNE 30, 2009


PORTFOLIO	(Note 1)	REAL ESTATE				EQUIPMENT						TOTALS
CONCEPT	LOCATION	COST	ANNUAL BASE RENT	% YIELD		LEASE EXPIRATION DATE	COST	PRINCIPAL RETURNED AS OF 1/1/94	ANNUAL LEASE RECEIPTS	% RETURN		COST	ANNUAL RECEIPTS	RETURN
APPLEBEE’S (2)	COLUMBUS, OH	1,059,465	135,780	12.82	%		84,500	29,849	0	0.00	%	1,143,965	135,780	11.87	%
DENNY’S (3)	PHOENIX, AZ	972,726	72,000	7.40	%		183,239	0	0	0.00	%	1,155,965	72,000	6.23	%
CHINESE SUPER BUFFET	PHOENIX, AZ	865,900	72,000	8.32	%		221,237	0	0	0.00	%	1,087,137	72,000	6.62	%
DAYTONA’S All SPORTS CAFÉ (4)	DES MOINES, IA	845,000	72,000	8.52	%		52,813	0	0	0.00	%	897,813	72,000	8.02	%
KFC	SANTA FE, NM	451,230	60,000	13.30	%							451,230	60,000	13.30	%

Note:

This property summary includes only property held by the Partnership as of June 30, 2009.

The Applebee’s lease is set to expire on October 31, 2009. Management anticipates a lease renewal, so therefore twelve months of rent are included in annual base rent.

The former Denny’s lease expired on April 30, 2009. A new twenty-three month lease was executed in June of 2009 and was retroactive to June 1, 2009 (set to expire on April 30, 2011).

The Daytona’s lease expired on February 28, 2009. The terms of a new twenty-seventh month lease was agreed to in July of 2009 (retroactive to March 1, 2009), and includes first year base rent of $72,000. Daytona’s will continue to be charged month-to-month rent of $6,000 until the new lease is executed.

Popeye’s ceased operations in June of 2008 and the lease was terminated in July of 2008. Management anticipates the property will be vacant throughout 2009.

Page 1 of 2

PROJECTIONS FOR

DISCUSSION PURPOSES

DIVALL INSURED INCOME PROPERTIES 2 LP

2008 PROJECTED PROPERTY SUMMARY

AND RELATED RECEIPTS

FOR CURRENT INVESTMENT PROPERTIES

AS OF JUNE 30, 2009


PORTFOLIO	(Note 1)	REAL ESTATE				EQUIPMENT						TOTALS
CONCEPT	LOCATION	COST	ANNUAL BASE RENT	% YIELD		LEASE EXPIRATION DATE	COST	PRINCIPAL RETURNED AS OF 1/1/94	ANNUAL LEASE RECEIPTS	% RETURN		COST	TOTAL RECEIPTS	RETURN
VACANT (FORMER POPEYE’S) (5)	PARK FOREST, IL	580,938	0	0.00	%							580,938	0	0.00	%

PANDA BUFFET	GRAND FORKS, ND	739,375	38,000	5.14	%							739,375	38,000	5.14	%

WENDY’S	AIKEN, SC	633,750	90,480	14.28	%							633,750	90,480	14.28	%
WENDY’S	N. AUGUSTA, SC	660,156	87,780	13.30	%							660,156	87,780	13.30	%
WENDY’S	AUGUSTA, GA	728,813	96,780	13.28	%							728,813	96,780	13.28	%
WENDY’S	CHARLESTON, SC	596,781	76,920	12.89	%							596,781	76,920	12.89	%
WENDY’S	AIKEN, SC	776,344	96,780	12.47	%							776,344	96,780	12.47	%
WENDY’S	AUGUSTA, GA	649,594	86,160	13.26	%							649,594	86,160	13.26	%
WENDY’S	CHARLESTON, SC	528,125	70,200	13.29	%							528,125	70,200	13.29	%
WENDY’S	MT. PLEASANT, SC	580,938	77,280	13.30	%							580,938	77,280	13.30	%
WENDY’S	MARTINEZ, GA	633,750	84,120	13.27	%							633,750	84,120	13.27	%

PORTFOLIO TOTALS		11,302,885	1,216,280	10.76	%		541,789	29,849	0	0.00	%	11,844,674	1,216,280	10.27	%

Note:

This property summary includes only property held by the Partnership as of June 30, 2009.

The Applebee’s lease is set to expire on October 31, 2009. Management anticipates a lease renewal, so therefore twelve months of rent are included in annual base rent.

The former Denny’s lease expired on April 30, 2009. A new twenty-three month lease was executed in June of 2009 and was retroactive to June 1, 2009 (set to expire on April 30, 2011).

Popeye’s ceased operations in June of 2008 and the lease was terminated in July of 2008. Management anticipates the property will be vacant throughout 2009.

Page 2 of 2

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP,

a Wisconsin Limited Partnership

CONSENT OF LIMITED PARTNER TO AMEND THE

PARTNERSHIP AGREEMENT TO EXTEND THE LIFE OF THE

PARTNERSHIP TEN (10) YEARS TO NOVEMBER 30, 2020

The undersigned Limited Partner acknowledges receipt of the Consent Statement dated July 31, 2009 respecting the proposed amendment of the Partnership Agreement to extend the term of the Partnership by ten (10) years from November 30, 2010 to November 30, 2020. The undersigned Limited Partner understands that the General Partner is seeking approval from the Limited Partner’s to so amend the Partnership Agreement.

The General Partner recommends a vote “FOR” the amendment to the Partnership Agreement to extend the term of the Partnership by ten (10) years to November 30, 2020 as set forth below:

Section 2.2 of the Partnership Agreement is deleted in its entirety and the following substituted in lieu thereof:

“2.2 The term of the Partnership shall continue in full force and effect until November 30, 2020 or until dissolution prior thereto pursuant to the provisions of Article VIII.”

THIS PROPOSED AMENDMENT TO THE PARTNERSHIP AGREEMENT REQUIRES THE APPROVAL BY THE HOLDERS OF MORE THAN 50% OF THE OUTSTANDING UNITS OF THE PARTNERSHIP.

PLEASE CHECK THE APPROPRIATE BLANK BOX BELOW IN BLUE OR BLACK INK TO INDICATE YOUR VOTE ON THIS MATTER.

Consent to amend the Partnership Agreement to extend the term of the Partnership ten (10) years to November 30, 2020 as set forth above:

FOR ¨ AGAINST ¨ ABSTAIN ¨


		Date:
Signature of Unit Holder


Print Name

[LABEL]


		Date:
Signature of Unit Holder, if held jointly


Print Name

PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THE ABOVE LABEL REPRESENTING YOUR LIMITED PARTNERSHIP INTEREST. WHEN SUCH INTEREST(S) ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE OF SUCH. IF A CORPORATION, PLEASE HAVE SIGNED IN FULL CORPORATE NAME BY THE PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE HAVE SIGNED IN THE PARTNERSHIP’S NAME BY AN AUTHORIZED PERSON.

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