SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1994 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 0-15348 MRI Business Properties Fund, Ltd. III (Exact name of Registrant as specified in its charter) California 94-2969782 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5665 Northside Drive N.W., Ste. 370, Atlanta, Georgia 30328 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (404) 916-9090 N/A Former name, former address and fiscal year, if changed since last report. Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No_____ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes _____ No _____ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date __________________. 1 of 16 MRI BUSINESS PROPERTIES FUND, LTD. III - FORM 10-Q - JUNE 30, 1994 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. Consolidated Balance Sheets June 30, September 30, 1994 1993 (Unaudited) (Audited) Assets Cash and cash equivalents $ 3,471,000 $ 5,088,000 Cash investments - 3,467,000 Accounts and interest receivable, net 568,000 1,814,000 Inventories and operating supplies 36,000 533,000 Prepaid expenses and other assets 158,000 434,000 Real Estate: Real estate 48,099,000 110,924,000 Accumulated depreciation (15,006,000) (30,459,000) Allowance for impairment of value - (14,348,000) ------------- ------------- Real estate, net 33,093,000 66,117,000 Deferred financing costs, net 90,000 158,000 ------------- ------------- Total assets $ 37,416,000 $ 77,611,000 ============= ============= Liabilities and Partners' Equity Accounts payable $ 194,000 $ 1,466,000 Accrued interest 123,000 966,000 Accrued property taxes 339,000 1,779,000 Payable to affiliate of joint venture partner - 1,581,000 Due to unconsolidated joint venture 259,000 147,000 Other liabilities 541,000 1,467,000 Note payable to affiliate of joint venture partner - 2,500,000 Notes payable 15,881,000 51,799,000 ------------- ------------- Total liabilities 17,337,000 61,705,000 ------------- ------------- Minority interest in joint ventures - (444,000) ------------- ------------- Partners' equity (deficit): General partners (1,939,000) (2,014,000) Limited partners (109,027 units outstanding at June 30, 1994 and September 30, 1993) 22,018,000 18,364,000 ------------- ------------- Total partners' equity 20,079,000 16,350,000 ------------- ------------- Total liabilities and partners' equity $ 37,416,000 $ 77,611,000 ============= ============= See notes to consolidated financial statements. 2 of 16 MRI BUSINESS PROPERTIES FUND, LTD. III - FORM 10-Q - JUNE 30, 1994 Consolidated Statements of Operations (Unaudited) For the Nine Months Ended June 30, 1994 June 30, 1993 Revenues: Room revenue $ 16,350,000 $ 19,475,000 Food and beverage revenue 2,593,000 4,586,000 Other operating revenue 1,174,000 1,479,000 Interest 197,000 280,000 Gain on sale of joint venture interests 1,467,000 - ------------- ------------- Total revenues 21,781,000 25,820,000 ------------- ------------- Expenses: Room expenses 3,926,000 5,098,000 Food and beverage expenses 2,331,000 4,291,000 Other operating expenses 8,212,000 11,320,000 Depreciation and amortization 1,254,000 2,442,000 Interest 1,299,000 3,089,000 Equity in unconsolidated joint venture's operation 262,000 898,000 General and administrative 364,000 304,000 ------------- ------------- Total expenses 17,648,000 27,442,000 ------------- ------------- Income (loss) before minority interest in joint ventures' operations 4,133,000 (1,622,000) Minority interest in joint ventures' operations (404,000) 187,000 ------------- ------------- Net income (loss) $ 3,729,000 $ (1,435,000) ============= ============= Net income (loss) per limited partnership assignee unit $ 34 $ (13) ============= ============= See notes to consolidated financial statements. 3 of 16 MRI BUSINESS PROPERTIES FUND, LTD. III - FORM 10-Q - JUNE 30, 1994 Consolidated Statements of Operations (Unaudited) For the Three Months Ended June 30, 1994 June 30, 1993 Revenues: Room revenue $ 3,405,000 $ 6,965,000 Food and beverage revenue - 1,588,000 Other operating revenue 219,000 522,000 Interest 67,000 194,000 ------------- ------------- Total revenues 3,691,000 9,269,000 ------------- ------------- Expenses: Room expenses 828,000 1,766,000 Food and beverage expenses - 1,415,000 Other operating expenses 1,559,000 3,677,000 Depreciation and amortization 376,000 746,000 Interest 357,000 550,000 Equity in unconsolidated joint venture's operation 110,000 276,000 General and administrative 107,000 106,000 ------------- ------------- Total expenses 3,337,000 8,536,000 ------------- ------------- Income before minority interest in joint ventures' operations 354,000 733,000 Minority interest in joint ventures' operations - (214,000) ------------- ------------- Net income $ 354,000 $ 519,000 ============= ============= Net income per limited partnership assignee unit $ 3 $ 5 ============= ============= See notes to consolidated financial statements. 4 of 16 MRI BUSINESS PROPERTIES FUND, LTD. III - FORM 10-Q - JUNE 30, 1994 Consolidated Statement of Partners' Equity (Deficit) (Unaudited) For the Nine Months Ended June 30, 1994 General Limited Total Partners' Partners' Partners' (Deficit) Equity Equity Balance - October 1, 1993 $ (2,014,000) $ 18,364,000 $ 16,350,000 Net income 75,000 3,654,000 3,729,000 ------------- ------------- ------------- Balance - June 30, 1994 $ (1,939,000) $ 22,018,000 $ 20,079,000 ============= ============= ============= See notes to consolidated financial statements. 5 of 16 MRI BUSINESS PROPERTIES FUND, LTD. III - FORM 10-Q - JUNE 30, 1994 Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended June 30, 1994 June 30, 1993 Operating Activities: Net income (loss) $ 3,729,000 $ (1,435,000) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 1,322,000 2,472,000 Deferred interest added to note payable principal - 292,000 Minority interest in joint ventures' operations 404,000 (187,000) Gain on sale of joint venture interests (1,467,000) - Equity in unconsolidated joint venture's operation 262,000 898,000 Changes in operating assets and liabilities: Accounts and interest receivable 1,246,000 (104,000) Inventories and operating supplies 497,000 7,000 Prepaid expenses and other assets 276,000 (55,000) Accounts payable, accrued expenses and other liabilities (4,481,000) 733,000 ------------- ------------- Net cash provided by operating activities 1,788,000 2,621,000 ------------- ------------- Investing Activities: Net proceeds from sale of joint venture interests 34,332,000 - Properties and improvements additions (1,055,000) (1,132,000) Unconsolidated joint venture contributions (150,000) - Proceeds from cash investments 5,842,000 3,964,000 Purchase of cash investments (2,375,000) (3,271,000) ------------- ------------- Net cash provided by (used in) investing activities 36,594,000 (439,000) ------------- ------------- Financing Activities: Satisfaction of payables to affiliates of joint venture partner (4,081,000) - Satisfaction of notes payables (35,731,000) - Notes payable principal payments (187,000) (13,000) ------------- ------------- Cash (used in) financing activities (39,999,000) (13,000) ------------- ------------- (Decrease) Increase in Cash and Cash Equivalents (1,617,000) 2,169,000 Cash and Cash Equivalents at Beginning of Period 5,088,000 5,223,000 ------------- ------------- Cash and Cash Equivalents at End of Period $ 3,471,000 $ 7,392,000 ============= ============= Supplemental Disclosure of Cash Flow Information: Interest paid in cash during the period $ 1,224,000 $ 2,287,000 ============= ============= Supplemental Disclosure of Non-Cash Investing and Financing Activities: Deferred interest added to note payable principal $ - $ 439,000 ============= ============= Gain on sale of joint venture interests - Note 4 See notes to consolidated financial statements. 6 of 16 MRI BUSINESS PROPERTIES FUND, LTD. III - FORM 10-Q - JUNE 30, 1994 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. General The accompanying consolidated financial statements, footnotes and discussions should be read in conjunction with the consolidated financial statements, related footnotes and discussions contained in the Partnership's Annual Report for the year ended September 30, 1993. The financial information contained herein is unaudited. In the opinion of management, all adjustments necessary for a fair presentation of such financial information have been included. All adjustments are of a normal recurring nature, except for the gain on sale of joint venture interests, as described in Note 4. The results of operations for the nine and three months ended June 30, 1994 and 1993 are not necessarily indicative of the results to be expected for the full year. 2. Transactions with Related Parties Affiliates of the Managing General Partner received reimbursements of administrative expenses amounting to $58,000 during the nine months ended June 30, 1994. These reimbursements are primarily included in general and administrative expenses. 3. Notes Payable On June 2, 1994, the Partnership prepaid, in full satisfaction, the note encumbering its Embassy Suites property in the amount of $7,000,000. The note had been accruing interest at prime plus 1% and was due to mature in December 1996. 4. Gain on Sale of Joint Venture Interests On March 7, 1994, the Partnership sold its 60 percent interest in the Park Hyatt Water Tower Associates Joint Venture, which owned the Park Hyatt Hotel, located in Chicago, Illinois. The sales price of $5,831,000 is comprised of the following: (1) the assumption of the purchase money note payable in the amount of $2,500,000, (2) accrued and unpaid interest of $1,581,000 assumed by the buyer, and (3) cash of $1,750,000. The sale resulted in a gain of approximately $543,000. The Partnership had recorded a provision for impairment of value of $6,985,000 during fiscal year 1992. On March 15, 1994, the Partnership sold its 65 percent interest in the Washington Park Hotel Associates Joint Venture, which owned the Radisson Park Terrace Hotel, located in Washington, D.C. for $1,455,000 in cash. The sale resulted in a gain of approximately $924,000. The Partnership had recorded a provision for impairment of value of $7,363,000, of which $2,755,000 was recognized in fiscal year 1990 and the remaining $4,608,000 was recognized in fiscal year 1992. 7 of 16 MRI BUSINESS PROPERTIES FUND, LTD. III - FORM 10-Q - JUNE 30, 1994 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. Investment in Unconsolidated Joint Venture The following are the condensed balance sheets as of June 30, 1994 and September 30, 1993 and condensed statements of operations for the nine and the three months ended June 30, 1994 and 1993 of the unconsolidated joint venture: MRI BUSINESS PROPERTIES COMBINED FUND NO. 1 CONDENSED BALANCE SHEETS June 30, September 30, 1994 1993 (Unaudited) (Audited) Assets Cash and cash equivalents $ 959,000 $ 302,000 Restricted cash 1,179,000 739,000 Accounts receivable 1,153,000 1,132,000 Net property and improvements 33,894,000 34,778,000 Deferred financing costs - 45,000 Other assets 213,000 257,000 ------------- ------------- Total assets $ 37,398,000 $ 37,253,000 ============= ============= Liabilities and Partners' (Deficit) Accounts payable and accrued liabilities $ 4,447,000 $ 3,854,000 Note payable 34,000,000 34,000,000 ------------- ------------- Total liabilities 38,447,000 37,854,000 ------------- ------------- Minority interest in joint venture (532,000) (308,000) ------------- ------------- Partners' (deficit): MRI BPF, Ltd. II (258,000) (146,000) MRI BPF, Ltd. III (259,000) (147,000) ------------- ------------- Total partners' (deficit) (517,000) (293,000) ------------- ------------- Total liabilities and partners' (deficit) $ 37,398,000 $ 37,253,000 ============= ============= 8 of 16 MRI BUSINESS PROPERTIES FUND, LTD. III - FORM 10-Q - JUNE 30, 1994 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. Investment in Unconsolidated Joint Venture (Continued) MRI BUSINESS PROPERTIES COMBINED FUND NO. 1 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) For the Nine Months Ended June 30, 1994 June 30, 1993 Revenues $ 15,096,000 $ 13,395,000 Expenses 16,144,000 15,190,000 ------------- ------------- Loss before minority interest in joint venture operations (1,048,000) (1,795,000) Minority interest in joint venture operations 524,000 - ------------- ------------- Net loss $ (524,000) $ (1,795,000) ============= ============= Allocation of net loss: MRI BPF, Ltd. II $ (262,000) $ (897,000) MRI BPF, Ltd. III (262,000) (898,000) ------------- ------------- Net loss $ (524,000) $ (1,795,000) ============= ============= For the Three Months Ended June 30, 1994 June 30, 1993 Revenues $ 4,944,000 $ 4,421,000 Expenses 5,385,000 4,972,000 ------------- ------------- Loss before minority interest in joint venture operations (441,000) (551,000) Minority interest in joint venture operations 221,000 - ------------- ------------- Net loss $ (220,000) $ (551,000) ============= ============= Allocation of net loss: MRI BPF, Ltd. II $ (110,000) $ (275,000) MRI BPF, Ltd. III (110,000) (276,000) ------------- ------------- Net loss $ (220,000) $ (551,000) ============= ============= 9 of 16 MRI BUSINESS PROPERTIES FUND, LTD. III - FORM 10-Q - JUNE 30, 1994 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. This item should be read in conjunction with the Consolidated Financial Statements and other Items contained elsewhere in this Report. Fund Liquidity and Capital Resources All of the Fund's properties are hotels. The Fund receives hotel operating revenues and is responsible for operating expenses, administrative expenses, capital improvements and debt service payments. The Fund uses working capital reserves provided from any undistributed cash flow from operations and sales proceeds as its primary source of liquidity. During the nine months ended June 30, 1994, all of the Fund's hotels generated positive cash flow, except for the Holiday Inn Crowne Plaza, the unconsolidated joint venture. The Holiday Inn Crowne Plaza spent $380,000, during the nine months ended June 30, 1994 for guest room renovations. Management anticipates spending an additional $765,000 to complete the renovations. On June 2, 1994, the Fund prepaid, in full satisfaction, the note encumbering its Embassy Suites property in the amount of $7,000,000. The note had been accruing interest at prime plus 1% and was due to mature in December 1996. To preserve working capital reserves required for necessary capital improvements to properties and provide resources for debt restructuring, cash distributions remained suspended during the nine months ended June 30, 1994. The Managing General Partner will evaluate future cash distributions based on the capital needs of the Fund. The level of liquidity based upon cash and cash equivalents experienced a $1,617,000 decrease at June 30, 1994, as compared to September 30, 1993. The Fund's $39,999,000 used in financing activities was partially offset by $36,594,000 from investing activities and $1,788,000 from operating activities. Net cash provided by operating activities declined at June 30, 1994, as compared to 1993, primarily due to the decrease in accounts payable, accrued expenses and other liabilities resulting from the disposition of the Fund's joint venture interests, which was only partially offset by improved operations at the Fund's remaining properties. Cash provided by investing activities consisted of $34,332,000 of net proceeds from the sale of the Fund's joint venture interests and $3,467,000 of net cash from the liquidation of the Fund's investments, which were only partially offset by $1,055,000 of fixed asset purchases and $150,000 to fund operating deficits at the Holiday Inn Crowne Plaza. Financing activities consisted of $187,000 of note principal payments, $4,081,000 in satisfaction of payables to an affiliate of the joint venture partner and $35,731,000 in satisfaction of notes payables. Satisfaction of notes payable consisted of the Fund prepaying the note encumbering the Fund's Embassy Suites property in the amount of $7,000,000 and the satisfaction of notes payable in the amount of $28,731,000 relating to the sale of the Fund's joint venture interests. Mortgage principal payments increased primarily due to the Fund's Residence Inn, Orlando property loan, which started principal amortization during November 1993. All other increases (decreases) in certain assets and liabilities are the result of the timing of receipts and payments of various operating activities. Working capital reserves are invested in money market accounts and repurchase agreements secured by United States Treasury obligations. The Managing General Partner believes that, if market conditions remain relatively stable, cash flow from operations, when combined with working capital reserves, will be sufficient to fund essential capital improvements and debt service payments in 1994 and the foreseeable future. Balloon payments on mortgages encumbering the Fund's properties are due from 10 of 16 MRI BUSINESS PROPERTIES FUND, LTD. III - FORM 10-Q - JUNE 30, 1994 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Fund Liquidity and Capital Resources (Continued) September 1997 to October 1997. Management is confident that there will be sufficient cash flow generated by the remaining properties to continue operations, in the event that any of the properties are lost through foreclosure. The Managing General Partner believes, however, that each property generates sufficient cash flow to allow all mortgages to be refinanced in an orderly fashion. At this time, it appears that the investment objective of capital growth will not be attained and that a significant portion of invested capital will not be returned to investors. The extent to which invested capital is returned to investors is dependent upon the performance of the Fund's remaining properties and the markets in which such properties are located and on the sales price of the remaining properties. In this regard, it is anticipated at this time that some of the remaining properties will be held longer than originally expected. The ability to hold and operate these properties is dependent on the Fund's ability to obtain refinancing or debt modification as required. Real Estate Market The income and expenses of operating the properties owned by the Fund are subject to factors outside of the Fund's control, such as over-supply of similar properties resulting from over-building, increases in unemployment, population shifts or changes in patterns or needs of users. Expenses, such as local real estate taxes and miscellaneous expenses, are subject to change and cannot always be reflected in room rate increases due to market conditions. In addition, there are risks inherent in owning and operating lodging facilities because such properties are management and labor intensive and especially susceptible to the impact of economic and other conditions outside the control of the Fund. There have been, and it is possible there may be other Federal, state and local legislation and regulations enacted relating to the protection of the environment. The Fund is unable to predict the extent, if any, to which such new legislation or regulations might occur and the degree to which such existing or new legislation or regulations might adversely affect the properties still owned by the Fund. Results of Operations Nine Months Ended June 30, 1994 vs. June 30, 1993 Operating results, before the minority interest in joint venture operations, improved by $5,755,000 for the nine months ended June 30, 1994, as compared to 1993, due to a decrease in expenses of $9,794,000, which was only partially offset by a decrease in revenues of $4,039,000. Operating results improved primarily due to the sale of the Fund's joint venture interests. With respect to the remaining properties, operating results improved by $1,742,000 for the nine months ended June 30, 1994, as compared to 1993, due to an increase in revenues of $708,000 and a decrease in expenses of $1,034,000. 11 of 16 MRI BUSINESS PROPERTIES FUND, LTD. III - FORM 10-Q - JUNE 30, 1994 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Nine Months Ended June 30, 1994 vs. June 30, 1993 (Continued) Revenues decreased by $4,039,000 for the nine months ended June 30, 1994, as compared to 1993, primarily due to the sale of the Fund's joint venture interests. With respect to the remaining properties, revenues increased by $708,000, due to increases in room revenue of $715,000 and other operating revenue of $58,000, which was only partially offset by a decrease in interest and other income of $65,000. Room revenue increased at all of the Fund's remaining properties, except for the Residence Inn - Orlando, which remained relatively constant. The largest increase was at the Fund's Embassy Suites - Tempe property, due to increases in occupancy and average daily room rates. Other operating revenues increased due to an increase in telephone revenue at the Fund's Residence Inn - Orlando property, coupled with an increase in other income at the Fund's Embassy Suites property. Interest income decreased due to a decline in average working capital reserves available for investment. Expenses declined by $9,794,000 for the nine months ended June 30, 1994, as compared to 1993, primarily due to the sale of the Fund's joint venture interests. With respect to the remaining properties, expenses decreased by $1,034,000. The decreases in depreciation and amortization expense of $446,000, interest expense of $425,000 and equity in unconsolidated joint venture operations of $636,000, were only partially offset by increases in room expenses of $98,000, other operating expenses of $315,000 and general and administrative expenses of $60,000. The increase in room expenses is attributable to the increase in occupancy at the Fund's Embassy Suites and Residence Inn - Sacramento hotels. Other operating expenses increased primarily at the Fund's Embassy Suites and Residence Inn - Sacramento properties. General and administrative expenses increased primarily due to costs associated with the management transition. Depreciation and amortization expense decreased due to a portion of the Fund's assets becoming fully depreciated in the prior year, coupled with an over estimate of expense for the nine months ended June 30, 1993. Interest expense decreased primarily due to the reduction in the interest rate on the loan encumbering the Fund's Residence Inn - Orlando property (from 10% to 6.5%) and the Fund prepaying on June 2, 1994, in full satisfaction, the note encumbering the Fund's Embassy Suites property. The loss from the Fund's unconsolidated joint venture (Holiday Inn Crowne Plaza) decreased due to improved operations at the hotel. Three Months Ended June 30, 1994 vs. June 30, 1993 Operating results, before the minority interest in joint venture operations, declined by $379,000 for the three months ended June 30, 1994, as compared to 1993, due to decreases in revenues of $5,578,000 and expenses of $5,199,000. Operating results declined due to the disposition of the Fund's joint venture interests. With respect to the remaining properties, operating results improved by $445,000 for the three months ended June 30, 1994, as compared to 1993, due to an increase in revenues of $133,000 and a decrease in expenses of $312,000. 12 of 16 MRI BUSINESS PROPERTIES FUND, LTD. III - FORM 10-Q - JUNE 30, 1994 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Three Months Ended June 30, 1994 vs. June 30, 1993 (Continued) Revenues decreased by $5,578,000 for the three months ended June 30, 1994, as compared to 1993, due to the sale of the Fund's joint venture interests. With respect to the remaining properties, revenues increased by $133,000 due to increases in room revenue of $220,000, and other operating revenue of $27,000, which was only partially offset by a decrease in interest and other income of $114,000. Room revenue increased at all of the Fund's remaining properties, except for the Residence Inn - Orlando property, which declined slightly due to decreases in occupancy and average room rates. The largest increase was at the Fund's Embassy Suites - Tempe property, which experienced increases in occupancy and average daily room rates. Other operating revenues increased slightly, primarily due to an increase in other income at the Fund's Embassy Suites property. Interest income decreased due to a significant decline in average working capital reserves available for investment. Expenses declined by $5,199,000 for the three months ended June 30, 1994, as compared to 1993, primarily due to the sale of the Fund's joint venture interests. With respect to the remaining properties, expenses declined by $312,000. The decreases in depreciation and amortization expense of $132,000, interest expense of $179,000 and equity in unconsolidated joint venture's operations of $166,000, were only partially offset by increases in room expenses of $16,000, general and administrative expenses of $1,000 and other operating expenses of $148,000. Room expenses and general and administrative expenses remained relatively constant. Other operating expenses increased primarily at the Fund's Embassy Suites and Residence Inn - Sacramento properties. Depreciation and amortization expense decreased due to a portion of the Fund's assets becoming fully depreciated in the prior year. Interest expense decreased primarily due to the reduction in the interest rate on the loan encumbering the Fund's Residence Inn - Orlando property (from 10% to 6.5%) and the Fund prepaying on June 2, 1994, in full satisfaction, the note encumbering the Fund's Embassy Suites property. The loss from the Fund's unconsolidated joint venture (Holiday Inn Crowne Plaza) decreased due to improved operations at the hotel. Unconsolidated Joint Venture Operations (MRI BPF Combined Fund No. 1) Nine Months Ended June 30, 1994 vs. June 30, 1993 Operating results, prior to minority interests, improved by $747,000 for the nine months ended June 30, 1994, as revenues increased by $1,701,000 and expenses increased by $954,000. The large increase in revenue is attributable to both higher occupancy and average room rates. In addition, under the terms of the joint venture agreement, the loss from the Holiday Inn Crowne Plaza was allocated in different proportions during the nine months ended June 30, 1994, as compared to 1993. This, combined with improved operations, resulted in a smaller loss being allocated to the Fund. 13 of 16 MRI BUSINESS PROPERTIES FUND, LTD. III - FORM 10-Q - JUNE 30, 1994 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Three Months Ended June 30, 1994 vs. June 30, 1993 Operating results, prior to minority interests, improved by $110,000 for the three months ended June 30, 1994, as revenues increased by $523,000 and expenses increased by $413,000. The large increase in revenue is attributable to both higher occupancy and average room rates. Properties A description of the hotel properties in which the Fund has an ownership interest during the period covered by this Report, together with occupancy and room rate data, follows: MRI BUSINESS PROPERTIES FUND, LTD. III OCCUPANCY AND ROOM RATE SUMMARY Average Average Occupancy Rate (%) Daily Room Rate ($) Nine months Three Months Nine months Three Months Date Ended Ended Ended Ended of June 30, June 30, June 30, June 30, Name and Location Rooms Purchase 1994 1993 1994 1993 1994 1993 1994 1993 Holiday Inn Crowne Plaza (1) Atlanta, Georgia 492 03/86 75 66 80 73 89.05 83.51 87.60 84.91 Embassy Suites - Tempe Tempe, Arizona 224 12/86 85 76 86 80 84.53 77.40 77.49 70.44 Residence Inn - Orlando Orlando, Florida 176 09/87 72 74 75 78 81.47 77.39 76.09 77.71 Residence Inn - Sacramento, California 176 09/87 84 79 86 85 79.09 77.27 82.21 78.57 Radisson Park Terrace Hotel (2) Washington, D.C. 219 09/86 - 75 - 93 - 86.39 - 84.65 Park Hyatt Hotel (3) Chicago, Illinois 255 12/86 - 58 - 62 - 149.57 - 153.36 (1) The Fund and an affiliated partnership, MRI Business Properties Fund, Ltd. II, own the hotel through a joint venture which has a 50 percent interest in this property. (2) The Fund sold its 65% interest in this property on March 15, 1994. (3) The Fund sold its 60% interest in this property on March 7, 1994. 14 of 16 MRI BUSINESS PROPERTIES FUND, LTD. III - FORM 10-Q - JUNE 30, 1994 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. On April 29, 1994, a Current Report on Form 8-K was filed with the Securities and Exchange Commission to provide for the change in the Fund's accountants from Deloitte & Touche to Imowitz Koenig & Company. No other Reports on Form 8-K were filed during the period covered by this Report. 15 of 16 MRI BUSINESS PROPERTIES FUND, LTD. III - FORM 10-Q - JUNE 30, 1994 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MRI BUSINESS PROPERTIES FUND, LTD. III By: MONTGOMERY REALTY COMPANY 85, A California General Partnership, its managing general partner By: FOX REALTY INVESTORS, A California General Partnership, its managing general partner By: NPI Equity Investments II, Inc., A Florida Corporation, its managing partner /S/ARTHUR N. QUELER ARTHUR N. QUELER Executive Vice President (Principal Financial and Accounting Officer) and Director NPI 16 of 16