1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 ------------------------------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to ----------------- ------------------ Commission file number 33-77510-C -------------------------------------------- Captec Franchise Capital Partners L.P. III - ------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Delaware 38-3160141 - ------------------------------------------------------------------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification Number) 24 Frank Lloyd Wright Drive, Lobby L, 4th Floor P.O. Box 544, Ann Arbor, Michigan 48106-0544 - ------------------------------------------------------------------- (Address of principal executive offices) (313) 994-5505 - ------------------------------------------------------------------- (Issuer's telephone number) Not Applicable - ------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last year) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by court. Yes No . ----- ----- APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Not Applicable -------------- Transitional Small Business Disclosure Format (check one) Yes No X ---- ---- 2 CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III INDEX TO FORM 10-QSB PART I FINANCIAL INFORMATION Page - ------------------------------ Item 1. Financial Statements 1 Balance Sheet, September 30, 1997 2 Statement of Operations for the three month periods ended September 30, 1997 and 1996 3 Statement of Operations for the nine month periods ended September 30, 1997 and 1996 4 Statement of Cash Flows for the nine month periods ended September 30, 1997 and 1996 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 PART II OTHER INFORMATION - ------------------------- Item 1. Legal Proceedings 14 Item 2. Changes in Securities 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15 - ---------- i 3 CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III PART I - FINANCIAL INFORMATION Item 1. Financial Statements - ------- -------------------- The balance sheet of Captec Franchise Capital Partners L.P. III (the "Partnership") as of September 30, 1997 and the statements of operations and cash flows for the periods ending September 30, 1997 and 1996 are unaudited and have not been examined by independent public accountants. In the opinion of the Management, these unaudited financial statements contain all adjustments necessary to present fairly the financial position and results of operations and cash flows of the Partnership for the periods then ended. All such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the audited financial statements and accompanying notes thereto included in the Partnership's report on Form 10-KSB for the fiscal year ended December 31, 1996. When used in this discussion, the words, "intends", "anticipates", "expects", and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Such risks and uncertainties include the following: (I) a tenant may default in making rent payments, (ii) a fire or other casualty may interrupt the cash flow stream from a property, (iii) the properties may not be able to be leased at the assumed rental rates, (iv) unexpected expenses may be incurred in the ownership of the properties, and (v) properties may not be able to be sold at the presently anticipated prices and times. As a result of these and other factors, the Partnership may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect its business, financial condition and operating results. These forward-looking statements speak only as of the date hereof. The Partnership undertakes no obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 1 4 CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III BALANCE SHEET September 30, 1997 (Unaudited) ASSETS Cash $ 548,117 Investment in leases: Operating leases, net 13,931,548 Financing leases, net 2,401,037 Accounts receivable (1,054) Unbilled rent 341,297 Due from related parties 10,225 --------------- Total assets $ 17,231,170 =============== LIABILITIES & PAARTNERS'CAPITAL Liabilities: Accounts payable $ 4,936 Due to related parties 11,410 Security deposits held on leases 59,329 --------------- Total liabilities 75,675 --------------- Partners' Capital: Limited partners' capital accounts 17,125,869 General partners' capital accounts 29,626 --------------- Total partners' capital 17,155,495 --------------- Total liabilities & partners' capital $ 17,231,170 =============== The accompanying notes are an integral part of the financial statements. 2 5 CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III STATEMENT OF OPERATIONS for the three month periods ended September 30, 1997 and 1996 (Unaudited) 1997 1996 Operating revenue: Rental income $ 404,593 $ 270,008 Finance income 83,251 86,749 ------------ ------------ Total operating revenue 487,844 356,757 ============ ============ Operating costs and expenses: Depreciation 53,772 (19,904) General and administrative 12,655 11,758 ------------ ------------ Total operating costs and expenses 66,427 (8,146) ------------ ------------ Income from operations 421,417 364,903 ------------ ------------ Other income (expense): Gain on sale of equipment 9,299 - Interest expense (2,559) 61,958 Other 1,851 10,262 ------------ ------------ Total other income, net 8,591 72,220 ------------ ------------ Net income 430,008 437,123 Net income allocable to general partners 4,300 4,371 ------------ ------------ Net income allocable to limited partners $ 425,708 $ 432,752 ============ ============ Net income per limited partnership unit $ 21.29 $ 22.52 ============ ============ Weighted average number of limited partnership units outstanding 20,000 19,213 ============ ============ The accompanying notes are an integral part of the financial statements. 3 6 CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III STATEMENT OF OPERATIONS for the nine month periods ended September 30, 1997 and 1996 (Unaudited) 1997 1996 Operating revenue: Rental income $ 1,227,330 $ 602,516 Finance income 254,054 252,014 ------------ ------------ Total operating revenue 1,481,384 854,530 ------------ ------------ Operating costs and expenses: Depreciation 154,960 65,441 General and administrative 75,779 43,668 ------------ ------------ Total operating costs and expenses 230,739 109,109 ------------ ------------ Income from operations 1,250,645 745,421 ------------ ------------ Other income (expense): Gain on sale of equipment 9,299 - Interest income 50,302 114,406 Other 2,292 11,266 ------------ ------------ Total other income, net 61,893 125,672 ------------ ------------ Net income 1,312,538 871,093 Net income allocable to general partners 13,125 8,711 ------------ ------------ Net income allocable to limited partners $ 1,299,413 $ 862,382 ============ ============ Net income per limited partnership unit $ 64.97 $ 61.24 ============ ============ Weighted average number of limited partnership units outstanding 20,000 14,081 ============ ============ The accompanying notes are an integral part of the financial statements. 4 7 CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III STATEMENT OF CASH FLOWS for the nine month periods ended September 30, 1997 and 1996 (Unaudited) 1997 1996 Cash flows from operating activities: Net Income $ 1,312,538 $ 871,093 Adjustments to net income: Depreciation 154,960 65,441 Increase in unbilled rent (130,624) (111,971) Gain on sale of equipment (9,299) - Decrease (increase) in receivables 3,013 (16,041) Increase in payables 84 325,508 Increase (decrease) in prepaid rents (43,916) 49,974 Security deposits received(earned) (6,624) 38,584 ------------ ------------ Net cash provided by operating activities 1,280,132 1,222,588 ------------ ------------ Cash flows from investing activities: Purchase of real estate for operating leases (1,865,965) (9,537,532) Disposition of real estate for operating leases 572,000 - Reduction of construction loan draws 939,778 (685,126) Purchase of equipment for financing leases - (1,357,856) Proceeds from sale of equipment 15,842 - Reduction of net investment in financing leases 498,171 229,625 ------------ ------------ Net cash used in investing activities 159,826 (11,350,889) ------------ ------------ Cash flows from financing activities: Decrease in due from related parties 10,364 - Increase in due to related parties 3,682 - Issuance of limited partnership units - 12,584,631 Offering costs - (1,626,915) Distributions to limited partners (1,596,062) (879,167) ------------ ------------ Net cash provided by financing activities (1,582,016) 10,078,549 ------------ ------------ Net increase in cash (142,058) (49,752) Cash, beginning of period 690,175 1,283,655 ------------ ------------ Cash, end of period $ 548,117 $ 1,233,903 ============ ============ The accompanying notes are an integral part of the financial statements. 5 8 CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III NOTES TO FINANCIAL STATEMENTS 1. THE PARTNERSHIP AND ITS SIGNIFICANT ACCOUNTING PRINCIPLES: Captec Franchise Capital Partners L.P. III (the "Partnership"), a Delaware limited partnership, was formed on February 18, 1994 for the purpose of acquiring income-producing commercial real properties and equipment leased on a "triple net" basis, primarily to operators of national and regional franchised businesses. The general partners of the Partnership are Captec Franchise Capital Corporation III (the "Corporation"), a wholly owned subsidiary of Captec Financial Group, Inc. ("Captec"), and Patrick L. Beach, an individual, hereinafter collectively referred to as the Sponsor. Patrick L. Beach is also the Chairman of the Board of Directors, President and Chief Executive Officer of the Corporation and Captec. The general partners have each contributed $100 in cash to the Partnership as a capital contribution. The Partnership commenced a public offering of limited partnership interests ("Units") on August 12, 1994. A minimum of 1,150 Units and a maximum of 20,000 Units, priced at $1,000 per Unit, were offered on a "best efforts, part or none" basis. The Partnership broke impound on January 24, 1995, at which time funds totaling $1,155,255 were released from escrow and the Partnership immediately commenced operations. At September 30, 1997, the Partnership had accepted subscriptions for the entire 20,000 Units, and funds totaling $20,000,000. Allocation of profits, losses and cash distributions from operations and cash distributions from sale or refinancing are made pursuant to the terms of the Partnership Agreement. Profits and losses from operations are allocated among the limited partners based upon the number of Units owned. In no event will the Sponsor be allocated less than one percent of profits and losses in any year. Following is a summary of the Partnership's significant accounting policies: A. RENTAL INCOME FROM OPERATING LEASES: The Partnership's operating leases have scheduled rent increases which occur at various dates throughout the lease terms. The Partnership recognizes the total rent, as stipulated by the lease agreement, as income on a straight-line basis over the term of each lease. To the extent rental income on the straight-line basis exceeds rents billable per the lease agreement, an amount is recorded as unbilled rent. B. LAND AND BUILDING ON OPERATING LEASES: Land and buildings subject to operating leases are stated at cost less accumulated depreciation. Buildings are depreciated on the straight-line method over their estimated useful lives (40 years). 6 9 CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III NOTES TO FINANCIAL STATEMENTS 1. THE PARTNERSHIP AND ITS SIGNIFICANT ACCOUNTING PRINCIPLES, CONTINUED: C. NET INVESTMENT IN FINANCING LEASES: Leases classified as financing leases are stated as the sum of the minimum lease payments plus the unguaranteed residual value accruing to the benefit of the lessor, less unearned income. Unearned income is amortized to income over the lease term so as to produce a constant periodic rate of return on the net investment in the lease. D. NET INCOME PER LIMITED PARTNERSHIP INTEREST: Net income per limited partnership interest is calculated using the weighted average number of limited partnership units outstanding during the period and the limited partners' allocable share of the net income. E INCOME TAXES: No provision for income taxes is included in the accompanying financial statements, as the Partnership's results of operations are passed through to the partners for inclusion in their respective income tax returns. F. ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles 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. 2. DISTRIBUTIONS: Cash flows of the Partnership are allocated ninety-nine percent (99%) to the limited partners and one percent (1%) to the Sponsor, except that the Sponsor's share is subordinated to a ten percent (10%) preferred return to the limited partners. Net sale or refinancing proceeds of the Partnership will be allocated ninety percent (90%) to the limited partners and ten percent (10%) to the Sponsor, except that the Sponsor's share will be subordinated to a eleven percent (11%) preferred return plus return of the original contributions to the limited partners. The Partnership distributed approximately $551,153 during the three month period ended September 30, 1997, representing quarterly distributions of cash flow from operations for the quarter ended June 30, 1997 and elective monthly distributions for the current quarter. 7 10 CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III NOTES TO FINANCIAL STATEMENTS 3. RELATED PARTY TRANSACTIONS AND AGREEMENTS: Organization and offering expenses, excluding selling commissions, were initially paid by the General Partners and/or their Affiliates and were reimbursed by the Partnership in an amount equal to up to three percent (3%) of the gross proceeds of the offering (less any amounts paid directly by the Partnership). In addition, the Sponsors and/or their affiliates were paid a non-accountable expense allowance by the Partnership in an amount equal to two percent (2%) of the gross proceeds of the offering. There were no organizational and offering costs paid during the three month period ended September 30, 1997. The Partnership also paid to Participating Dealers, including affiliates of the general partners, selling commissions in an amount equal to eight percent (8%) of the purchase price of all Units placed by them directly. There were no commissions paid or incurred during the three month period ended September 30, 1997. The Sponsor had also guaranteed payment of organization and offering expenses which exceed 13%, including selling commissions, of the gross proceeds of the offering. An acquisition fee is charged, not to exceed the lesser of: (i) four percent (4%) of gross proceeds plus an additional .0624% for each 1% of indebtedness incurred in acquiring properties and/or equipment but in no event will acquisition fees exceed five percent (5%) of the aggregate purchase prices of properties and equipment; or (ii) compensation customarily charged in arm's length transactions by others rendering similar services. There were no acquisition fees paid by the Partnership during the three month period ended September 30, 1997. The Partnership received reimbursement of acquisition fees of $22,000 from an affiliate of the General Partners for the partial sale of a real estate property. The Partnership has entered into an asset management agreement with the Sponsor and its affiliates, whereby the Sponsor provides various property and equipment management services for the Partnership. A subordinated asset management fee is charged, in an amount equal to one percent (1%) of the gross rental revenues derived from the properties and equipment. Payment of the asset management fee is subordinated to receipt by the limited partners of annual distributions equal to a cumulative, noncompounded return of ten percent (10%) per annum on their adjusted invested capital. There were $5,779 of subordinated asset management fees paid to the Sponsor during the three month period ended September 30, 1997. 8 11 CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III NOTES TO FINANCIAL STATEMENTS 3. RELATED PARTY TRANSACTIONS AND AGREEMENTS, CONTINUED: An equipment liquidation fee limited to the lesser of three percent (3%) of the sales price or customary fees for similar services will be paid in conjunction with asset liquidation services. There was one equipment liquidation during the nine month period ended September 30, 1997. The equipment liquidation fees paid during the nine month period ended September 30, 1997 were $475. The Partnership Agreement provides for the Sponsor to receive a real estate liquidation fee limited to the lesser of three percent (3%) of the gross sales price or fifty percent (50%) of the customary real estate commissions in the event of a real estate liquidation. This fee is payable only after the limited partners have received distributions equal to a cumulative, noncompounded return of eleven percent (11%) per annum on their adjusted invested capital plus distributions of sale or refinancing proceeds equal to 100% of their original contributions. There were no real estate liquidations during the nine month period ended September 30, 1997. The Partnership has agreed to indemnify the Sponsor and their affiliates against certain costs paid in settlement of claims which might be sustained by them in connection with the Partnership. Such indemnification is limited to the assets of the Partnership and not the limited partners. 4. LAND AND BUILDING SUBJECT TO OPERATING LEASES: The net investment in operating leases as of September 30, 1997 is comprised of the following: Land $5,309,287 Building and improvements 8,925,470 ----------- 14,234,757 Less accumulated depreciation (303,209) ----------- Total $13,931,548 =========== At September 30, 1997 the Partnership had completed all investments in properties under construction. At September 30, 1997, the Partnership had no unfunded commitments on properties under construction. The following is a schedule of future minimum lease payments to be received on the operating leases as of September 30, 1997. 9 12 CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III NOTES TO FINANCIAL STATEMENTS 4. LAND AND BUILDING SUBJECT TO OPERATING LEASES, CONTINUED: 1997 $ 348,115 1998 1,518,499 1999 1,535,055 2000 1,556,756 2001 1,595,843 Thereafter 22,649,764 ----------- Total $29,205,675 =========== 5. NET INVESTMENT IN FINANCING LEASES: The net investment in financing leases as of September 30, 1997 is comprised of the following: Minimum lease payments to be received $2,800,064 Estimated residual value 241,327 ---------- Gross investment in financing leases 3,041,391 Less unearned income (640,354) ---------- Net investment in financing leases $2,401,037 ========== The following is a schedule of future minimum lease payments to be received on the direct financing leases as of September 30, 1997: 1997 $ 195,260 1998 753,603 1999 745,522 2000 563,606 2001 269,333 Thereafter 272,740 ---------- Total $2,800,064 ========== 6. SUBSEQUENT EVENT: On October 15, 1997, the Partnership made a distribution to its limited partners totaling approximately $478,474, which represented the aggregate quarterly distribution of cash flow from operations for the quarter ended September 30, 1997 in the amount of $549,999 less $71,525 of elective monthly distributions previously distributed during that quarter. 10 13 CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III PART I - FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results - ------- ----------------------------------------------------------------------- of Operations ------------- LIQUIDITY AND CAPITAL COMMITMENTS: - --------------------------------- The Partnership commenced the Offering of up to 20,000 limited partnership units ("Units") registered under the Securities Act of 1933, as amended by means of a Registration Statement, filed on form SB-2 which was declared effective by the Securities and Exchange Commission on August 12, 1994. The Partnership accepted subscriptions for the Minimum Number of Units on January 24, 1995 and immediately commenced operations. The Offering reached final funding as of August 12, 1996, having accepted subscriptions for the entire 20,000 Units and funds totaling $20,000,000. At September 30, 1997, the Partnership had invested in eleven net leased real estate properties and nine equipment packages in amounts totaling approximately $17,365,396, including capitalized acquisition fees. On July 25, 1997, the Partnership sold an undivided 34.375% interest in the Golden Corral Property, as a tenant in common to Captec Franchise Capital Partners L.P. IV, a Delaware limited partnership and an affiliate of the Managing General Partner for $550,000. The proceeds of the sale were used to retire the debt owed to CFG and CNLR. Interest paid on the loans at September 30, 1997 was $8,345. Roasters Corp. assigned all their right, title and interest in and to the lease dated July 26, 1995 ("the Lease") to KRR Nashanooga, Inc. as of May 29, 1996. On October 11, 1996, the Partnership consented to an assignment of a lease from KRR Nashanooga, Inc. Corporation to BC Superior L.L.C., a Delaware limited liability company ("BC Superior"). The headquarter officess of BC Superior are located at 5454 Wisconsin Ave., Suite 810, Chevy Chase, Maryland. The equipment is currently being used in the operation of a Boston Market restaurant located at 5390 Highway 153, Chattanooga, Tennessee. Under the terms of Lease Transfer and Assumption Agreement dated October 11, 1997, KRR Nashonooga, Inc. sold, transfered and conveyed, assigned and delivered all right, title and interest in and to the Lease. At the time of the transfer, there were 69 successive monthly rentals due in the amount of $4,393 due on the 15th of each month. All terms of the Lease remain unchanged. Roasters Corp. acknowledges that its obligations to the Partnership under the Lease shall continue in full force and effect. In the event of any default or breach by BC Superior under the Lease, the obligations of Roasteres Corp. to the Partnership shall be as fully extensive as BC Superior's obligations to Lessor. On August 4, 1997, the Partnership sold the equipment that was used in the operation of an Arby's Restaurant located at 912 Mabe Blvd., Greenville, North Carolina (the "Arby's Equipment'). The equpment was purchased on December 29, 1995, for a total cost of $228,055 and was leased to Charmes, Inc., a North Carolina corporation. The Partnership 11 14 received 21 rental payments totaling $107,277 from Charmes, Inc. In addition, the Partnership received $199,399 in sale proceeds from Charmes, Inc. The internal rate of return to the Partnership on the investment of the Arby's Equipment is 17.17%. The Partnership intends to use the proceeds of the sale to invest in additional assets. The Partnership had cash totaling $548,117 as of September 30, 1997, of which $183,986 is available for investment. The Partnership presently does not have any existing investment commitments. During 1997, the Partnership expects to obtain leverage of up to 30% of the sum of gross proceeds and the aggregate amount of Partnership indebtedness secured by Partnership assets (approximately 35% of the aggregate purchase prices of the Partnership's assets). Such leverage, when incurred, will provide additional funds to be used by the Partnership to purchase additional income-producing commercial Properties and Equipment which will be leased on a "triple net" basis primarily to operators of nationally franchised fast-food, family style and dinner house restaurants as well as other franchised service-type businesses. The Property leases are expected to provide for a base minimum annual rent, with provisions for fixed increases on specific dates or indexation of rent to indices such as the Consumer Price Index and/or percentage rents. Equipment will be leased only pursuant to Full Payout Leases. Presently, the Partnership does not have a financing commitment for this leverage. During the three month period ending September 30, 1997, the Partnership did not acquire any additional properties. The number of Properties and/or the amount of Equipment to be acquired will depend upon the additional debt. Once substantially all of the Partnership's funds have been applied as intended, the Partnership expects to require limited amounts of liquid assets since the form of lease which it intends to use for its Properties and Equipment will require lessees to pay all taxes and assessments, maintenance and repairs and insurance premiums, including casualty insurance. The general partners expect that the cash flow to be generated by the Partnership's Properties and Equipment will be adequate to pay operating expenses and provide distributions to Limited Partners. The General Partners are not aware of any known trends or uncertainties, other than national economic conditions, which reasonably may be expected to have a material impact, favorable or unfavorable, on liquidity and capital resources of the Partnership other than those referred to herein and in the Partnership's Prospectus. RESULTS OF OPERATIONS: - --------------------- For the nine month period ended September 30, 1997 the Partnership earned revenues totaling approximately $1,543,277, compared to approximately $980,202 for the corresponding period of the preceding year. The increase in year-to-date revenues over the prior year's period (57%) was due to the effect of the Partnership's additional investment in income producing triple net leased real estate properties and full payout equipment leases. For the nine month period ended September 30, 1997, the Partnership incurred expenses totaling approximately $230,739, compared to approximately $109,109 for the corresponding period of the preceding year. The increase in year-to-date expenses over the prior year's period (111%) was due to the same effects which produced the increase in 12 15 revenues. This growth caused corresponding increases in depreciation expense (due to the growth in depreciable assets) and general and administrative expenses. For the nine month period ended September 30, 1997, the Partnership earned net income of approximately $1,312,538, compared to approximately $871,093 for the corresponding period of the previous year. The increase in year-to-date net income over the prior year's period (51%) was primarily due to the increase in revenues discussed above. Based upon the results of operations for the three month period ended September 30, 1997, the Partnership distributed to its limited partners a total of $549,999 representing cash flow from operations for that period. These amounts were distributed as follows: $35,763 paid in August 1997, and $35,763 paid in September 1997, to investors that have elected to receive monthly distributions; and $478,473 paid in October 1997, to all investors. On a comparative basis, the Partnership distributed to its limited partners a total of $485,000 for the corresponding three month period of the preceding year. The increase in distributions over the prior year's period (13%) was due to the increase in net income discussed above and the reduction in net investment in financing leases (i.e. capital returned on equipment lease investments) resulting from the growth in the equipment lease portfolio. 13 16 CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. No. Exhibit --- ------- 4 Agreement of Limited Partnership of Registrant (Incorporated by reference from Exhibit A of the final Prospectus dated August 12, 1994, as supplemented and filed with the Securities and Exchange Commission, S.E.C. File No. 33-77510C). 27 Financial Data Schedule (b) Reports on Form 8-K. There were no reports on Form 8-K filed during the three month period ending September 30, 1997. 14 17 SIGNATURES 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. By: Captec Franchise Capital Corporation III Managing General Partner of Captec Franchise Capital Partners L.P. III By: /w/ W. Ross Martin ------------------------------------------ W. Ross Martin Chief Financial Officer and Vice President a duly authorized officer Date: November 14, 1997 15