10-Q/A 1 a53190qae10vqza.htm AMENDMENT TO FORM 10-Q e10vqza
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q/A
(Amendment No. 1)
 
     
(Mark One)    
þ
  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended March 31, 2009
OR
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from          to
 
Commission file no. 0-16191
 
DEL TACO RESTAURANT PROPERTIES I
(A California limited partnership)
(Exact name of registrant as specified in its charter)
 
     
California
  95-3852699
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification Number)
     
25521 Commercentre Drive
Lake Forest, California
(Address of principal executive offices)
  92630
(Zip Code)
 
 
(949) 462-9300
(Registrant’s telephone number, including area code)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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 þ     No o
 
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No o
 
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the registrant’s Form S-11 Registration Statement filed December 17, 1982 are incorporated by reference into Part IV of this report.
 
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. (Check one):
 
Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ
 


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Explanatory Note
     We are filing this Amendment No.1 on Form 10-Q/A to amend our Form 10-Q for the quarter ended March 31, 2009, filed with the Securities and Exchange Commission on May 15, 2009, for the purpose of including the introductory language addressing internal control over financial reporting as required in paragraph four of the Principal Executive Officer and Principal Financial Officer certifications.
     This Amendment No. 1 only reflects the changes discussed above. No other information included in the Original Form 10-Q has been amended by this Form 10-Q/A, whether to reflect any information or events subsequent to the filing of the Original Form 10-Q or otherwise.


 

INDEX
DEL TACO RESTAURANT PROPERTIES I
         
    PAGE NUMBER  
       
 
       
       
 
       
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    13  
 EX-31.1
 EX-31.2
 EX-32.1

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PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
DEL TACO RESTAURANT PROPERTIES I
CONDENSED BALANCE SHEETS
                 
    March 31,     December 31,  
    2009     2008  
    (Unaudited)          
ASSETS
   
CURRENT ASSETS:
               
Cash
  $ 196,407     $ 207,772  
Receivable from Del Taco LLC
    62,649       62,158  
Deposits
    1,048       1,110  
 
           
Total current assets
    260,104       271,040  
 
           
 
               
PROPERTY AND EQUIPMENT:
               
Land and improvements
    1,929,685       1,929,685  
Buildings and improvements
    1,013,134       1,013,134  
Machinery and equipment
    1,136,026       1,136,026  
 
           
 
    4,078,845       4,078,845  
Less—accumulated depreciation
    2,113,220       2,105,983  
 
           
 
    1,965,625       1,972,862  
 
           
 
               
 
  $ 2,225,729     $ 2,243,902  
 
           
 
               
LIABILITIES AND PARTNERS’ EQUITY
 
               
CURRENT LIABILITIES:
               
Payable to limited partners
  $ 32,725     $ 31,289  
Accounts payable
    27,694       6,967  
 
           
Total current liabilities
    60,419       38,256  
 
           
   
PARTNERS’ EQUITY:
               
Limited partners; 8,751 units outstanding at March 31, 2009 and December 31, 2008
    1,903,560       1,943,492  
General partner-Del Taco LLC
    261,750       262,154  
 
           
 
    2,165,310       2,205,646  
 
           
 
  $ 2,225,729     $ 2,243,902  
 
           
See accompanying notes to condensed financial statements.

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DEL TACO RESTAURANT PROPERTIES I
CONDENSED STATEMENTS OF INCOME
(Unaudited)
                 
    Three Months Ended  
    March 31,  
    2009     2008  
RENTAL REVENUES
  $ 174,976     $ 183,905  
 
           
 
               
EXPENSES:
               
General and administrative
    36,742       40,882  
Depreciation
    7,237       7,237  
 
           
 
    43,979       48,119  
 
           
 
               
Operating income
    130,997       135,786  
 
               
OTHER INCOME:
               
Interest
    75       653  
Other
    75       475  
 
           
 
               
Net income
  $ 131,147     $ 136,914  
 
           
 
               
Net income per limited partnership unit (Note 2)
  $ 14.84     $ 15.49  
 
           
 
               
Number of units used in computing per unit amounts
    8,751       8,751  
 
           
See accompanying notes to condensed financial statements.

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DEL TACO RESTAURANT PROPERTIES I
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
                 
    Three Months Ended  
    March 31,  
    2009     2008  
CASH FLOWS FROM OPERATING ACTIVITIES:
               
   
Net income
  $ 131,147     $ 136,914  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
    7,237       7,237  
Changes in operating assets and liabilities:
               
Receivable from Del Taco LLC
    (491 )     (1,764 )
Deposits
    62       (310 )
Payable to limited partners
    1,436       1,925  
Accounts payable
    20,727       12,776  
 
           
 
               
Net cash provided by operating activities
    160,118       156,778  
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
               
 
               
Cash distributions to partners
    (171,483 )     (173,984 )
 
           
 
               
Net decrease in cash
    (11,365 )     (17,206 )
 
               
Beginning cash balance
    207,772       218,140  
 
           
 
               
Ending cash balance
  $ 196,407     $ 200,934  
 
           
See accompanying notes to condensed financial statements.

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DEL TACO RESTAURANT PROPERTIES I
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2009
UNAUDITED
NOTE 1 — BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements and should therefore be read in conjunction with the financial statements and notes thereto contained in the annual report on Form 10-K for the year ended December 31, 2008 for Del Taco Restaurant Properties I (the Partnership or the Company). In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the Partnership’s financial position at March 31, 2009, the results of operations and cash flows for the three month periods ended March 31, 2009 and 2008 have been included. Operating results for the three months ended March 31, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. Amounts related to the disclosure of December 31, 2008 balances within these condensed financial statements were derived from the 2008 audited financial statements.
NOTE 2 — NET INCOME PER LIMITED PARTNERSHIP UNIT
Net income per limited partnership unit is based on net income attributable to the limited partners (after 1% allocation to the general partner) using the weighted average number of units outstanding during the periods presented, which amounted to 8,751 in 2009 and 2008.
Pursuant to the partnership agreement, annual partnership net income is allocated one percent to Del Taco LLC, formerly known as Del Taco, Inc., (Del Taco or the General Partner) and 99 percent to the limited partners. A partnership net loss in any year will be allocated 24 percent to the General Partner and 76 percent to the limited partners until the losses so allocated equal income previously allocated. Any additional losses will be allocated one percent to the General Partner and 99 percent to the limited partners. Partnership gains from any sale or refinancing will be allocated one percent to the General Partner and 99 percent to the limited partners until allocated gains and profits equal losses. Additional gains will be allocated 24 percent to the General Partner and 76 percent to the limited partners.
NOTE 3 — LEASING ACTIVITIES
The Partnership leases certain properties for operation of restaurants to Del Taco on a triple net basis. The leases are for terms of 35 years commencing with the completion of the restaurant facility located on each property and require monthly rentals equal to 12 percent of the gross sales of the restaurants. The leases expire in the years 2019 to 2020. There is no minimum rental payment required under any of the leases.

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DEL TACO RESTAURANT PROPERTIES I
NOTES TO CONDENSED FINANCIAL STATEMENTS — CONTINUED
MARCH 31, 2009
UNAUDITED
NOTE 3 — LEASING ACTIVITIES — continued
For the three months ended March 31, 2009, the five restaurants operated by Del Taco, for which the Partnership is the lessor, had combined, unaudited sales of $1,222,823 and unaudited net losses of $50,954 as compared to unaudited sales of $1,290,326 and unaudited net losses of $18,172 respectively, for the corresponding period in 2008. Net income or loss of each restaurant includes charges for general and administrative expenses incurred in connection with supervision of restaurant operations and interest expense and the increase in net loss from the corresponding period of the prior year primarily relates to a reduction in restaurant revenues. For the three months ended March 31, 2009, the one restaurant operated by a Del Taco franchisee, for which the Partnership is the lessor, had unaudited sales of $235,312 as compared to $242,213 during the same period in 2008.
NOTE 4 — TRANSACTIONS WITH DEL TACO
The receivable from Del Taco consists primarily of rent accrued for the month of March 2009. The March rent receivable was collected in April 2009.
Del Taco serves in the capacity of general partner in other partnerships which are engaged in the business of operating restaurants, and three other partnerships which were formed for the purpose of acquiring real property in California for construction of Mexican-American restaurants for lease under long-term agreements to Del Taco for operation under the Del Taco trade name.
In addition, see Note 5 with respect to certain distributions to the General Partner.
NOTE 5 — DISTRIBUTIONS
On April 28, 2009, a distribution to the limited partners of $157,096, or approximately $17.95 per limited partnership unit, was approved. Such distribution was paid on April 30, 2009. The General Partner also received a distribution of $1,587 with respect to its 1% partnership interest.
Total cash distributions declared and paid in January 2009 were $171,483.
NOTE 6 — PAYABLE TO LIMITED PARTNERS
Payable to limited partners represents a reclassification from cash for distribution checks made to limited partners that have remained outstanding for 6 months or longer.

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DEL TACO RESTAURANT PROPERTIES I
NOTES TO CONDENSED FINANCIAL STATEMENTS — CONTINUED
MARCH 31, 2009
UNAUDITED
NOTE 7 — CONCENTRATION OF RISK
The six restaurants leased to Del Taco make up all of the income producing assets of the Partnership and contributed all of the Partnership’s rental revenues during the three months ended March 31, 2009 and 2008. Therefore, the business of the Partnership is entirely dependent on the success of the Del Taco trade name restaurants that lease the properties.
The Partnership maintains substantially all of its cash and cash equivalents at one major commercial bank. The Federal Depository Insurance Commission’s limits were $250,000 and $100,000 at March 31, 2009 and 2008, respectively. At March 31, 2009 and December 31, 2008, the Partnership had approximately $204,000 and $220,000, respectively, on deposit at one financial institution.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Del Taco Restaurant Properties I (the Partnership or the Company) offered limited partnership units for sale between March 1983 and March 1984. $4.375 million was raised through the sale of limited partnership units and used to acquire sites and build six restaurants and also to pay commissions to brokers and to reimburse Del Taco LLC (the General Partner or Del Taco) for offering costs incurred.
The six restaurants leased to Del Taco make up all of the income producing assets of the Partnership. Therefore, the business of the Partnership is entirely dependent on the success of the Del Taco trade name and the restaurants that lease the properties. The success of the restaurants is dependent on a large variety of factors, including, but not limited to, competition, consumer demand and preference for fast food, in general, and for Mexican-American food in particular.
Results of Operations
The Partnership owns six properties that are under long-term lease to Del Taco for restaurant operations (Del Taco, in turn, has subleased one of the restaurants to a Del Taco franchisee).
The following table sets forth rental revenue earned by restaurant (unaudited):
                 
    Three Months Ended  
    March 31,  
    2009     2008  
Riverside Avenue, Rialto, CA
  $ 27,222     $ 27,805  
Elden Avenue, Moreno Valley, CA
    23,088       24,324  
Foothill Boulevard, La Verne, CA
    40,880       44,305  
Baseline & Archibald, Rancho Cucamonga, CA
    28,237       29,066  
Elkhorn Boulevard, Sacramento, CA
    23,404       21,683  
Haven Avenue, Rancho Cucamonga, CA
    32,145       36,722  
 
           
Total
  $ 174,976     $ 183,905  
 
           
The Partnership receives rental revenues equal to 12 percent of gross sales from the restaurants. The Partnership earned rental revenue of $174,976 during the three month period ended March 31, 2009, which represents a decrease of $8,929 from 2008. The changes in rental revenues between 2008 and 2009 are directly attributable to decreases in sales levels at the restaurants under lease due to local competitive and industry factors.
The increase in accounts payable from December 31, 2008 is a seasonal increase due to the timing of payment for certain annual accounting, audit and tax services.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued
The following table breaks down general and administrative expenses by type of expense:
                 
    Percentage of Total
    General & Administrative Expense
    Three Months Ended
    March 31,
    2009   2008
Accounting fees
    80.93 %     80.60 %
Distribution of information to limited partners
    19.07       19.40  
 
               
 
    100.00 %     100.00 %
 
               
General and administrative costs decreased from 2008 to 2009 primarily due to decreased audit fees, tax preparation fees, and costs for printing and the distribution of information to limited partners.
Net income decreased by $5,767 from 2008 to 2009 due to decreases in rental revenues of $8,929 and interest and other income of $978, partially offset by the decrease in general and administrative expenses of $4,140.
Significant Recent Accounting Pronouncements
None
Off-Balance Sheet Arrangements
None
Critical Accounting Policies and Estimates
Management’s discussion and analysis of financial condition and results of operations, as well as disclosures included elsewhere in this report on Form 10-Q are based upon the Partnership’s financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Partnership believes the critical accounting policies that most impact the financial statements are described below. A summary of the significant accounting policies of the Partnership can be found in Note 1 to the Financial Statements which is included in the Partnership’s December 31, 2008 Form 10-K.
Revenue Recognition: Rental revenue is recognized based on 12 percent of gross sales of the restaurants for the corresponding period, and is earned at the point of sale.
Property and Equipment: Property and equipment is stated at cost. Depreciation is computed using the straight-line method over estimated useful lives which are 20 years for land improvements, 35 years for buildings and improvements, and 10 years for machinery and equipment.
The Partnership accounts for property and equipment in accordance with Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets.” SFAS 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In evaluating long-lived assets held for use, an impairment loss is recognized if the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying value of the asset.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — continued
Once a determination has been made that an impairment loss should be recognized for long-lived assets, various assumptions and estimates are used to determine fair value including, among others, estimated costs of construction and development, recent sales of comparable properties and the opinions of fair value prepared by independent real estate appraisers. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
None.
Item 4T. Controls and Procedures
  (a)   Evaluation of disclosure controls and procedures:
As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Treasurer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Treasurer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company’s periodic Securities and Exchange Commission filings.
  (b)   Changes in internal controls:
There were no significant changes in the Company’s internal controls over financial reporting that occurred during our most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
  (c)   Asset-Backed issuers:
Not applicable.

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PART II. OTHER INFORMATION
There is no information required to be reported for any items under Part II, except as follows:
Item 6. Exhibits
     
31.1
  Paul J. B. Murphy, III’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
31.2
  Steven L. Brake’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
32.1
  Certification pursuant to subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
 
  DEL TACO RESTAURANT PROPERTIES I    
 
  (a California limited partnership)    
 
  Registrant    
 
       
 
  Del Taco LLC
General Partner
   
 
       
Date:     July 22, 2009
  /s/ Steven L. Brake
 
Steven L. Brake
   
 
  Treasurer    

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