10-Q 1 a32981e10vq.htm FORM 10-Q e10vq
Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark one)
 
x  
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2007.
 
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   92630
(Address of principal executive offices)   (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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer o     Accelerated filer o     Non-accelerated filer þ
 
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


 

INDEX
DEL TACO RESTAURANT PROPERTIES I
     
    PAGE NUMBER
 
   
  3
 
   
  3
 
   
  3
 
   
  4
 
   
  5
 
   
  6
 
   
  9
 
   
  11
 
   
  11
 
   
   
 
   
  12
 
   
  13
 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32.1

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PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
DEL TACO RESTAURANT PROPERTIES I
CONDENSED BALANCE SHEETS
                 
    June 30,     December 31,  
    2007     2006  
    (Unaudited)          
ASSETS
               
 
               
CURRENT ASSETS:
               
Cash
  $ 196,337     $ 259,468  
Receivable from Del Taco LLC
    61,747       61,641  
Deposits
    985       1,130  
 
           
Total current assets
    259,069       322,239  
 
           
 
               
PROPERTY AND EQUIPMENT:
               
Land and improvements
    1,852,482       1,852,482  
Buildings and improvements
    1,013,134       1,013,134  
Machinery and equipment
    1,136,026       1,136,026  
 
           
 
    4,001,642       4,001,642  
Less—accumulated depreciation
    2,062,561       2,048,087  
 
           
 
    1,939,081       1,953,555  
 
           
 
               
 
  $ 2,198,150     $ 2,275,794  
 
           
 
               
LIABILITIES AND PARTNERS’ EQUITY
               
 
               
CURRENT LIABILITIES:
               
Payable to limited partners
  $ 44,985     $ 81,877  
Accounts payable
    4,199       9,421  
 
           
Total current liabilities
    49,184       91,298  
 
           
 
               
PARTNERS’ EQUITY:
               
Limited partners; 8,751 units outstanding at June 30, 2007 and December 31, 2006
    1,887,379       1,922,554  
General partner-Del Taco LLC
    261,587       261,942  
 
           
 
    2,148,966       2,184,496  
 
           
 
               
 
  $ 2,198,150     $ 2,275,794  
 
           
See accompanying notes to condensed financial statements.

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DEL TACO RESTAURANT PROPERTIES I
CONDENSED STATEMENTS OF INCOME
(Unaudited)
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2007     2006     2007     2006  
 
                               
RENTAL REVENUES
  $ 181,721     $ 181,478     $ 355,055     $ 362,640  
 
                       
 
                               
EXPENSES:
                               
General and administrative
    13,075       11,349       53,442       51,038  
Depreciation
    7,237       7,237       14,474       14,474  
 
                       
 
    20,312       18,586       67,916       65,512  
 
                       
 
                               
Operating income
    161,409       162,892       287,139       297,128  
 
                               
OTHER INCOME:
                               
Interest
    1,201       1,102       2,410       2,097  
Other
    675       125       1,250       350  
 
                       
 
                               
Net income
  $ 163,285     $ 164,119     $ 290,799     $ 299,575  
 
                       
 
                               
Net income per limited partnership unit (Note 2)
  $ 18.47     $ 18.57     $ 32.90     $ 33.89  
 
                       
 
                               
Number of units used in computing per unit amounts
    8,751       8,751       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)
                 
    Six Months Ended  
    June 30,  
    2007     2006  
 
               
CASH FLOWS FROM OPERATING ACTIVITIES:
               
 
               
Net income
  $ 290,799     $ 299,575  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
    14,474       14,474  
Changes in operating assets and liabilities:
               
Receivable from Del Taco LLC
    (106 )     4,415  
Deposits
    145       (818 )
Payable to limited partners
    (36,892 )     (5,357 )
Accounts payable
    (5,222 )     3,434  
 
           
 
               
Net cash provided by operating activities
    263,198       315,723  
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
               
 
               
Cash distributions to partners
    (326,329 )     (343,563 )
 
           
 
               
Net decrease in cash
    (63,131 )     (27,840 )
 
               
Beginning cash balance
    259,468       268,272  
 
           
 
               
Ending cash balance
  $ 196,337     $ 240,432  
 
           
See accompanying notes to condensed financial statements.

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DEL TACO RESTAURANT PROPERTIES I
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007
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, 2006 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 June 30, 2007, the results of operations for the three and six month periods ended June 30, 2007 and 2006 and cash flows for the six month periods ended June 30, 2007 and 2006 have been included. Operating results for the three and six months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.
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 2007 and 2006.
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 under any of the leases.

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DEL TACO RESTAURANT PROPERTIES I
NOTES TO CONDENSED FINANCIAL STATEMENTS — CONTINUED
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007
UNAUDITED
NOTE 3 — LEASING ACTIVITIES — continued
For the three months ended June 30, 2007, the five restaurants operated by Del Taco, for which the Partnership is the lessor, had combined, unaudited sales of $1,256,131 and unaudited net income of $547 as compared to $1,250,048 and $27,122, respectively, for the corresponding period in 2006. 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. For the three months ended June 30, 2007, the one restaurant operated by a Del Taco franchisee, for which the Partnership is the lessor, had unaudited sales of $258,210 as compared with $262,265 during the same period in 2006.
For the six months ended June 30, 2007, the five restaurants operated by Del Taco, for which the Partnership is the lessor, had combined, unaudited sales of $2,460,368 and unaudited net income of $4,011 as compared to $2,520,601 and $109,106, respectively, for the corresponding period in 2006. 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 decrease in net income from the corresponding period of the prior year primarily relates to additional interest expense from the debt that was issued in connection with the acquisition of Del Taco (see Note 8). For the six months ended June 30, 2007, the one restaurant operated by a Del Taco franchisee, for which the Partnership is the lessor, had unaudited sales of $498,425 as compared with $501,400 during the same period in 2006.
NOTE 4 — TRANSACTIONS WITH DEL TACO
The receivable from Del Taco consists primarily of rent accrued for the month of June 2007. The June rent receivable was collected in July 2007.
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
Total cash distributions declared and paid in January and April 2007 were $172,599 and $153,730, respectively. On July 23, 2007, a distribution to the limited partners of $144,888, or approximately $16.56 per limited partnership unit, was declared. Such distribution was paid on July 30, 2007. The General Partner also received a distribution of $1,464 with respect to its 1% partnership interest.

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DEL TACO RESTAURANT PROPERTIES I
NOTES TO CONDENSED FINANCIAL STATEMENTS — CONTINUED
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007
UNAUDITED
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 six months or longer. The reduction in payable to limited partners from December 31, 2006 to June 30, 2007 is due to reissuing outstanding distribution checks to limited partners who were located in connection with the Partnership’s review of unclaimed property.
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 and six months ended June 30, 2007 and 2006. Therefore, the business of the Partnership is entirely dependent on the success of the Del Taco trade name restaurants that lease the properties.
NOTE 8 — ACQUISITION OF GENERAL PARTNER
On January 30, 2006, the parent company of the General Partner entered into an agreement to sell all of its issued and outstanding common stock to Sagittarius Acquisitions II, Inc. The transaction was consummated on March 29, 2006 and did not have an impact on the financial position, results of operations or cash flows of the Partnership.

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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 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 for the three and six months ended June 30, 2007 and 2006 (unaudited):
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2007     2006     2007     2006  
Riverside Avenue, Rialto, CA
  $ 28,558     $ 28,458     $ 57,339     $ 56,564  
Elden Avenue, Moreno Valley, CA
    26,333       31,056       51,931       64,397  
Foothill Boulevard, La Verne, CA
    43,491       43,357       85,246       86,094  
Baseline & Archibald, Rancho Cucamonga, CA
    30,985       31,472       59,811       60,168  
Elkhorn Boulevard, Sacramento, CA
    20,035       17,985       38,446       36,001  
Haven Avenue, Rancho Cucamonga, CA
    32,319       29,150       62,282       59,416  
 
                       
Total
  $ 181,721     $ 181,478     $ 355,055     $ 362,640  
 
                       
The Partnership receives rental revenues equal to 12 percent of gross sales from the restaurants. The Partnership earned rental revenue of $181,721 during the three month period ended June 30, 2007, which represents an increase of $243 from the corresponding period in 2006. The Partnership earned rental revenue of $355,055 during the six month period ended June 30, 2007, which represents a decrease of $7,585 from the corresponding period in 2006. The change in rental revenues between 2007 and 2006 is directly attributable to changes in sales at the restaurants under lease due to local competitive and industry factors.

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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:
                                 
    Percent of Total
    General & Administrative Expense
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2007   2006   2007   2006
Accounting fees
    45.99 %     49.26 %     69.33 %     68.60 %
Distribution of information to limited partners
    54.01 %     50.74 %     30.67 %     31.40 %
 
                               
 
                               
 
    100.00 %     100.00 %     100.00 %     100.00 %
 
                               
General and administrative costs for the three month and six month periods ended June 30, 2007 increased from the corresponding period in 2006 due to increased costs for accounting fees related to certain statutory filing requirements and increased printing costs.
For the three month period ended June 30, 2007, net income decreased by $834 from 2006 to 2007 due to the increase in general and administrative expenses of $1,726, partially offset by the increase in revenues of $243 and interest and other income of $649. For the six month period ended June 30, 2007, net income decreased $8,776 from 2006 to 2007 due to the decrease in revenues of $7,585 and the increase in general and administrative expenses of $2,404, partially offset by the increase in interest and other income of $1,213.
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, 2006 Form 10-K.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — continued
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.
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 4. 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 President and Treasurer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the President 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 and Reports
  (a)   Exhibits
  31.1   Shirlene Lopez’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
  (b)   Reports
     None.

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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: August 13, 2007  /s/ Steven L. Brake    
  Steven L. Brake   
  Treasurer   

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EXHIBIT INDEX
     
Exhibit No.   Description
 
31.1
  Shirlene Lopez’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