-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qg85R1LtP2cihR4+HBoBXqZkG7siG208qZj2Ci1S067+SIvYjpcrEa8OzSEYwykF VtAghRC31ByS1H6yzYDBUg== 0000892569-98-000753.txt : 19980318 0000892569-98-000753.hdr.sgml : 19980318 ACCESSION NUMBER: 0000892569-98-000753 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980317 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEL TACO RESTAURANT PROPERTIES III CENTRAL INDEX KEY: 0000786360 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330139247 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-16851 FILM NUMBER: 98567493 BUSINESS ADDRESS: STREET 1: 23041 AVENIDA DE LA CARLOTA, SUITE 400 CITY: LAGUNA HILLS STATE: CA ZIP: 92653 BUSINESS PHONE: 714 462-9300 MAIL ADDRESS: STREET 1: 1800 W KATELLA AVE CITY: ORANGE STATE: CA ZIP: 92667 10-K 1 FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 1997 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO. 33-2462 DEL TACO RESTAURANT PROPERTIES III A CALIFORNIA LIMITED PARTNERSHIP (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 33-0139247 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 23041 AVENIDA DE LA CARLOTA, LAGUNA HILLS, CALIFORNIA 92653 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(714) 462-9300 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE 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 X NO ___ DOCUMENTS INCORPORATED BY REFERENCE PORTIONS OF THE REGISTRANT'S FORM S-11 REGISTRATION STATEMENT FILED DECEMBER 30, 1985 ARE INCORPORATED BY REFERENCE INTO PART IV OF THIS REPORT. ================================================================================ 2 PART I ITEM 1. BUSINESS The Registrant is a publicly-held Limited Partnership organized under the California Uniform Limited Partnership Act. In accordance with the Partnership Agreement, the Registrant's General Partner is Del Taco, Inc., a California corporation ("General Partner"). The Registrant sold 48,000 Units aggregating $12,000,000 through an offering of Limited Partnership Units from February 26, 1986 through June 1, 1987. The term of the Partnership Agreement is until December 31, 2025 unless terminated earlier by means provided therein. The Registrant has engaged in the business of acquiring sites in California for the construction of ten Mexican-American restaurants for long-term lease to Del Taco, Inc. for operation under the Del Taco trade name. Each property is leased for 35 years on a triple-net basis for a rent equal to twelve percent of gross sales of each restaurant constructed thereon. The Twentynine Palms property was sold in November 1997, yielding net proceeds of $278,612. The proceeds were distributed in December 1997 to all limited partners of record as of October 31, 1997. The Registrant had a total of nine Properties leased to Del Taco as of December 31, 1997 (Del Taco, in turn has subleased one of the restaurants). Because the nine Properties owned by the Registrant constitute virtually all of the Registrant's income producing assets, the business of the Registrant is almost entirely dependent on the success of the Del Taco trade name restaurants which lease those Properties. In turn, the success of those restaurants, which are not operated by the Registrant, is dependent on a large variety of factors, including, but not limited to, consumer demand and preference for fast food, in general, and for Mexican-American food in particular. The Registrant has no full time employees. The General Partner is vested with full authority as to the general management and supervision of the business and affairs of the Registrant, and has a one percent interest in the profits or losses and distributions of the Registrant. Limited Partners have no right to participate in the management or conduct of such business and affairs. 2 3 ITEM 2. PROPERTIES The Registrant acquired ten Properties with proceeds obtained from the sale of Limited Partnership Units:
Date of Date of Restaurant Commencement of Address City, State Acquisition Constructed Operation (1) - ------- ----------- ----------- ----------- ------------- Rancho California Rancho California, December 23, 1986 60 seat with drive July 14, Plaza CA through service 1987 window East Vista Way Vista, CA February 24, 1987 60 seat with drive September 10, through service 1987 window 4th Street Perris, CA June 24, 60 seat with drive December 16, 1987 1987 through service window Foothill Boulevard Upland, CA August 3, 1987 60 seat with drive January 12, 1988 through service window Plaza at Puente Industry, CA May 12, 60 seat with drive February 24, 1988 Hills 1987 through service window Twentynine Palms Twentynine Palms, December 14, 1987 60 seat with drive May 17, (2) Highway CA through service 1988 window East Walnut, CA April 29, 1988 60 seat with drive August 31, Valley through service 1988 Boulevard window West Los Angeles, CA July 8, 60 seat with drive January 12, (3) Sepulveda 1988 through service 1989 Boulevard window Lassen Chatsworth, CA January 27, 1989 60 seat with drive August 21, Street through service 1989 window Hesperia Road Victorville, CA December 29, 1989 100 seat with drive July 5, 1990 through service window
3 4 (1) Commencement of operation is the first date Del Taco, Inc., as lessee, operated the facility on the site as a Del Taco restaurant. (2) In November 1997, the Twentynine Palms property was sold yielding net proceeds to the Registrant of $278,612. (3) The restaurant is subleased to a franchisee of Del Taco, Inc. and the restaurant operates as a Del Taco restaurant. PART II ITEM 3. LEGAL PROCEEDINGS The Registrant is not a party to any material pending legal proceedings. ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS The Registrant, a publicly-held Limited Partnership, sold 48,000 ($12,000,000) Limited Partnership Units during the offering period ended June 1, 1987 and currently has 1,786 Limited Partners of record. There is no public market for the trading of the Units. Distributions made by the Registrant to the Limited Partners during the past three fiscal years are described in Note 8 to the Notes to the Financial Statements contained under Item 8. 4 5 ITEM 6. SELECTED FINANCIAL DATA
FOR THE YEAR ENDED DECEMBER 31, 1997 1996 1995 1994 1993 ---------- ---------- ---------- ---------- ---------- Rental Revenue $ 725,397 $ 722,856 $ 724,382 $ 701,039 $ 654,694 Interest and other income 13,152 9,464 9,087 8,090 9,974 Net income 422,201 292,257 394,502 368,343 334,980 Net income per Limited Partnership Unit (1) 8.82 6.10 8.22 7.66 6.96 Cash Distributions per Limited Partnership Unit (2)(3)(4)(5)(6) From operations 14.38 14.09 14.18 18.30 6.03 Return of capital 5.88 Total Assets 6,803,782 7,345,412 7,741,938 8,035,079 8,561,063 Long-term Obligations 577,510 577,510 577,510 577,510 577,510
(1) The net income per Limited Partnership Unit was calculated based upon 47,398, 47,461 and 47,513 weighted average Units outstanding for years 1997, 1996 and 1995, respectively. (2) Two quarterly distributions were disbursed during the year ended December 31, 1993. Cash distributions for the quarters ended September 30, 1993 and December 31, 1993 amounted to $7.70 and were paid January 31, 1994 and February 2, 1994 respectively. (3) Cash distributions for the quarter ended December 31, 1994 amounted to $3.56 per Limited Partnership Unit and were paid January 17, 1995. Five distributions were disbursed during the year ended December 31, 1994. (4) Cash distributions for the quarter ended December 31, 1995 amounted to $3.86 per Limited Partnership Unit and were paid January 17, 1996. Four distributions were disbursed during the year ended December 31, 1995. (5) Cash distributions for the quarter ended December 31, 1996 amounted to $3.64 per Limited Partnership Unit and were paid January 31, 1997. Four distributions were disbursed during the year ended December 31, 1996. 5 6 ITEM 6. SELECTED FINANCIAL DATA - CONTINUED (6) Cash distributions for the quarter ended December 31, 1997 amounted to $3.71 per Limited Partnership Unit and were paid January 31, 1998. Five distributions were disbursed during the year ended December 31, 1997. One of the distributions was the proceeds from the sale of the Twentynine Palms property. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources The Registrant commenced offering of Limited Partnership Units on February 21, 1986. By June 1, 1987, the sale of such Units provided a total capitalization for the Registrant of $12,001,000 including $1,000 attributable to the Original Limited Partner. 14.7 percent of the cash received from the sale of Limited Partnership Units was used to pay commissions to brokers and to reimburse the General Partner for offering costs incurred. Approximately $9,500,000 of the remaining funds were expended for the acquisition of sites and construction of ten restaurants. During 1987, the first three restaurants opened for business. Four additional restaurants opened in 1988, two additional restaurants opened in 1989, and the tenth restaurant opened in 1990. In February 1992, the Registrant distributed to Limited Partners of record on December 31, 1991 $280,553 of net proceeds not utilized as reserves and not invested in Properties. Since the restaurants owned by the Registrant opened, cash flow from Lease payments received from Del Taco, the Registrant's General Partner, which leases all nine remaining restaurants (one of which has been subleased), have provided adequate liquidity for operation of the Registrant. However, the Registrant's overwhelmingly predominant source of income to meet its expenses and fund distributions to its Limited Partners is payments from Del Taco under the Leases, comprising primarily rent calculated on the basis of the gross sales of the restaurants operated on the Properties, as to which there are no contractually specified minimum or guaranteed amounts. Thus, the adequacy of the Registrant's liquidity and capital resources in the future will depend primarily upon the gross revenues of such restaurants as well as upon Del Taco's financial condition and results of operations generally. The December 31, 1997 restricted cash balance is a death and disability redemption fund totaling $107,809. Such fund is maintained in an interest bearing account at a major commercial bank. A Limited Partner has the right, under certain circumstances involving such Limited Partner's death or disability, to tender to the Registrant for redemption all of the Units owned of record by such Limited Partner. The redemption price will be equal to the partners capital account balance as of the redemption date. The death and disability fund was established in 1987. The fund was limited to two percent of the gross proceeds from sale of the limited partnership units. Requests for redemption made after the funds in the death and disability fund are depleted will not be accepted. All questions regarding the eligibility of a Limited Partner or the estate of a deceased Limited Partner to participate in the redemption fund are determined by the Special Limited Partner. 6 7 Results of Operations The Registrant owns nine Properties that are under long-term lease to Del Taco for restaurant operations (Del Taco, in turn, has subleased one of the restaurants). In November 1997, the Twentynine Palms property was sold yielding net proceeds of $278,612. The following table sets forth rental revenue earned by restaurant for the year:
YEAR ENDED DECEMBER 31, 1997 1996 1995 -------- -------- -------- Rancho California Plaza, Rancho Calif., CA $112,285 $126,262 $129,015 East Vista Way, Vista, CA 58,517 59,497 65,824 4th Street, Perris, CA 105,274 101,463 102,233 Foothill Blvd., Upland, CA 76,897 72,446 68,358 Plaza at Puente Hills, Industry, CA 55,947 54,231 56,372 Twentynine Palms Hwy., Twentynine Palms, CA 33,663 40,000 40,000 East Valley Blvd., Walnut, CA 42,274 40,064 39,533 W. Sepulveda Blvd., Los Angeles, CA 49,061 46,704 47,445 Lassen Street, Chatsworth, CA 108,711 101,374 95,767 Hesperia Road, Victorville, CA 82,768 80,815 79,835 -------- -------- -------- Total $725,397 $722,856 $724,382 ======== ======== ========
The Registrant receives rental revenues equal to 12 percent of restaurant sales. The Registrant had rental revenue of $725,397 for the year ended December 31, 1997, representing an increase from the rental revenues of $722,856 in 1996. Such increase is directly attributable to increased sales at the restaurants. The following table sets forth, for the periods indicated, the percentage relationship to total general and administrative expenses of items included in the Registrant's Statements of Income: Percentage of Total General & Admin. Expense
Year Ended December 31, 1997 1996 1995 ------- ------- ------- Accounting fees 26.94% 29.42% 29.54% Distribution of information to Limited Partners 71.60 67.83% 66.97 Other 1.46 2.75 3.49 ------- ------- ------- 100.00% 100.00% 100.00%
======= ======= ======= 7 8 Results of Operations - Continued Operating expenses include general and administrative expenses which consist primarily of accounting fees and costs of distribution of information to the Limited Partners. For the years ended December 31, general and administrative expenses decreased from $56,247 in 1996 to $54,928 in 1997 reflecting lower costs for accounting and reporting to the Limited Partner's. The Registrant incurred depreciation expense in the amount of $265,532, $281,447 and $286,756 for the years ended December 31, 1997, 1996 and 1995, respectively. Depreciation expense decreased in 1997 as a result of certain equipment becoming fully depreciated during the year. Depreciation expense decreased in 1996 due to the writedown in connection with the Twentynine Palms property. For the reasons stated under "Liquidity and Capital Resources" above, the Registrant's results of operations in the future will depend primarily upon the gross revenues of the restaurants located on the Properties leased to Del Taco as well as upon Del Taco's financial condition and results of operations generally. Management does not believe the operations of the Company will be significantly impacted by the year 2000 software issue and does not believe the year 2000 software issue will materially effect the Company's operations, financial position or cash flows. 8 9 ITEM 8. FINANCIAL STATEMENTS PART I. INFORMATION
INDEX PAGE NUMBER ----- ----------- Report of Independent Public Accountants 10 Balance Sheets at December 31, 1997 and 1996 11 Statements of Income for the years ended December 31, 1997, 1996 and 1995 12 Statement of Changes in Partners' Equity for the three years ended December 31, 1997 13 Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995 14 Notes to Financial Statements 15-20
9 10 [ ARTHUR ANDERSEN LLP LETTERHEAD ] REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Partners of Del Taco Restaurant Properties, III: We have audited the accompanying balance sheets of DEL TACO RESTAURANT PROPERTIES III (a California limited partnership) as of December 31, 1997 and 1996, and the related statements of income, changes in partners' equity and cash flows for each of the three years in the period ended December 31, 1997. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Del Taco Restaurant Properties III as of December 31, 1997 and 1996, and the results of its operations and its cash flows, for each of the three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule in the index of financial statements is presented for purposes of complying with the Securities and Exchange Commissions rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly states, in all material respects, the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. /s/ ARTHUR ANDERSEN LLP --------------------------- ARTHUR ANDERSON LLP Orange County, California February 10, 1998 11 DEL TACO RESTAURANT PROPERTIES III BALANCE SHEETS
DECEMBER 31, 1997 1996 ----------- ----------- ASSETS CURRENT ASSETS: Cash $ 189,315 $ 190,185 Receivable from Del Taco, Inc. (Note 5) 59,368 57,288 Deposits 1,000 1,000 ----------- ----------- Total current assets 249,683 248,473 ----------- ----------- RESTRICTED CASH (NOTE 6) 107,809 110,617 ----------- ----------- REAL ESTATE HELD FOR SALE (NOTE 9) -- 274,500 ----------- ----------- PROPERTY AND EQUIPMENT, AT COST (NOTE 1) Land and improvements 4,405,966 4,405,966 Buildings and improvements 2,954,959 2,954,959 Machinery and equipment 1,522,922 1,522,922 ----------- ----------- 8,883,847 8,883,847 Less: accumulated depreciation 2,437,557 2,172,025 ----------- ----------- 6,446,290 6,711,822 ----------- ----------- $ 6,803,782 $ 7,345,412 =========== =========== LIABILITIES AND PARTNERS' EQUITY CURRENT LIABILITIES: Payable to Limited Partners $ 4,006 $ 4,181 Accounts Payable 9,938 3,000 ----------- ----------- Total current liabilities 13,944 7,181 ----------- ----------- OBLIGATION TO GENERAL PARTNER (NOTE 3) 577,510 577,510 PARTNERS' EQUITY (NOTE 2) Limited Partners 6,245,880 6,791,606 General Partner - Del Taco, Inc. (33,552) (30,885) ----------- ----------- 6,212,328 6,760,721 ----------- ----------- $ 6,803,782 $ 7,345,412 =========== ===========
The accompanying notes are an integral part of these financial statements. 11 12 DEL TACO RESTAURANT PROPERTIES III STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31, 1997 1996 1995 -------- -------- -------- REVENUES: Rent (Note 4) $725,397 $722,856 $724,382 Interest 10,227 8,689 8,187 Other 2,925 775 900 Gain on sale of property (Note 9) 4,112 -- -- -------- -------- -------- 742,661 732,320 733,469 -------- -------- -------- EXPENSES: General and administrative 54,928 56,247 52,211 Depreciation 265,532 281,447 286,756 Writedown of real estate held for resale (Note 9) -- 102,369 -- -------- -------- -------- 320,460 440,063 338,967 -------- -------- -------- Net Income $422,201 $292,257 $394,502 ======== ======== ======== Net Income per Limited Partnership Unit (Note 1) $ 8.82 $ 6.10 $ 8.22 -------- ======== ========
The accompanying notes are an integral part of these financial statements. 12 13 DEL TACO RESTAURANT PROPERTIES III STATEMENT OF CHANGES IN PARTNERS' EQUITY THREE YEARS ENDED DECEMBER 31, 1997
Limited Partners ---------------------------- General Units Amount Partner Total ----------- ----------- ----------- ----------- Balance, December 31, 1994 47,528 $ 7,476,016 $ (24,190) $ 7,451,826 Net income 390,557 3,945 394,502 Redemption of units (30) (5,985) (5,985) Cash distributions (Note 8) (673,781) (6,806) (680,587) ----------- ----------- ----------- ----------- Balance, December 31, 1995 47,498 7,186,807 (27,051) 7,159,756 Net income 289,335 2,922 292,257 Redemption of units (88) (15,659) (15,659) Cash distributions (Note 8) (668,877) (6,756) (675,633) ----------- ----------- ----------- ----------- Balance, December 31, 1996 47,410 6,791,606 (30,885) 6,760,721 Net income 417,979 4,222 422,201 Redemption of units (16) (2,808) (2,808) Cash distributions (Note 8) (960,897) (6,889) (967,786) ----------- ----------- ----------- ----------- Balance, December 31, 1997 47,394 $ 6,245,880 $ (33,552) $ 6,212,328 =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. 13 14 DEL TACO RESTAURANT PROPERTIES III STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1997 1996 1995 --------- --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 422,201 $ 292,257 $ 394,502 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 265,532 281,447 286,756 Gain on sale of property (4,112) -- -- Writedown of real estate held for sale -- 102,369 -- Increase (decrease) in payable to Limited Partner (175) 933 (2,495) (Increase) decrease in receivable from General Partner (2,080) 2,746 3,042 Increase in accounts payable 6,938 1,569 1,424 --------- --------- --------- Net cash provided by operating activities 688,304 681,321 683,229 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Net proceeds from sale of property 278,612 -- -- Decrease in restricted cash 2,808 15,659 5,985 --------- --------- --------- Net cash provided by investing activities 281,420 15,659 5,985 --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Redemption of Limited Partnership Units (2,808) (15,659) (5,985) Cash distribution to partners (967,786) (675,633) (680,587) --------- --------- --------- Net cash used by financing activities (970,594) (691,292) (686,572) --------- --------- --------- Increase (decrease) in cash (870) 5,688 2,642 Beginning cash balance 190,185 184,497 181,855 --------- --------- --------- Ending cash balance $ 189,315 $ 190,185 $ 184,497 ========= ========= =========
The accompanying notes are an integral part of these financial statements. 14 15 DEL TACO RESTAURANT PROPERTIES III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES THE PARTNERSHIP: Del Taco Restaurant Properties III (a California limited partnership) was formed on December 19, 1985, for the purpose of acquiring real property in California for construction of ten Mexican-American restaurants to be leased under long-term agreements to Del Taco, Inc. (General Partner for operation under the Del Taco trade name). As of July 5, 1990, all ten restaurants had commenced operation on acquired properties. In November 1997, the Twentynine Palms property was sold yielding net proceeds of $278,612. As of December 31, 1997, Del Taco Restaurant Properties III had nine properties in operation. BASIS OF ACCOUNTING: The Partnership utilizes the accrual method of accounting for transactions relating to the business of the Partnership. Distributions are made to the General and Limited Partners in accordance with the provisions of the Partnership Agreement (see Note 2). 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. In fiscal 1996, the Registrant adopted Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of Long Lived Assets and for Long Lived Assets to be Disposed of." SFAS 121 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. The adoption of SFAS No. 121 did not have a material effect on the Registrant's financial statements. INCOME TAXES: No provision has been made for federal or state income taxes on Partnership net income, since the Partnership is not subject to income tax. Partnership income is includable in the taxable income of the individual partners as required under applicable income tax laws. Certain items, primarily related to depreciation methods, are accounted for differently for income tax reporting purposes (see Note 7). 15 16 DEL TACO RESTAURANT PROPERTIES III NOTES TO FINANCIAL STATEMENTS - CONTINUED DECEMBER 31, 1997 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED NET INCOME PER LIMITED PARTNERSHIP UNIT: The net income per Limited Partnership Unit was calculated based upon 47,398, 47,461 and 47,513 weighted average Units outstanding in 1997, 1996, and 1995, respectively. USE OF ESTIMATES: The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of 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. NOTE 2 - PARTNERS' EQUITY Pursuant to the Partnership Agreement, annual partnership net income or loss is 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, distributions and syndication costs, and until each class of Limited Partners receive their priority return as defined in the Partnership Agreement. Additional gains will be allocated 15 percent to the General Partner and 85 percent to the Limited Partners. NOTE 3 - SITE ACQUISITION AND DEVELOPMENT FEE Under terms of the Partnership Agreement, the General Partner is entitled to receive a fee in an amount equal to five percent of aggregate capital contributions. The fee shall be for services rendered in connection with site selection and the design and supervision of construction of improvements to acquired properties. This fee shall be earned at the time the services are rendered, but shall not be paid and shall be subordinated to the Limited Partners' interests until all restaurants have opened and the Limited Partners have received certain minimum returns on their investment, as required by the Partnership Agreement. It is the policy of the Partnership to accrue the site acquisition and development fee as an obligation to the General Partner. No fees were earned for such services during 1997, 1996 and 1995. 16 17 DEL TACO RESTAURANT PROPERTIES III NOTES TO FINANCIAL STATEMENTS - CONTINUED DECEMBER 31, 1997 NOTE 4 - LEASING ACTIVITIES The Registrant leases certain properties for operation of restaurants to Del Taco, Inc. (General Partner) 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. There is no minimum rental under any of the leases, except for the restaurant which was located in Twentynine Palms, California. Prior to the sale of this property in November 1997, the subleasee paid a base rent of $3,333.33 per month. The Registrant had a total of nine Properties leased to Del Taco as of December 31, 1997 (Del Taco, in turn has subleased one of the restaurants). The eight restaurants operated by Del Taco, for which the Registrant is the lessor, had combined, unaudited sales of $5,355,612, $5,301,274, $5,307,698 and unaudited net income of $206,143, $154,989 and $166,375 for the years ended December 31, 1997, 1996 and 1995, respectively. Net income by restaurant includes charges for general and administrative expenses incurred in connection with supervision of restaurant operations and interest expense. The one restaurant operated by a Del Taco franchisee, for which the Registrant is the lessor, had unaudited sales of $408,841, $389,198 and $395,372 for the years ended December 31, 1997, 1996 and 1995, respectively. The East Valley Blvd. Restaurant in Walnut, California had unaudited net losses of $18,594, $19,991 and $16,599 for the year ended December 31, 1997, 1996 and 1995, respectively. The Puente Hills Plaza restaurant in Industry, California had unaudited net income of $5,638 and net losses of $8,542 and $1,049 for the years ended December 31, 1997, 1996 and 1995, respectively. The Hesperia Road restaurant in Victorville, California had unaudited net income of $8,203 and net losses of $604 and $7,346 for the years ended December 31, 1997, 1996 and 1995, respectively. NOTE 5 - RELATED PARTIES The receivable from Del Taco consists of rent accrued for the month of December 1997. The rent receivable was collected on January 17, 1998. The General Partner received $6,889 in distributions relating to its one percent interest in the Registrant for the year ended December 31, 1997. 17 18 DEL TACO RESTAURANT PROPERTIES III NOTES TO FINANCIAL STATEMENTS - CONTINUED DECEMBER 31, 1997 NOTE 5 - RELATED PARTIES - CONTINUED Del Taco, Inc. 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, Inc. for operation under the Del Taco trade name. Partners Network Corp., a California corporation ("PNC"), which is wholly-owned by the same principals who own the Dealer Manager, who was primarily responsible for selling Limited Partnership Units, is the Special Limited Partner of the Partnership, as defined in the Partnership Agreement. PNC will monitor the Partnership investments and perform services in connection with the disposition of properties in the future. In return for such services, PNC will be entitled to receive certain subordinated distributions and payments. NOTE 6 - RESTRICTED CASH At December 31, 1997 and 1996 the partnership had restricted cash balances of $107,809 and $110,617, respectively. The restricted cash is a death and disability redemption fund. Such fund is maintained in an interest bearing account at a major commercial bank. A Limited Partner has the right, under certain circumstances involving such Limited Partner's death or disability, to tender to the Registrant for redemption all of the Units owned of record by such Limited Partner. The redemption price will be equal to the partners capital account balance as of the redemption date. The death and disability fund was established in 1987. The fund was limited to two percent of the gross proceeds from sale of the limited partnership units. Requests for redemption made after the funds in the death and disability fund are depleted will not be accepted. NOTE 7 - INCOME TAXES A reconciliation of financial statement net income to taxable income for each of the periods is as follows:
1997 1996 1995 --------- --------- --------- Net income per financial statements $ 422,201 $ 292,257 $ 394,502 Tax loss on sale of asset (107,920) -- -- Write down of real estate -- 102,368 -- Excess book depreciation 164,586 154,745 118,201 --------- --------- --------- Taxable income $ 478,867 $ 549,370 $ 512,703 ========= ========= =========
18 19 DEL TACO RESTAURANT PROPERTIES III NOTES TO FINANCIAL STATEMENTS - CONTINUED DECEMBER 31, 1997 NOTE 7 - INCOME TAXES - CONTINUED A reconciliation of partnership equity per the financial statements to net worth for tax purposes as of December 31, 1997, is as follows: Partners' equity per financial statements $6,212,329 Issue costs of Limited Partnership Units capitalized for tax purposes 1,741,676 Excess tax depreciation 251,426 Tax loss on sale of assets (107,920) Other 83 ---------- Net worth for tax purposes $8,097,594 ==========
NOTE 8 - CASH DISTRIBUTIONS TO LIMITED PARTNERS Cash distributions paid to Limited Partners for the three years ended December 31, 1997 were as follows:
Weighted Number of Distribution Average Units per Limited Number of Outstanding at Partnership Units the End of Quarter Ended Unit Outstanding Quarter ------------- ------------- ------------- December 31, 1994 $ 3.56 47,528 47,528 March 31, 1995 3.00 47,528 47,528 June 30, 1995 3.76 47,518 47,518 September 30, 1995 3.86 47,498 47,498 ------------- Total paid in 1995 $ 14.18 ============= December 31, 1995 $ 3.64 47,498 47,498 March 31, 1996 3.31 47,498 47,498 June 30, 1996 3.42 47,498 47,498 September 30, 1996 3.72 47,472 47,410 ------------- Total paid in 1996 $ 14.09 ============= December 31, 1996 $ 3.63 47,410 47,410 March 31, 1997 3.39 47,410 47,410 June 30, 1997 3.47 47,394 47,394 September 30, 1997 3.89 47,394 47,394 ------------- Amount from operations 14.38 Return of capital (December 1997) 5.88 47,398 ------------- Total paid in 1997 $ 20.26 =============
19 20 DEL TACO RESTAURANT PROPERTIES III NOTES TO FINANCIAL STATEMENTS - CONTINUED DECEMBER 31, 1997 NOTE 8 - CASH DISTRIBUTIONS TO LIMITED PARTNERS - CONTINUED Cash distributions per Limited Partnership Unit were calculated based upon the weighted average number of units outstanding for each quarter and were paid from operations. Cash distributions for the quarter ended December 31, 1997 amounted to $3.71 per Limited Partnership Unit and were paid January 31, 1998. NOTE 9 - REAL ESTATE HELD FOR SALE In the third quarter of 1996, the Twentynine Palms location was reviewed for suitability as a continuing partnership property and it was concluded that the site is no longer suitable for operation of a Del Taco restaurant or as a partnership investment under a sublease arrangement. After the review of the site suitability, an estimate of current market value was prepared by an independent real estate appraiser. As a result of the review, the Twentynine Palms location was listed for sale with a broker and the property was written down to its estimated fair value. Accordingly, the carrying value of the Twentynine Palms property was adjusted down to $274,500 generating a writedown of $102,369 in the third quarter of 1996. In November 1997, the Twentynine Palms property was sold yielding net proceeds of $278,612, resulting in a gain of $4,112. 20 21 PART III ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT'S GENERAL PARTNER (a) & (b) The executive officers and directors of the General Partner and their ages are set forth below:
Name Title Age - ---- ----- --- Kevin K. Moriarty Director, Chairman and Chief Executive Officer 51 Paul W. Hitzelberger Executive Vice President, Brand Strategy and Franchise Relations/Development 53 Robert J. Terrano Executive Vice President and Chief Financial Officer 42 James D. Stoops Executive Vice President, Operations 45 Janet D. Simmons Senior Vice President, Purchasing 41 Michael L. Annis Vice President, Secretary and General Counsel 51 C. Douglas Mitchell Vice President and Corporate Controller 47
The above referenced executive officers and directors of the General Partner will hold office until the annual meeting of its shareholders and directors, which is scheduled for the later part of 1998. (c) None (d) No family relationship exists between any such director or executive officer of the General Partner. (e) The following is an account of the business experience during the past five years of each such director and executive officer: 21 22 Kevin K. Moriarty, Director, Chairman and Chief Executive Officer of Del Taco, Inc. Mr. Moriarty began his career with Burger King Corporation in 1974 in Operations Unit Management. In 1983, he was promoted to Area Manager in New York, and was subsequently promoted to the Regional Vice President, Chicago Region in 1985. In 1988, he became Executive Vice President and General Manager of the North Central Division. Mr. Moriarty served in that position until 1990 when he joined Del Taco, Inc. as President and Chief Executive Officer on July 31, 1990. Mr. Moriarty has served as a Director of the General Partner since 1990. Paul W. Hitzelberger, Executive Vice President, Brand Strategy and Franchise Relations/Development of Del Taco, Inc. He was appointed to his current position in December 1995. Mr. Hitzelberger has responsibility for franchise development, relations and training and will oversee public relations and training for the corporation. From 1991 to 1995, Mr. Hitzelberger was Executive Vice President, Marketing of Del Taco, Inc. From September 1988 through September 1989, Mr. Hitzelberger was Chief Executive Officer of Environmental Marketing Group. Prior to that, Mr. Hitzelberger was a Vice President of Del Taco, Inc. Prior to joining Del Taco, Inc., he served as Vice President - Marketing at the department store division of Lucky Stores, Inc., a major supermarket retailer. Prior to his position with Lucky, Mr. Hitzelberger held various positions in marketing and retailing at Wallpapers to Go, Inc., a division of General Mills, Inc., and Coast to Coast Stores, Inc. a subsidiary of Household Merchandising, Inc. Mr. Hitzelberger received a Master of Business Administration degree from Loyola University in Chicago, Illinois. Robert J. Terrano, Executive Vice President and Chief Financial Officer of Del Taco, Inc. From May 1994 to April 1995, Mr. Terrano served as Chief Financial Officer for Denny's, Inc. in Spartanburg, S.C. From August 1983 to May 1994, he served with Burger King Corporation, Miami Florida, in a variety of positions, most recently as Division Controller. Mr. Terrano joined Del Taco, Inc. in April 1995. James D. Stoops, Executive Vice President, Operations of Del Taco, Inc. From 1968 to 1991, Mr. Stoops served in a wide variety of Operations positions with Burger King Corporation with increasing levels of responsibility. In 1985, Mr. Stoops was appointed Region Vice President/General Manager for the New York region and served in that position until October of 1990. In January of 1991, he joined Del Taco, Inc. in his current post. Janet D. Simmons, Senior Vice President, Purchasing of Del Taco, Inc. From 1979 to 1986, Ms. Simmons was with Denny's Incorporated. She served in the Research and Development department in a variety of positions until 1982 when she was promoted to the position of Purchasing Agent. Ms. Simmons was hired in 1986 as Manager of Contract Purchasing with Carl Karcher Enterprises, a post she held until March 1990 when she became Vice President, Purchasing for Del Taco, Inc. Ms. Simmons has a Bachelor of Science degree in Foods and Nutrition from Cal State Polytechnic University in Pomona, California. 22 23 Michael L. Annis, Vice President, Secretary and General Counsel of Del Taco, Inc. From 1981 to 1986 Mr. Annis served as Regional Real Estate Manager and Director of Real Estate Services with Taco Bell, Inc. In 1986 he served as Regional General Manager with Quaker State Minit Lube. In January of 1987 Mr. Annis joined Red Robin International, Inc. as General Counsel and was subsequently promoted to Vice President/Secretary and later Vice President Real Estate Development/Secretary and General Counsel, the position he held until joining Del Taco, Inc. in December of 1993. Mr. Annis received his J.D. Degree from Whittier College. C. Douglas Mitchell, Vice President and Corporate Controller. Mr. Mitchell joined Del Taco, Inc. in August of 1994 as Controller and was promoted to his current position in January 1996. From 1990 to 1994, Mr. Mitchell was a Senior Audit Manager with Coopers & Lybrand. Prior to 1990, Mr. Mitchell held various positions in finance and accounting with the Geneva Companies (a subsidiary of Chemical Bank), Zaremba Corporation (a real estate developer) and The Dexter Corporation (an international manufacturer of specialty materials). Mr. Mitchell has a Bachelor of Science degree with a major in accounting from the University of Southern California. ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS The Registrant has no executive officers or directors and pays no direct remuneration to any executive officer or director of its General Partner. The Registrant has not issued any options or stock appreciation rights to any executive officer or director of its General Partner, nor does the Registrant propose to pay any annuity, pension or retirement benefits to any executive officer or director of its General Partner. The Registrant has no plan, nor does the Registrant presently propose a plan, which will result in any remuneration being paid to any executive officer or director of the General Partner upon termination of employment. 23 24 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (a) No person of record currently owns more than five percent of Limited Partnership Units of the Registrant, nor was any person known of by the Registrant to own of record and beneficially, or beneficially only, more than five percent of such securities. (b) Neither Del Taco, Inc., nor any executive officer or director of Del Taco, Inc. owns any Limited Partnership Units of the Registrant. (c) The Registrant knows of no contractual arrangements, the operation or the terms of which may at a subsequent date result in a change in control of the Registrant, except for provisions in the Partnership Agreement providing for removal of the General Partner by holders of a majority of the Limited Partnership Units and if a material event of default occurs under the financing agreements of the General Partner. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (a) No transactions have occurred between the Registrant and any executive officer or director of its General Partner. During 1997, the following transactions occurred between the Registrant and the General Partner pursuant to the terms of the Partnership Agreement. (1) The General Partner earned $4,222 as its one percent share of the net income of the Registrant. (2) The General Partner received $6,889 in distributions relating to its one percent interest in the Registrant. (b) During 1997, the Registrant had no business relationships with any entity of a type required to be reported under this item. (c) Neither the General Partner, any director or officer of the General Partner or any associate of any such person, was indebted to the Registrant at any time during 1997 for any amount in excess of $60,000. (d) Not applicable. 24 25 PART IV ITEM 14(a)(1) AND (2). EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K Financial statement schedules: Schedule III - Real Estate and Accumulated Depreciation Financial statement schedules other than those referred to above have been omitted because they are not applicable or not required. (b) No reports on Form 8-K were filed during the last quarter of 1997. (c) Exhibits required by Item 601 of Regulation S-K: 1. Incorporated herein by reference, Restated Agreement of Limited Partnership of Del Taco Restaurant Properties III filed as Exhibit 3.01 to Registrant's Registration Statement on Form S-11 as filed with the Securities and Exchange Commission on December 30, 1985. 2. Incorporated herein by reference, Amendment to Restated Agreement of Limited Partnership of Del Taco Restaurant Properties III. 3. Incorporated herein by reference, Form of Standard Lease to be entered into by Registrant and Del Taco, Inc., as lessee, filed as Exhibit 10.02 to Registrant's Registration Statement on Form S-11 as filed with the Securities and Exchange Commission on December 30, 1985. 25 26 DEL TACO III - SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1997
Cost capitalized Gross amount at Initial cost subsequent to which carried at Description Encumbrances to company acquisition close of period ------------------------------------------------------------------------------------ Buildings Buildings & land (All Restaurants) & land Improve- Carrying improvements improvements ments costs Total - ----------------------------------------------------------------------------------------------------------------------------------- Rancho California, CA $ -- $ 384,400 $ 257,807 $ -- $ 642,207 Vista, CA -- 512,130 343,471 -- 855,601 Industry, CA -- 627,082 420,566 -- 1,047,648 Perris, Ca -- 437,522 293,434 -- 730,956 Upland, CA -- 281,827 189,014 -- 470,841 Walnut, CA -- 340,848 228,597 -- 569,445 Los Angeles, CA -- 674,283 452,223 -- 1,126,506 Chatsworth, CA -- 642,475 430,890 -- 1,073,365 Victorville, CA -- 505,399 338,957 -- 844,356 ---------------- ---------------- ---------------- ---------------- ---------------- $ -- $ 4,405,966 $ 2,954,959 $ -- $ 7,360,925 ================ ================ ================ ================ ================ 0
Description Life on which Accumulated Date of Date depreciation in latest depreciation construction acquired income statement (All Restaurants) is computed - --------------------------------------------------------------------------------------------------------- Rancho California, CA $ 91,005 1986 1986 20 (LI), 35 (BI) Vista, CA 121,245 1987 1987 20 (LI), 35 (BI) Industry, CA 148,459 1987 1987 20 (LI), 35 (BI) Perris, Ca 103,581 1987 1987 20 (LI), 35 (BI) Upland, CA 66,721 1987 1987 20 (LI), 35 (BI) Walnut, CA 80,694 1988 1988 20 (LI), 35 (BI) Los Angeles, CA 159,634 1988 1988 20 (LI), 35 (BI) Chatsworth, CA 152,103 1989 1989 20 (LI), 35 (BI) Victorville, CA 119,652 1989 1989 20 (LI), 35 (BI) ---------------- ---------------- ---------------- ---------------- $ 1,043,094 ================
Accumulated Restaurants Depreciation ----------- ----------- Balances at December 31, 1994: $ 7,802,513 $ 780,104 Acquisitions -- 130,306 Sales -- -- ----------- ----------- Balances at December 31, 1995: 7,802,513 910,410 Acquisitions -- 113,240 Sales -- -- Writedown of property (441,588) (93,796) ----------- ----------- Balances at December 31, 1996: 7,360,925 929,854 Acquisitions -- 113,240 Sales -- -- ----------- ----------- Balances at December 31, 1997: $ 7,360,925 $ 1,043,094 =========== ===========
Page 26 27 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DEL TACO RESTAURANT PROPERTIES III a California limited partnership Registrant Del Taco, Inc. General Partner Date March 07, 1998 Kevin K. Moriarty -------------- ----------------- Kevin K. Moriarty Director, Chairman and Chief Executive Officer Date March 07, 1998 Michael L. Annis -------------- ---------------- Michael L. Annis Vice President, Secretary and General Counsel Date March 07, 1998 Robert J. Terrano -------------- ----------------- Robert J. Terrano Executive Vice President and Chief Financial Officer Date March 07, 1998 C. Douglas Mitchell -------------- ------------------- C. Douglas Mitchell Vice President and Corporate Controller 27 EX-27 2 FINANCIAL DATA SCHEDULE
5 12-MOS DEC-31-1997 JAN-01-1997 DEC-31-1997 297,124 1,000 59,368 0 0 249,683 8,883,847 2,437,557 6,803,782 13,944 0 0 0 0 6,212,328 6,803,782 0 742,661 0 320,460 0 0 0 422,201 0 422,201 0 0 0 422,201 8.82 8.82
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