10-Q 1 a76990e10-q.htm FORM 10-Q QUARTER ENDED SEPTEMBER 30, 2001 Del Taco Restaurant Properties III Form 10-Q
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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 September 30, 2001.

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. 33-2462

DEL TACO RESTAURANT PROPERTIES III

a California limited partnership
(Exact name of registrant as specified in its charter)
     
California
(State or other jurisdiction of
incorporation or organization)
  33-0139247
(I.R.S. Employer
Identification Number)
 
23041 Avenida De La Carlota, Laguna Hills, California
(Address of principal executive offices)
  92653
(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  x  No  o




BALANCE SHEETS
STATEMENTS OF INCOME
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES


Table of Contents

INDEX
 
DEL TACO RESTAURANT PROPERTIES III
         
PART I. FINANCIAL INFORMATION   PAGE NUMBER
   
 
Item 1. Financial Statements and Supplementary Data  
 
Balance Sheets at September 30, 2001 (Unaudited) and December 31, 2000
    3  
 
Statements of Income for the three and nine months ended September 30, 2001 and 2000 (Unaudited)
    4  
 
Statements of Cash Flows for the nine months ended September 30, 2001 and 2000 (Unaudited)
    5  
 
Notes to Financial Statements     6  
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
    9  
 
PART II. OTHER INFORMATION        
 
Item 6. Exhibits and Reports on Form 8-K     11  
 
SIGNATURES     12  

 

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DEL TACO RESTAURANT PROPERTIES III
 
BALANCE SHEETS

                     
        September 30,   December 31,
        2001   2000
       
 
        (Unaudited)        
ASSETS
CURRENT ASSETS:
               
 
Cash
  $ 253,274     $ 230,275  
 
Receivable from General Partner
    69,450       69,017  
 
Deposits
    1,000       1,622  
 
   
     
 
   
Total current assets
    323,724       300,914  
 
   
     
 
RESTRICTED CASH
    97,291       97,291  
 
   
     
 
PROPERTY AND EQUIPMENT, at cost:
               
 
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
    2,990,666       2,905,737  
 
   
     
 
 
    5,893,181       5,978,110  
 
   
     
 
 
  $ 6,314,196     $ 6,376,315  
 
   
     
 
LIABILITIES AND PARTNERS’ EQUITY
 
CURRENT LIABILITIES:
               
 
Payable to Limited Partners
  $ 42,884     $ 34,067  
 
Accounts payable
    12,559       15,979  
 
   
     
 
   
Total current liabilities
    55,443       50,046  
 
   
     
 
OBLIGATION TO GENERAL PARTNER
    577,510       577,510  
 
   
     
 
PARTNERS’ EQUITY:
               
 
Limited Partners
    5,719,959       5,786,836  
 
General Partner-Del Taco, Inc.
    (38,716 )     (38,077 )
 
   
     
 
 
    5,681,243       5,748,759  
 
   
     
 
 
  $ 6,314,196     $ 6,376,315  
 
   
     
 

The accompanying notes are an
integral part of these financial statements.

 

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DEL TACO RESTAURANT PROPERTIES III
 
STATEMENTS OF INCOME
 
(Unaudited)

                                     
        Three Months Ended   Nine Months Ended
        September 30,   September 30,
       
 
        2001   2000   2001   2000
       
 
 
 
REVENUES:
                               
 
Rent
  $ 212,463     $ 204,427     $ 609,373     $ 575,391  
 
Interest
    2,185       3,357       8,052       8,717  
 
Other
    875       800       2,000       1,883  
 
   
     
     
     
 
 
    215,523       208,584       619,425       585,991  
 
   
     
     
     
 
EXPENSES:
                               
 
General and administrative
    8,129       9,123       46,895       44,583  
 
Depreciation
    28,310       28,310       84,931       84,931  
 
   
     
     
     
 
 
    36,439       37,433       131,826       129,514  
 
   
     
     
     
 
   
Net income
  $ 179,084     $ 171,151     $ 487,599     $ 456,477  
 
   
     
     
     
 
 
Net income per limited partnership unit
  $ 3.75     $ 3.58     $ 10.20     $ 9.55  
 
   
     
     
     
 

The accompanying notes are an
integral part of these financial statements.

 

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DEL TACO RESTAURANT PROPERTIES III
 
STATEMENTS OF CASH FLOWS
 
(Unaudited)

                     
        Nine Months Ended
        September 30,
       
        2001   2000
       
 
CASH FLOWS FROM OPERATING ACTIVITIES:
               
 
Net income
  $ 487,599     $ 456,477  
Adjustments to reconcile net income to net cash provided by operating activities:
               
 
Depreciation
    84,931       84,931  
 
Increase in receivable from General Partner
    (434 )     (5,328 )
 
Decrease in deposits
    622        
 
Increase in accounts payable and payable to limited partners
    5,397       11,084  
 
   
     
 
   
Net cash provided by operating activities
    578,115       547,164  
 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
 
Cash distributions to partners
    (555,116 )     (511,561 )
 
   
     
 
Net increase in cash
    22,999       35,603  
Beginning cash balance
    230,275       208,334  
 
   
     
 
Ending cash balance
  $ 253,274     $ 243,937  
 
   
     
 

The accompanying notes are an
integral part of these financial statements.

 

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DEL TACO RESTAURANT PROPERTIES III
 
NOTES TO FINANCIAL STATEMENTS
 
SEPTEMBER 30, 2001

NOTE 1 — BASIS OF PRESENTATION

The accompanying financial statements, some of which are unaudited, have been prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles for complete financial statements and should therefore be read in conjunction with the financial statements and notes thereto contained in the Registrant’s annual report on Form 10-K for the year ended December 31, 2000. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the partnership’s financial position at September 30, 2001, the results of operations and cash flows for the nine month periods ended September 30, 2001 and 2000 have been included. Operating results for the three and nine months ended September 30, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001.

NOTE 2 — RESTRICTED CASH

At September 30, 2001 the partnership had a restricted cash balance of $97,291. 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 partnership 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 3 — NET INCOME PER LIMITED PARTNERSHIP UNIT

Net income per limited partnership unit is based upon the weighted average number of units outstanding during the periods presented which amounted to 47,331 in 2001 and 2000.

Pursuant to the partnership agreement, annual partnership 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.

 

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DEL TACO RESTAURANT PROPERTIES III
 
NOTES TO FINANCIAL STATEMENTS — CONTINUED
 
SEPTEMBER 30, 2001

NOTE 4 — LEASING ACTIVITIES

The partnership leases certain properties for operation of restaurants to Del Taco, Inc. 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.

For the three months ended September 30, 2001, the nine restaurants operated by Del Taco, for which the partnership is the lessor, had combined, unaudited sales of $1,770,529 and net income of $96,505, as compared to $1,703,554 and $72,235 respectively, for the corresponding period in 2000. Net income by restaurant includes charges for general and administrative expenses incurred in connection with supervision of restaurant operations and interest expense.

For the nine months ended September 30, 2001, the nine restaurants operated by Del Taco, for which the partnership is the lessor, had combined, unaudited sales of $5,078,110 and net income of $278,976, as compared to $4,794,929 and $172,761 respectively, for the corresponding period in 2000.

For the three months and nine months ended September 30, 2001, the East Valley Blvd. restaurant in Walnut, California reported net income of $1,916 and a net loss of $436 as compared to net losses of $1,950 and $4,780 for the corresponding period in 2000.

For the three months and nine months ended September 30, 2001, the East Gale Blvd. restaurant in Puente Hills, California reported net losses of $942 and $4,710 as compared to net losses of $1,971 and $8,500 for the corresponding period in 2000.

For the three months and nine months ended September 30, 2001, the West Sepulveda Blvd. restaurant in Los Angeles, California reported net income of $1,485 and $2,607 as compared to net losses of $2,629 and $11,832 for the corresponding period in 2000.

 

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DEL TACO RESTAURANT PROPERTIES III
 
NOTES TO FINANCIAL STATEMENTS — CONTINUED
 
SEPTEMBER 30, 2001

NOTE 5 — TRANSACTIONS WITH DEL TACO

The receivable from General Partner consists primarily of rent accrued for the month of September. The September rent was collected on October 12, 2001.

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.

In addition, see Note 6 with respect to certain distributions to the General Partner.

NOTE 6 — DISTRIBUTIONS

On October 16, 2001, a distribution to the limited partners of $203,602, or approximately $4.30 per limited partnership unit, was approved. Such distribution was paid on October 23, 2001. The General Partner also received a distribution of $2,057 with respect to its 1% partnership interest.

NOTE 7 — RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 141 addresses financial accounting and reporting for business combinations and is effective for all business combinations after June 30, 2001. SFAS No. 142 addresses financial accounting and reporting for acquired goodwill and other intangible assets and is effective for fiscal years beginning after December 15, 2001.

In August 2001, the FASB issued SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 addresses financial accounting and reporting for long-lived assets to be disposed of and is effective for fiscal years beginning after December 15, 2001.

The adoption of these standards is not expected to have a material impact on the Company’s financial position or results of operations.

 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

The partnership offered limited partnership units for sale between February 1986 and June 1987. 14.7% of the $12 million raised through sale of limited partnership units was used to pay commissions to brokers and to reimburse the General Partner for offering costs incurred. Approximately $9.5 million of the remaining funds were used to acquire sites and build ten restaurants. In February of 1992, approximately $281,000 raised during the offering but not required to acquire sites and build restaurants was distributed to the limited partners. One restaurant was sold in November 1997.

The nine restaurants leased to Del Taco make up almost all of the income producing assets of the partnership. Therefore, the business of the partnership is almost 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, consumer demand and preference for fast food, in general, and for Mexican-American food in particular.

As described in Note 2 to the Notes to the Financial Statements, the partnership has a death and disability redemption fund totaling $97,291 at September 30, 2001. Investors should contact the General Partner with all questions regarding the eligibility of a limited partner or the estate of a deceased limited partner to participate in the redemption fund.

Results of Operations

The partnership owns nine properties that are under long-term lease to Del Taco for restaurant operations.

The following table sets forth rental revenue earned by restaurant for the year:

                                   
      Three Months Ended   Nine Months Ended
      September 30,   September 30,
     
 
      2001   2000   2001   2000
     
 
 
 
Rancho California Plaza, Rancho California, CA
  $ 32,338     $ 32,275     $ 93,850     $ 92,679  
East Vista Way, Vista, CA
    20,709       20,513       58,425       58,205  
Plaza at Puente Hills, Industry, CA
    13,208       13,705       38,827       37,698  
4th Street, Perris, CA
    29,647       28,073       83,546       78,727  
Foothill Blvd., Upland, CA
    25,548       25,834       74,525       71,731  
East Valley Blvd., Walnut, CA
    13,419       12,618       38,096       35,656  
Lassen Street, Chatsworth, CA
    31,561       30,020       89,793       83,021  
Hesperia Road, Victorville, CA
    28,368       24,816       81,753       71,916  
W. Sepulveda Blvd., Los Angeles, CA
    17,665       16,573       50,558       45,758  
 
   
     
     
     
 
 
Total
  $ 212,463     $ 204,427     $ 609,373     $ 575,391  
 
   
     
     
     
 
 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations — continued

The partnership receives rental revenues equal to 12 percent of gross sales from the restaurants. The partnership earned rental revenue of $212,463 during the three month period ended September 30, 2001, which represents an increase of $8,036 from 2000. The partnership earned rental revenue of $609,373 during the nine month period ended September 30, 2001, which represents an increase of $33,982 from 2000. The changes in rental revenue between 2001 and 2000 are directly attributable to increases in sales levels at the restaurants under lease.

The following table breaks down general and administrative expenses by type of expense:

                 
    Percentage of Total
    General & Administrative Expense
 
    Nine Months Ended
    September 30,
   
    2001   2000
   
 
Accounting fees
    59.66 %     53.74 %
Distribution of information to Limited Partners
    40.34       46.26  
 
   
     
 
 
    100.00 %     100.00 %
 
   
     
 

For the three month period ended September 30, 2001 net income increased by $7,933 from 2000 to 2001 due to the increase in revenues of $6,939 and the decrease in general and administrative expenses of $994. For the nine month period ended September 30, 2001 net income increased by $31,122 from 2000 to 2001 due to the increase in revenues of $33,434 which was partially offset by the increase in general and administrative expenses of $2,312.

In accordance with recent U.S. Government regulations, the partnership is required to file annual K-1 income tax forms with the Internal Revenue Service electronically beginning in 2002 for the year ending December 31, 2001. In order to comply with this regulation, the partnership will incur additional costs to lease software to 1) prepare the tax forms electronically and 2) maintain the underlying partnership database.

The General Partner and outside consultants evaluated available software and selected a software package in the third calendar quarter of 2001. Estimates of additional general and administrative costs to lease the software range from $2,000 to $6,000 in 2001 (the conversion year) and range from $8,500 to $9,500 in each subsequent year.

 

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PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(b)  No reports on Form 8-K were filed during the nine months ended September 30, 2001.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
 
 
 
 
 
 
Date: October 31, 2001 
DEL TACO RESTAURANT PROPERTIES III
(a California limited partnership)
Registrant
 
Del Taco, Inc.
General Partner
 
 
/s/ Robert J. Terrano

Robert J. Terrano
Executive Vice President,
Chief Financial Officer

Date: October 31, 2001  /s/ C. Douglas Mitchell

C. Douglas Mitchell
Vice President and Corporate
Controller

 

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