10-Q 1 a81522e10-q.htm 10-Q FORM 10Q QUARTER ENDED MARCH #1, 2002
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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 March 31, 2002  .

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
SIGNATURE


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INDEX

DEL TACO RESTAURANT PROPERTIES III
         
    PAGE NUMBER
   
PART I. FINANCIAL INFORMATION
       
Item 1. Financial Statements and Supplementary Data
       
Balance Sheets at March 31, 2002 (Unaudited) and December 31, 2001
    3  
Statements of Income for the three months ended March 31, 2002 and 2001 (Unaudited)
    4  
Statements of Cash Flows for the three months ended March 31, 2002 and 2001 (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  
SIGNATURE
    12  

 

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DEL TACO RESTAURANT PROPERTIES III

BALANCE SHEETS
                     
        March 31,   December 31,
        2002   2001
       
 
        (Unaudited)        
ASSETS
CURRENT ASSETS:
               
 
Cash
  $ 219,665     $ 248,445  
 
Receivable from General Partner
    73,982       71,282  
 
Deposits
    1,437       1,000  
 
   
     
 
   
Total current assets
    295,084       320,727  
 
   
     
 
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
    3,047,286       3,018,978  
 
   
     
 
 
    5,836,561       5,864,869  
 
   
     
 
 
  $ 6,228,936     $ 6,282,887  
 
   
     
 
LIABILITIES AND PARTNERS’ EQUITY
CURRENT LIABILITIES:
               
 
Payable to Limited Partners
  $ 40,099     $ 38,961  
 
Accounts payable
    8,305       15,258  
 
   
     
 
   
Total current liabilities
    48,404       54,219  
 
   
     
 
OBLIGATION TO GENERAL PARTNER
    577,510       577,510  
 
   
     
 
PARTNERS’ EQUITY:
               
 
Limited Partners
    5,642,520       5,690,174  
 
General Partner-Del Taco, Inc.
    (39,498 )     (39,016 )
 
   
     
 
 
    5,603,022       5,651,158  
 
   
     
 
 
  $ 6,228,936     $ 6,282,887  
 
   
     
 

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
        March 31,
       
        2002   2001
       
 
REVENUES:
               
 
Rent
  $ 208,162     $ 192,977  
 
Interest
    1,201       3,484  
 
Other
    1,025       675  
 
   
     
 
 
    210,388       197,136  
 
   
     
 
EXPENSES:
               
 
General and administrative
    25,463       23,930  
 
Depreciation
    28,310       28,310  
 
   
     
 
 
    53,773       52,240  
 
   
     
 
   
Net income
  $ 156,615     $ 144,896  
 
   
     
 
 
Net income per limited partnership unit
  $ 3.28     $ 3.03  
 
   
     
 

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)
                     
        Three Months Ended
        March 31,
       
        2002   2001
       
 
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net income
  $ 156,615     $ 144,896  
Adjustments to reconcile net income to net cash provided by operating activities:
               
 
Depreciation
    28,310       28,310  
 
Increase in receivable from General Partner
    (2,700 )     (830 )
 
(Increase) decrease in deposits
    (437 )     311  
 
(Decrease) increase in accounts payable and payable to limited partners
    (5,817 )     8,130  
 
   
     
 
   
Net cash provided by operating activities
    175,971       180,817  
 
   
     
 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Cash distributions to partners
    (204,751 )     (191,438 )
 
   
     
 
   
Net cash used by financing activities
    (204,751 )     (191,438 )
 
   
     
 
Net decrease in cash
    (28,780 )     (10,621 )
Beginning cash balance
    345,736       230,275  
 
   
     
 
Ending cash balance
  $ 316,956     $ 219,654  
 
   
     
 

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

 

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DEL TACO RESTAURANT PROPERTIES III

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2002

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, 2001. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the partnership’s financial position at March 31, 2002, the results of operations and cash flows for the three month periods ended March 31, 2002 and 2001 have been included. Operating results for the three months ended March 31, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002.

NOTE 2 — RESTRICTED CASH

At March 31, 2002, 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.

 

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DEL TACO RESTAURANT PROPERTIES III

NOTES TO FINANCIAL STATEMENTS — CONTINUED

MARCH 31, 2002

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 2002 and 2001.

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.

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 March 31, 2002, the nine restaurants operated by Del Taco, for which the partnership is the lessor, had combined, unaudited sales of $1,734,687 and net income of $99,760, as compared to $1,608,145 and $87,943, respectively, for the corresponding period in 2001. Net income by restaurant includes charges for general and administrative expenses incurred in connection with supervision of restaurant operations and interest expense.

For the three months ended March 31, 2002, the East Valley Blvd. restaurant in Walnut, California reported net income of $4,184 as compared to a net loss of $2,387 for the corresponding period in 2001.

For the three months ended March 31, 2002, the East Gale Blvd. restaurant in Puente Hills, California reported a net loss of $2,022 as compared to a net loss of $1,736 for the corresponding period in 2001.

For the three months ended March 31, 2002, the West Sepulveda Blvd. restaurant in Los Angeles, California reported a net loss of $2,460 as compared to net income of $471 for the corresponding period in 2001.

 

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DEL TACO RESTAURANT PROPERTIES III

NOTES TO FINANCIAL STATEMENTS — CONTINUED

MARCH 31, 2002

NOTE 5 — TRANSACTIONS WITH DEL TACO

The receivable from General Partner consists primarily of rent accrued for the month of March. The March rent was collected on April 12, 2002.

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 April 16, 2002, a distribution to the limited partners of $173,047, or approximately $3.66 per limited partnership unit, was approved. Such distribution was paid on April 19, 2002. The General Partner also received a distribution of $1,730 with respect to its 1% partnership interest.

 

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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 March 31, 2002. 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:

                   
      Three Months Ended
      March 31,
     
      2002   2001
     
 
Rancho California Plaza, Temecula, CA
  $ 30,272     $ 29,319  
East Vista Way, Vista, CA
    20,665       18,493  
Plaza at Puente Hills, Industry, CA
    14,136       12,627  
4th Street, Perris, CA
    29,908       25,768  
Foothill Blvd., Upland, CA
    24,290       24,644  
East Valley Blvd., Walnut, CA
    14,124       12,088  
Lassen Street, Chatsworth, CA
    30,920       28,423  
Hesperia Road, Victorville, CA
    27,802       25,554  
W. Sepulveda Blvd., Los Angeles, CA
    16,045       16,061  
 
   
     
 
 
Total
  $ 208,162     $ 192,977  
 
   
     
 
 

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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 $208,162 during the three month period ended March 31, 2002, which represents an increase of $15,185 from 2001. The increase in rental revenue was caused by an increase in sales at the restaurants under lease.

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

                 
    Percentage of Total
    General & Administrative Expense
   
    Three Months Ended
    March 31,
   
    2002   2001
   
 
Accounting fees
    64.50 %     64.98 %
Distribution of information to Limited Partners
    35.50       35.02  
 
   
     
 
 
    100.00 %     100.00 %
 
   
     
 

General and administrative costs increased from 2001 to 2002 due to increased costs for the annual audit and income tax preparation and the additional costs incurred in 2002 to lease new software.

Net income increased by $11,719 from 2001 to 2002 due to the increase in revenues of $13,252, which was partially offset by the $1,533 increase in general and administrative expenses.

 

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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 three months ended March 31, 2002.

 

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SIGNATURE

     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.

  DEL TACO RESTAURANT PROPERTIES III
(a California limited partnership)
Registrant


Del Taco, Inc.
General Partner

Date: May 1, 2002   /s/   Robert J. Terrano
Robert J. Terrano
Executive Vice President, Chief Financial Officer

 

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