(Mark one) | ||
þ
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended March 31, 2011 | ||
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
California
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33-0139247 | |
(State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification Number) |
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25521 Commercentre Drive
Lake Forest, California (Address of principal executive offices) |
92630 (Zip Code) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
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March 31, | December 31, | |||||||
2011 | 2010 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
CURRENT ASSETS: |
||||||||
Cash |
$ | 294,096 | $ | 309,131 | ||||
Receivable from Del Taco LLC |
90,669 | 88,135 | ||||||
Deposits |
2,228 | 2,440 | ||||||
Total current assets |
386,993 | 399,706 | ||||||
RESTRICTED CASH |
86,017 | 86,017 | ||||||
PROPERTY AND EQUIPMENT: |
||||||||
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 | |||||||
Lessaccumulated depreciation |
4,058,740 | 4,037,633 | ||||||
4,825,107 | 4,846,214 | |||||||
$ | 5,298,117 | $ | 5,331,937 | |||||
LIABILITIES AND PARTNERS EQUITY | ||||||||
CURRENT LIABILITIES: |
||||||||
Payable to limited partners |
$ | 66,421 | $ | 62,605 | ||||
Accounts payable |
28,050 | 14,543 | ||||||
Total current liabilities |
94,471 | 77,148 | ||||||
OBLIGATION TO GENERAL PARTNER |
577,510 | 577,510 | ||||||
PARTNERS EQUITY: |
||||||||
Limited partners; 47,261 units outstanding at March 31, 2011 and December 31, 2010 |
4,675,287 | 4,725,919 | ||||||
General partner-Del Taco LLC |
(49,151 | ) | (48,640 | ) | ||||
4,626,136 | 4,677,279 | |||||||
$ | 5,298,117 | $ | 5,331,937 | |||||
-3-
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
RENTAL REVENUES |
$ | 250,437 | $ | 249,723 | ||||
EXPENSES: |
||||||||
General and administrative |
39,428 | 38,007 | ||||||
Depreciation |
21,107 | 28,310 | ||||||
60,535 | 66,317 | |||||||
Operating income |
189,902 | 183,406 | ||||||
OTHER INCOME: |
||||||||
Interest |
122 | 130 | ||||||
Other |
675 | 225 | ||||||
Net income |
$ | 190,699 | $ | 183,761 | ||||
Net income per limited
partnership unit (Note 3) |
$ | 3.99 | $ | 3.85 | ||||
Number of units used in computing
per unit amounts |
47,261 | 47,261 | ||||||
-4-
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net income |
$ | 190,699 | $ | 183,761 | ||||
Adjustments to reconcile net income to net
cash provided by operating activities: |
||||||||
Depreciation |
21,107 | 28,310 | ||||||
Changes in operating assets and liabilities: |
||||||||
Receivable from Del Taco LLC |
(2,534 | ) | (3,006 | ) | ||||
Deposits |
212 | 93 | ||||||
Payable to limited partners |
3,816 | (23 | ) | |||||
Accounts payable |
13,507 | 3,866 | ||||||
Net cash provided by operating activities |
226,807 | 213,001 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Cash distributions to partners |
(241,842 | ) | (246,925 | ) | ||||
Net change in cash |
(15,035 | ) | (33,924 | ) | ||||
Beginning cash balance |
309,131 | 321,805 | ||||||
Ending cash balance |
$ | 294,096 | $ | 287,881 | ||||
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Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations continued |
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Rancho California Plaza, Temecula, CA |
$ | 40,756 | $ | 41,522 | ||||
East Vista Way, Vista, CA |
25,226 | 24,139 | ||||||
Plaza at Puente Hills, Industry, CA |
17,936 | 18,345 | ||||||
4th Street, Perris, CA |
27,930 | 28,990 | ||||||
Foothill Blvd., Upland, CA |
29,144 | 29,541 | ||||||
East Valley Blvd., Walnut, CA |
17,717 | 18,470 | ||||||
Lassen Street, Chatsworth, CA |
35,031 | 35,302 | ||||||
Hesperia Road, Victorville, CA |
35,333 | 33,304 | ||||||
W. Sepulveda Blvd., Los Angeles, CA |
21,364 | 20,110 | ||||||
Total |
$ | 250,437 | $ | 249,723 | ||||
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Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations continued |
Percent of Total | ||||||||
General & Administrative Expense | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Accounting fees |
76.86 | % | 76.50 | % | ||||
Distribution of information
to limited partners |
23.14 | % | 23.50 | % | ||||
100.00 | % | 100.00 | % | |||||
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Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations continued |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
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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 Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Companys periodic Securities and Exchange Commission filings. |
(b) | Changes in internal controls: |
There were no significant changes in the Companys 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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31.1 | Paul J. B. Murphy, IIIs Certification pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 |
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31.2 | Steven L. Brakes Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
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32.1 | Certification pursuant to Subsections (a) and (b) of Section
1350, Chapter 63 of Title 18, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 |
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DEL TACO RESTAURANT PROPERTIES III (a California limited partnership) Registrant Del Taco LLC General Partner |
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Date: May 16, 2011 | /s/ Steven L. Brake | |||
Steven L. Brake | ||||
Chief Financial Officer | ||||
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Exhibit No. | Description | |||
31.1 | Paul J. B. Murphy, IIIs Certification pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 |
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31.2 | Steven L. Brakes Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
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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 |
1. | I have reviewed this quarterly (report) on Form 10-Q of Del Taco Restaurant Properties III; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent function): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: May 16, 2011 | /s/ Paul J. B. Murphy, III | |||
Paul J. B. Murphy, III | ||||
Chief Executive Officer | ||||
1. | I have reviewed this quarterly (report) on Form 10-Q of Del Taco Restaurant Properties III; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent function): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: May 16, 2011 | /s/ Steven L. Brake | |||
Steven L. Brake | ||||
Chief Financial Officer | ||||
Date: May 16, 2011 | /s/ Paul J. B. Murphy, III | |||
Paul J. B. Murphy, III | ||||
Chief Executive Officer | ||||
Date: May 16, 2011 | /s/ Steven L. Brake | |||
Steven L. Brake | ||||
Chief Financial Officer | ||||