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, 2004 .

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                to                                .

Commission file no. 0-16851

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)
25521 Commercentre Drive, Lake Forest, California (Address of principal executive offices)	92630 (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

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)  Yes o  No x

INDEX

DEL TACO RESTAURANT PROPERTIES III

PART I. FINANCIAL INFORMATION	PAGE NUMBER
Item 1. Financial Statements
Condensed Balance Sheets at September 30, 2004 and December 31, 2003 (Unaudited)		3
Condensed Statements of Income for the three and nine months ended September 30, 2004 and 2003 (Unaudited)		4
Condensed Statements of Cash Flows for the nine months ended September 30, 2004 and 2003 (Unaudited)		5
Notes to Condensed Financial Statements (Unaudited)		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		8
Item 3. Quantitative and Qualitative Disclosures About Market Risk		10
Item 4. Controls and Procedures		11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K		12
SIGNATURE		13
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1

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DEL TACO RESTAURANT PROPERTIES III

CONDENSED BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	2004			2003
ASSETS
CURRENT ASSETS:
Cash	$	337,117		$	301,120
Receivable from Del Taco, Inc.		87,490			89,349
Deposits		1,310			1,309
Total current assets		425,917			391,778
RESTRICTED CASH		90,585			90,585
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
Less—accumulated depreciation		3,330,386			3,245,456
		5,553,461			5,638,391
	$	6,069,963		$	6,120,754
LIABILITIES AND PARTNERS’ EQUITY
CURRENT LIABILITIES:
Payable to limited partners	$	62,396		$	54,880
Accounts payable		15,231			7,051
Total current liabilities		77,627			61,931
OBLIGATION TO GENERAL PARTNER		577,510			577,510
PARTNERS’ EQUITY:
Limited partners; 47,291 units outstanding at September 30, 2004 and December 31, 2003		5,456,138			5,521,960
General partner-Del Taco, Inc.		(41,312	)		(40,647	)
		5,414,826			5,481,313
	$	6,069,963		$	6,120,754

See accompanying notes to condensed financial statements.

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DEL TACO RESTAURANT PROPERTIES III

CONDENSED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2004		2003		2004		2003
RENTAL REVENUES	$	273,836	$	249,643	$	797,427	$	702,602
EXPENSES:
General and administrative		12,788		10,744		68,038		62,914
Depreciation		28,310		28,310		84,930		84,931
		41,098		39,054		152,968		147,845
Operating income		232,738		210,589		644,459		554,757
OTHER INCOME:
Interest		905		776		2,667		2,657
Other		225		425		1,950		1,851
Net income	$	233,868	$	211,790	$	649,076	$	559,265
Net income per limited partnership unit (note 3)	$	4.90	$	4.43	$	13.59	$	11.70
Number of units used in computing per unit amounts		47,291		47,291		47,291		47,304

See accompanying notes to condensed financial statements.

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DEL TACO RESTAURANT PROPERTIES III

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	September 30,
	2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	649,076		$	559,265
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		84,930			84,931
Changes in operating assets and liabilities:
Decrease (increase) in receivable from Del Taco, Inc.		1,859			(6,719	)
Increase in deposits		(1	)		(154	)
Increase in accounts payable and payable to limited partners		15,696			7,206
Net cash provided by operating activities		751,560			644,529
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in restricted cash		—			6,706
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to partners		(715,563	)		(607,491	)
Redemption of limited partnership units		—			(6,706	)
Net cash used by financing activities		(715,563	)		(614,197	)
Net increase in cash		35,997			37,038
Beginning cash balance		301,120			262,652
Ending cash balance	$	337,117		$	299,690

See accompanying notes to condensed financial statements.

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DEL TACO RESTAURANT PROPERTIES III

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2004

(Unaudited)

NOTE 1 — BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements and should therefore be read in conjunction with the financial statements and notes thereto contained in the annual report on Form 10-K for the year ended December 31, 2003 for Del Taco Restaurant Properties III (the Partnership or the Company). In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the Partnership’s financial position at September 30, 2004, the results of operations for the three and nine month periods ended September 30, 2004 and 2003 and cash flows for the nine month periods ended September 30, 2004 and 2003 have been included. Operating results for the three and nine months ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.

NOTE 2 — RESTRICTED CASH

At September 30, 2004, the Partnership had a restricted cash balance of $90,585. The restricted cash results from a death and disability fund that the Company is required to maintain under the terms of the Partnership agreement. 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 47,291 for the three months ended September 30, 2003, 47,304 for the nine months ended September 30, 2003, and 47,291 for the three months and nine months ended September 30, 2004.

Pursuant to the partnership agreement, annual partnership income or loss is allocated one percent to Del Taco, Inc. (Del Taco or 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 CONDENSED FINANCIAL STATEMENTS — CONTINUED

SEPTEMBER 30, 2004

(Unaudited)

NOTE 4 — LEASING ACTIVITIES

The Partnership leases certain properties for operation of restaurants to Del Taco on a triple net basis. The leases are for terms of 35 years commencing with the completion of the restaurant facility located on each property and require monthly rentals equal to 12 percent of the gross sales of the restaurants. The leases terminate in the years 2021 to 2024. There is no minimum rental under any of the leases.

For the three months ended September 30, 2004, the nine restaurants operated by Del Taco, for which the Partnership is the lessor, had combined, unaudited sales of $2,281,967 and unaudited net income of $194,719, as compared to $2,080,353 and $144,823, respectively, for the corresponding period in 2003. Net income by restaurant includes corporate charges for general and administrative expenses incurred in connection with supervision of restaurant operations and interest expense.

For the nine months ended September 30, 2004, the nine restaurants operated by Del Taco, for which the Partnership is the lessor, had combined, unaudited sales of $6,645,226 and unaudited net income of $516,574, as compared to $5,855,015 and $409,760, respectively, for the corresponding period in 2003.

NOTE 5 — TRANSACTIONS WITH DEL TACO

The receivable from Del Taco, Inc. consists primarily of rent accrued for the month of September. The September rent was collected in October 2004.

Del Taco serves in the capacity of general partner in other partnerships which are engaged in the business of operating restaurants, and three other partnerships which were formed for the purpose of acquiring real property in California for construction of Mexican-American restaurants for lease under long-term agreements to Del Taco for operation under the Del Taco trade name.

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

NOTE 6 — DISTRIBUTIONS

On October 27, 2004, a distribution to the limited partners of $267,375, or approximately $5.65 per limited partnership unit, was approved. Such distribution was paid on October 28, 2004. The General Partner also received a distribution of $2,701 with respect to its 1% partnership interest. Total cash distributions paid in January, April and July 2004 were $241,557, $225,100 and $248,906, respectively.

NOTE 7 – PAYABLE TO LIMITED PARTNERS

Payable to limited partners represents a reclassification from cash for distribution checks to limited partners that have remained outstanding for 6 months or longer.

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

Liquidity and Capital Resources

Del Taco Restaurant Properties III (the Partnership or the Company) 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 Del Taco, Inc. (the General Partner or Del Taco) 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 all of the income producing assets of the Partnership. Therefore, the business of the Partnership is entirely dependent on the success of the Del Taco trade name restaurants that lease the properties. The success of the restaurants is dependent on a large variety of factors, including, but not limited to, competition, consumer demand and preference for fast food, in general, and for Mexican-American food in particular.

As described in Note 2 to the Notes to the Financial Statements, the Partnership has a death and disability redemption fund totaling $90,585 at September 30, 2004. 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 three and nine months ended September 30, 2004 and 2003:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2004		2003		2004		2003
Rancho California Plaza, Rancho California, CA	$	44,184	$	39,333	$	127,519	$	110,153
East Vista Way, Vista, CA		23,873		22,697		69,961		64,323
Plaza at Puente Hills, Industry, CA		17,988		17,871		53,170		50,096
4th Street, Perris, CA		41,385		35,572		120,875		100,646
Foothill Blvd., Upland, CA		31,150		28,562		91,927		81,086
East Valley Blvd., Walnut, CA		16,880		15,695		49,617		44,972
Lassen Street, Chatsworth, CA		37,950		36,294		110,823		102,959
Hesperia Road, Victorville, CA		38,698		33,213		108,863		92,299
W. Sepulveda Blvd., Los Angeles, CA		21,728		20,406		64,672		56,068
Total	$	273,836	$	249,643	$	797,427	$	702,602

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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 $273,836 during the three month period ended September 30, 2004, which represents an increase of $24,193 from the corresponding period in 2003. The Partnership earned rental revenue of $797,427 during the nine month period ended September 30, 2004, which represents an increase of $94,825 from the corresponding period in 2003. The increases in rental revenues are directly attributable to changes in sales levels at the restaurants under lease.

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

	Percent of Total
	General & Administrative Expense
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
Accounting fees		34.16	%		38.57	%		57.88	%		63.62	%
Distribution of information to Limited Partners		48.54	%		61.43	%		33.03	%		36.38	%
Independent Appraisals		17.30	%		—			9.09	%		—
		100.00	%		100.00	%		100.00	%		100.00	%

General and administrative costs for the three month period ended September 30, 2004 increased from the corresponding period in the previous year due to the cost of an independent appraisal on one of the leased properties. General and administrative costs for the nine month period ended September 30, 2004 increased from the corresponding period in the previous year due to the cost of independent appraisals on two of the leased properties partially offset by a slight reduction in accounting and printing costs.

For the three month period ended September 30, 2004, net income increased by $22,078 from 2003 to 2004 due to the increase in revenues of $24,193 and the decrease in interest and other income of $71 which was partially offset by the increase in general and administrative expenses of $2,044. For the nine month period ended September 30, 2004, net income increased by $89,811 from 2003 to 2004 due to an increase in revenues of $94,825, the decrease in depreciation of $1 and the increase in interest and other income of $109 which was partially offset by the increase in general and administrative expenses of $5,124.

Recent Accounting Pronouncements

In December 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46R replaces FASB Interpretation No. 46, Consolidation of Variable Interest Entities, which was issued in January 2003. The Company is required to apply FIN 46R to variable interests in VIEs created after December 31, 2003. For variable interests in VIEs created before January 1, 2004, the Interpretation will be applied beginning on January 1, 2005. For any VIEs that must be consolidated under FIN 46R that were created before January 1, 2004, the assets, liabilities and noncontrolling interests of the VIE initially would be measured at their carrying amounts with any difference between the net amount added to the balance sheet and any previously recognized interest being recognized as the cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the date FIN 46R first applies may be used to measure the assets, liabilities and noncontrolling interest of the VIE. The Company believes it has no variable interest entities to which FIN 46R applies.

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

Critical Accounting Policies and Estimates

Management’s discussion and analysis of financial condition and results of operations, as well as disclosures included elsewhere in this report on Form 10-Q are based upon the Partnership’s financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Partnership believes the critical accounting policies that most impact the financial statements are described below. A summary of the significant accounting policies of the Partnership can be found in Note 1 to the Financial Statements which is included in the Partnership’s December 31, 2003 Form 10-K.

Property and Equipment: Property and equipment is stated at cost. Depreciation is computed using the straight-line method over estimated useful lives which are 20 years for land improvements, 35 years for buildings and improvements, and 10 years for machinery and equipment.

The Partnership accounts for property and equipment in accordance with Statement of Financial Accounting Standards No. (SFAS) 144, “Accounting for the Impairment or Disposal of Long Lived Assets.” SFAS 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In evaluating long-lived assets held for use, an impairment loss is recognized if the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying value of the asset. Once a determination has been made that an impairment loss should be recognized for long-lived assets, various assumptions and estimates are used to determine fair value including, among others, estimated costs of construction and development, recent sales of comparable properties and the opinions of fair value prepared by independent real estate appraisers. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

None.

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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 Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company’s periodic Securities and Exchange Commission filings.
(b)	Changes in internal controls:
	There were no significant changes in the Company’s internal controls over financial reporting that occurred during our most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
(c)	Asset-Backed issuers:
	Not applicable.

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PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

31.1 Kevin K. Moriarty’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Robert J. Terrano’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)	Reports
	None.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, 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:	November 12, 2004	/s/ Robert J. Terrano
		Robert J. Terrano Executive Vice President, Chief Financial Officer

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Exhibit Index

Exhibit 31.1	Kevin K. Moriarty’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2	Robert J. Terrano’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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