10-Q 1 a11737e10vq.htm FORM 10-Q e10vq
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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 June 30, 2005 .
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
         
    PAGE NUMBER
PART I. FINANCIAL INFORMATION
       
 
       
Item 1. Financial Statements
       
 
       
    3  
 
       
    4  
 
       
    5  
 
       
    6  
 
       
    8  
 
       
    10  
 
       
    11  
 
       
       
 
       
    12  
 
       
    13  
 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32.1

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DEL TACO RESTAURANT PROPERTIES III
CONDENSED BALANCE SHEETS
(Unaudited)
                 
    June 30,   December 31,
    2005   2004
ASSETS
               
 
               
CURRENT ASSETS:
               
Cash
  $ 312,086     $ 321,471  
Receivable from Del Taco, Inc.
    93,911       88,075  
Deposits
    1,442       1,885  
 
               
Total current assets
    407,439       411,431  
 
               
 
               
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
    3,415,316       3,358,696  
 
               
 
    5,468,531       5,525,151  
 
               
 
               
 
  $ 5,966,555     $ 6,027,167  
 
               
 
               
LIABILITIES AND PARTNERS’ EQUITY
               
 
               
CURRENT LIABILITIES:
               
Payable to limited partners
  $ 63,681     $ 65,751  
Accounts payable
    16,093       17,443  
 
               
Total current liabilities
    79,774       83,194  
 
               
 
               
OBLIGATION TO GENERAL PARTNER
    577,510       577,510  
 
               
 
               
PARTNERS’ EQUITY:
               
Limited partners; 47,291 units outstanding at June 30, 2005 and December 31, 2004
    5,351,638       5,408,258  
General partner-Del Taco, Inc.
    (42,367 )     (41,795 )
 
               
 
    5,309,271       5,366,463  
 
               
 
               
 
  $ 5,966,555     $ 6,027,167  
 
               
See accompanying notes to condensed financial statements.

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DEL TACO RESTAURANT PROPERTIES III
CONDENSED STATEMENTS OF INCOME
(Unaudited)
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2005   2004   2005   2004
RENTAL REVENUES
  $ 281,036     $ 267,423     $ 542,663     $ 523,591  
 
                               
 
                               
EXPENSES:
                               
General and administrative
    13,959       17,632       53,822       55,252  
Depreciation
    28,310       28,310       56,620       56,620  
 
                               
 
    42,269       45,942       110,442       111,872  
 
                               
 
                               
Operating income
    238,767       221,481       432,221       411,719  
 
                               
OTHER INCOME:
                               
Interest
    1,498       926       2,879       1,763  
Other
    475       750       1,250       1,725  
 
                               
 
                               
Net income
  $ 240,740     $ 223,157     $ 436,350     $ 415,207  
 
                               
 
                               
Net income per limited partnership unit (note 3)
  $ 5.04     $ 4.67     $ 9.13     $ 8.69  
 
                               
 
                               
Number of units used in computing per unit amounts
    47,291       47,291       47,291       47,291  
 
                               
See accompanying notes to condensed financial statements.

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DEL TACO RESTAURANT PROPERTIES III
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
                 
    Six Months Ended
    June 30,
    2005   2004
CASH FLOWS FROM OPERATING ACTIVITIES:
               
 
               
Net income
  $ 436,350     $ 415,207  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
    56,620       56,620  
Changes in operating assets and liabilities:
               
Increase in receivable from Del Taco, Inc.
    (5,836 )     (538 )
Decrease (increase) in deposits
    443       (156 )
(Decrease) increase in accounts payable and payable to limited partners
    (3,420 )     8,393  
 
               
 
               
Net cash provided by operating activities
    484,157       479,526  
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
               
 
               
Cash distributions to partners
    (493,542 )     (466,657 )
 
               
 
               
Net (decrease) increase in cash
    (9,385 )     12,869  
 
               
Beginning cash balance
    321,471       301,120  
 
               
 
               
Ending cash balance
  $ 312,086     $ 313,989  
 
               
See accompanying notes to condensed financial statements.

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DEL TACO RESTAURANT PROPERTIES III
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2005
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, 2004 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 June 30, 2005, the results of operations for the three and six month periods ended June 30, 2005 and 2004 and cash flows for the six month periods ended June 30, 2005 and 2004 have been included. Operating results for the three and six months ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.
NOTE 2 — RESTRICTED CASH
At June 30, 2005, 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 limited partners 99 percent share of net income divided by the weighted average number of units outstanding during the periods presented which amounted to 47,291 in 2005 and 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
JUNE 30, 2005
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 June 30, 2005, the nine restaurants operated by Del Taco, for which the Partnership is the lessor, had combined, unaudited sales of $2,341,964 and unaudited net income of $179,943, as compared to $2,228,520 and $167,120, respectively, for the corresponding period in 2004. Net income by restaurant includes charges for general and administrative expenses incurred in connection with supervision of restaurant operations and interest expense.
For the six months ended June 30, 2005, the nine restaurants operated by Del Taco, for which the Partnership is the lessor, had combined, unaudited sales of $4,522,189 and unaudited net income of $334,101, as compared to $4,363,259 and $321,855, respectively, for the corresponding period in 2004.
NOTE 5 — TRANSACTIONS WITH DEL TACO
The receivable from Del Taco, Inc. consists primarily of rent accrued for the month of June. The June rent was collected in July 2005.
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 July 19, 2005, a distribution to the limited partners of $241,287, or approximately $5.10 per limited partnership unit, was approved. Such distribution was paid on July 29, 2005. The General Partner also received a distribution of $2,437 with respect to its 1% partnership interest. Total cash distributions paid in January and April 2005 were $251,049 and $242,493, respectively.

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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 June 30, 2005. 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 six months ended June 30, 2005 and 2004:
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2005   2004   2005   2004
Rancho California Plaza, Rancho California, CA
  $ 44,095     $ 42,383     $ 85,680     $ 83,335  
 
                               
East Vista Way, Vista, CA
    23,894       23,170       46,218       46,088  
 
                               
Plaza at Puente Hills, Industry, CA
    19,533       18,033       37,809       35,182  
 
                               
4th Street, Perris, CA
    40,775       41,359       78,326       79,490  
 
                               
Foothill Blvd., Upland, CA
    33,498       30,868       65,010       60,777  
 
                               
East Valley Blvd., Walnut, CA
    15,469       16,763       30,631       32,737  
 
                               
Lassen Street, Chatsworth, CA
    40,745       36,992       76,729       72,873  
 
                               
Hesperia Road, Victorville, CA
    40,803       36,022       78,843       70,165  
 
                               
W. Sepulveda Blvd., Los Angeles, CA
    22,224       21,833       43,417       42,944  
 
                               
 
                               
Total
  $ 281,036     $ 267,423     $ 542,663     $ 523,591  
 
                               

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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 $281,036 during the three month period ended June 30, 2005, which represents an increase of $13,613 from the corresponding period in 2004. The Partnership earned rental revenue of $542,663 during the six month period ended June 30, 2005, which represents an increase of $19,072 from the corresponding period in 2004. 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   Six Months Ended
    June 30,   June 30,
    2005   2004   2005   2004
Accounting fees
    41.38 %     25.84 %     70.92 %     63.37 %
Distribution of information to Limited Partners
    58.62 %     52.61 %     29.08 %     29.75 %
Independent Appraisals
    %     21.55 %     %     6.88 %
 
                               
 
                               
 
    100.00 %     100.00 %     100.00 %     100.00 %
 
                               
General and administrative costs for the three month period ended June 30, 2005 decreased from the corresponding period in the previous year due to the cost of an independent appraisal on one of the leased properties in 2004 and decreased printing and distribution of information costs, partially offset by increased accounting and audit costs which increased the percentage of general and administrative expense related to accounting fees. General and administrative costs for the six month period ended June 30, 2005 decreased from the corresponding period in the previous year due to the cost of an independent appraisal on one of the leased properties in 2004 and decreased costs for printing and distribution of information, partially offset by the increased audit, accounting and software licensing costs which increased the percentage of general and administrative expense related to accounting fees.
For the three month period ended June 30, 2005, net income increased by $17,583 from 2004 to 2005 due to the increase in revenues of $13,613, the increase in interest and other income of $297 and the decrease in general and administrative expenses of $3,673. For the six month period ended June 30, 2005, net income increased by $21,143 from 2004 to 2005 due to an increase in revenues of $19,072, the increase in interest and other income of $641 and the decrease in general and administrative expenses of $1,430.
Recent Accounting Pronouncements
None.

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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, 2004 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 (SFAS) No. 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: August 15, 2005
  /s/ Robert J. Terrano    
 
       
 
  Robert J. Terrano    
 
  Executive Vice President,    
 
  Chief Financial Officer    

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EXHIBIT INDEX
Exhibits Description
 
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

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