10-Q 1 a43027e10vq.htm FORM 10-Q e10vq
Table of Contents

 
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, 2008.
 
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. 33-13437
 
DEL TACO INCOME PROPERTIES IV
a California limited partnership
(Exact name of registrant as specified in its charter)
 
     
California
  33-0241855
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification Number)
     
     
25521 Commercentre Drive, Lake Forest, California
  92630
(Address of principal executive offices)
  (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 þ  No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No þ
 


 

INDEX
DEL TACO INCOME PROPERTIES IV
         
    PAGE NUMBER
 
       
       
 
       
       
 
       
    3  
 
       
    4  
 
       
    5  
 
       
    6  
 
       
    9  
 
       
    11  
 
       
    12  
 
       
       
 
       
    13  
 
       
    14  
 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32.1

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PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
DEL TACO INCOME PROPERTIES IV
CONDENSED BALANCE SHEETS
                 
    June 30,     December 31,  
    2008     2007  
    (Unaudited)        
ASSETS
CURRENT ASSETS:
               
Cash
  $ 118,763     $ 115,922  
Receivable from Del Taco LLC
    37,587       35,715  
Deposits
    665       551  
 
           
Total current assets
    157,015       152,188  
 
           
 
               
PROPERTY AND EQUIPMENT:
               
Land and improvements
    1,236,700       1,236,700  
Buildings and improvements
    1,289,860       1,289,860  
Machinery and equipment
    484,789       484,789  
 
           
 
    3,011,349       3,011,349  
Less—accumulated depreciation
    1,498,670       1,471,036  
 
           
 
    1,512,679       1,540,313  
 
           
 
               
 
  $ 1,669,694     $ 1,692,501  
 
           
 
               
LIABILITIES AND PARTNERS’ EQUITY
 
               
CURRENT LIABILITIES:
               
Payable to limited partners
  $ 13,472     $ 12,502  
Accounts payable
    16,528       10,819  
 
           
Total current liabilities
    30,000       23,321  
 
           
 
               
OBLIGATION TO GENERAL PARTNER
    137,953       137,953  
 
           
 
               
PARTNERS’ EQUITY:
               
Limited partners; 165,375 units outstanding at June 30, 2008 and December 31, 2007
    1,517,857       1,547,048  
General partner-Del Taco LLC
    (16,116 )     (15,821 )
 
           
 
    1,501,741       1,531,227  
 
           
 
               
 
  $ 1,669,694     $ 1,692,501  
 
           
See accompanying notes to condensed financial statements.

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DEL TACO INCOME PROPERTIES IV
CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2008     2007     2008     2007  
RENTAL REVENUES
  $ 111,894     $ 109,946     $ 217,709     $ 214,532  
 
                       
 
                               
EXPENSES:
                               
General and administrative
    8,940       8,550       46,676       45,853  
Depreciation
    13,817       13,817       27,634       27,634  
 
                       
 
    22,757       22,367       74,310       73,487  
 
                       
 
                               
Operating income
    89,137       87,579       143,399       141,045  
 
                               
OTHER INCOME:
                               
Interest
    108       526       373       1,027  
Other
    750       25       925       125  
 
                       
 
                               
Net income
  $ 89,995     $ 88,130     $ 144,697     $ 142,197  
 
                       
 
                               
Net income per limited partnership unit (note 2)
  $ 0.54     $ 0.53     $ 0.87     $ 0.85  
 
                       
 
                               
Number of units used in computing per unit amounts
    165,375       165,375       165,375       165,375  
 
                       
See accompanying notes to condensed financial statements.

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DEL TACO INCOME PROPERTIES IV
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
                 
    Six Months Ended  
    June 30,  
    2008     2007  
CASH FLOWS FROM OPERATING ACTIVITIES:
               
 
               
Net income
  $ 144,697     $ 142,197  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
    27,634       27,634  
Changes in operating assets and liabilities:
               
Receivable from Del Taco LLC
    (1,872 )     (1,164 )
Deposits
    (114 )     64  
Payable to limited partners
    970       1,173  
Accounts payable
    5,709       (3,872 )
 
           
 
               
Net cash provided by operating activities
    177,024       166,032  
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
               
 
               
Cash distributions to partners
    (174,183 )     (193,123 )
 
           
 
               
Net increase (decrease) in cash
    2,841       (27,091 )
 
               
Beginning cash balance
    115,922       144,397  
 
           
 
               
Ending cash balance
  $ 118,763     $ 117,306  
 
           
See accompanying notes to condensed financial statements.

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DEL TACO INCOME PROPERTIES IV
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008
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, 2007 for Del Taco Income Properties IV (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, 2008, the results of operations for the three and six month periods ended June 30, 2008 and 2007 and cash flows for the six month periods ended June 30, 2008 and 2007 have been included. Operating results for the three and six months ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. Amounts related to disclosure of December 31, 2007 balances within these condensed financial statements were derived from the audited 2007 financial statements.
NOTE 2 - NET INCOME PER LIMITED PARTNERSHIP UNIT
Net income per limited partnership unit is based on net income attributable to the limited partners (after 1% allocation to the general partner) using the weighted average number of units outstanding during the periods presented which amounted to 165,375 in 2008 and 2007.
Pursuant to the partnership agreement, annual partnership income or loss is allocated one percent to Del Taco LLC, formerly known as 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 12 percent to the General Partner and 88 percent to the limited partners.
NOTE 3 - 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 32 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 2023 to 2024. There is no minimum rental under any of the leases.

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DEL TACO INCOME PROPERTIES IV
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008
UNAUDITED
NOTE 3 - LEASING ACTIVITIES - continued
For the three months ended June 30, 2008, the two restaurants operated by Del Taco, for which the Partnership is the lessor, had combined, unaudited sales of $604,060 and unaudited net losses of $5,416 as compared to $576,328 and unaudited net income of $15,505 for the corresponding period in 2007. Net income or loss of each restaurant includes charges for general and administrative expenses incurred in connection with supervision of restaurant operations and interest expense and the decrease in net income from the corresponding period of the prior year primarily relates to food, labor and operating expense increases that exceeded the growth in restaurant revenues. For the three months ended June 30, 2008, the one restaurant operated by a Del Taco franchisee, for which the Partnership is the lessor, had unaudited sales of $328,383 as compared with $339,887 during the same period in 2007.
For the six months ended June 30, 2008, the two restaurants operated by Del Taco, for which the Partnership is the lessor, had combined, unaudited sales of $1,180,926 and unaudited net income of $238 as compared to $1,127,412 and unaudited net income of $34,452 for the corresponding period in 2007. Net income or loss of each restaurant includes charges for general and administrative expenses incurred in connection with supervision of restaurant operations and interest expense and the decrease in net income from the corresponding period of the prior year primarily relates to food, labor and operating expense increases that exceeded the growth in restaurant revenues. For the six months ended June 30, 2008, the one restaurant operated by a Del Taco franchisee, for which the Partnership is the lessor, had unaudited sales of $633,318 as compared with $660,355 during the same period in 2007.
NOTE 4 - TRANSACTIONS WITH DEL TACO
The receivable from Del Taco consists primarily of rent accrued for the month of June 2008. The June rent was collected in July 2008.
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 5 with respect to certain distributions to the General Partner.
NOTE 5 - DISTRIBUTIONS
Total cash distributions declared and paid in January and April 2008 were $98,420 and $75,763, respectively. On July 23, 2008, a distribution to the limited partners of $99,288, or approximately $0.60 per limited partnership unit, was declared. Such distribution was paid July 30, 2008. The General Partner also received a distribution of $1,003 with respect to its 1% partnership interest in July 2008.

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DEL TACO INCOME PROPERTIES IV
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008
UNAUDITED
NOTE 6 - PAYABLE TO LIMITED PARTNERS
Payable to limited partners represents a reclassification from cash for distribution checks made to limited partners that have remained outstanding for six months or longer.
NOTE 7 - CONCENTRATION OF RISK
The three restaurants leased to Del Taco make up all of the income producing assets of the Partnership and contributed all of the Partnership’s rental revenues during the three and six months ended June 30, 2008 and 2007. Therefore, the business of the Partnership is entirely dependent on the success of the Del Taco trade name restaurants that lease the properties.
The Partnership maintains substantially all of its cash and cash equivalents at one major commercial bank. The cash balance is in excess of the Federal Depository Insurance Commission’s limits. At June 30, 2008 and December 31, 2007, the Partnership had approximately $124,000 and $126,000, respectively, on deposit at one financial institution.

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Del Taco Income Properties IV (the Partnership or the Company) offered limited partnership units for sale between June 1987 and June 1988. $4.135 million was raised through the sale of limited partnership units and used to acquire sites and build three restaurants and also to pay commissions to brokers and to reimburse Del Taco LLC (Del Taco or the General Partner) for offering costs incurred. In February of 1992, approximately $442,000 raised during the offering but not required to acquire sites and build restaurants was distributed to the limited partners.
The three 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.
Results of Operations
The Partnership owns three properties that are under long-term lease to Del Taco for restaurant operations (Del Taco, in turn, has sub-leased one of the restaurants to a Del Taco franchisee).
The following table sets forth rental revenue earned by restaurant for the three and six months ended June 30, 2008 and 2007 (unaudited):
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2008     2007     2008     2007  
Orangethorpe Ave., Placentia, CA
  $ 48,012     $ 46,390     $ 94,117     $ 90,121  
 
Lakeshore Drive, Lake Elsinore, CA
    39,407       40,787       75,998       79,243  
 
Highland Ave., San Bernardino, CA
    24,475       22,769       47,594       45,168  
 
                       
 
Total
  $ 111,894     $ 109,946     $ 217,709     $ 214,532  
 
                       
The Partnership receives rental revenues equal to 12 percent of gross sales from the restaurants. The Partnership earned rental revenue of $111,894 during the three month period ended June 30, 2008, which represents an increase of $1,948 from the corresponding period in 2007. The Partnership earned rental revenue of $217,709 during the six month period ended June 30, 2008, which represents an increase of $3,177 from the corresponding period in 2007. The changes in rental revenue between 2008 and 2007 are directly attributable to increases in sales levels at the restaurants under lease.

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations-continued
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,
    2008   2007   2008   2007
Accounting fees
    52.61 %     66.36 %     80.57 %     81.94 %
Distribution of information to limited partners
    47.39 %     33.64 %     19.43 %     18.06 %
 
                               
 
                               
 
    100.00 %     100.00 %     100.00 %     100.00 %
 
                               
General and administrative costs increased slightly during the three and six month periods from 2007 to 2008 primarily due to increased audit fees and printing costs, which were partially offset by decreased accounting fees.
For the three month period ended June 30, 2008, net income increased by $1,865 from 2007 to 2008 due to the increase in revenues of $1,948 and the increase in interest and other income of $307, partially offset by the increase in general and administrative expenses of $390. For the six month period ended June 30, 2008, net income increased by $2,500 from 2007 to 2008 due to an increase in revenues of $3,177 and the increase in interest and other income of $146, partially offset by the increase in general and administrative expenses of $823.
Recent Accounting Pronouncements
None
Off-Balance Sheet Arrangements
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, 2007 Form 10-K.
Revenue Recognition: Rental revenue is recognized based on 12 percent of gross sales of the restaurants for the corresponding period, and is earned at the point of sale.
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 4T. 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 President and Treasurer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the President and Treasurer 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
There is no information required to be reported for any items under Part II, except as follows:
Item 6. Exhibits
  (a)   Exhibits
     
31.1
  Shirlene Lopez’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
31.2
  Steven L. Brake’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
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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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  DEL TACO INCOME PROPERTIES IV
(a California limited partnership)
Registrant


Del Taco LLC
General Partner
 
 
Date: August 14, 2008  /s/ Steven L. Brake    
  Steven L. Brake   
  Treasurer   

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EXHIBIT INDEX
     
Exhibit   Description
31.1
  Shirlene Lopez’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
31.2
  Steven L. Brake’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
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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