-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ELcceeebGossmV+S75SC1QygPPdhuPlghVHUoYN2GorfLjldWOzO2WWU3GxM7vxy vUHTPips2LhWGFGwQMjF3g== 0000922591-94-000003.txt : 19941129 0000922591-94-000003.hdr.sgml : 19941129 ACCESSION NUMBER: 0000922591-94-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRC I LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000922591 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 043213553 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-53455-02 FILM NUMBER: 94559872 BUSINESS ADDRESS: STREET 1: C/O FOODMAKER INC STREET 2: PO BOX 783 CITY: SAN DIEGO STATE: CA ZIP: 92112-4126 BUSINESS PHONE: 619-571-24 MAIL ADDRESS: STREET 1: C/O FOODMAKER INC STREET 2: PO BOX 783 CITY: SAN DIEGO STATE: CA ZIP: 92112-4126 10-Q 1 CRC-I 1994 3RD QTR 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended September 30, 1994 Commission File No. 033-53455-02 ------------------ ------------ CRC-I LIMITED PARTNERSHIP - - ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-3213553 - - ----------------------------------------------------------------------------- (State of Organization) (I.R.S. Employer Identification No.) 9330 BALBOA AVENUE, SAN DIEGO, CA 92123 - - ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (619) 571-2470 -------------- 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 --- --- CRC-I LIMITED PARTNERSHIP UNAUDITED BALANCE SHEETS ASSETS September 30, December 31, 1994 1993 ----------- ----------- Cash . . . . . . . . . . . . . . . . . . . . $ 100 $ 100 Accrued interest receivable. . . . . . . . . 735,466 -- Sinking fund deposits. . . . . . . . . . . . 322,162 -- Long-term notes receivable . . . . . . . . . 28,752,897 -- ----------- ----------- TOTAL. . . . . . . . . . . . . . . . . . . . $29,810,625 $ 100 =========== =========== LIABILITIES AND PARTNERS' CAPITAL Accrued interest payable . . . . . . . . . . $ 735,466 $ -- Sinking fund liability . . . . . . . . . . . 322,162 -- Long-term notes payable. . . . . . . . . . . 28,752,897 -- Partners' Capital: General Partner. . . . . . . . . . . . . . 1 1 Limited Partner. . . . . . . . . . . . . . 99 99 ----------- ----------- Total Partners' Capital. . . . . . . . . 100 100 ----------- ----------- TOTAL. . . . . . . . . . . . . . . . . . . . $29,810,625 $ 100 =========== =========== See accompanying notes to financial statements. 2 CRC-I LIMITED PARTNERSHIP UNAUDITED STATEMENTS OF OPERATIONS Three months Nine months ended ended September 30, 1994 September 30, 1993 ------------- ------------- Revenues: Interest income. . . . . . . . . . . . $ 775,398 $2,301,679 Administrative fee income. . . . . . . 6,250 18,750 ---------- ---------- 781,648 2,320,429 ---------- ---------- Expenses: Interest expense . . . . . . . . . . . 775,398 2,301,679 Administrative fee expense . . . . . . 6,250 18,750 ---------- ---------- 781,648 2,320,429 ---------- ---------- Net earnings . . . . . . . . . . . . . . $ -- $ -- ========== ========== See accompanying notes to financial statements. 3 CRC-I LIMITED PARTNERSHIP UNAUDITED STATEMENTS OF CASH FLOWS Nine months ended September 30, 1994 ------------- Cash flows from operations: Net earnings . . . . . . . . . . . . . . . . . . . . . . . $ -- Increase in accrued interest receivable. . . . . . . . . . (735,466) Increase in accrued interest payable . . . . . . . . . . . 735,466 ----------- Cash flows provided by operations. . . . . . . . . . . . -- ----------- Cash flows from investing activities: Long-term notes receivable purchased . . . . . . . . . . . (28,633,100) Increase in sinking fund deposits. . . . . . . . . . . . . (322,162) ----------- Cash flows used in investing activities. . . . . . . . . (28,955,262) ----------- Cash flows from financing activities: Proceeds from issuance of long-term notes payable. . . . . . . . . . . . . . . . . 28,633,100 Increase in sinking fund liability . . . . . . . . . . . . 322,162 ----------- Cash flows provided by financing activities . . . . . . . . . . . . . . . . . 28,955,262 ----------- Net increase in cash . . . . . . . . . . . . . . . . . . . . -- Cash at beginning of period. . . . . . . . . . . . . . . . . 100 ----------- Cash at end of period. . . . . . . . . . . . . . . . . . . . $ 100 =========== See accompanying notes to financial statements. 4 CRC-I LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying unaudited financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements for and as of March 31, 1994. The Company had no operations in the prior year. 2. ORGANIZATION CRC-I Limited Partnership ("CRC-I") and another similar special purpose limited partnership, CRC-II Limited Partnership ("CRC-II"), (collectively, "CRC") were organized December 8, 1993 to (i) acquire, own, hold and sell or transfer estates for years in various existing and to-be-constructed Foodmaker, Inc. restaurant properties, (ii) sell mortgage notes to the FM 1993A Corp. accompanied by a pledge of the foregoing estates for years, and (iii) lease the restaurant properties to Foodmaker. CRC-I and CRC-II may not engage in any other activities other than those required to accomplish the foregoing. FM 1993A Corp. was incorporated in the State of Delaware on December 22, 1993 for the purpose of: (i) issuing and selling debt obligations ("Notes"), as principal and as agent for CRC-I and CRC-II, Massachusetts limited partnerships, and (ii) acquiring, owning and holding obligations of CRC-I and CRC-II as well as accounts, investments and other property to be pledged as collateral for the Notes. FM 1993A Corp. may not engage in any other activities other than those required to accomplish the foregoing. 3. SIGNIFICANT TRANSACTIONS On January 5, 1994, in a private placement transaction, FM 1993A Corp. issued and sold $70 million aggregate principal amount of notes (the "Private Placement Notes") for $68.9 million, less offering expenses of $2.5 million, which proceeds were used to purchase for $66.4 million, notes receivable from CRC-I and CRC-II with an aggregate principal amount of $70 million (collectively,the "CRC Notes"). In September 1994, the Private Placement Notes were exchanged for substantially identical registered notes (the "Notes). The Notes are due November 1, 2003, payable interest only at the rate of 9.75% per annum semi-annually on July 1 and January 1 each year, with a mandatory prepayment of 50% of the original principal on the first business day of January 2003. The CRC Notes' payment and interest terms are equivalent to and structured to coincide with the Notes such that funds will be available to make payments on the Notes. In addition, the CRC Notes require semi-annual sinking fund payments to a trustee of $747 thousand, which will be utilized to partially fund the 50% prepayment in January 2003. CRC-I and CRC-II used the proceeds of the CRC Notes (of which approximately 43% relates to CRC-I and 57% to CRC-II) to purchase estates for years in various Foodmaker restaurant properties and, in a transaction accounted for as a financing, will lease back such properties to Foodmaker on terms which will provide the funds necessary to make the CRC Notes' payments. The Notes are secured by, among other things, the CRC Notes, the CRC leases to Foodmaker, first priority liens on the underlying properties and any sinking fund or other amounts held in trust. CRC's only source of liquidity is collection of Foodmaker's payments on the CRC leases. If Foodmaker were to fail to make payments to CRC on the financing leases, 5 CRC would be unable to make payments on the CRC Notes. CRC would then be required to initiate proceedings to gain possession of, liquidate or obtain tenants for the restaurant properties. Although CRC-I and CRC-II believed at the time of the transaction that the value of the restaurant properties and other collateral would be adequate to secure the CRC leases, there can be no assurance that such collateral will maintain its value or that, if necessary, it can be liquidated in sufficient amounts or at times required to satisfy all scheduled principal and interest payments. 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations CRC-I and CRC-II limited partnerships were organized in December 1993 under the laws of the Commonwealth of Massachusetts, and FM 1993A Corp., a special purpose corporation, was incorporated in the State of Delaware in December 1993, all for the benefit of Foodmaker in connection with the financing of certain of its restaurant properties. Operations commenced on January 4, 1994 with the issuance and sale by FM 1993A Corp., in a private placement transaction, of $70 million aggregate principal amount of notes. The net sales proceeds from the sale of the Private Placement Notes were approximately $68.9 million, which proceeds were used to purchase the CRC-I Note, issued in the principal amount of approximately $30.2 million, and the CRC-II Note, issued in the principal amount of approximately $39.8 million, for approximately $66.4 million (the total acquisition cost of the estates for years purchased by CRC-I and CRC-II). The closing costs paid by the FM 1993A Corp. were approximately $2.5 million. In September 1994, the Private Placement Notes were exchanged for substantially identical registered notes. The Notes are due November 1, 2003, payable interest only at the rate of 9.75% per annum semi-annually on the first business day of each January and July and continuing through the first business day of July 2003. A mandatory prepayment of 50% of the original balance of the Notes is due on the first business day of January 2002. The CRC Notes' payment and interest terms are equivalent to and structured to coincide with the Notes such that funds will be available to make payments on the Notes. In addition, the CRC Notes require semi-annual sinking fund payments to a trustee of approximately $.7 million, which will be utilized to partially fund the 50% prepayment due in January 2002. The proceeds of the CRC Notes (of which approximately 43% relates to CRC-I and 57% to CRC-II) have been and will be used by CRC-I and CRC-II to purchase estates for years in various Foodmaker restaurant properties and, in a transaction accounted for as a financing, CRC-I and CRC-II will lease back such properties to Foodmaker on terms which will provide the funds required to make the necessary payments on CRC Notes. The Notes are secured by, among other things, the CRC Notes, the CRC leases to Foodmaker, first priority liens on the leased properties and any sinking fund or other amounts held in trust. CRC-I and CRC-II reflect the financing lease obligations of Foodmaker as 9.75% notes receivable and have equivalent notes payable to FM 1993A Corp. (the CRC Notes), with face amounts and net proceeds, respectively, of approximately $30.2 million and approximately $28.6 million for CRC-I and approximately $39.8 million and approximately $37.8 million for CRC-II. As a result, interest income and expense, inclusive of amortization of approximately $.2 million of original issue discount, will each be approximately $2.9 million for CRC-I and approximately $3.9 million for CRC-II, respectively. For the three and nine months ended September 30, 1994, slightly less than one-fourth and three-fourths, respectively, of the annual amounts are reflected as interest income and expense, since the notes were issued a few days after the beginning of the periods. No provision for income taxes has been made as the liability for such taxes is that of the partners rather than the partnership. Liquidity and Capital Resources The only source of liquidity for CRC-I and CRC-II is collection of scheduled payments by Foodmaker on the CRC leases. The basic amounts payable on the CRC leases are equal to, and timed to coincide with, the payments required to be made on the CRC Notes. The CRC leases and CRC Notes require sinking fund payments to the Trustee, which, in addition to the value of the leased properties, should provide an increasing amount of security through year nine of the Notes. If Foodmaker were to fail to make payments on the CRC 7 leases, CRC-I and CRC-II would be unable to make payments on the CRC Notes. FM 1993A Corp. and/or CRC-I and CRC-II would then be required to initiate proceedings to gain possession of, liquidate or obtain tenants for the leased properties. Although CRC-I and CRC-II believed at the time of the transaction that the value of the restaurant properties and other collateral would be adequate to secure the CRC leases, there can be no assurance that such collateral will maintain its value or that, if necessary, it can be liquidated in sufficient amounts or at times required to satisfy all scheduled principal and interest payments. PART II - OTHER INFORMATION There is no information required to be reported for any items under Part II, except as follows: Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits Number Description ------ ----------- 27 Financial Data Schedule (included only with electronic filing) (b) Reports on Form 8-K - None. 8 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 and in the capacities indicated. CRC-I LIMITED PARTNERSHIP By: CRC-I Corp., General Partner By: CHARLES W. DUDDLES -------------------------- Charles W. Duddles, President, Treasurer and Clerk (Duly Authorized Signatory) Date: November 14, 1994 9 EX-27 2 ART. 5 FDS FOR 3RD QUARTER 10-Q
5 9-MOS DEC-31-1994 SEP-30-1994 100 0 735466 0 0 735566 0 0 29810625 735466 28752897 0 0 0 100 29810625 0 2320429 0 18750 0 0 2301679 0 0 0 0 0 0 0 0 0
-----END PRIVACY-ENHANCED MESSAGE-----