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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, 2002.

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. 0-16190

DEL TACO RESTAURANT PROPERTIES II

a California limited partnership
(Exact name of registrant as specified in its charter)
     
California
  33-0064245
(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 x  No o




TABLE OF CONTENTS

BALANCE SHEETS
STATEMENTS OF INCOME
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
Exhibit Index
EXHIBIT 99.1


Table of Contents

INDEX

DEL TACO RESTAURANT PROPERTIES II
         
    PAGE NUMBER
   
PART I. FINANCIAL INFORMATION
       
Item 1. Financial Statements and Supplementary Data
       
Balance Sheets at June 30, 2002 and December 31, 2001 (Unaudited)
    3  
Statements of Income for the three and six months ended June 30, 2002 and 2001 (Unaudited)
    4  
Statements of Cash Flows for the six months ended June 30, 2002 and 2001 (Unaudited)
    5  
Notes to Financial Statements
    6  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
    8  
PART II. OTHER INFORMATION
       
Item 6. Exhibits and Reports on Form 8-K
    10  
SIGNATURE
    11  

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DEL TACO RESTAURANT PROPERTIES II

BALANCE SHEETS

(Unaudited)

                     
        June 30,   December 31,
        2002   2001
       
 
ASSETS
CURRENT ASSETS:
               
 
Cash
  $ 159,090     $ 165,411  
 
Receivable from General Partner
    51,541       49,549  
 
Deposits
    1,000       1,000  
 
   
     
 
   
Total current assets
    211,631       215,960  
 
   
     
 
PROPERTY AND EQUIPMENT, at cost:
               
 
Land and improvements
    1,806,006       1,806,006  
 
Buildings and improvements
    1,238,879       1,238,879  
 
Machinery and equipment
    898,950       898,950  
 
   
     
 
 
    3,943,835       3,943,835  
 
Less — accumulated depreciation
    1,734,081       1,706,991  
 
   
     
 
 
    2,209,754       2,236,844  
 
   
     
 
 
  $ 2,421,385     $ 2,452,804  
 
   
     
 
LIABILITIES AND PARTNERS’ EQUITY
CURRENT LIABILITIES:
               
 
Payable to Limited Partners
  $ 23,724     $ 20,938  
 
Accounts payable
    5,726       11,568  
 
   
     
 
   
Total current liabilities
    29,450       32,506  
 
   
     
 
PARTNERS’ EQUITY:
               
 
Limited Partners
    2,417,066       2,445,145  
 
General Partner-Del Taco, Inc.
    (25,131 )     (24,847 )
 
   
     
 
 
    2,391,935       2,420,298  
 
   
     
 
 
  $ 2,421,385     $ 2,452,804  
 
   
     
 

The accompanying notes are an integral part of these financial statements.

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DEL TACO RESTAURANT PROPERTIES II

STATEMENTS OF INCOME

(Unaudited)

                                     
        Three Months Ended   Six Months Ended
        June 30,   June 30,
       
 
        2002   2001   2002   2001
       
 
 
 
REVENUES:
                               
 
Rent
  $ 154,605     $ 143,858     $ 297,852     $ 279,137  
 
Interest
    439       850       1,018       2,340  
 
Other
    75       250       675       650  
 
   
     
     
     
 
 
    155,119       144,958       299,545       282,127  
 
   
     
     
     
 
EXPENSES:
                               
 
General and administrative
    15,574       13,106       40,625       36,409  
 
Depreciation
    13,545       13,545       27,090       27,090  
 
   
     
     
     
 
 
    29,119       26,651       67,715       63,499  
 
   
     
     
     
 
   
Net income
  $ 126,000     $ 118,307     $ 231,830     $ 218,628  
 
   
     
     
     
 
 
Net income per limited partnership unit
  $ 4.62     $ 4.34     $ 8.50     $ 8.01  
 
   
     
     
     
 

The accompanying notes are an integral part of these financial statements.

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DEL TACO RESTAURANT PROPERTIES II

STATEMENTS OF CASH FLOWS

(Unaudited)

                     
        Six Months Ended
        June 30,
       
        2002   2001
       
 
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net income
  $ 231,830     $ 218,628  
Adjustments to reconcile net income to net cash provided by operating activities:
               
 
Depreciation
    27,090       27,090  
 
Increase in receivable from General Partner
    (1,992 )     (1,721 )
 
Decrease in deposits
          414  
 
(Decrease) increase in accounts payable and payable to limited partners
    (3,056 )     4,953  
 
   
     
 
   
Net cash provided by operating activities
    253,872       249,364  
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Cash distributions to partners
    (260,193 )     (249,117 )
 
   
     
 
Net (decrease) increase in cash
    (6,321 )     247  
Beginning cash balance
    165,411       151,501  
 
   
     
 
Ending cash balance
  $ 159,090     $ 151,748  
 
   
     
 

The accompanying notes are an integral part of these financial statements.

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DEL TACO RESTAURANT PROPERTIES II

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2002

NOTE 1 — BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles for complete financial statements and should therefore be read in conjunction with the financial statements and notes thereto contained in the partnership’s annual report on Form 10-K for the year ended December 31, 2001. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the partnership’s financial position at June 30, 2002, the results of operations and cash flows for the six month periods ended June 30, 2002 and 2001 have been included. Operating results for the three and six months ended June 30, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002.

NOTE 2 — 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 27,006 in 2002 and 2001.

Pursuant to the partnership agreement, annual partnership income or loss is allocated one percent to 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 previously allocated. 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 II

NOTES TO FINANCIAL STATEMENTS — CONTINUED

JUNE 30, 2002

NOTE 3 — LEASING ACTIVITIES

The partnership leases certain properties for operation of restaurants to Del Taco, Inc. (“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 2022. There is no minimum rental under any of the leases.

For the three months ended June 30, 2002, the five restaurants operated by Del Taco, for which the partnership is the lessor, had combined, unaudited sales of $1,288,374 and net income of $97,003 as compared to $1,198,818 and $95,984, respectively, for the corresponding period in 2001. 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, 2002, the five restaurants operated by Del Taco, for which the partnership is the lessor, had combined, unaudited sales of $2,482,101 and net income of $190,476 as compared to $2,326,141 and $173,622, respectively, for the corresponding period in 2001.

NOTE 4 — TRANSACTIONS WITH DEL TACO

The receivable from General Partner consists primarily of rent accrued for the month of June. The June rent was collected on July 15, 2002.

Del Taco, Inc. 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, Inc. 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

On July 22, 2002, a distribution to the limited partners of $129,063 or approximately $4.78 per limited partnership unit, was approved. Such distribution was paid on July 29, 2002. The General Partner also received a distribution of $1,304 with respect to its 1% partnership interest.

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

Liquidity and Capital Resources

The partnership offered limited partnership units for sale between September 1984 and December 1985. 15% of the $6.751 million raised through sale of limited partnership units was used to pay commissions to brokers and to reimburse the General Partner for offering costs incurred. Approximately $5.6 million of the remaining funds were used to acquire sites and build seven restaurants. Two restaurants were sold in 1994.

The five restaurants leased to Del Taco make up almost all of the income producing assets of the partnership. Therefore, the business of the partnership is almost 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, consumer demand and preference for fast food, in general, and for Mexican-American food in particular.

Results of Operations

The partnership owned seven properties that were under long-term lease to Del Taco for restaurant operations. Two restaurants were sold in 1994 and five are currently operating.

The following table sets forth rental revenue earned by restaurant for the year:

                                   
      Three Months Ended   Six Months Ended
      June 30,   June 30,
     
 
      2002   2001   2002   2001
     
 
 
 
Bear Valley Rd., Victorville, CA
  $ 26,991     $ 26,245     $ 51,876     $ 49,219  
West Valley Blvd., Colton, CA
    36,240       34,072       69,986       66,947  
Palmdale Blvd., Palmdale, CA
    21,039       22,259       41,563       43,764  
DeAnza Country Shopping Center, Pedley, CA
    27,632       22,649       51,969       44,138  
Varner Road, Thousand Palms, CA
    42,703       38,633       82,458       75,069  
 
   
     
     
     
 
 
Total
  $ 154,605     $ 143,858     $ 297,852     $ 279,137  
 
   
     
     
     
 

The partnership receives rental revenues equal to 12 percent of gross sales from the restaurants. The partnership earned rental revenue of $154,605 during the three month period ended June 30, 2002, which represents an increase of $10,747 from 2001. The partnership earned rental revenue of $297,852 during the six month period ended June 30, 2002, which represents an increase of $18,715 from 2001. The changes in rental revenue between 2001 and 2002 are directly attributable to changes 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:

                 
    Percentage of Total
    General & Administrative Expense
   
    Six Months Ended
    June 30,
   
    2002   2001
   
 
Accounting fees
    66.07 %     66.59 %
Distribution of information to Limited Partners
    33.93       33.41  
 
   
     
 
 
    100.00 %     100.00 %
 
   
     
 

General and administrative costs for the six month period ended June 30, increased from 2001 to 2002 due to increased costs for income tax preparation, annual audit fees and costs associated with leasing software.

For the three month period ended June 30, 2002, net income increased by $7,693 from 2001 to 2002 due to the increase in revenues of $10,161 which was partially offset by the $2,468 increase in general and administrative expenses. For the six month period ended June 30, 2002, net income increased by $13,202 from 2001 to 2002 due to an increase in revenues of $17,418 which was partially offset by an $4,216 increase in general and administrative expenses.

In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 supersedes SFAS No. 121 and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30. It addresses financial accounting and reporting for the impairment of long-lived assets to be disposed of. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. Management adopted SFAS No. 144 on January 1, 2002. The adoption of SFAS No. 144 did not have a material impact on the Company’s results of operations or financial condition.

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PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

        (a)    Exhibits

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

        (b)    Reports
 
             No reports on Form 8-K were filed during the six months ended June 30, 2002. However, a Form 8-K was filed on July 31, 2002 to note a change in registrant’s independent certifying accountant.

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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 II
(a California limited partnership)
Registrant

Del Taco, Inc.
General Partner
 
Date: August 14, 2002 /s/ Robert J. Terrano
 
  Robert J. Terrano
Executive Vice President,
Chief Financial Officer

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EXHIBIT INDEX

     
Exhibit   Description

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