Back to GetFilings.com



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 September 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. 0-16191

DEL TACO RESTAURANT PROPERTIES I

a California limited partnership
(Exact name of registrant as specified in its charter)
     
California
  95-3852699
(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
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3


Table of Contents

INDEX

DEL TACO RESTAURANT PROPERTIES I
         
    PAGE NUMBER
   
PART I. FINANCIAL INFORMATION
       
Item 1. Financial Statements and Supplementary Data
       
Balance Sheets at September 30, 2002 and
December 31, 2001 (Unaudited)
    3  
Statements of Income for the three and nine months ended
September 30, 2002 and 2001 (Unaudited)
    4  
Statements of Cash Flows for the nine months ended
September 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  
Item 4. Controls and Procedures
    11  
PART II. OTHER INFORMATION
       
Item 6. Exhibits and Reports on Form 8-K
    12  
SIGNATURE
    13  

-2-


Table of Contents

DEL TACO RESTAURANT PROPERTIES I

BALANCE SHEETS

(Unaudited)

                     
        September 30,   December 31,
        2002   2001
       
 
ASSETS
               
CURRENT ASSETS:
               
 
Cash
  $ 225,626     $ 210,853  
 
Receivable from General Partner
    55,442       56,139  
 
Deposits
    911       600  
 
   
     
 
   
Total current assets
    281,979       267,592  
 
   
     
 
PROPERTY AND EQUIPMENT, at cost:
 
Land and improvements
    1,852,482       1,852,482  
 
Buildings and improvements
    1,013,134       1,013,134  
 
Machinery and equipment
    1,136,026       1,136,026  
 
   
     
 
 
    4,001,642       4,001,642  
 
Less—accumulated depreciation
    1,880,232       1,847,403  
 
   
     
 
 
    2,121,410       2,154,239  
 
   
     
 
 
  $ 2,403,389     $ 2,421,831  
 
   
     
 
LIABILITIES AND PARTNERS’ EQUITY
CURRENT LIABILITIES:
               
 
Payable to Limited Partners
  $ 55,490     $ 46,293  
 
Accounts payable
    2,330       9,456  
 
   
     
 
   
Total current liabilities
    57,820       55,749  
 
   
     
 
PARTNERS’ EQUITY:
               
 
Limited Partners
    2,082,016       2,102,324  
 
General Partner-Del Taco, Inc.
    263,553       263,758  
 
   
     
 
 
    2,345,569       2,366,082  
 
   
     
 
 
  $ 2,403,389     $ 2,421,831  
 
   
     
 

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

-3-


Table of Contents

DEL TACO RESTAURANT PROPERTIES I

STATEMENTS OF INCOME

(Unaudited)

                                     
        Three Months Ended   Nine Months Ended
        September 30,   September 30,
       
 
        2002   2001   2002   2001
       
 
 
 
REVENUES:
                               
 
Rent
  $ 171,582     $ 165,621     $ 498,581     $ 470,810  
 
Interest
    728       1,262       2,075       4,383  
 
Other
    625       300       1,025       1,275  
 
   
     
     
     
 
 
    172,935       167,183       501,681       476,468  
 
   
     
     
     
 
EXPENSES:
                               
 
General and administrative
    6,945       5,944       44,379       39,407  
 
Depreciation
    10,943       10,943       32,829       32,829  
 
   
     
     
     
 
 
    17,888       16,887       77,208       72,236  
 
   
     
     
     
 
   
Net income
  $ 155,047     $ 150,296     $ 424,473     $ 404,232  
 
   
     
     
     
 
 
Net income per limited
partnership unit
  $ 17.54     $ 17.00     $ 48.02     $ 45.73  
 
   
     
     
     
 

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

-4-


Table of Contents

DEL TACO RESTAURANT PROPERTIES I

STATEMENTS OF CASH FLOWS

(Unaudited)

                     
        Nine Months Ended
        September 30,
       
        2002   2001
       
 
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net income
  $ 424,473     $ 404,232  
Adjustments to reconcile net income to net cash provided by operating activities:
               
 
Depreciation
    32,829       32,829  
 
(Increase) decrease in receivable from General Partner
    697       (1,548 )
 
(Increase) decrease in deposits
    (311 )     276  
 
Increase in accounts payable and payable to limited partners
    2,071       7,375  
 
   
     
 
   
Net cash provided by operating activities
    459,759       443,164  
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Cash distributions to partners
    (444,986 )     (417,351 )
 
   
     
 
Net increase in cash
    14,773       25,813  
Beginning cash balance
    210,853       190,915  
 
   
     
 
Ending cash balance
  $ 225,626     $ 216,728  
 
   
     
 

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

-5-


Table of Contents

DEL TACO RESTAURANT PROPERTIES I

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2002

NOTE 1 — BASIS OF PRESENTATION

The accompanying financial statements, some of which are unaudited, 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 Registrant’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 September 30, 2002, the results of operations and cash flows for the nine month periods ended September 30, 2002 and 2001 have been included. Operating results for the three and nine months ended September 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 8,751 in 2002 and 2001.

Pursuant to the partnership agreement, annual partnership net income is allocated one percent to the General Partner and 99 percent to the limited partners. A partnership net loss in any year will be allocated 24 percent to the General Partner and 76 percent to the limited partners until the losses so allocated equal income previously allocated. Any additional losses will be 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. Additional gains will be allocated 24 percent to the General Partner and 76 percent to the limited partners.

NOTE 3 — LEASING ACTIVITIES

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

For the three months ended September 30, 2002, the five restaurants operated by Del Taco, for which the partnership is the lessor, had combined, unaudited sales of $1,193,337 and net income of $84,402 as compared to $1,144,128 and $79,727 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 three months ended September 30, 2002, the one restaurant operated by a Del Taco franchisee, for which the partnership is the lessor, had unaudited sales of $236,510 as compared with $236,043 during the same period in 2001.

-6-


Table of Contents

DEL TACO RESTAURANT PROPERTIES I

NOTES TO FINANCIAL STATEMENTS — CONTINUED

SEPTEMBER 30, 2002

NOTE 3 — LEASING ACTIVITIES — continued

For the nine months ended September 30, 2002, the five restaurants operated by Del Taco, for which the partnership is the lessor, had combined, unaudited sales of $3,454,573 and net income of $234,601 as compared to $3,239,605 and $211,059 respectively, for the corresponding period in 2001. For the nine months ended September 30, 2002, the one restaurant operated by a Del Taco franchisee, for which the partnership is the lessor, had unaudited sales of $700,267 as compared with $683,813 during the same period in 2001.

For the three months and nine months ended September 30, 2002, the Elkhorn Boulevard restaurant in Sacramento, California reported unaudited net losses of $2,709 and $6,037 as compared to unaudited net income of $4,481 and $13,091 for the corresponding periods in 2001.

NOTE 4 — TRANSACTIONS WITH DEL TACO

The receivable from General Partner consists primarily of rent accrued for the month of September. The September rent receivable was collected on October 14, 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 October 16, 2002, a distribution to the limited partners of $163,484, or approximately $18.68 per limited partnership unit, was approved. Such distribution was paid on October 24, 2002. The General Partner also received a distribution of $1,651 with respect to its 1% partnership interest.

-7-


Table of Contents

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 March 1983 and March 1984. 15% of the $4.375 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 $4 million of the remaining funds were used to acquire sites and build six restaurants.

The six 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 owns six properties that are under long-term lease to Del Taco for restaurant operations (Del Taco, in turn, has subleased two of the restaurants to Del Taco franchisees, one of which is affiliated with Del Taco).

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

                                   
      Three Months Ended   Nine Months Ended
      September 30,   September 30,
     
 
      2002   2001   2002   2001
     
 
 
 
Riverside Avenue, Rialto, CA
  $ 27,194     $ 25,177     $ 77,240     $ 69,651  
Elden Avenue, Moreno Valley, CA
    31,139       28,457       90,892       78,915  
Foothill Boulevard, La Verne, CA
    36,393       33,950       106,514       97,741  
Baseline & Archibald, Rancho Cucamonga, CA
    28,381       28,325       84,032       82,057  
Elkhorn Boulevard, Sacramento, CA
    18,137       20,001       53,250       57,697  
Haven Avenue, Rancho Cucamonga, CA
    30,338       29,711       86,653       84,749  
 
   
     
     
     
 
 
Total
  $ 171,582     $ 165,621     $ 498,581     $ 470,810  
 
   
     
     
     
 

The partnership receives rental revenues equal to 12 percent of gross sales from the restaurants. The partnership earned rental revenue of $171,582 during the three month period ended September 30, 2002, which represents an increase of $5,961 from 2001. The partnership earned rental revenue of $498,581 during the nine month period ended September 30, 2002, which represents an increase of $27,771 from 2001. The changes in rental revenue between 2001 and 2002 are directly attributable to increases in sales levels at the restaurants under lease.

-8-


Table of Contents

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
   
    Nine Months Ended
    September 30,
   
    2002   2001
   
 
Accounting fees
    64.65 %     65.79 %
Distribution of information to Limited Partners
    35.35       34.21  
 
   
     
 
 
    100.00 %     100.00 %
 
   
     
 

General and administrative costs for the nine month period ended September 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 September 30, 2002, net income increased $4,751 from 2001 to 2002 due to the increase in revenues of $ 5,752 which was partially offset by the $1,001 increase in general and administrative expenses. For the nine month period ended September 30, 2002, net income increased by $20,241 from 2001 to 2002 due to the increase in revenues of $25,213 which was partially offset by the $4,972 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.

-9-


Table of Contents

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

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (SFAS 146), which addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3 “Liability Recognition for Certain Employee Terminations Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)”. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred as opposed to the date of an entity’s commitment to an exit plan as required under EITF Issue No. 94-3. SFAS 146 also requires that measurement of the liability associated with exit or disposal activities be at fair value. SFAS 146 is effective for the Company for exit or disposal activities that are initiated after December 31, 2002. The implementation of SFAS 146 is not expected to have a material impact on the Company’s financial statements.

-10-


Table of Contents

Item 4. Controls and Procedures

(a)    Evaluation of disclosure controls and procedures:
 
     Within the 90 days prior to the date of this report, the Company 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 (including its consolidated subsidiaries) 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 or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
 
(c)    Asset-Backed issuers:
 
     Not applicable.

-11-


Table of Contents

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

        (a)    Exhibits

     
99.1   Kevin K. Moriarty’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.2   Robert J. Terrano’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.3   Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

        (b)    Reports
 
             A Form 8-K was filed on July 31, 2002 to note a change in registrant’s independent certifying accountant.

-12-


Table of Contents

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 I
(a California limited partnership)
Registrant

  Del Taco, Inc.
General Partner

Date: November 14, 2002 /s/ Robert J. Terrano

Robert J. Terrano
Executive Vice President,
Chief Financial Officer

-13-


Table of Contents

EXHIBIT INDEX

     
Exhibits   Description

 
99.1   Kevin K. Moriarty’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.2   Robert J. Terrano’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.3   Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

-14-