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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 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. 0-16851

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




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


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INDEX

DEL TACO RESTAURANT PROPERTIES III
         
    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  

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DEL TACO RESTAURANT PROPERTIES III

BALANCE SHEETS

(Unaudited)

                     
        September 30,   December 31,
        2002   2001
       
 
ASSETS
CURRENT ASSETS:
               
 
Cash
  $ 271,412     $ 248,445  
 
Receivable from General Partner
    72,089       71,282  
 
Deposits
    1,467       1,000  
 
   
     
 
   
Total current assets
    344,968       320,727  
 
   
     
 
RESTRICTED CASH
    97,291       97,291  
 
   
     
 
PROPERTY AND EQUIPMENT, at cost:
               
 
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
    3,103,906       3,018,978  
 
   
     
 
 
    5,779,941       5,864,869  
 
   
     
 
 
  $ 6,222,200     $ 6,282,887  
 
   
     
 
LIABILITIES AND PARTNERS’ EQUITY
CURRENT LIABILITIES:
               
 
Payable to Limited Partners
  $ 45,468     $ 38,961  
 
Accounts payable
    7,256       15,258  
 
   
     
 
   
Total current liabilities
    52,724       54,219  
 
   
     
 
OBLIGATION TO GENERAL PARTNER
    577,510       577,510  
 
   
     
 
PARTNERS’ EQUITY:
               
 
Limited Partners
    5,631,557       5,690,174  
 
General Partner-Del Taco, Inc.
    (39,591 )     (39,016 )
 
   
     
 
 
    5,591,966       5,651,158  
 
   
     
 
 
  $ 6,222,200     $ 6,282,887  
 
   
     
 

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

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DEL TACO RESTAURANT PROPERTIES III

STATEMENTS OF INCOME

(Unaudited)

                                     
        Three Months Ended   Nine Months Ended
        September 30,   September 30,
       
 
        2002   2001   2002   2001
       
 
 
 
REVENUES:
                               
 
Rent
  $ 225,608     $ 212,463     $ 657,691     $ 609,373  
 
Interest
    1,226       2,185       3,488       8,052  
 
Other
    900       875       1,975       2,000  
 
   
     
     
     
 
 
    227,734       215,523       663,154       619,425  
 
   
     
     
     
 
EXPENSES:
                               
 
General and administrative
    8,852       8,129       51,318       46,895  
 
Depreciation
    28,310       28,310       84,931       84,931  
 
   
     
     
     
 
 
    37,162       36,439       136,249       131,826  
 
   
     
     
     
 
   
Net income
  $ 190,572     $ 179,084     $ 526,905     $ 487,599  
 
   
     
     
     
 
 
Net income per limited
partnership unit
  $ 3.99     $ 3.75     $ 11.02     $ 10.20  
 
   
     
     
     
 
 

The accompanying notes are an integral part of these financial statements

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DEL TACO RESTAURANT PROPERTIES III

STATEMENTS OF CASH FLOWS

(Unaudited)

                     
        Nine Months Ended
        September 30,
       
        2002   2001
       
 
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net income
  $ 526,905     $ 487,599  
Adjustments to reconcile net income to net cash provided by operating activities:
               
 
Depreciation
    84,931       84,931  
 
Increase in receivable from General Partner
    (807 )     (434 )
 
(Increase) decrease in deposits
    (467 )     622  
 
(Decrease) increase in accounts payable and payable to limited partners
    (1,495 )     5,397  
 
   
     
 
   
Net cash provided by operating activities
    609,067       578,115  
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Cash distributions to partners
    (586,100 )     (555,116 )
 
   
     
 
Net increase in cash
    22,967       22,999  
Beginning cash balance
    248,445       230,275  
 
   
     
 
Ending cash balance
  $ 271,412     $ 253,274  
 
   
     
 

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

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DEL TACO RESTAURANT PROPERTIES III

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 — RESTRICTED CASH

At September 30, 2002 the partnership had a restricted cash balance of $97,291. The restricted cash is a death and disability redemption fund. 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 weighted average number of units outstanding during the periods presented which amounted to 47,331 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, 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 FINANCIAL STATEMENTS — CONTINUED

SEPTEMBER 30, 2002

NOTE 4 — 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 nine restaurants operated by Del Taco, for which the partnership is the lessor, had combined, unaudited sales of $1,880,067 and net income of $124,836, as compared to $1,770,529 and $96,505 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 nine months ended September 30, 2002, the nine restaurants operated by Del Taco, for which the partnership is the lessor, had combined, unaudited sales of $5,480,760 and net income of $345,850, as compared to $5,078,110 and $278,976 respectively, for the corresponding period in 2001.

For the three months and nine months ended September 30, 2002, the East Valley Blvd. restaurant in Walnut, California reported net income of $3,339 and $10,933 respectively, as compared to net income of $1,916 and a net loss of $436 for the corresponding period in 2001.

For the three months and nine months ended September 30, 2002, the East Gale Blvd. restaurant in Puente Hills, California reported net income of $1,116 and a net loss of $603 as compared to net losses of $942 and $4,710 for the corresponding period in 2001.

NOTE 5 — TRANSACTIONS WITH DEL TACO

The receivable from General Partner consists primarily of rent accrued for the month of September. The September rent 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 6 with respect to certain distributions to the General Partner.

NOTE 6 — DISTRIBUTIONS

On October 15, 2002, a distribution to the limited partners of $219,021, or approximately $4.63 per limited partnership unit, was approved. Such distribution was paid on October 24, 2002. The General Partner also received a distribution of $2,212 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 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 the General Partner 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 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.

As described in Note 2 to the Notes to the Financial Statements, the partnership has a death and disability redemption fund totaling $97,291 at September 30, 2002. 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 year:

                                   
      September 30,   September 30,
     
 
      2002   2001   2002   2001
     
 
 
 
Rancho California Plaza, Temecula, CA
  $ 35,514     $ 32,338     $ 99,677     $ 93,850  
East Vista Way, Vista, CA
    20,723       20,709       62,396       58,425  
Plaza at Puente Hills, Industry, CA
    16,041       13,208       45,575       38,827  
4th Street, Perris, CA
    31,957       29,647       93,609       83,546  
Foothill Blvd., Upland, CA
    26,189       25,548       76,069       74,525  
East Valley Blvd., Walnut, CA
    14,012       13,419       43,092       38,096  
Lassen Street, Chatsworth, CA
    34,248       31,561       99,293       89,793  
Hesperia Road, Victorville, CA
    28,543       28,368       85,490       81,753  
W. Sepulveda Blvd., Los Angeles, CA
    18,381       17,665       52,490       50,558  
 
   
     
     
     
 
 
Total
  $ 225,608     $ 212,463     $ 657,691     $ 609,373  
 
   
     
     
     
 

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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 $225,608 during the three month period ended September 30, 2002, which represents an increase of $13,145 from 2001. The partnership earned rental revenue of $657,691 during the nine month period ended September 30, 2002, which represents an increase of $48,318 from 2001. The changes in rental revenue between 2002 and 2001 are directly attributable to increases in sales levels at the restaurants under lease.

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
    57.75 %     59.66 %
Distribution of information to Limited Partners
    42.25       40.34  
 
   
     
 
 
    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 by $11,488 from 2001 to 2002 due to the increase in revenues of $12,211 which was partially offset by the increase in general and administrative expenses of $723. For the nine month period ended September 30, 2002 net income increased by $39,306 from 2001 to 2002 due to the increase in revenues of $43,729 which was partially offset by the increase in general and administrative expenses of $4,423.

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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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.

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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.

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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.

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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: November 14, 2002 /s/ Robert J. Terrano
Robert J. Terrano
Executive Vice President,
Chief Financial Officer

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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

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