UNITED STATES
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
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
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
INDEX
DEL TACO RESTAURANT PROPERTIES III
PAGE NUMBER | ||||
PART I. FINANCIAL INFORMATION |
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Item 1. Financial Statements and Supplementary Data |
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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. Managements Discussion and Analysis of Financial Condition and Results of Operations |
8 | |||
Item 4. Controls and Procedures |
11 | |||
PART II. OTHER INFORMATION |
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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: |
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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 | |||||||||
Lessaccumulated depreciation |
3,103,906 | 3,018,978 | ||||||||
5,779,941 | 5,864,869 | |||||||||
$ | 6,222,200 | $ | 6,282,887 | |||||||
LIABILITIES AND PARTNERS EQUITY |
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CURRENT LIABILITIES: |
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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: |
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Net income |
$ | 526,905 | $ | 487,599 | ||||||
Adjustments to reconcile net income to net
cash provided by operating activities: |
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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 Registrants 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 partnerships 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 partners 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. Managements 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. Managements 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 Companys results of operations or financial condition.
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Item 2. Managements 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 entitys 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 Companys 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 Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys 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 Companys periodic Securities and Exchange Commission Filings. | ||
(b) | Changes in internal controls: | |
There were no significant changes in the Companys 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. Moriartys Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
99.2 | Robert J. Terranos 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 registrants 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. Moriartys Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
99.2 | Robert J. Terranos 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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