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 June 30, 2003 .
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
PART I. FINANCIAL INFORMATION | PAGE NUMBER | |||
Item 1. Financial Statements and Supplementary Data |
||||
Condensed Balance Sheets at June 30, 2003 and
December 31, 2002 (Unaudited) |
3 | |||
Condensed Statements of Income for the three and six months ended
June 30, 2003 and 2002 (Unaudited) |
4 | |||
Condensed Statements of Cash Flows for the six months ended
June 30, 2003 and 2002 (Unaudited) |
5 | |||
Notes to Condensed 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 |
||||
Item 6. Exhibits and Reports on Form 8-K |
12 | |||
SIGNATURE |
13 |
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DEL TACO RESTAURANT PROPERTIES III
CONDENSED BALANCE SHEETS
(Unaudited)
June 30, | December 31, | |||||||||||
2003 | 2002 | |||||||||||
ASSETS | ||||||||||||
CURRENT ASSETS: |
||||||||||||
Cash |
$ | 271,045 | $ | 262,652 | ||||||||
Receivable from Del Taco, Inc. |
79,282 | 75,394 | ||||||||||
Deposits |
1,621 | 1,312 | ||||||||||
Total current assets |
351,948 | 339,358 | ||||||||||
RESTRICTED CASH |
90,585 | 97,291 | ||||||||||
PROPERTY AND EQUIPMENT: |
||||||||||||
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 |
3,188,836 | 3,132,216 | ||||||||||
5,695,011 | 5,751,631 | |||||||||||
$ | 6,137,544 | $ | 6,188,280 | |||||||||
LIABILITIES AND PARTNERS EQUITY |
||||||||||||
CURRENT LIABILITIES: |
||||||||||||
Payable to limited partners |
$ | 50,335 | $ | 46,094 | ||||||||
Accounts payable |
9,723 | 7,257 | ||||||||||
Total current liabilities |
60,058 | 53,351 | ||||||||||
OBLIGATION TO GENERAL PARTNER |
577,510 | 577,510 | ||||||||||
PARTNERS EQUITY: |
||||||||||||
Limited partners |
5,540,436 | 5,597,372 | ||||||||||
General partner-Del Taco, Inc. |
(40,460 | ) | (39,953 | ) | ||||||||
5,499,976 | 5,557,419 | |||||||||||
$ | 6,137,544 | $ | 6,188,280 | |||||||||
See accompanying notes to condensed financial statements.
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DEL TACO RESTAURANT PROPERTIES III
CONDENSED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||||||||||||||
RENTAL REVENUES |
$ | 235,106 | $ | 223,921 | $ | 452,959 | $ | 432,083 | ||||||||||||||||||
EXPENSES: |
||||||||||||||||||||||||||
General and administrative |
17,095 | 17,003 | 52,170 | 42,466 | ||||||||||||||||||||||
Depreciation |
28,310 | 28,311 | 56,620 | 56,621 | ||||||||||||||||||||||
45,405 | 45,314 | 108,790 | 99,087 | |||||||||||||||||||||||
Operating income |
189,701 | 178,607 | 344,169 | 332,996 | ||||||||||||||||||||||
OTHER INCOME: |
||||||||||||||||||||||||||
Interest |
844 | 1,061 | 1,881 | 2,262 | ||||||||||||||||||||||
Other |
650 | 50 | 1,425 | 1,075 | ||||||||||||||||||||||
Net income |
$ | 191,195 | $ | 179,718 | $ | 347,475 | $ | 336,333 | ||||||||||||||||||
Net income per limited
partnership unit |
$ | 4.00 | $ | 3.76 | $ | 7.27 | $ | 7.03 | ||||||||||||||||||
Number of units used in computing
per unit amounts |
47,291 | 47,331 | 47,311 | 47,331 | ||||||||||||||||||||||
See accompanying notes to condensed financial statements.
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DEL TACO RESTAURANT PROPERTIES III
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended | ||||||||||
June 30, | ||||||||||
2003 | 2002 | |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||
Net income |
$ | 347,475 | $ | 336,333 | ||||||
Adjustments to reconcile net income to net
cash provided by operating activities: |
||||||||||
Depreciation |
56,620 | 56,621 | ||||||||
Increase in receivable from Del Taco, Inc. |
(3,888 | ) | (4,054 | ) | ||||||
Increase in deposits |
(309 | ) | | |||||||
Increase (decrease) in accounts payable and
payable to limited partners |
6,707 | (2,416 | ) | |||||||
Net cash provided by operating activities |
406,605 | 386,484 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||||
Decrease in restricted cash |
6,706 | | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||
Cash distributions to partners |
(398,212 | ) | (379,532 | ) | ||||||
Redemption of limited partnership units |
(6,706 | ) | | |||||||
Net cash used by financing activities |
(404,918 | ) | (379,532 | ) | ||||||
Net increase in cash |
8,393 | 6,952 | ||||||||
Beginning cash balance |
262,652 | 248,445 | ||||||||
Ending cash balance |
$ | 271,045 | $ | 255,397 | ||||||
See accompanying notes to condensed financial statements.
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DEL TACO RESTAURANT PROPERTIES III
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2003
NOTE 1 BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America for complete financial statements and should therefore be read in conjunction with the financial statements and notes thereto contained in the annual report on Form 10-K for the year ended December 31, 2002 for Del Taco Restaurant Properties III (the Partnership or the Company). In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the Partnerships financial position at June 30, 2003, the results of operations for the three and six month periods ended June 30, 2003 and 2002 and cash flows for the six month periods ended June 30, 2003 and 2002 have been included. Operating results for the three and six months ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.
NOTE 2 RESTRICTED CASH
At June 30, 2003, the Partnership had a restricted cash balance of $90,585. 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. On April 1, 2003, the partnership redeemed 40 limited partnership units for $6,706.
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, 47,291 for the three months ended June 30, 2003 and 47,311 for the six months ended June 30, 2003. On April 1, 2003, the partnership redeemed 40 limited partnership units for $6,706.
Pursuant to the partnership agreement, annual partnership income or loss is allocated one percent to Del Taco, Inc. (Del Taco or 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 CONDENSED FINANCIAL STATEMENTS CONTINUED
JUNE 30, 2003
NOTE 4 LEASING ACTIVITIES
The Partnership leases certain properties for operation of restaurants to 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 2024. There is no minimum rental under any of the leases.
For the three months ended June 30, 2003, the nine restaurants operated by Del Taco, for which the Partnership is the lessor, had combined, unaudited sales of $1,959,219 and unaudited net income of $149,861, as compared to $1,866,006 and $121,254, respectively, for the corresponding period in 2002. 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, 2003, the nine restaurants operated by Del Taco, for which the Partnership is the lessor, had combined, unaudited sales of $3,774,662 and unaudited net income of $264,937, as compared to $3,600,693 and $221,014, respectively, for the corresponding period in 2002.
For the three months and six months ended June 30, 2003, the East Gale Blvd. restaurant in Puente Hills, California reported unaudited net income of $5,901 and $7,232 as compared to unaudited net income of $303 and an unaudited net loss of $1,719 for the corresponding period in 2002.
NOTE 5 TRANSACTIONS WITH DEL TACO
The receivable from Del Taco, Inc. consists primarily of rent accrued for the month of June. The June rent was collected in July 2003.
Del Taco 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 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 July 15, 2003, a distribution to the limited partners of $207,186, or approximately $4.38 per limited partnership unit, was approved. Such distribution was paid on July 25, 2003. The General Partner also received a distribution of $2,093 with respect to its 1% partnership interest. Total cash distributions paid in January and April 2003 were $211,834 and $186,378, respectively.
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Del Taco Restaurant Properties III (the Partnership or the Company) 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 Del Taco, Inc. (the General Partner or Del Taco) 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, competition, 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 $90,585 at June 30, 2003. 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 three and six months ended June 30, 2003 and 2002:
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2003 | 2002 | 2003 | 2002 | ||||||||||||||
Rancho California Plaza, Rancho California, CA |
$ | 36,703 | $ | 33,892 | $ | 70,820 | $ | 64,163 | |||||||||
East Vista Way, Vista, CA |
20,950 | 21,009 | 41,626 | 41,674 | |||||||||||||
Plaza at Puente Hills, Industry, CA |
17,036 | 15,397 | 32,225 | 29,534 | |||||||||||||
4th Street, Perris, CA |
34,076 | 31,743 | 65,074 | 61,651 | |||||||||||||
Foothill Blvd., Upland, CA |
27,291 | 25,590 | 52,524 | 49,880 | |||||||||||||
East Valley Blvd., Walnut, CA |
15,325 | 14,957 | 29,277 | 29,081 | |||||||||||||
Lassen Street, Chatsworth, CA |
34,474 | 34,124 | 66,665 | 65,044 | |||||||||||||
Hesperia Road, Victorville, CA |
30,743 | 29,145 | 59,086 | 56,947 | |||||||||||||
W. Sepulveda Blvd., Los Angeles, CA |
18,508 | 18,064 | 35,662 | 34,109 | |||||||||||||
Total |
$ | 235,106 | $ | 223,921 | $ | 452,959 | $ | 432,083 | |||||||||
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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 $235,106 during the three month period ended June 30, 2003, which represents an increase of $11,185 from 2002. The Partnership earned rental revenue of $452,959 during the six month period ended June 30, 2003, which represents an increase of $20,876 from 2002. The increases in rental revenue are directly attributable to changes in sales levels at the restaurants under lease.
The following table breaks down general and administrative expenses by type of expense:
Percent of Total | ||||||||||||||||
General & Administrative Expense | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||||
Accounting fees |
43.25 | % | 58.17 | % | 68.77 | % | 64.22 | % | ||||||||
Distribution of information
to Limited Partners |
56.75 | % | 41.83 | % | 31.23 | % | 35.78 | % | ||||||||
100.00 | % | 100.00 | % | 100.00 | % | 100.00 | % | |||||||||
General and administrative costs for the three and six month periods ended June 30, increased from 2002 to 2003 due to costs incurred in changing auditors and increased costs for printing and mailing, and audit and tax preparation fees.
For the three month period ended June 30, 2003, net income increased by $11,477 from 2002 to 2003 due to the increase in revenues of $11,185 and the increase in interest and other income of $383 which was partially offset by the increase in general and administrative expenses of $92. For the six month period ended June 30, 2003, net income increased by $11,142 from 2002 to 2003 due to an increase in revenues of $20,876 which was partially offset by an increase in general and administrative expenses of $9,703 and a decrease in interest and other income of $31.
Recent Accounting Pronouncements
In November 2002, the Financial Accounting Standards Board (FASB) issued Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (Interpretation 45), an interpretation of FASB Statements No. 5, 57 and 107 and rescission of FASB Interpretation No. 34. Interpretation 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. Interpretation 45s initial recognition and initial measurement provisions are effective on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. The Company adopted the disclosure requirements of Interpretation 45 effective December 31, 2002 and has not entered into any guarantees since December 31, 2002.
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Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations continued |
Recent Accounting Pronouncements (Continued)
In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (Interpretation 46), an interpretation of ARB No. 51. Interpretation 46 addresses consolidation by business enterprises of variable interest entities. Interpretation 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The Company believes it has no variable interest entities to which Interpretation 46 would apply.
Critical Accounting Policies and Estimates
Managements discussion and analysis of financial condition and results of operations, as well as disclosures included elsewhere in this report on Form 10-Q are based upon the Partnerships financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Partnership believes the critical accounting policies that most impact the financial statements are described below. A summary of the significant accounting policies of the Partnership can be found in Note 1 to the Financial Statements which is included in the Partnerships December 31, 2002 Form 10-K.
Property and Equipment: Property and equipment is stated at cost. Depreciation is computed using the straight-line method over estimated useful lives which are 20 years for land improvements, 35 years for buildings and improvements, and 10 years for machinery and equipment.
The Partnership accounts for property and equipment in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long Lived Assets. SFAS 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In evaluating long-lived assets held for use, an impairment loss is recognized if the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying value of the asset. Once a determination has been made that an impairment loss should be recognized for long-lived assets, various assumptions and estimates are used to determine fair value including, among others, estimated costs of construction and development, recent sales of comparable properties and the opinions of fair value prepared by independent real estate appraisers. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.
Item 2a. Quantitative and Qualitative Disclosures About Market Risk.
None.
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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 | ||||
31.1 | Kevin K. Moriartys Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
31.2 | Robert J. Terranos Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
32.1 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
(b) | Reports | ||||
During the three months ended June 30, 2003, the following reports on Form 8-K were filed: | |||||
On April 11, 2003, Form 8-K was filed re: the dismissal of Pricewaterhouse Coopers LLP as the Partnerships independent public accountants. | |||||
On May 13, 2003, Form 8-K was filed re: the selection of KPMG LLP as the Partnerships independent public accountants. |
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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: | August 14, 2003 |
/s/ Robert J. Terrano |
|
|
|||
Robert J. Terrano Executive Vice President, Chief Financial Officer |
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EXHIBIT INDEX
Exhibits | Description | |
31.1 | Kevin K. Moriartys Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Robert J. Terranos Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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