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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 2-80930
DEL TACO RESTAURANT PROPERTIES I
(A CALIFORNIA LIMITED PARTNERSHIP)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
1800 W. KATELLA AVENUE
ORANGE, CALIFORNIA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
95-3852699
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
92667
(ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 744-4334
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
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
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Form S-11 Registration Statement filed
December 17, 1982 are incorporated by reference into Part IV of this report.
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PART I
ITEM 1. BUSINESS
The Registrant is a publicly-held Limited Partnership organized under the
California Uniform Limited Partnership Act. In accordance with the Partnership
Agreement, the Registrant's General Partner is Del Taco, Inc., a California
corporation ("General Partner"). The Registrant sold 8,751 Units aggregating
$4,375,500 through an offering of Limited Partnership Units from March 21, 1983
through March 20, 1984.
The Registrant has engaged in the business of acquiring sites in California for
the construction of six Mexican-American restaurants for long- term lease to
Del Taco, Inc. for operation under the Del Taco trade name. Each Property is
leased for 35 years on a triple-net basis for a rent equal to twelve percent of
gross sales of the restaurant constructed thereon. The activities of the
Registrant relating to acquisition and development of the Properties is
presented under Item 2 below. The term of the Partnership Agreement is until
April 30, 2022, unless terminated earlier by means provided therein.
Because the six Properties owned by the Registrant constitute virtually all of
the Registrant's income producing assets, the business of the Registrant is
almost entirely dependent on the success of the Del Taco trade name restaurants
which lease those Properties. In turn, the success of those restaurants, which
are not operated by the Registrant, 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.
The Registrant has no full time employees. The General Partner is vested with
full authority as to the general management and supervision of the business and
affairs of the Registrant, and has a one percent interest in the profits and
distributions of the Registrant. Limited Partners have no right to participate
in the management or conduct of such business and affairs.
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ITEM 2. PROPERTIES
The Registrant has acquired six Properties with proceeds obtained from the sale
of Limited Partnership Units:
Date of
Date of Restaurant Commencement of
Address City, State Acquisition Constructed Operation (1)
------- ----------- ----------- ----------- ---------------
Riverside Avenue Rialto, CA September 28, 1984 60 seat with drive February 12, 1985
through service window
Elden Moreno Valley, CA March 8, 1985 60 seat with drive June 30,
Avenue through service window 1985
Foothill Boulevard La Verne, CA April 16, 1985 60 seat with drive November 6,
through service window 1985
Baseline & Archibald Rancho Cucamonga, CA July 10, 1985 60 seat with drive November 26, 1985
through service window
Elkhorn Boulevard Sacramento, CA August 22, 1985 60 seat with drive January 15,
through service window 1986
Haven Rancho Cucamonga, CA September 20, 1985 60 seat with drive February 14, 1986
Avenue through service window
(1) Commencement of operation is the first date Del Taco, Inc., as lessee,
operated the facility on the site as a Del Taco restaurant.
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PART II
ITEM 3. LEGAL PROCEEDINGS
The Registrant is not a party to any material pending legal proceedings.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 14, 1994, the General Partner held a special meeting of limited
partners of the Partnership at the Doubletree Hotel, 100 The City Drive,
Orange, California, for the purpose of voting on whether Del Taco should
continue to serve as the General Partner of the Partnership.
A proposal to remove Del Taco as General Partner failed to obtain the necessary
majority vote, receiving only 6.99 percent of eligible votes, and was defeated.
Thus, Del Taco will continue to serve as sole General Partner of the
Partnership, subject to all of the rights and responsibilities set forth in the
Partnership's Restated Certificate and Agreement of Limited Partnership.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY
HOLDER MATTERS
The Registrant, a publicly-held Limited Partnership, sold 8,751 ($4,375,500)
Limited Partnership Units during the offering period ended March 20, 1984 and
currently has 997 Limited Partners of record. There is no public market for
the trading of the Units. Distributions made by the Registrant to the Limited
Partners during the past three fiscal years are described in Note 7 to the
Notes to the Financial Statements contained under Item 8.
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ITEM 6. SELECTED FINANCIAL DATA
For the Year Ended December 31,
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Rental Revenue $436,262 $420,245 $421,178 $418,960 $395,024
Interest and 2,729 2,729 3,281 1,511 3,191
other income
Net income 275,020 222,295 233,111 242,251 216,908
Net income
per limited
Partnership
Unit (1) 31.11 25.15 26.37 27.41 24.54
Cash Distributions
per Limited
Partnership
Unit (2)(3)(4)(5)(6) 45.70 58.70 18.49 55.34 42.84
Total Assets 2,553,236 2,700,433 2,993,046 2,938.465 3,181,885
Long-term
Obligations None None None None None
(1) The net income per Limited Partnership Unit was calculated based upon
8,751 weighted average Units outstanding for all years presented.
(2) Cash distributions for the quarter ended December 31, 1991 amounted to
$10.76 per Limited Partnership Unit and were paid January 2, 1992.
(3) Cash distributions for the quarter ended December 31, 1992 amounted to
$11.68 per Limited Partnership Unit and were paid December 31, 1992.
Five quarterly distributions were disbursed during the year ended
December 31, 1992.
(4) Two quarterly distributions were disbursed during the year ended
December 31, 1993. Cash distributions for the quarters ended
September 30, 1993 and December 31, 1993 amounted to $24.95 and were
paid January 31, 1994 and February 2, 1994, respectively.
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ITEM 6. SELECTED FINANCIAL DATA - Continued
(5) Cash distributions for the quarter ended December 31, 1994 amounted to
$11.70 per Limited Partnership Unit and were paid January 17, 1995.
Five distributions were disbursed during the year ended December 31,
1994.
(6) Cash distributions for the quarter ended December 31, 1995 amounted
to $11.46 per Limited Partnership Unit and were paid January 15,
1996. Four distributions were disbursed during the year ended
December 31, 1995.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Registrant commenced offering of Limited Partnership Units on March 21,
1983. By March 20, 1984, the sale of such Units provided a total
capitalization for the Registrant of $4,375,500. Fifteen percent of the cash
received from the sale of Limited Partnership Units was used to pay commissions
to brokers and to reimburse the General Partner for offering costs incurred.
The remaining funds were expended for the acquisition of sites and construction
of six restaurants. In 1985, the first four restaurants opened for business
and two additional restaurants were opened in 1986. Approximately $4,002,000
was expended for such purposes.
Since the six restaurants owned by the Registrant opened, cash flow from Lease
payments received from Del Taco, the Registrant's General Partner, which leases
all six restaurants, and its sublessee as to one of the Properties, has
provided adequate liquidity for operation of the Registrant. However, the
Registrant's overwhelmingly predominant source of income to meet its expenses
and fund distributions to its Limited Partners is payments from Del Taco (and,
as to one of the Properties, Del Taco's sub-lessee) under the Leases,
comprising primarily rent calculated on the basis of the gross sales of the
restaurants operated on the Properties, as to which there are no contractually
specified minimum or guaranteed amounts. Thus, the adequacy of the
Registrant's liquidity and capital resources in the future will depend
primarily upon the gross revenues of such restaurants as well as upon Del
Taco's financial condition and results of operations generally.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - Continued
Results of Operations
The Registrant 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 Registrant receives rental revenues equal to 12 percent of restaurant
sales. The Registrant had rental revenues of $436,262 for the year ended
December 31, 1995, representing an increase from the rental revenues of
$420,245 in 1994. Such increase is directly attributable to increased sales at
the restaurants.
The property at Baseline and Archibald is subleased by Del Taco, Inc. to a
franchisee. In November 1995, the franchise agreement and the sublease
expired. In a letter dated November 20, 1995, the franchise agreement and the
sublease were extended to May 26, 1996. Del Taco, Inc. and the franchisee
have not reached an agreement regarding the franchise and sublease terms after
May 26, 1996. Management of the General Partner (Del Taco, Inc.) anticipates
that on or before May 26, 1996 one of the following dispositions will be
initiated: 1) the franchise agreement and sublease will be renewed for a 15
year term; 2) Del Taco, Inc. will operate the restaurant; 3) Del Taco will
sublease the property to a new third party; or 4)the property will be offered
for sale.
The following table sets forth, for the periods indicated, the percentage
relationship to total general and administrative expenses, of items included in
the Registrant's Statements of Income:
PERCENTAGE OF TOTAL GENERAL & ADMIN EXPENSE
-------------------------------------------
Year Ended December 31,
1995 1994 1993
---- ---- ----
Accounting fees 35.17% 38.84% 50.56%
Distribution of
information to
Limited Partners 62.35 57.39 45.08
Legal fees -0.76 0.00 0.71
Other 3.24 3.77 3.65
------ ------ ------
100.00% 100.00% 100.00%
====== ====== ======
Operating expenses include general and administrative expenses which consist
primarily of accounting fees and costs of distribution of
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - Continued
information to the Limited Partners. For the year ended December 31, general
and administrative expenses decreased from $43,303 in 1994 to $42,441 in 1995
reflecting lower costs for accounting and distribution of information to the
limited Partners. Pursuant to Del Taco's Reorganization Plan, in December 1993
Del Taco reimbursed the Registrant for all actual legal expenses, and certain
other expenses, incurred by the Registrant as a result of the filing of the
Bankruptcy Petition.
The Registrant incurred deprecation expense in the amount of $121,530 for the
year ended December 31, 1995 and 157,376 for the years ended December 31, 1994
and 1993. Depreciation expense decreased because signs and equipment became
fully depreciated during 1995.
For the reasons stated under "Liquidity and Capital Resources" above, the
Registrant's results of operations in the future will depend primarily upon the
gross revenues of the restaurants located on the Properties leased to Del Taco
as well as upon Del Taco's financial condition and results of operations
generally.
In fiscal 1996, the Registrant will be required to adopt Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of". The Registrant
anticipates that SFAS No. 121 will not have a material impact on the
Registrant's financial statements.
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ITEM 8. FINANCIAL STATEMENTS
PART I. INFORMATION
INDEX PAGE NUMBER
----- -----------
Report of Independent Public Accountants 10
Balance Sheets at December 31, 1995 and 1994 11
Statements of Income for the years ended
December 31, 1995, 1994 and 1993 12
Statement of Changes in Partners' Equity for
the three years ended December 31, 1995 13
Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993 14
Notes to Financial Statements 15-18
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ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Partners of
Del Taco Restaurant Properties I:
We have audited the accompanying balance sheets of DEL TACO RESTAURANT
PROPERTIES I (a California limited partnership) as of December 31, 1995 and
1994, and the related statements of income, changes in partners' equity and
cash flows for each of the three years in the period ended December 31, 1995.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Del Taco Restaurant Properties
I as of December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995,
in conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
------------------------
ARTHUR ANDERSEN LLP
Orange County, California
February 9, 1996
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DEL TACO RESTAURANT PROPERTIES I
BALANCE SHEETS
DECEMBER 31
1995 1994
----------- -----------
ASSETS
------
CURRENT ASSETS:
Cash $ 115,012 $ 120,720
Receivable from Del Taco, Inc. (Note 5) 36,654 40,709
Deposits 600 600
----------- -----------
Total current assets 152,266 162,029
----------- -----------
PROPERTY AND EQUIPMENT, AT COST (NOTE 1)
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 1,584,768 1,463,238
----------- -----------
2,416,874 2,538,404
----------- -----------
$ 2,569,140 $ 2,700,433
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
--------------------------------
CURRENT LIABILITIES:
Payable to Limited Partners $ 8,898 $ 12,170
Accounts Payable 907 -
----------- -----------
Total current liabilities
9,805 12,170
----------- -----------
PARTNERS' EQUITY (NOTE 2)
Limited Partners 2,293,755 2,421,394
General Partner - Del Taco, Inc. 265,580 266,869
----------- -----------
2,559,335 2,688,263
----------- -----------
$2,569,140 $2,700,433
=========== ===========
The accompanying notes are an
integral part of these financial statements.
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DEL TACO RESTAURANT PROPERTIES I
STATEMENTS OF INCOME
YEAR ENDED
DECEMBER 31
1995 1994 1993
-------- -------- --------
REVENUES:
Rent (Note 4) $436,262 $420,245 $421,178
Interest 2,279 2,429 2,906
Other 450 300 375
-------- -------- --------
438,991 422,974 424,459
-------- -------- --------
EXPENSES
General and administrative 42,441 43,303 33,972
Depreciation 121,530 157,376 157,376
-------- -------- --------
163,971 200,679 191,348
-------- -------- --------
Net Income $275,020 $222,295 $233,111
======== ======== ========
Net Income per Limited
Partnership Unit (Note 1) $31.11 $25.15 $26.37
====== ====== ======
The accompanying notes are an
integral part of these financial statements.
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DEL TACO RESTAURANT PROPERTIES I
STATEMENT OF CHANGES IN PARTNERS' EQUITY
THREE YEARS ENDED DECEMBER 31, 1995
Limited Partners General
Units Amount Partner Total
----- ---------- -------- ----------
Balance, December 31, 1992 8,751 $2,646,106 $270,173 $2,916,279
Net income 230,780 2,331 233,111
Cash distributions (Note 7) (161,771) (2,667) (164,438)
----- ---------- -------- ----------
Balance, December 31, 1993 8,751 2,715,115 269,837 2,984,952
Net income 220,072 2,223 222,295
Cash distributions (Note 7) (513,793) (5,191) (518,984)
----- ---------- -------- ----------
Balance, December 31, 1994 8,751 2,421,394 266,869 2,688,263
Net income 272,270 2,750 275,020
Cash distributions (Note 7) (399,909) (4,039) (403,948)
----- ---------- -------- ----------
Balance, December 31, 1995 8,751 $2,293,755 $265,580 $2,559,335
===== ========== ======== ==========
The accompanying notes are an
integral part of these financial statements.
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DEL TACO RESTAURANT PROPERTIES I
STATEMENTS OF CASH FLOWS
YEAR ENDED
DECEMBER 31
1995 1994 1993
-------- -------- --------
SOURCE OF CASH:
From operations:
Net income $275,020 $222,295 $233,111
Depreciation 121,530 157,376 157,376
-------- -------- --------
Total cash provided from operations 396,550 379,671 390,487
Cash Distributions 403,948 518,984 164,438
-------- -------- --------
Excess (deficiency) of cash
generated over distributions (7,398) (139,313) 226,049
Increase in Payable to General
Partner - 4,076 -
Increase in accounts payable 907 - -
Decrease in receivable from General
Partner 4,056 - -
-------- -------- ---------
(2,435) (135,237) 226,049
USE OF CASH:
Increase in receivable from General
Partner - 2,834 1,553
Decrease in payable to Limited Partners 3,272 - 14,092
-------- -------- ---------
3,272 2,834 15,645
-------- -------- ---------
Increase (decrease) in cash during
period (5,708) (138,071) 210,404
Beginning cash balance 120,720 258,791 48,387
-------- -------- ---------
Ending cash balance $115,012 $120,720 $258,791
======== ======== =========
The accompanying notes are an
integral part of these financial statements.
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DEL TACO RESTAURANT PROPERTIES I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE PARTNERSHIP: Del Taco Restaurant Properties I (a California limited
partnership) was formed on November 30, 1982, for the purpose of acquiring real
property in California for construction of six Mexican-American restaurants to
be leased under long-term agreements to Del Taco, Inc. (General Partner for
operation under the Del Taco trade name). As of February 14, 1986, all six
restaurants had commenced operation on acquired properties.
BASIS OF ACCOUNTING: The Partnership utilizes the accrual method of accounting
for transactions relating to the business of the Partnership. Distributions
are made to the General and Limited Partners in accordance with the provisions
of the Partnership Agreement (see Note 2).
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.
INCOME TAXES: No provision has been made for federal or state income taxes on
Partnership net income, since the Partnership is not subject to income tax.
Partnership income is includable in the taxable income of the individual
partners as required under applicable income tax laws. Certain items,
primarily related to depreciation methods, are accounted for differently for
income tax reporting purposes (see Note 6).
NET INCOME PER LIMITED PARTNERSHIP UNIT: Net income per Limited Partnership
Unit is based upon the weighted average number of Units outstanding during the
period which amounted to 8,751 for all years presented.
USE OF ESTIMATES: The preparation of the financial statments in conformity
with generally accepted acounting principles requires management to make
certain estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statments and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
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DEL TACO RESTAURANT PROPERTIES I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995
NOTE 2 - PARTNERS' EQUITY
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.
In 1986, the General Partner contributed additional capital of $280,000 to the
Partnership in order to provide funds necessary to complete the sixth and final
restaurant.
NOTE 3 - SITE ACQUISITION AND DEVELOPMENT FEE
Under terms of the Partnership Agreement, the General Partner is entitled to
receive a site acquisition and development fee in an amount equal to the lesser
of five percent of the cost of the related property or $30,000. The fee shall
be for service rendered in connection with site selection and the design and
supervision of construction of improvements to acquired properties. No site
acquisition and development fees were paid in 1995, 1994 and 1993.
NOTE 4 - LEASING ACTIVITIES
The Registrant leases certain properties for operation of restaurants to Del
Taco, Inc. (General Partner) 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.
The Registrant had a total of six Properties leased as of December 31, 1995,
1994 and 1993, two of which have been subleased to Del Taco franchisees (one of
which is affiliated with Del Taco, Inc.)
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DEL TACO RESTAURANT PROPERTIES I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995
The property at Baseline and Archibald is subleased by Del Taco, Inc. to a
franchisee. In November 1995, the franchise agreement and the sublease
expired. In a letter dated November 20, 1995, the franchise agreement and the
sublease were extended to May 26, 1996. Del Taco, Inc. and the franchisee
have not reached an agreement regarding the franchise and sublease terms after
May 26, 1996. Management of the General Partner (Del Taco, Inc.) anticipates
that on or before May 26, 1996 one of the following dispositions will be
initiated: 1) the franchise agreement and sublease will be renewed for a 15
year term; 2) Del Taco, Inc. will operate the restaurant; 3) Del Taco will
sublease the property to a new third party; or 4) the property will be offered
for sale.
NOTE 5 - RELATED PARTIES
The receivable from Del Taco consists of rent accrued for the month of December
1995. The rent receivable was collected on January 16, 1996.
The General Partner received $4,040 in distributions relating to its one
percent interest in the Registrant for the year ended December 31, 1995.
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.
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DEL TACO RESTAURANT PROPERTIES I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995
NOTE 6 - INCOME TAXES
A reconciliation of financial statement net income to taxable income for each
of the periods is as follows:
1995 1994 1993
---- ---- ----
Net income per financial statements $275,020 $222,295 $233,111
Excess book depreciation 72,975 108,695 106,989
------- -------- --------
Taxable income $347,995 $330,990 $340,100
======== ======== ========
A reconciliation of partnership equity per the financial statements to net
worth for tax purposes as of December 31, 1995, is as follows:
Partners' equity per financial
statements $2,559,335
Issue costs of Limited Partnership
Units capitalized for tax purposes 637,325
Excess tax depreciation (130,288)
Other 235
----------
Net worth for tax purposes $3,066,607
==========
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DEL TACO RESTAURANT PROPERTIES I
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995
NOTE 7 - CASH DISTRIBUTIONS TO LIMITED PARTNERS
Cash distributions paid to Limited Partners for the three years ended December
31, 1995 were as follows:
Distributions per Weighted Average Number of Units
Limited Partnership Number of Units Outstanding at the
Quarter Ended Unit Outstanding End of Quarter
------------- ------------------- ----------------- -------------------
March 31, 1993 $11.12 8,751 8,751
June 30, 1993 7.37 8,751 8,751
------
Total paid in 1993 $18.49
======
September 30, 1993 $ 8.95 8,751 8,751
December 31, 1993 16.00 8,751 8,751
March 31, 1994 8.91 8,751 8,751
June 30, 1994 13.15 8,751 8,751
September 30, 1994 11.69 8,751 8,751
------
Total paid in 1994 $58.70
======
December 31, 1994 $11.70 8,751 8,751
March 31, 1995 10.90 8,751 8,751
June 30, 1995 10.47 8,751 8,751
September 30, 1995 12.63 8,751 8,751
------
Total paid in 1995 $45.70
======
Cash distributions per Limited Partnership Unit were calculated based upon the
weighted average number of units outstanding for each quarter and were paid
from operations. Cash distributions for the quarter ended December 31, 1995
amounted to $11.46 per Limited Partnership Unit and were paid January 15, 1996.
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PART III
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT'S GENERAL
PARTNER
(a) & (b) The executive officers and directors of the General Partner and their
ages are set forth below:
Name Title Age
- ---- ----- ---
Kevin K. Moriarty Director, Chairman and Chief Executive Officer 49
Paul W. Hitzelberger Executive Vice President, Brand Strategy and
Franchise Relations/Development 51
Robert Terrano Executive Vice President and
Chief Financial Officer 40
James D. Stoops Executive Vice President, Operations 43
Janet D. Simmons Senior Vice President, Purchasing 39
Michael L. Annis Vice President, Secretary and General Counsel 49
C. Douglas Mitchell Vice President and Corporate Controller 45
The above referenced executive officers and directors of the General Partner
will hold office until the annual meeting of its shareholders and directors,
which is scheduled for the later part of 1996.
(c) None
(d) No family relationship exists between any such director or executive
officer of the General Partner.
(e) The following is an account of the business experience during the past
five years of each such director and executive officer:
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Kevin K. Moriarty, Director, Chairman and Chief Executive Officer of Del Taco,
Inc. Mr. Moriarty began his career with Burger King Corporation in 1974 in
Operations Unit Management. In 1983, he was promoted to Area Manager in New
York, and was subsequently promoted to the Regional Vice President, Chicago
Region in 1985. In 1988, he became Executive Vice President and General
Manager of the North Central Division. Mr. Moriarty served in that position
until 1990 when he joined Del Taco, Inc. as President and Chief Executive
Officer on July 31, 1990. Mr. Moriarty has served as a Director of the
General Partner since 1990.
Paul W. Hitzelberger, Executive Vice President, Brand Strategy and Franchise
Relations/Development of Del Taco, Inc. He was appointed to his current
position in December 1995. Previously, Mr. Hitzelberger was Executive Vice
President, Marketing from February 1991 and Vice President, Marketing from 1989
to 1991. Mr. Hitzelberger has responsibility for franchise development,
relations and training and will oversee public relations and training for the
corporation. From September 1988 through September 1989, Mr. Hitzelberger was
Chief Executive Officer of Environmental Marketing Group. Prior to that, Mr.
Hitzelberger was a Vice President of Del Taco, Inc. Prior to joining Del Taco,
Inc., he served as Vice President - Marketing at the department store division
of Lucky Stores, Inc., a major supermarket retailer. Prior to his position
with Lucky, Mr. Hitzelberger held various positions in marketing and retailing
at Wallpapers to Go, Inc., a division of General Mills, Inc., and Coast to
Coast Stores, Inc. a subsidiary of Household Merchandising, Inc. Mr.
Hitzelberger received a Master of Business Administration degree from Loyola
University in Chicago, Illinois.
Robert J. Terrano, Executive Vice President and Chief Financial Officer of Del
Taco, Inc. From May 1994 to April 1995, Mr. Terrano served as Chief Financial
Officer for Denny's, Inc. in Spartanburg, S.C. From August 1983 to May 1994,
he served with Burger King Corporation, Miami Florida, in a variety of
positions, most recently as Division Controller. Mr. Terrano joined Del Taco,
Inc. in April 1995.
James D. Stoops, Executive Vice President, Operations of Del Taco, Inc. From
1968 to 1991, Mr. Stoops served in a wide variety of Operations positions with
Burger King Corporation with increasing levels of responsibility. In 1985, Mr.
Stoops was appointed Region Vice President/General Manager for the New York
region and served in that position until October of 1990. In January of 1991,
he joined Del Taco, Inc. in his current post.
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Janet D. Simmons, Senior Vice President, Purchasing of Del Taco, Inc. From
1979 to 1986, Ms. Simmons was with Denny's Incorporated. She served in the
Research and Development department in a variety of positions until 1982 when
she was promoted to the position of Purchasing Agent. Ms. Simmons was hired in
1986 as Manager of Contract Purchasing with Carl Karcher Enterprises, a post
she held until March 1990 when she became Vice President, Purchasing for Del
Taco, Inc. Ms. Simmons has a Bachelor of Science degree in Foods and Nutrition
from Cal State Polytechnic University in Pomona, California.
Michael L. Annis, Vice President, Secretary and General Counsel of Del Taco,
Inc. From 1981 to 1986 Mr. Annis served as Regional Real Estate Manager and
Director of Real Estate Services with Taco Bell, Inc. In 1986 he served as
Regional General Manager with Quaker State Minit Lube. In January of 1987 Mr.
Annis joined Red Robin International, Inc. as General Counsel and was
subsequently promoted to Vice President/Secretary and later Vice President Real
Estate Development/Secretary and General Counsel, the position he held until
joining Del Taco, Inc. in December of 1993. Mr. Annis received his J.D. Degree
from Whittier College.
C. Douglas Mitchell, Vice President and Corporate Controller. Mr. Mitchell
joined Del Taco, Inc. in August of 1994 as Controller and was promoted to his
current position in January 1996. From 1990 to 1994, Mr. Mitchell was a Senior
Audit Manager with Coopers & Lybrand. Prior to 1990, Mr. Mitchell held various
positions in finance and accounting with the Geneva Companies (a subsidiary of
Chemical Bank), Zaremba Corporation (a real estate developer) and The Dexter
Corporation (an international manufacturer of specialty materials). Mr.
Mitchell has a Bachelor of Science degree with a major in accounting from the
University of Southern California.
ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS
The Registrant has no executive officers or directors and pays no direct
remuneration to any executive officer or director of its General Partner. The
Registrant has not issued any options or stock appreciation rights to any
executive officer or director of its General Partner, nor does the Registrant
propose to pay any annuity, pension or retirement benefits to any executive
officer or director of its General Partner. The Registrant has no plan, nor
does the Registrant presently propose a plan, which will result in any
remuneration being paid to any executive officer or director of the General
Partner upon termination of employment.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) No person of record currently owns more than five percent of Limited
Partnership Units of the Registrant, nor was any person known of by
the Registrant to own of record and beneficially, or beneficially
only, more than five percent of such securities.
(b) Neither Del Taco, Inc., nor any executive officer or director of Del
Taco, Inc. owns any Limited Partnership Units of the Registrant.
(c) The Registrant knows of no contractual arrangements, the operation or
the terms of which may at a subsequent date result in a change in
control of the Registrant, except for provisions in the Partnership
Agreement providing for removal of the General Partner by holders of a
majority of the Limited Partnership Units and if a material event of
default occurs under the financing agreements of the General Partner.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) No transactions have occurred between the Registrant and any executive
officer or director of its General Partner.
During 1995, the following transactions occurred between the
Registrant and the General Partner pursuant to the terms of the
Partnership Agreement.
(1) The General Partner earned $2,750 as its one percent share of
the net income of the Registrant.
(2) The General Partner received $4,039 in distributions relating
to its one percent interest in the Registrant.
(b) During 1995, the Registrant had no business relationships with any
entity of a type required to be reported under this item.
(c) Neither the General Partner, any director or officer of the General
Partner or any associate of any such person, was indebted to the
Registrant at any time during 1995 for any amount in excess of
$60,000.
(d) Not applicable.
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PART IV
ITEM 14(A)(1) AND (2). EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND
REPORTS ON FORM 8-K
All schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
(b) No reports on Form 8-K were filed during the last quarter of 1995.
(c) Exhibits required by Item 601 of Regulation S-K:
1. Incorporated herein by reference, Restated Certificate and
Agreement of Limited Partnership of Del Taco Restaurant
Properties I filed as Exhibit 3.01 to Registrant's
Registration Statement on Form S-11 as filed with the
Securities and Exchange Commission on December 17, 1982.
2. Incorporated herein by reference, Amendment to Restated
Certificate and Agreement of Limited Partnership of Del Taco
Restaurant Properties I.
3. Incorporated herein by reference, Form of Standard Lease to be
entered into by Registrant and Del Taco, Inc., as lessee,
filed as Exhibit 10.02 to Registrant's Registration Statement
on Form S-11 as filed with the Securities and Exchange
Commission on December 17, 1982.
27. Financial Data Schedule.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
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a California limited partnership
Registrant
Del Taco, Inc.
General Partner
Date March 07, 1996 Kevin K. Moriarty
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Kevin K. Moriarty
Director, Chairman
and Chief Executive Officer
Date March 07, 1996 Michael L. Annis
------------------------------------
Michael L. Annis
Vice President, Secretary and
General Counsel
Date March 07, 1996 Robert J. Terrano
------------------------------------
Robert J. Terrano
Executive Vice President and
Chief Financial Officer
Date March 07, 1996 C. Douglas Mitchell
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C. Douglas Mitchell
Vice President and Corporate
Controller
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