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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, 1996
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 NO. 33-2462
DEL TACO RESTAURANT PROPERTIES III
A CALIFORNIA LIMITED PARTNERSHIP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 33-0139247
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
23041 AVENIDA DE LA CARLOTA, LAGUNA HILLS, CALIFORNIA 92653
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(714) 462-9300
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 30, 1985 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 48,000 Units aggregating
$12,000,000 through an offering of Limited Partnership Units from February 26,
1986 through June 1, 1987. The term of the Partnership Agreement is until
December 31, 2025 unless terminated earlier by means provided therein.
The Registrant has engaged in the business of acquiring sites in California for
the construction of ten Mexican-American restaurants for long-term lease to Del
Taco, Inc. for operation under the Del Taco trade name. Ten properties are
leased for 35 years on a triple-net basis for a rent equal to twelve percent of
gross sales of each restaurant constructed thereon. In accordance with an
agreement entered into November 30, 1993, effective February 1, 1994, the Del
Taco restaurant in Twentynine Palms, California ceased operation as a Del Taco
and reopened on February 3, 1994 under the trade name of Bobby Lyle's Incredible
Edibles. In connection with the agreement, the lease agreement has been amended
to reflect a base rent of $3,333.33 per month and overage rent of 12% of sales
for annual sales greater than $333,333. On July 22, 1996, the subleasee ceased
operation at the Twentynine Palms location. In the third quarter of 1996, the
Twentynine Palms location was reviewed for suitability as a continuing
partnership property and it was concluded that the site was no longer suitable
for operation of a Del Taco restaurant or as a partnership investment under a
sublease arrangement. After the review of the site suitability, an estimate of
current market value was prepared by an independent real estate appraiser. As a
result of the review, the Twentynine Palms location was listed for sale with a
broker and the property was written down to its net realizable value.
Accordingly, the carrying value of the Twentynine Palms property was adjusted
down to $274,500 generating a write down of $102,369 in the third quarter of
1996. The Registrant had a total of ten Properties leased to Del Taco as of
December 31, 1996 (Del Taco, in turn has subleased two of the restaurants).
Because the ten 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 or
losses 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 ten 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)
- ------- ----------- ----------- ----------- ---------
Rancho Rancho December 23, 1986 60 seat with July 14, 1987
California Plaza California, drive through
CA service window
East Vista Way Vista, CA February 24, 1987 60 seat with September 10, 1987
drive through
service window
4th Street Perris, CA June 24, 1987 60 seat with December 16, 1987
drive through
service window
Foothill Upland, CA August 3, 1987 60 seat with January 12, 1988
Boulevard drive through
service window
Plaza at Puente Industry, CA May 12, 1987 60 seat with February 24, 1988
Hills drive through
service window
Twentynine Twentynine December 14, 1987 60 seat with May 17, 1988(2)
Palms Highway Palms, CA drive through
service window
East Walnut, CA April 29, 1988 60 seat with August 31, 1988
Valley drive through
Boulevard service window
West Los Angeles, CA July 8, 1988 60 seat with January 12, 1989(3)
Sepulveda drive through
Boulevard service window
Lassen Chatsworth, CA January 27, 1989 60 seat with August 21, 1989
Street drive through
service window
Hesperia Road Victorville, CA December 29, 1989 100 seat with July 5, 1990
drive 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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(2) The restaurant ceased operations as a Del Taco restaurant on February 1,
1994 and reopened on February 3, 1994 under the trade name of Bobby Lyle's
Incredible Edibles. The sublease ceased operation on July 22, 1996.
(3) The restaurant is subleased to a franchisee of Del Taco, Inc. and the
restaurant operates as a Del Taco restaurant.
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 6.20 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 48,000 ($12,000,000)
Limited Partnership Units during the offering period ended June 1, 1987 and
currently has 1,792 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 8 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,
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Rental Revenue $722,856 $724,382 $701,039 $654,694 $651,136
Interest and
other income 9,464 9,087 8,090 9,974 10,621
Dividend Income - - - - 2,347
Net income 292,257 394,502 368,343 334,980 350,714
Net income
per Limited
Partnership
Unit (1) 6.10 8.22 7.66 6.96 7.29
Cash Distributions
per Limited
Partnership
Unit (2)(3)(4)(5)(6)
From operations 14.09 14.18 18.30 6.03 16.37
Return of
capital - - - - 5.89
Total Assets 7,345,412 7,741,938 8,035,079 8,561,063 8,526,105
Long-term
Obligations 577,510 577,510 577,510 577,510 577,510
(1) The net income per Limited Partnership Unit was calculated based upon
47,461, 47,513 and 47,573 weighted average Units outstanding for years
1996, 1995 and 1994, respectively.
(2) Cash distributions for the quarter ended December 31, 1992 amounted to
$3.39 per Limited Partnership Unit and were paid December 31, 1992. Five
quarterly distributions were disbursed during the year ended December 31,
1992.
(3) 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 $7.70 and were paid January 31, 1994 and
February 2, 1994 respectively.
(4) Cash distributions for the quarter ended December 31, 1994 amounted to
$3.56 per Limited Partnership Unit and were paid January 17, 1995. Five
distributions were disbursed during the year ended December 31, 1994.
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ITEM 6. SELECTED FINANCIAL DATA - CONTINUED
(5) Cash distributions for the quarter ended December 31, 1995 amounted to
$3.86 per Limited Partnership Unit and were paid January 17, 1996. Four
distributions were disbursed during the year ended December 31, 1995.
(6) Cash distributions for the quarter ended December 31, 1996 amounted to
$3.64 per Limited Partnership Unit and were paid January 31, 1997. Four
distributions were disbursed during the year ended December 31, 1996.
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 February 21,
1986. By June 1, 1987, the sale of such Units provided a total capitalization
for the Registrant of $12,001,000 including $1,000 attributable to the Original
Limited Partner. 14.7 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. Approximately $9,500,000 of the
remaining funds were expended for the acquisition of sites and construction of
ten restaurants. During 1987, the first three restaurants opened for business.
Four additional restaurants opened in 1988, two additional restaurants opened in
1989, and the tenth restaurant opened in 1990. In February 1992, the Registrant
distributed to Limited Partners of record on December 31, 1991 $280,553 of net
proceeds not utilized as reserves and not invested in Properties.
Since the ten restaurants owned by the Registrant opened, cash flow from Lease
payments received from Del Taco, the Registrant's General Partner, which leases
all ten restaurants (two of which have been subleased), have 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 under the
Leases, comprising primarily rent calculated on the basis of the gross sales of
the restaurants operated on the Properties, as to which, except for the
restaurant located in Twentynine Palms, 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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7
The December 31, 1996 restricted cash balance is a death and disability
redemption fund totaling $110,617. 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 Registrant 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. All questions regarding the eligibility of a Limited
Partner or the estate of a deceased Limited Partner to participate in the
redemption fund are determined by the Special Limited Partner.
Results of Operations
The Registrant owns ten Properties that are under long-term lease to Del Taco
for restaurant operations (Del Taco, in turn, has subleased two of the
restaurants, one of which ceased operation as a Del Taco franchise February 1,
1994 and reopened February 3, 1994 under the trade name of Bobby Lyle's
Incredible Edibles). On July 22, 1996, the subleasee ceased operation at the
Twentynine Palms location. In the third quarter of 1996, the Twentynine Palms
location was reviewed for suitability as a continuing partnership property and
it was concluded that the site was no longer suitable for operation of a Del
Taco restaurant or as a partnership investment under a sublease arrangement.
After the review of the site suitability, an estimate of current market value
was prepared by an independent real estate appraiser. As a result of the review,
the Twentynine Palms location was listed for sale with a broker and the property
was written down to its estimated fair value. Accordingly, the carrying value of
the Twentynine Palms property was adjusted down to $274,500 generating a write
down of $102,369 in the third quarter of 1996.
The Registrant receives rental revenues equal to 12 percent of restaurant sales.
The Registrant had rental revenue of $722,856 for the year ended December 31,
1996, representing a decrease from the rental revenues of $724,382 in 1995. Such
decrease is directly attributable to decreased sales at the restaurants.
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8
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
1996 1995 1994
------- ------- ------
Accounting fees 29.42% 29.54% 35.66%
Distribution of
information to
Limited Partners 67.83% 66.97 60.56
Other 2.75 3.49 3.78
------- ------- ------
100.00% 100.00% 100.00%
======= ======= =======
Operating expenses include general and administrative expenses which consist
primarily of accounting fees and costs of distribution of information to the
Limited Partners. For the years ended December 31, general and administrative
expenses increased from $52,211 in 1995 to $56,248 in 1996 reflecting higher
costs for accounting and reporting to the Limited Partner's. The Registrant
incurred depreciation expense in the amount of $281,447, $286,756, and $286,756
for the years ended December 31, 1996, 1995 and 1994, respectively. Depreciation
expense decreased in 1996 due to the writedown in connection with the Twentynine
Palms property.
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 adopted 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 adoption of SFAS No. 121 did
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, 1996 and 1995 11
Statements of Income for the years ended
December 31, 1996, 1995 and 1994 12
Statement of Changes in Partners' Equity for
the three years ended December 31, 1996 13
Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994 14
Notes to Financial Statements 15-19
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10
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Partners of
Del Taco Restaurant Properties III:
We have audited the accompanying balance sheets of DEL TACO RESTAURANT
PROPERTIES III (a California limited partnership) as of December 31, 1996 and
1995, 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, 1996.
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
III as of December 31, 1996 and 1995, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1996,
in conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
--------------------------------
ARTHUR ANDERSEN LLP
Orange County, California
February 14, 1997
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DEL TACO RESTAURANT PROPERTIES III
BALANCE SHEETS
DECEMBER 31
1996 1995
--------------- ---------------
ASSETS
CURRENT ASSETS:
Cash $ 190,185 $ 184,497
Receivable from Del Taco, Inc. (Note 5) 57,288 60,034
Deposits 1,000 1,000
--------------- ---------------
Total current assets 248,473 245,531
--------------- ---------------
RESTRICTED CASH (NOTE 6) 110,617 126,277
REAL ESTATE HELD FOR SALE (NOTE 9) 274,500 -
PROPERTY AND EQUIPMENT, AT COST (NOTE 1)
Land and improvements 4,405,966 4,613,613
Buildings and improvements 2,954,959 3,188,900
Machinery and equipment 1,522,922 1,668,310
--------------- ---------------
8,883,847 9,470,823
Less: accumulated depreciation 2,172,025 2,100,693
--------------- ---------------
6,711,822 7,370,130
--------------- ---------------
$ 7,345,412 $ 7,741,938
=============== ===============
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Payable to Limited Partners $ 4,181 $ 3,248
Accounts Payable 3,000 1,424
--------------- ---------------
Total current liabilities 7,181 4,672
--------------- ---------------
OBLIGATION TO GENERAL PARTNER (NOTE 3) 577,510 577,510
PARTNERS' EQUITY (NOTE 2)
Limited Partners 6,791,606 7,186,807
General Partner - Del Taco, Inc. (30,885) (27,051)
--------------- ---------------
6,760,721 7,159,756
--------------- ---------------
$ 7,345,412 $ 7,741,938
=============== ===============
The accompanying notes are an integral part of
these financial statements.
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DEL TACO RESTAURANT PROPERTIES III
STATEMENTS OF INCOME
YEAR ENDED
DECEMBER 31
1996 1995 1994
------------ ------------ ------------
REVENUES:
Rent (Note 4) $722,856 $724,382 $701,039
Interest 8,689 8,187 7,265
Other 775 900 825
------------ ------------ ------------
732,320 733,469 709,129
------------ ------------ ------------
EXPENSES:
General and administrative 56,247 52,211 54,030
Depreciation 281,447 286,756 286,756
Writedown of real estate held
for resale (Note 9) 102,369 - -
------------ ------------ ------------
440,063 338,967 340,786
------------ ------------ ------------
Net Income $292,257 $394,502 $368,343
============ ============ ============
Net Income per Limited
Partnership Unit (Note 1) $6.10 $8.22 $7.66
===== ===== =====
The accompanying notes are an integral part of
these financial statements.
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DEL TACO RESTAURANT PROPERTIES III
STATEMENT OF CHANGES IN PARTNERS' EQUITY
THREE YEARS ENDED DECEMBER 31, 1996
Limited Partners
-------------------------- General
Units Amount Partner Total
------------- ------------- ------------- -------------
Balance, December 31, 1993 47,618 $7,998,853 $(19,081) $7,979,772
Net income 364,660 3,683 368,343
Redemption of units (90) (17,102) (17,102)
Cash distributions (Note 8) (870,395) (8,792) (879,187)
------------- ------------- ------------- -------------
Balance, December 31, 1994 47,528 7,476,016 (24,190) 7,451,826
Net income 390,557 3,945 394,502
Redemption of units (30) (5,985) (5,985)
Cash distributions (Note 8) (673,781) (6,806) (680,587)
------------- ------------- ------------- -------------
Balance, December 31, 1995 47,498 7,186,807 (27,051) 7,159,756
Net income 289,335 2,922 292,257
Redemption of units (88) (15,659) (15,659)
Cash distributions (Note 8) (668,877) (6,756) (675,633)
------------- ------------- ------------- -------------
Balance, December 31, 1996 47,410 $6,791,606 $(30,885) $6,760,721
============= ============= ============= =============
The accompanying notes are an integral part of
these financial statements.
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DEL TACO RESTAURANT PROPERTIES III
STATEMENTS OF CASH FLOWS
YEAR ENDED
DECEMBER 31
1996 1995 1994
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $292,257 $394,502 $368,343
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation 281,447 286,756 286,756
Writedown of real estate held for sale 102,369 -- --
Increase (decrease) in payable to
Limited Partner 933 (2,495) 2,692
(Increase) decrease in receivable from
General Partner 2,746 3,042 (8,615)
Increase (decrease) in accounts payable 1,569 1,424 (730)
------------ ------------ ------------
Net cash provided by operating
activities 681,321 683,229 648,446
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in restricted cash 15,659 5,985 17,102
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of Limited Partnership Units (15,659) (5,985) (17,102)
Cash distribution to partners (675,633) (680,587) (879,187)
------------ ------------ ------------
Net cash used by financing
activities (691,292) (686,572) (896,289)
------------ ------------ ------------
Increase (decrease) in cash 5,688 2,642 (230,741)
Beginning cash balance 184,497 181,855 412,596
------------ ------------ ------------
Ending cash balance $190,185 $184,497 $181,855
============ ============ ============
The accompanying notes are an integral part of
these financial statements.
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DEL TACO RESTAURANT PROPERTIES III
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE PARTNERSHIP: Del Taco Restaurant Properties III (a California limited
partnership) was formed on December 19, 1985, for the purpose of acquiring real
property in California for construction of ten 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 July 5, 1990, all ten
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 7).
NET INCOME PER LIMITED PARTNERSHIP UNIT: The net income per Limited Partnership
Unit was calculated based upon 47,461, 47,513, and 47,573 weighted average Units
outstanding in 1996, 1995, and 1994, respectively.
USE OF ESTIMATES: The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements 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 III
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1996
NOTE 2 - PARTNERS' EQUITY
Pursuant to the Partnership Agreement, annual partnership net 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.
NOTE 3 - SITE ACQUISITION AND DEVELOPMENT FEE
Under terms of the Partnership Agreement, the General Partner is entitled to
receive a fee in an amount equal to five percent of aggregate capital
contributions. The fee shall be for services rendered in connection with site
selection and the design and supervision of construction of improvements to
acquired properties. This fee shall be earned at the time the services are
rendered, but shall not be paid and shall be subordinated to the Limited
Partners' interests until all restaurants have opened and the Limited Partners
have received certain minimum returns on their investment, as required by the
Partnership Agreement. It is the policy of the Partnership to accrue the site
acquisition and development fee as an obligation to the General Partner. No fees
were earned for such services during 1996, 1995 and 1994.
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, except
for the restaurant location in Twentynine Palms, California. In accordance with
an agreement entered into November 30, 1993, effective February 1, 1994, the Del
Taco restaurant in Twentynine Palms, California ceased operation as a Del Taco
and reopened on February 3, 1994 under the trade name of Bobby Lyle's Incredible
Edibles. In connection with the agreement, the lease has been amended to reflect
a base rent of $3,333.33 per month and overage rent of 12% of sales for annual
sales greater than $333,333. On July 22, 1996, the subleasee ceased operation at
the Twentynine Palms property (see note 9).
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DEL TACO RESTAURANT PROPERTIES III
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1996
The Registrant had a total of ten Properties leased to Del Taco as of December
31, 1996 (Del Taco, in turn has subleased two of the restaurants).
NOTE 5 - RELATED PARTIES
The receivable from Del Taco consists of rent accrued for the month of December
1996. The rent receivable was collected on January 17, 1997.
The General Partner received $6,756 in distributions relating to its one percent
interest in the Registrant for the year ended December 31, 1996.
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.
Partners Network Corp., a California corporation ("PNC"), which is wholly-owned
by the same principals who own the Dealer Manager, who was primarily responsible
for selling Limited Partnership Units, is the Special Limited Partner of the
Partnership, as defined in the Partnership Agreement. PNC will monitor the
Partnership investments and perform services in connection with the disposition
of properties in the future. In return for such services, PNC will be entitled
to receive certain subordinated distributions and payments.
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DEL TACO RESTAURANT PROPERTIES III
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1996
NOTE 6 - RESTRICTED CASH
At December 31, 1996 and 1995 the partnership had restricted cash balances of
$110,617 and $126,277, respectively. 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 Registrant 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 7 - INCOME TAXES
A reconciliation of financial statement net income to taxable income for each of
the periods is as follows:
1996 1995 1994
-------- -------- --------
Net income per financial statements $292,257 $394,502 $368,343
Write down of real estate 102,368 -- --
Excess book depreciation 154,745 118,201 68,549
-------- -------- --------
Taxable income $549,370 $512,703 $436,892
======== ======== ========
A reconciliation of partnership equity per the financial statements to net worth
for tax purposes as of December 31, 1996, is as follows:
Partners' equity per financial
statements $6,760,721
Issue costs of Limited Partnership
Units capitalized for tax purposes 1,741,676
Excess tax depreciation (15,531)
Other 83
----------
Net worth for tax purposes $8,486,949
==========
NOTE 8 - CASH DISTRIBUTIONS TO LIMITED PARTNERS
Cash distributions paid to Limited Partners for the three years ended December
31, 1996 were as follows:
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DEL TACO RESTAURANT PROPERTIES III
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1996
Weighted Number of
Average Units
Distributions Number of Outstanding
per Limited Units at the End of
Quarter Ended Partnership Unit Outstanding Quarter
- ------------- ----------------- --------------- ---------------
September 30, 1993 $ 2.40 47,618 47,618
December 31, 1993 5.30 47,618 47,618
March 31, 1994 2.84 47,618 47,618
June 30, 1994 3.94 47,528 47,528
September 30, 1994 3.82 47,528 47,528
------
Total paid in 1994 $18.30
======
December 31, 1994 $3.56 47,528 47,528
March 31, 1995 3.00 47,528 47,528
June 30, 1995 3.76 47,518 47,518
September 30, 1995 3.86 47,498 47,498
------
Total paid in 1995 $14.18
======
December 31, 1995 $ 3.64 47,498 47,498
March 31, 1996 3.31 47,498 47,498
June 30, 1996 3.42 47,498 47,498
September 30, 1996 3.72 47,472 47,410
------
Total paid in 1996 $14.09
======
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, 1996 amounted
to $3.64 per Limited Partnership Unit and were paid January 31, 1997.
NOTE 9 - REAL ESTATE HELD FOR SALE
In the third quarter of 1996, the Twentynine Palms location was reviewed for
suitability as a continuing partnership property and it was concluded that the
site is no longer suitable for operation of a Del Taco restaurant or as a
partnership investment under a sublease arrangement. After the review of the
site suitability, an estimate of current market value was prepared by an
independent real estate appraiser. As a result of the review, the Twentynine
Palms location was listed for sale with a broker and the property was written
down to its estimated fair value. Accordingly, the carrying value of the
Twentynine Palms property was adjusted down to $274,500 generating a writedown
of $102,369 in the third quarter of 1996.
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20
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 50
Paul W. Hitzelberger Executive Vice President, Brand Strategy and
Franchise Relations/Development 52
Robert J. Terrano Executive Vice President and
Chief Financial Officer 41
James D. Stoops Executive Vice President, Operations 44
Janet D. Simmons Senior Vice President, Purchasing 40
Michael L. Annis Vice President, Secretary and General Counsel 50
C. Douglas Mitchell Vice President and Corporate Controller 46
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 1997.
(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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21
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. Mr. Hitzelberger has responsibility for franchise development,
relations and training and will oversee public relations and training for the
corporation. From 1991 to 1995, Mr. Hitzelberger was Executive Vice President,
Marketing of Del Taco, Inc. 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.
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.
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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 1996, the following transactions occurred between the Registrant
and the General Partner pursuant to the terms of the Partnership
Agreement.
(1) The General Partner earned $2,922 as its one percent share of the
net income of the Registrant.
(2) The General Partner received $6,756 in distributions relating to its
one percent interest in the Registrant.
(b) During 1996, 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 1996 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 1996.
(c) Exhibits required by Item 601 of Regulation S-K:
1. Incorporated herein by reference, Restated Agreement of Limited
Partnership of Del Taco Restaurant Properties III filed as Exhibit
3.01 to Registrant's Registration Statement on Form S-11 as filed
with the Securities and Exchange Commission on December 30, 1985.
2. Incorporated herein by reference, Amendment to Restated Agreement of
Limited Partnership of Del Taco Restaurant Properties III.
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 30,
1985.
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 III
a California limited partnership
Registrant
Del Taco, Inc.
General Partner
Date March 07, 1997 Kevin K. Moriarty
-------------- -----------------
Kevin K. Moriarty
Director, Chairman and Chief
Executive Officer
Date March 07, 1997 Michael L. Annis
-------------- ----------------
Michael L. Annis
Vice President, Secretary and
General Counsel
Date March 07, 1997 Robert J. Terrano
-------------- -----------------
Robert J. Terrano
Executive Vice President and
Chief Financial Officer
Date March 07, 1997 C. Douglas Mitchell
-------------- -------------------
C. Douglas Mitchell
Vice President and Corporate
Controller
25