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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark one)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2005 .

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                to                                .

Commission file no. 0-16851

DEL TACO RESTAURANT PROPERTIES III

a California limited partnership
(Exact name of registrant as specified in its charter)
     
California
(State or other jurisdiction of
incorporation or organization)
  33-0139247
(I.R.S. Employer
Identification Number)
 
25521 Commercentre Drive, Lake Forest, California
(Address of principal executive offices)
  92630
(Zip Code)

(949) 462-9300

(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)  Yes o  No x




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INDEX

DEL TACO RESTAURANT PROPERTIES III

         
 
  PAGE NUMBER
 
   
PART I. FINANCIAL INFORMATION
       
 
       
Item 1. Financial Statements
       
 
       
    3  
 
       
    4  
 
       
    5  
 
       
    6  
 
       
    9  
 
       
    11  
 
       
    12  
 
       
       
 
       
    13  
 
       
    14  
 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32.1

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DEL TACO RESTAURANT PROPERTIES III

CONDENSED BALANCE SHEETS

(Unaudited)

                 
    March 31,     December 31,  
    2005     2004  
ASSETS
               
CURRENT ASSETS:
               
Cash
  $ 315,861     $ 321,471  
Receivable from Del Taco, Inc.
    96,061       88,075  
Deposits
    1,663       1,885  
 
           
Total current assets
    413,585       411,431  
 
           
 
               
RESTRICTED CASH
    90,585       90,585  
 
           
 
               
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  
Less—accumulated depreciation
    3,387,006       3,358,696  
 
           
 
    5,496,841       5,525,151  
 
           
 
               
 
  $ 6,001,011     $ 6,027,167  
 
           
LIABILITIES AND PARTNERS’ EQUITY
               
CURRENT LIABILITIES:
               
Payable to limited partners
  $ 68,686     $ 65,751  
Accounts payable
    43,792       17,443  
 
           
Total current liabilities
    112,478       83,194  
 
           
 
               
OBLIGATION TO GENERAL PARTNER
    577,510       577,510  
 
           
 
               
PARTNERS’ EQUITY:
               
Limited partners; 47,291 units outstanding at March 31, 2005 and December 31, 2004
    5,353,372       5,408,258  
General partner-Del Taco, Inc.
    (42,349 )     (41,795 )
 
           
 
    5,311,023       5,366,463  
 
           
 
               
 
  $ 6,001,011     $ 6,027,167  
 
           

See accompanying notes to condensed financial statements.

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DEL TACO RESTAURANT PROPERTIES III

CONDENSED STATEMENTS OF INCOME

(Unaudited)

                 
    Three Months Ended  
    March 31,  
    2005     2004  
RENTAL REVENUES
  $ 261,627     $ 256,169  
 
           
 
               
EXPENSES:
               
General and administrative
    39,863       37,620  
Depreciation
    28,310       28,309  
 
           
 
    68,173       65,929  
 
           
 
               
Operating income
    193,454       190,240  
 
               
OTHER INCOME:
               
Interest
    1,381       836  
Other
    775       975  
 
           
 
               
Net income
  $ 195,610     $ 192,051  
 
           
 
               
Net income per limited partnership unit
  $ 4.09     $ 4.02  
 
           
 
               
Number of units used in computing per unit amounts
    47,291       47,291  
 
           

See accompanying notes to condensed financial statements.

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DEL TACO RESTAURANT PROPERTIES III

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

                 
    Three Months Ended  
    March 31,  
    2005     2004  
CASH FLOWS FROM OPERATING ACTIVITIES:
               
 
               
Net income
  $ 195,610     $ 192,051  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
    28,310       28,309  
Changes in operating assets and liabilities:
               
Increase in receivable from Del Taco, Inc.
    (7,986 )     (847 )
Decrease in deposits
    222       156  
Increase in accounts payable and payable to limited partners
    29,284       37,011  
 
           
 
               
Net cash provided by operating activities
    245,440       256,680  
 
           
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
               
 
               
Cash distributions to partners
    (251,050 )     (241,557 )
 
           
 
               
Net cash used by financing activities
    (251,050 )     (241,557 )
 
           
 
               
Net increase (decrease) in cash
    (5,610 )     15,123  
 
               
Beginning cash balance
    321,471       301,120  
 
           
 
               
Ending cash balance
  $ 315,861     $ 316,243  
 
           

See accompanying notes to condensed financial statements.

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DEL TACO RESTAURANT PROPERTIES III

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2005

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, 2004 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 Partnership’s financial position at March 31, 2005, the results of operations and cash flows for the three month periods ended March 31, 2005 and 2004 have been included. Operating results for the three months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.

NOTE 2 — RESTRICTED CASH

At March 31, 2005, 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 partner’s death or disability, to tender to the Partnership for redemption all of the units owned of record by such limited partner. The redemption price will be equal to the partners capital account balance as of the redemption date. The death and disability fund was established in 1987. The fund was limited to two percent of the gross proceeds from sale of the limited partnership units. Requests for redemption made after the funds in the death and disability fund are depleted will not be accepted.

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DEL TACO RESTAURANT PROPERTIES III

NOTES TO CONDENSED FINANCIAL STATEMENTS — CONTINUED

MARCH 31, 2005

NOTE 3 — NET INCOME PER LIMITED PARTNERSHIP UNIT

Net income per limited partnership unit is based upon the limited partners 99 percent share of net income divided by the weighted average number of units outstanding during the periods presented which amounted to 47,291 in 2005 and 2004.

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.

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 expire in the years 2021 to 2024. There is no minimum rental under any of the leases.

For the three months ended March 31, 2005, the nine restaurants operated by Del Taco, for which the Partnership is the lessor, had combined, unaudited sales of $2,180,225 and net income of $154,158, as compared to $2,134,739 and $154,735, respectively, for the corresponding period in 2004. Net income by restaurant includes charges for general and administrative expenses incurred in connection with supervision of restaurant operations and interest expense.

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DEL TACO RESTAURANT PROPERTIES III

NOTES TO FINANCIAL STATEMENTS — CONTINUED

MARCH 31, 2005

NOTE 5 — TRANSACTIONS WITH DEL TACO

The receivable from Del Taco consists primarily of rent accrued for the month of March. The March rent receivable was collected in April 2005.

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 April 20, 2005, a distribution to the limited partners of $240,068, or approximately $5.08 per limited partnership unit, was approved. Such distribution was paid on April 29, 2005. The General Partner also received a distribution of $2,425 with respect to its 1% partnership interest. Total cash distributions paid in January 2005 were $251,050.

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Item 2. Management’s 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. (Del Taco or the General Partner) for offering costs incurred. Approximately $9.5 million of the remaining funds were used to acquire sites and build ten restaurants. In February of 1992, approximately $281,000 raised during the offering but not required to acquire sites and build restaurants was distributed to the limited partners. One restaurant was sold in November 1997.

The nine restaurants leased to Del Taco make up all of the income producing assets of the Partnership. Therefore, the business of the Partnership is 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.

The increase in accounts payable from December 31, 2004 is a seasonal increase due to the timing of certain accounting, audit and tax services.

As described in Note 2 to the Notes to the Condensed Financial Statements, the Partnership has a death and disability redemption fund totaling $90,585 at March 31, 2005. 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:

                 
    Three Months Ended  
    March 31,  
    2005     2004  
Rancho California Plaza, Temecula, CA
  $ 41,585     $ 40,953  
East Vista Way, Vista, CA
    22,324       22,918  
Plaza at Puente Hills, Industry, CA
    18,275       17,149  
4th Street, Perris, CA
    37,551       38,131  
Foothill Blvd., Upland, CA
    31,513       29,909  
East Valley Blvd., Walnut, CA
    15,162       15,974  
Lassen Street, Chatsworth, CA
    35,984       35,881  
Hesperia Road, Victorville, CA
    38,040       34,143  
W. Sepulveda Blvd., Los Angeles, CA
    21,193       21,111  
 
           
 
               
Total
  $ 261,627     $ 256,169  
 
           

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

The Partnership receives rental revenues equal to 12 percent of gross sales from the restaurants. The Partnership earned rental revenue of $261,627 during the three month period ended March 31, 2005, which represents an increase of $5,458 from 2004. The change in rental revenues between 2004 and 2005 is directly attributable to increases in sales at the restaurants under lease.

The following table breaks down general and administrative expenses by type of expense:

                 
    Percentage of Total  
    General & Administrative Expense  
    Three Months Ended  
    March 31,  
    2005     2004  
Accounting fees
    70.34 %     74.34 %
Distribution of information to limited partners
    29.66       25.66  
 
           
 
    100.00 %     100.00 %
 
           

     General and administrative costs increased from 2004 to 2005 primarily due to increased costs for software license fees which slightly increased the percentage of general and administrative expense related to distribution of information to limited partners as shown in the table above.

     Net income increased by $3,559 from 2004 to 2005 due to the increases in revenues of $5,458 and interest income of $545 which was partially offset by the $2,244 increase in expenses and the decrease in other income of $200.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Critical Accounting Policies and Estimates

Management’s 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 Partnership’s 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 Partnership’s December 31, 2004 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 (SFAS) 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 3.  Quantitative and Qualitative Disclosures About Market Risk.

None.

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Item 4. Controls and Procedures

  (a)   Evaluation of disclosure controls and procedures:

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company’s periodic Securities and Exchange Commission filings.

  (b)   Changes in internal controls:

There were no significant changes in the Company’s internal controls over financial reporting that occurred during our most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

  (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. Moriarty’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
  31.2   Robert J. Terrano’s 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

None.

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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: May 13, 2005
  /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. Moriarty’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
  Robert J. Terrano’s 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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