UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
(Mark One)
| [X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
For the fiscal year ended December 31, 2002
OR
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
For the transition period from to
Commission file no. 0-16191
DEL TACO RESTAURANT PROPERTIES I
|
California (State or other jurisdiction of incorporation or organization) |
95-3852699 (I.R.S. Employer Identification Number) |
|
|
25521 Commercentre Drive Lake Forest, California (Address of principal executive offices) |
92630 (Zip Code) |
|
Registrants telephone number, including area code: (949) 462-9300
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 registrants Form S-11 Registration Statement filed December 17, 1982 are incorporated by reference into Part IV of this report.
PART I
Item 1. Business
The partnership is a publicly-held limited partnership organized under the California Uniform Limited Partnership Act. The partnerships General Partner is Del Taco, Inc., a California corporation (General Partner). The partnership sold 8,751 units totaling $4.375 million through an offering of limited partnership units from March 1983 through March 1984. The term of the partnership agreement is until April 30, 2022 unless terminated earlier by means provided in the partnership agreement.
The business of the partnership is ownership and leasing of restaurants in California to Del Taco, Inc. The partnership acquired land and constructed six Mexican-American restaurants for long-term lease to Del Taco, Inc. Each property is leased for 35 years on a triple net basis. Rent is equal to twelve percent of gross sales of the restaurants. As of December 31, 2002, the partnership had a total of six properties leased to Del Taco (Del Taco, in turn, has subleased two of the restaurants).
The partnership has no full time employees. The partnership agreement assigns full authority for general management and supervision of the business affairs of the partnership to the General Partner. The General Partner has a one percent interest in the profits or losses and distributions of the partnership. Limited partners have no right to participate in the management or conduct of the partnerships business affairs.
2
Item 2. Properties
The partnership has acquired six properties with proceeds obtained from the sale of partnership units:
| Date of | Restaurant | Date of Commencement | ||||||
| Address | City, State | Acquisition | Constructed | of Operation (1) | ||||
| Riverside Avenue | Rialto, CA | September 28, 1984 | 60 seat with drive through service window |
February 12, 1985 | ||||
| Elden Avenue | Moreno Valley, CA | March 8, 1985 | 60 seat with drive through service window |
June 30, 1985 | ||||
| Foothill Boulevard | La Verne, CA | April 16, 1985 | 60 seat with drive through service window |
November 6, 1985 | ||||
| Baseline & Archibald | Rancho Cucamonga, CA | July 10, 1985 | 60 seat with drive through service window |
November 26, 1985 | ||||
| Elkhorn Boulevard | Sacramento, CA | August 22, 1985 | 60 seat with drive through service window |
January 15, 1986 | ||||
| Haven Avenue | Rancho Cucamonga, CA | September 20, 1985 | 60 seat with drive through service window |
February 14, 1986 |
| (1) | Commencement of operation is the first date Del Taco, Inc., as lessee, operated the facility on the site as a Del Taco restaurant. |
Item 3. Legal Proceedings
The partnership is not a party to any material pending legal proceedings.
Item 4. Submissions of Matters to a Vote of Security Holders
None.
3
PART II
Item 5. Market for the Partnerships Common Equity and Related Security Holder Matters
The partnership sold 8,751 ($4,375,500) limited partnership units during the public offering period ended March 20, 1984 and currently has 816 limited partners of record. There is no public market for the trading of the units. Distributions made by the partnership to the limited partners during the past three fiscal years are described in Note 6 to the Notes to the Financial Statements contained under Item 8.
Item 6. Selected Financial Data
The selected financial data presented as of and for the years ended December 31, 2002, 2001, 2000, 1999 and 1998, has been derived from the audited financial statements and should be read in conjunction with the financial statements and related notes as of December 31, 2002, 2001 and 2000 and Item 7.
| For the Year Ended December 31, | ||||||||||||||||||||
| 2002 | 2001 | 2000 | 1999 | 1998 | ||||||||||||||||
Rental revenue |
$ | 671,021 | $ | 637,217 | $ | 587,657 | $ | 537,905 | $ | 531,608 | ||||||||||
Interest and other income |
3,885 | 6,837 | 7,054 | 4,832 | 4,924 | |||||||||||||||
General and administrative
expense |
52,662 | 49,469 | 47,128 | 47,317 | 46,900 | |||||||||||||||
Depreciation expense |
43,772 | 43,772 | 43,772 | 43,772 | 43,772 | |||||||||||||||
Net income |
578,472 | 550,813 | 503,811 | 451,648 | 445,860 | |||||||||||||||
Net Income per limited
partnership unit (1) |
65.44 | 62.31 | 57.00 | 51.09 | 50.44 | |||||||||||||||
Cash distributions per
limited partnership unit |
69.02 | 65.14 | 60.36 | 56.29 | 53.84 | |||||||||||||||
Total assets |
2,396,792 | 2,421,831 | 2,443,133 | 2,459,643 | 2,497,164 | |||||||||||||||
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. |
4
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements discussion and analysis of financial condition, results of operations, liquidity and capital resources, and off balance sheet arrangements and contractual obligations contained within this report on Form 10-K is more clearly understood when read in conjunction with the notes to the financial statements. The notes to the financial statements elaborate on certain terms that are used throughout this discussion and provide information about the partnership and the basis of presentation used in this report on Form 10-K.
The six restaurants leased to Del Taco make up almost all of the income producing assets of the partnership. Therefore, the business of the partnership is almost entirely dependent on the success of the Del Taco trade name restaurants that lease the properties. The success of the restaurants is dependent on a large variety of factors, including, but not limited to, consumer demand and preference for fast food, in general, and for Mexican-American food in particular.
Liquidity and Capital Resources
The partnership offered limited partnership units for sale between March 1983 and March 1984. 15% of the $4.375 million raised through sale of limited partnership units was used to pay commissions to brokers and to reimburse the General Partner for offering costs incurred. Approximately $4 million of the remaining funds were used to acquire sites and build six restaurants.
The Partnerships only source of cash flow is rental income from the properties from the triple net leases. Such operating income has historically been and is expected to continue to be sufficient to fund the Partnerships operating expenses. Net cash provided by operating activities in excess of the Partnerships ongoing needs is distributed to the partners.
Off Balance Sheet Arrangements and Contractual Obligations
None.
Results of Operations
The partnership 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).
5
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Results of Operations (Continued)
The following table sets forth rental revenue earned by restaurant for the year:
| Year Ended December 31, | |||||||||||||
| 2002 | 2001 | 2000 | |||||||||||
Riverside Avenue, Rialto, CA |
$ | 104,700 | $ | 93,813 | $ | 88,097 | |||||||
Elden Avenue, Moreno Valley, CA |
120,993 | 109,006 | 96,295 | ||||||||||
Foothill Boulevard, La Verne, CA |
143,164 | 132,549 | 123,773 | ||||||||||
Baseline & Archibald, Rancho Cucamonga, CA |
112,040 | 110,375 | 99,757 | ||||||||||
Elkhorn Boulevard, Sacramento, CA |
71,613 | 77,249 | 67,124 | ||||||||||
Haven Avenue, Rancho Cucamonga, CA |
118,511 | 114,225 | 112,611 | ||||||||||
Total |
$ | 671,021 | $ | 637,217 | $ | 587,657 | |||||||
The partnership receives rental revenues equal to 12 percent of gross sales from the restaurants. The partnership earned rental revenue of $671,021 during the year ended December 31, 2002, which represents an increase of $33,804 from 2001. The increase in rental revenue was caused by an increase in sales at the restaurants under lease.
The partnership earned rental revenue of $637,217 during the year ended December 31, 2001, which represents an increase of $49,560 from 2000. The increase in rental revenue was caused by an increase in sales at the restaurants under lease.
The following table breaks down general and administrative expenses by type of expense:
Percentage of Total General & Admin. Expense
| Year Ended December 31, | ||||||||||||
| 2002 | 2001 | 2000 | ||||||||||
Accounting fees |
59.21 | % | 56.95 | % | 64.18 | % | ||||||
Distribution of information
to limited partners |
38.22 | 41.07 | 33.74 | |||||||||
Other |
2.57 | 1.98 | 2.08 | |||||||||
| 100.00 | % | 100.00 | % | 100.00 | % | |||||||
General and administrative costs increased by $3,193 from 2001 to 2002. The increase was caused primarily by increased costs for income tax preparation, annual audit fees and costs associated with leasing software.
6
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations (Continued)
General and administrative costs increased by $2,341 from 2000 to 2001. The increase was caused primarily by additional costs incurred during the fourth quarter of 2001 to lease new software. The new software was needed as a result of U.S. Government regulations which require the partnership to electronically file annual K-1 income tax forms with the Internal Revenue Service. The new software prepares and electronically files the income tax forms and maintains the underlying partnership database.
Depreciation expense was the same in both 2002 and 2001.
Net income increased by $27,659 from 2001 to 2002 due to the increase in revenues of $30,852 offset by the $3,193 increase in general and administrative expenses.
Recent Accounting Pronouncements
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 supersedes SFAS No. 121 and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30. It addresses financial accounting and reporting for the impairment of long-lived assets to be disposed of. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. Management adopted SFAS No. 144 on January 1, 2002. The adoption of SFAS No. 144 did not have an impact on the Companys results of operations or financial condition.
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146), which addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3 Liability Recognition for Certain Employee Terminations Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred as opposed to the date of an entitys commitment to an exit plan as required under EITF Issue No. 94-3. SFAS 146 also requires that measurement of the liability associated with exit or disposal activities be at fair value. SFAS 146 is effective for the Company for exit or disposal activities that are initiated after December 31, 2002. The implementation of SFAS 146 is not expected to have an impact on the Companys results of operations or financial condition.
Critical Accounting Policies and Estimates
Managements discussion and analysis of financial condition and results of operations, as well as disclosures included elsewhere in this report on Form 10-K are based upon the Partnerships financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Partnership believes the critical accounting policies that most impact the financial statements are described below. A summary of the significant accounting policies of the Partnership can be found in Note 1 to the Financial Statements which is included in Item 8 of this Form 10-K.
Revenue Recognition: Revenue is recognized based on 12 percent of gross sales of the restaurants which is recorded at the point of sale.
7
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations (Continued)
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 Statements 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 7a. Quantitative and Qualitative Disclosures About Market Risk.
None.
8
Item 8. Financial Statements
PART I. INFORMATION
| INDEX | PAGE NUMBER | |||
Report of Independent Accountants |
10 | |||
Report of Independent Public Accountants |
11 | |||
Balance Sheets at December 31, 2002 and 2001 |
12 | |||
Statements of Income for the years ended
December 31, 2002, 2001 and 2000 |
13 | |||
Statement of Changes in Partners Equity for
the three years ended December 31, 2002 |
14 | |||
Statements of Cash Flows for the years ended
December 31, 2002, 2001 and 2000 |
15 | |||
Notes to Financial Statements |
16-21 | |||
9
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Del Taco Restaurant Properties I:
In our opinion, the accompanying balance sheet and the related statements of income, partners equity, and cash flows present fairly, in all material respects, the financial position of Del Taco Restaurant Properties I (A California Limited Partnership) at December 31, 2002, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Companys management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The financial statements of Del Taco Restaurant Properties I as of December 31, 2001, and for each of the two years ended December 31, 2001 were audited by other independent accountants who have ceased operations. Those independent accountants expressed an unqualified opinion on those financial statements in their report dated February 15, 2002.
10
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The following report is a copy of a report previously issued by Arthur Andersen LLP and has not been reissued by 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, 2001 and 2000, and the related statements of income, partners equity and cash flows for each of the three years in the period ended December 31, 2001. These financial statements and the schedule referred to below are the responsibility of the Partnerships management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. 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, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The Real Estate and Accumulated Depreciation Schedule III is presented for purposes of complying with the Securities and Exchange Commissions rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
11
DEL TACO RESTAURANT PROPERTIES I
BALANCE SHEETS
| December 31, | ||||||||||||
| 2002 | 2001 | |||||||||||
ASSETS |
||||||||||||
CURRENT ASSETS: |
||||||||||||
Cash |
$ | 227,271 | $ | 210,853 | ||||||||
Receivable from Del Taco, Inc. |
58,246 | 56,139 | ||||||||||
Deposits |
808 | 600 | ||||||||||
Total current assets |
286,325 | 267,592 | ||||||||||
PROPERTY AND EQUIPMENT: |
||||||||||||
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 | |||||||||||
Lessaccumulated depreciation |
1,891,175 | 1,847,403 | ||||||||||
| 2,110,467 | 2,154,239 | |||||||||||
| $ | 2,396,792 | $ | 2,421,831 | |||||||||
LIABILITIES AND PARTNERS EQUITY |
||||||||||||
CURRENT LIABILITIES: |
||||||||||||
Payable to limited partners |
$ | 60,029 | $ | 46,293 | ||||||||
Accounts payable |
2,330 | 9,456 | ||||||||||
Total current liabilities |
62,359 | 55,749 | ||||||||||
PARTNERS EQUITY: |
||||||||||||
Limited partners |
2,070,991 | 2,102,324 | ||||||||||
General Partner-Del Taco, Inc. |
263,442 | 263,758 | ||||||||||
| 2,334,433 | 2,366,082 | |||||||||||
| $ | 2,396,792 | $ | 2,421,831 | |||||||||
The accompanying notes are an
integral part of these financial statements.
12
DEL TACO RESTAURANT PROPERTIES I
STATEMENTS OF INCOME
| Year Ended December 31, | ||||||||||||||
| 2002 | 2001 | 2000 | ||||||||||||
REVENUES: |
||||||||||||||
Rent |
$ | 671,021 | $ | 637,217 | $ | 587,657 | ||||||||
Interest |
2,660 | 5,387 | 5,904 | |||||||||||
Other |
1,225 | 1,450 | 1,150 | |||||||||||
| 674,906 | 644,054 | 594,711 | ||||||||||||
EXPENSES: |
||||||||||||||
General and administrative |
52,662 | 49,469 | 47,128 | |||||||||||
Depreciation |
43,772 | 43,772 | 43,772 | |||||||||||
| 96,434 | 93,241 | 90,900 | ||||||||||||
Net income |
$ | 578,472 | $ | 550,813 | $ | 503,811 | ||||||||
Net income per limited
partnership unit |
$ | 65.44 | $ | 62.31 | $ | 57.00 | ||||||||
The accompanying notes are an
integral part of these financial statements.
13
DEL TACO RESTAURANT PROPERTIES I
STATEMENT OF CHANGES IN PARTNERS EQUITY
Three years ended December 31, 2002
| Limited
Partners |
General | ||||||||||||||||
| Units | Amount | Partner | Total | ||||||||||||||
Balance, December 31, 1999 |
8,751 | $ | 2,156,509 | $ | 264,305 | $ | 2,420,814 | ||||||||||
Net income |
| 498,773 | 5,038 | 503,811 | |||||||||||||
Cash distributions |
| (528,246 | ) | (5,336 | ) | (533,582 | ) | ||||||||||
Balance, December 31, 2000 |
8,751 | 2,127,036 | 264,007 | 2,391,043 | |||||||||||||
Net income |
| 545,305 | 5,508 | 550,813 | |||||||||||||
Cash distributions |
| (570,017 | ) | (5,757 | ) | (575,774 | ) | ||||||||||
Balance, December 31, 2001 |
8,751 | 2,102,324 | 263,758 | 2,366,082 | |||||||||||||
Net income |
| 572,687 | 5,785 | 578,472 | |||||||||||||
Cash distributions |
| (604,020 | ) | (6,101 | ) | (610,121 | ) | ||||||||||
Balance, December 31, 2002 |
8,751 | $ | 2,070,991 | $ | 263,442 | $ | 2,334,433 | ||||||||||
The accompanying notes are an
integral part of these financial statements.
14
DEL TACO RESTAURANT PROPERTIES I
STATEMENTS OF CASH FLOWS
| Year Ended December 31, | ||||||||||||||
| 2002 | 2001 | 2000 | ||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||||||
Net income |
$ | 578,472 | $ | 550,813 | $ | 503,811 | ||||||||
Adjustments to reconcile net income to net
cash provided by operating activities: |
||||||||||||||
Depreciation |
43,772 | 43,772 | 43,772 | |||||||||||
Increase in receivable from General Partner |
(2,107 | ) | (2,808 | ) | (6,361 | ) | ||||||||
(Increase) decrease in deposits |
(208 | ) | 276 | (276 | ) | |||||||||
Increase in payable to limited partners |
13,736 | 4,356 | 10,936 | |||||||||||
Increase (decrease) in accounts payable |
(7,126 | ) | (697 | ) | 2,325 | |||||||||
Net cash provided by operating activities |
626,539 | 595,712 | 554,207 | |||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||||||
Cash distributions to partners |
(610,121 | ) | ||||||||||||