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Table of Contents

 

 

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 June 30, 2013

OR

 

¨ 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   33-0139247

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

25521 Commercentre Drive

Lake Forest, California

  92630
(Address of principal executive offices)   (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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

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.

 

 

 


Table of Contents

INDEX

DEL TACO RESTAURANT PROPERTIES III

 

      PAGE NUMBER  

PART I. FINANCIAL INFORMATION

  

Item 1. Financial Statements

  

Condensed Balance Sheets at June 30, 2013 (Unaudited) and December 31, 2012

     3   

Condensed Statements of Income for the three and six months ended June  30, 2013 and 2012 (Unaudited)

     4   

Condensed Statements of Cash Flows for the six months ended June 30, 2013 and 2012 (Unaudited)

     5   

Notes to Condensed Financial Statements (Unaudited)

     6   

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

     8   

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     10   

Item 4. Controls and Procedures

     10   

PART II. OTHER INFORMATION

  

Item 6. Exhibits

     11   

SIGNATURE

     12   

 

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Table of Contents

PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

DEL TACO RESTAURANT PROPERTIES III

CONDENSED BALANCE SHEETS

 

     June 30,
2013
    December 31,
2012
 
     (Unaudited  
ASSETS     

CURRENT ASSETS:

    

Cash

   $ 319,674      $ 326,328   

Receivable from Del Taco LLC

     85,482        80,664   

Other current assets

     2,163        1,654   
  

 

 

   

 

 

 

Total current assets

     407,319        408,646   
  

 

 

   

 

 

 

RESTRICTED CASH

     86,017        86,017   
  

 

 

   

 

 

 

PROPERTY AND EQUIPMENT:

    

Land

     3,284,629        3,284,629   

Land improvements

     494,254        494,254   

Buildings and improvements

     2,534,393        2,534,393   

Machinery and equipment

     1,306,171        1,306,171   
  

 

 

   

 

 

 
     7,619,447        7,619,447   

Less—accumulated depreciation

     3,644,004        3,607,798   
  

 

 

   

 

 

 
     3,975,443        4,011,649   
  

 

 

   

 

 

 
   $ 4,468,779      $ 4,506,312   
  

 

 

   

 

 

 
LIABILITIES AND PARTNERS’ EQUITY     

CURRENT LIABILITIES:

    

Payable to limited partners

   $ 82,180      $ 75,944   

Accounts payable

     23,603        25,258   
  

 

 

   

 

 

 

Total current liabilities

     105,783        101,202   
  

 

 

   

 

 

 

OBLIGATION TO GENERAL PARTNER

     577,510        577,510   
  

 

 

   

 

 

 

PARTNERS’ EQUITY:

    

Limited partners; 47,261 units outstanding at June 30, 2013 and December 31, 2012

     3,830,727        3,872,420   

General partner-Del Taco LLC

     (45,241     (44,820
  

 

 

   

 

 

 
     3,785,486        3,827,600   
  

 

 

   

 

 

 
   $ 4,468,779      $ 4,506,312   
  

 

 

   

 

 

 

See accompanying notes to condensed financial statements.

 

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Table of Contents

DEL TACO RESTAURANT PROPERTIES III

CONDENSED STATEMENTS OF INCOME

(Unaudited)

 

     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
     2013      2012      2013      2012  

RENTAL REVENUES

   $ 258,486       $ 245,626       $ 499,449       $ 481,921   
  

 

 

    

 

 

    

 

 

    

 

 

 

EXPENSES:

           

General and administrative

     18,129         21,158         61,209         63,177   

Depreciation

     18,103         18,103         36,206         36,206   
  

 

 

    

 

 

    

 

 

    

 

 

 
     36,232         39,261         97,415         99,383   
  

 

 

    

 

 

    

 

 

    

 

 

 

Operating income

     222,254         206,365         402,034         382,538   

OTHER INCOME:

           

Interest

     135         121         262         238   

Other

     675         775         925         1,750   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income

   $ 223,064       $ 207,261       $ 403,221       $ 384,526   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income per limited partnership unit (note 3)

   $ 4.67       $ 4.34       $ 8.45       $ 8.05   
  

 

 

    

 

 

    

 

 

    

 

 

 

Number of units used in computing per unit amounts

     47,261         47,261         47,261         47,261   
  

 

 

    

 

 

    

 

 

    

 

 

 

See accompanying notes to condensed financial statements.

 

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Table of Contents

DEL TACO RESTAURANT PROPERTIES III

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     Six Months Ended
June 30,
 
     2013     2012  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income

   $ 403,221      $ 384,526   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation

     36,206        36,206   

Changes in operating assets and liabilities:

    

Receivable from Del Taco LLC

     (4,818     (2,491

Other current assets

     (509     (488

Payable to limited partners

     6,236        4,691   

Accounts payable

     (1,655     (11,486
  

 

 

   

 

 

 

Net cash provided by operating activities

     438,681        410,958   

CASH FLOWS FROM FINANCING ACTIVITIES -

    

Cash distributions to partners

     (445,335     (385,865
  

 

 

   

 

 

 

Net change in cash

     (6,654     25,093   

Beginning cash balance

     326,328        277,636   
  

 

 

   

 

 

 

Ending cash balance

   $ 319,674      $ 302,729   
  

 

 

   

 

 

 

See accompanying notes to condensed financial statements.

 

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Table of Contents

DEL TACO RESTAURANT PROPERTIES III

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013

UNAUDITED

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, 2012 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 June 30, 2013, the results of operations for the three and six month periods ended June 30, 2013 and 2012 and cash flows for the six month periods ended June 30, 2013 and 2012 have been included. Operating results for the three and six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Amounts related to disclosure of December 31, 2012 balances within these condensed financial statements were derived from the audited 2012 financial statements.

Management has evaluated events subsequent to June 30, 2013 through the date that the accompanying condensed financial statements were filed with the Securities and Exchange Commission for transactions and other events which may require adjustment of and/or disclosure in such financial statements.

NOTE 2—RESTRICTED CASH

At June 30, 2013 and December 31, 2012, the Partnership had a restricted cash balance of $86,017. The restricted cash results from a death and disability fund that the Company is required to maintain under the terms of the Partnership agreement. 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.

NOTE 3—NET INCOME PER LIMITED PARTNERSHIP UNIT

Net income per limited partnership unit is based on net income attributable to the limited partners (after one percent allocation to the general partner) using the weighted average number of units outstanding during the periods presented which amounted to 47,261 in 2013 and 2012.

Pursuant to the partnership agreement, annual partnership income or loss is allocated one percent to Del Taco LLC, formerly known as 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 2022 to 2024. Pursuant to the lease agreements, minimum rentals of $3,500 per month are due to the Partnership during the first six months of any non-operating period caused by an insured casualty loss.

 

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Table of Contents

DEL TACO RESTAURANT PROPERTIES III

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013

UNAUDITED

NOTE 4—LEASING ACTIVITIES—continued

 

For the three months ended June 30, 2013, the restaurants operated by Del Taco, for which the Partnership is the lessor, had combined, unaudited sales of $2,154,048 and unaudited net losses of $5,957, as compared to unaudited sales of $2,046,881 and unaudited net losses of $24,570 for the corresponding period in 2012. Net income or loss of each restaurant includes charges for general and administrative expenses incurred in connection with supervision of restaurant operations and interest expense and the decrease in net loss from the corresponding period of the prior year primarily relates to increased sales and decreases in operating costs.

For the six months ended June 30, 2013, the restaurants operated by Del Taco, for which the Partnership is the lessor, had combined, unaudited sales of $4,162,078 and unaudited net losses of $45,155, as compared to unaudited sales of $4,016,006 and unaudited net losses of $45,943 for the corresponding period in 2012. Net income or loss of each restaurant includes charges for general and administrative expenses incurred in connection with supervision of restaurant operations and interest expense and the decrease in net loss from the corresponding period of the prior year primarily relates to increased sales and decreases in operating costs.

NOTE 5—TRANSACTIONS WITH DEL TACO

The receivable from Del Taco consists primarily of rent accrued for the month of June 2013. The June rent receivable was collected in July 2013.

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

Total cash distributions declared and paid in February and June 2013 were $237,696 and $207,639, respectively. On July 24, 2013, a distribution to the limited partners of $230,471, or approximately $4.87 per limited partnership unit, was declared. Such distribution was paid on August 7, 2013. The General Partner also received a distribution of $2,328 with respect to its one percent partnership interest in August 2013.

NOTE 7—PAYABLE TO LIMITED PARTNERS

Payable to limited partners represents a reclassification from cash for distribution checks made to limited partners that have remained outstanding for six months or longer.

NOTE 8—CONCENTRATION OF RISK

The restaurants leased to Del Taco make up all of the income producing assets of the Partnership and contributed all of the Partnership’s rental revenues during the three and six months ended June 30, 2013 and 2012. Therefore, the business of the Partnership is entirely dependent on the success of the Del Taco trade name restaurants that lease the properties.

The Partnership maintains substantially all of its cash and cash equivalents at one major commercial bank. Although the Partnership at times maintains balances that exceed the federally insured limit, it has not experienced any losses related to these balances and management believes the credit risk to be minimal.

 

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Table of Contents
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. $12 million was raised through the sale of limited partnership units and used to acquire sites and build ten restaurants and also to pay commissions to brokers and to reimburse Del Taco LLC (the General Partner or Del Taco) for offering costs incurred. 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 and one restaurant was sold in December 2011.

The 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.

As described in Note 2 to the Notes to the Financial Statements, the Partnership has a death and disability redemption fund totaling $86,017 at June 30, 2013. 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 properties that are under long-term lease to Del Taco for restaurant operations.

The following table sets forth rental revenue earned by restaurant (unaudited):

 

     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
     2013      2012      2013      2012  

Rancho California Plaza, Rancho California, CA

   $ 43,240       $ 40,192       $ 83,809       $ 80,331   

East Vista Way, Vista, CA

     27,816         27,624         53,571         53,925   

4th Street, Perris, CA

     32,843         31,177         62,943         59,476   

Foothill Blvd., Upland, CA

     36,431         30,657         69,154         59,877   

East Valley Blvd., Walnut, CA

     20,612         20,311         40,044         39,418   

Lassen Street, Chatsworth, CA

     37,381         36,142         72,774         71,550   

Hesperia Road, Victorville, CA

     38,959         37,472         75,233         73,917   

W. Sepulveda Blvd., Los Angeles, CA

     21,204         22,051         41,921         43,427   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 258,486       $ 245,626       $ 499,449       $ 481,921   
  

 

 

    

 

 

    

 

 

    

 

 

 

The Partnership receives rental revenues equal to 12 percent of gross sales from the restaurants. The Partnership earned rental revenue of $258,486 during the three month period ended June 30, 2013, which represents an increase of $12,860 from the corresponding period in 2012. The Partnership earned rental revenue of $499,449 during the six month period ended June 30, 2013, which represents an increase of $17,528 from the corresponding period in 2012. The changes in rental revenues between 2012 and 2013 are directly attributable to changes in sales levels at the restaurants under lease due to local competitive and industry factors.

 

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

 

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

Percent of Total

General & Administrative Expense

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2013     2012     2013     2012  

Accounting fees

     44.52     38.23     65.19     63.55

Distribution of information to limited partners

     55.48     61.77     34.81     36.45
  

 

 

   

 

 

   

 

 

   

 

 

 
     100.00     100.00     100.00     100.00
  

 

 

   

 

 

   

 

 

   

 

 

 

General and administrative costs decreased during the three and six month periods primarily due to decreased costs for printing.

For the three month period ended June 30, 2013, net income increased by $15,803 from 2012 to 2013 due to the increase in revenues of $12,860 and the decrease in general and administrative expenses of $3,029, partially offset by the decrease in interest and other income of $86. For the six month period ended June 30, 2013, net income increased by $18,695 from 2012 to 2013 due to the increase in revenues of $17,528 and the decrease in general and administrative expenses of $1,968, partially offset by the decrease in interest and other income of $801.

Significant Recent Accounting Pronouncements

None.

Off-Balance Sheet Arrangements

None.

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, 2012 Form 10-K.

Revenue Recognition: Rental revenue is recognized based on 12 percent of gross sales of the restaurants for the corresponding period, and is earned at the point of sale.

 

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Table of Contents
Item 2. Management’s 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 authoritative guidance issued by the Financial Accounting Standards Board that requires 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.

 

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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Table of Contents

PART II. OTHER INFORMATION

There is no information required to be reported for any items under Part II, except as follows:

 

Item 6. Exhibits

 

  (a) Exhibits

 

     31.1       Paul J. B. Murphy, III’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     31.2       Steven L. Brake’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     32.1       Certification pursuant to Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     101.INS       XBRL Instance Document*
     101.SCH       XBRL Taxonomy Extension Schema Document*
     101.CAL       XBRL Taxonomy Extension Calculation Linkbase Document*
     101.LAB       XBRL Taxonomy Extension Label Linkbase Document*
     101.PRE       XBRL Taxonomy Extension Presentation Linkbase Document*

 

* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.

 

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Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 LLC  
  General Partner  
Date: August 14, 2013  

/s/ Steven L. Brake

 
  Steven L. Brake  
  Chief Financial Officer  
  (Principal Financial Officer)  

 

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