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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
þ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2012
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. 0-16190
DEL TACO RESTAURANT PROPERTIES II
(A California limited partnership)
(Exact name of registrant as specified in its charter)
California | 33-0064245 | |
(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 þ 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 þ 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 | þ | (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 þ
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Form S-11 Registration Statement filed December 17, 1982 are incorporated by reference into Part IV of this report.
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DEL TACO RESTAURANT PROPERTIES II
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PART I. | FINANCIAL INFORMATION |
ITEM I. | FINANCIAL STATEMENTS |
DEL TACO RESTAURANT PROPERTIES II
CONDENSED BALANCE SHEETS
June 30, 2012 | December 31, 2011 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash | $ | 168,783 | $ | 169,872 | ||||
Receivable from Del Taco LLC | 44,549 | 44,281 | ||||||
Other current assets | 1,713 | 1,534 | ||||||
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Total current assets | 215,045 | 215,687 | ||||||
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PROPERTY AND EQUIPMENT: | ||||||||
Land | 1,430,345 | 1,430,345 | ||||||
Land improvements | 375,661 | 375,661 | ||||||
Buildings and improvements | 1,238,879 | 1,238,879 | ||||||
Machinery and equipment | 898,950 | 898,950 | ||||||
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3,943,835 | 3,943,835 | |||||||
Less-accumulated depreciation | 2,175,230 | 2,157,532 | ||||||
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1,768,605 | 1,786,303 | |||||||
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$ | 1,983,650 | $ | 2,001,990 | |||||
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LIABILITIES AND PARTNERS’ EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Payable to limited partners | $ | 45,058 | $ | 44,363 | ||||
Accounts payable | 23,741 | 27,697 | ||||||
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Total current liabilities | 68,799 | 72,060 | ||||||
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PARTNERS’ EQUITY: | ||||||||
Limited partners; 27,006 units outstanding at June 30, 2012 and December 31, 2011 | 1,944,754 | 1,959,682 | ||||||
General partner-Del Taco LLC | (29,903 | ) | (29,752 | ) | ||||
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1,914,851 | 1,929,930 | |||||||
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$ | 1,983,650 | $ | 2,001,990 | |||||
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See accompanying notes to condensed financial statements.
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DEL TACO RESTAURANT PROPERTIES II
CONDENSED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
RENTAL REVENUES | $ | 134,791 | $ | 137,060 | $ | 264,849 | $ | 267,629 | ||||||||
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EXPENSES: | ||||||||||||||||
General and administrative | 17,570 | 13,237 | 56,664 | 51,439 | ||||||||||||
Depreciation | 8,849 | 8,849 | 17,698 | 17,698 | ||||||||||||
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26,419 | 22,086 | 74,362 | 69,137 | |||||||||||||
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Operating income | 108,372 | 114,974 | 190,487 | 198,492 | ||||||||||||
OTHER INCOME: | ||||||||||||||||
Interest | 48 | 45 | 94 | 90 | ||||||||||||
Other | 450 | 800 | 975 | 1,300 | ||||||||||||
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Net income | $ | 108,870 | $ | 115,819 | $ | 191,556 | $ | 199,882 | ||||||||
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Net income per limited partnership unit (note 2) | $ | 3.99 | $ | 4.25 | $ | 7.02 | $ | 7.33 | ||||||||
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Number of units used in computing per unit amounts | 27,006 | 27,006 | 27,006 | 27,006 | ||||||||||||
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See accompanying notes to condensed financial statements.
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DEL TACO RESTAURANT PROPERTIES II
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30, | ||||||||
2012 | 2011 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income | $ | 191,556 | $ | 199,882 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation | 17,698 | 17,698 | ||||||
Changes in operating assets and liabilities: | ||||||||
Receivable from Del Taco LLC | (268 | ) | 2,023 | |||||
Other current assets | (179 | ) | 304 | |||||
Payable to limited partners | 695 | 3,840 | ||||||
Accounts payable | (3,956 | ) | (4,673 | ) | ||||
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Net cash provided by operating activities | 205,546 | 219,074 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES - | ||||||||
Cash distributions to partners | (206,635 | ) | (223,627 | ) | ||||
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Net change in cash | (1,089 | ) | (4,553 | ) | ||||
Beginning cash balance | 169,872 | 162,482 | ||||||
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Ending cash balance | $ | 168,783 | $ | 157,929 | ||||
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See accompanying notes to condensed financial statements.
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DEL TACO RESTAURANT PROPERTIES II
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2012
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, 2011 for Del Taco Restaurant Properties II (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, 2012, the results of operations for the three and six month periods ended June 30, 2012 and 2011 and cash flows for the six month periods ended June 30, 2012 and 2011 have been included. Operating results for the three and six months ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. Amounts related to disclosure of December 31, 2011 balances within these condensed financial statements were derived from the audited 2011 financial statements.
Management has evaluated events subsequent to June 30, 2012 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 - 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 27,006 in 2012 and 2011.
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 previously allocated. Additional gains will be allocated 15 percent to the General Partner and 85 percent to the limited partners.
NOTE 3 - LEASING ACTIVITIES
The Partnership leases five 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 terminate in the years 2021 to 2023. 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.
For the three months ended June 30, 2012, the five restaurants operated by Del Taco, for which the Partnership is the lessor, had combined, unaudited sales of $1,123,261 and unaudited net losses of $32,510 as compared to unaudited sales of $1,142,163 and unaudited net losses of $25,006 for the corresponding period in 2011. 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 increase in net loss from the corresponding period of the prior year relates to an increase in operating costs.
For the six months ended June 30, 2012, the five restaurants operated by Del Taco, for which the Partnership is the lessor, had combined, unaudited sales of $2,207,077 and unaudited net losses of $79,466 as compared to unaudited sales of $2,230,244 and unaudited net losses of $88,467 for the corresponding period in 2011. 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 relates to a decrease in operating costs.
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DEL TACO RESTAURANT PROPERTIES II
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2012
UNAUDITED
NOTE 4 - TRANSACTIONS WITH DEL TACO
The receivable from Del Taco consists primarily of rent accrued for the month of June 2012. The June rent receivable was collected in July 2012.
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 5 with respect to certain distributions to the General Partner.
NOTE 5 - DISTRIBUTIONS
Total cash distributions declared and paid in February and May 2012 were $102,510 and $104,125, respectively. On July 24, 2012, a distribution to the limited partners of $117,538, or approximately $4.35 per limited partnership unit, was declared. Such distribution was paid on August 3, 2012. The General Partner also received a distribution of $1,187 with respect to its one percent partnership interest in August 2012.
NOTE 6 - 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 7 - CONCENTRATION OF RISK
The five 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, 2012 and 2011. 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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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Liquidity and Capital Resources
Del Taco Restaurant Properties II (the “Partnership” or the “Company”) offered limited partnership units for sale between September 1984 and December 1985. $6.751 million was raised through the sale of limited partnership units and used to acquire sites and build seven restaurants and also to pay commissions to brokers and to reimburse Del Taco LLC (the General Partner or Del Taco) for offering costs incurred. Two restaurants were sold in 1994.
The five 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.
Results of Operations
The Partnership owned seven properties that were under long-term lease to Del Taco for restaurant operations. Two restaurants were sold in 1994 and five are currently operating.
The following table sets forth rental revenue earned by restaurant (unaudited):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Bear Valley Rd., Victorville, CA | $ | 21,583 | $ | 23,616 | $ | 43,252 | $ | 46,677 | ||||||||
West Valley Blvd., Colton, CA | 34,081 | 33,040 | 67,032 | 65,140 | ||||||||||||
Palmdale Blvd., Palmdale, CA | 17,193 | 17,638 | 34,338 | 34,568 | ||||||||||||
DeAnza Country Shopping Center, Pedley, CA | 31,964 | 29,951 | 63,229 | 58,680 | ||||||||||||
Varner Road, Thousand Palms, CA | 29,970 | 32,815 | 56,998 | 62,564 | ||||||||||||
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Total | $ | 134,791 | $ | 137,060 | $ | 264,849 | $ | 267,629 | ||||||||
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The Partnership receives rental revenues equal to 12 percent of gross sales from the restaurants. The Partnership earned rental revenue of $134,791 during the three month period ended June 30, 2012, which represents a decrease of $2,269 from the corresponding period in 2011. The Partnership earned rental revenue of $264,849 during the six month period ended June 30, 2012, which represents a decrease of $2,780 from the corresponding period in 2011. The changes in rental revenues between 2012 and 2011 are directly attributable to changes in sales levels at the restaurants under lease due to local competitive and industry factors.
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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:
Percentage of Total | ||||||||||||||||
General & Administrative Expense | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Accounting fees | 43.98 | % | 46.50 | % | 68.88 | % | 73.19 | % | ||||||||
Distribution of information to limited partners | 56.02 | % | 53.50 | % | 31.12 | % | 26.81 | % | ||||||||
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100.00 | % | 100.00 | % | 100.00 | % | 100.00 | % | |||||||||
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General and administrative costs increased during the three and six month periods primarily due to increased costs for printing primarily related to a mandatory new filing process known as XBRL and software licensing fees that were incurred in a different quarter than the previous year.
For the three month period ended June 30, 2012, net income decreased by $6,949 from 2011 to 2012 due to the decrease in revenues of $2,269, the decrease in interest and other income of $347, and the increase in general and administrative expenses of $4,333. For the six month period ended June 30, 2012, net income decreased by $8,326 from 2011 to 2012 due to the decrease in revenues of $2,780, the decrease in interest and other income of $321 and the increase in general and administrative expenses of $5,225.
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, 2011 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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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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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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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 II | ||||||
(a California limited partnership) | ||||||
Registrant | ||||||
Del Taco LLC | ||||||
General Partner | ||||||
Date:August 14, 2012 | /s/ Steven L. Brake | |||||
Steven L. Brake | ||||||
Chief Financial Officer | ||||||
(Principal Financial Officer) |
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