1 ================================================================================ 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, 1997 ---------------------------------------------- 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. 33-2462 DEL TACO RESTAURANT PROPERTIES III A CALIFORNIA LIMITED PARTNERSHIP (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 33-0139247 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 23041 AVENIDA DE LA CARLOTA, LAGUNA HILLS, CALIFORNIA 92653 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (714) 462-9300 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 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 ___ ================================================================================ 2 INDEX DEL TACO RESTAURANT PROPERTIES III ---------------------------------- PART I. FINANCIAL INFORMATION PAGE NUMBER - ------------------------------ ----------- Item 1. Financial Statements and Supplementary Data Balance Sheets at June 30, 1997 (Unaudited) and December 31, 1996 3 Statements of Income for the three and six months ended June 30, 1997 and 1996 (Unaudited) 4 Statements of Cash Flows for the six months ended June 30, 1997 and 1996 (Unaudited) 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II. OTHER INFORMATION - -------------------------- Item 6. Exhibits and Reports on Form 8-K 13 SIGNATURES 14 - ---------- -2- 3 DEL TACO RESTAURANT PROPERTIES III ---------------------------------- BALANCE SHEETS -------------- JUNE 30 December 31, 1997 1996 ----------- ------------ (UNAUDITED) ASSETS ------ CURRENT ASSETS: Cash $ 177,792 $ 190,185 Receivable from General Partner (Note 5) 61,906 57,288 Deposits 1,000 1,000 ---------- ---------- Total current assets 240,698 248,473 ---------- ---------- RESTRICTED CASH (NOTE 2) 107,809 110,617 REAL ESTATE HELD FOR SALE (NOTE 7) 274,500 274,500 PROPERTY AND EQUIPMENT, AT COST 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 2,304,791 2,172,025 ---------- ---------- 6,579,056 6,711,822 ---------- ---------- $7,202,063 $7,345,412 ========== ========== LIABILITIES AND PARTNERS' EQUITY -------------------------------- CURRENT LIABILITIES: Payable to Limited Partners $ 3,925 $ 4,181 Accounts Payable 1,724 3,000 ----------- ----------- Total current liabilities 5,649 7,181 ----------- ----------- OBLIGATION TO GENERAL PARTNER 577,510 577,510 ----------- ----------- PARTNERS' EQUITY Limited Partners 6,651,179 6,791,606 General Partner-Del Taco, Inc. (32,275) (30,885) ----------- ----------- 6,618,904 6,760,721 ----------- ----------- $ 7,202,063 $ 7,345,412 =========== =========== The accompanying notes are an integral part of these financial statements -3- 4 DEL TACO RESTAURANT PROPERTIES III ---------------------------------- STATEMENTS OF INCOME -------------------- (UNAUDITED) ----------- THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 1997 1996 1997 1996 -------- -------- -------- --------- REVENUES: Rent (Notes 4 and 5) $185,614 $181,006 $356,207 $351,195 Interest 2,502 2,093 5,377 4,277 Other 425 275 675 325 -------- -------- -------- -------- 188,541 183,374 362,259 355,797 -------- -------- -------- -------- EXPENSES: General and administrative 9,304 9,729 31,884 34,044 Depreciation 66,383 71,692 132,766 143,376 -------- -------- -------- -------- 75,687 81,421 164,650 177,420 -------- -------- -------- -------- Net income $112,854 $101,953 $197,609 $178,377 ======== ======== ======== ======== Net income per Limited Partnership Unit (Note 3) $ 2.36 $ 2.13 $ 4.13 $ 3.72 ======== ======== ======== ======== The accompanying notes are an integral part of these financial statements. -4- 5 DEL TACO RESTAURANT PROPERTIES III STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30 1997 1996 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 197,609 $ 178,377 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 132,766 143,376 Increase (decrease)in payable to Limited Partners (256) 1,027 (Increase) decrease in receivable from General Partner (4,618) 3,020 Decrease in accounts payable (1,276) (1,424) --------- --------- Net cash provided by operating activities 324,225 324,376 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Decrease in restricted cash 2,808 -- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Redemption of Limited Partnership Units (2,808) -- Cash distribution to partners (336,618) (332,907) --------- --------- Net decrease in cash (12,393) (8,531) Beginning cash balance 190,185 184,497 --------- --------- Ending cash balance $ 177,792 $ 175,966 ========= ========= The accompanying notes are an integral part of these financial statements. -5- 6 DEL TACO RESTAURANT PROPERTIES III ---------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- JUNE 30, 1997 ------------- NOTE 1 - BASIS OF PRESENTATION The accompanying financial statements, some of which are unaudited, have been prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles for complete financial statements and should therefore be read in conjunction with the financial statements and notes thereto contained in the Registrant's annual report on Form 10-K for the year ended December 31, 1996. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the partnership's financial position at June 30, 1997, the results of operations and cash flows for the six month periods ended June 30, 1997 and 1996 have been included. Operating results for the three and six months ended June 30, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. In fiscal 1996, the Registrant adopted Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of Long Lived Assets and for Long Lived Assets to be Disposed of." SFAS 121 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 of fair value less cost to sell. The adoption of SFAS No. 121 did not have a material effect on the Registrant's financial statements. -6- 7 DEL TACO RESTAURANT PROPERTIES III ---------------------------------- NOTES TO FINANCIAL STATEMENTS - CONTINUED ----------------------------------------- JUNE 30, 1997 ------------- NOTE 2 - RESTRICTED CASH At June 30, 1997 the partnership had a restricted cash balance of $107,809. The restricted cash is a death and disability redemption fund. Such fund is maintained in an interest bearing account at a major commercial bank. A Limited Partner has the right, under certain circumstances involving such Limited Partner's death or disability, to tender to the Registrant for redemption all of the Units owned of record by such Limited Partner. The redemption price will be equal to the partners capital account balance as of the redemption date. The death and disability fund was established in 1987. The fund was limited to two percent of the gross proceeds from sale of the limited partnership units. Requests for redemption made after the funds in the death and disability fund are depleted will not be accepted. NOTE 3 - NET INCOME PER LIMITED PARTNERSHIP UNIT Net income per Limited Partnership Unit is based upon the weighted average number of Units outstanding during the periods presented which amounted to 47,402 in 1997 and 47,498 in 1996. Pursuant to the Partnership agreement, annual partnership income or loss is allocated one percent to the General Partner and 99 percent to the Limited Partners. Partnership gains from any sale or refinancing will be allocated one percent to the General Partner and 99 percent to the Limited Partners until allocated gains and profits equal losses, distributions and syndication costs, and until each class of Limited Partners receive their priority return as defined in the Partnership Agreement. Additional gains will be allocated 15 percent to the General Partner and 85 percent to the Limited Partners. NOTE 4 - LEASING ACTIVITIES The Registrant leases (the "Leases") certain properties (the "Properties") for operation of restaurants to Del Taco, Inc. ("General Partner") on a triple net basis. The Registrant had a total of ten Properties leased to Del Taco as of June 30, 1997 (Del Taco, in turn, has subleased two of the restaurants). The Leases are for terms of 35 years commencing with the completion of the restaurant facility located on each Property and require monthly rentals equal to 12 percent of the gross sales of the restaurants. There is no minimum rental under any of the Leases, except for the restaurant location in Twentynine Palms, California. In accordance with an agreement entered into November 30, 1993, effective February 1, 1994, the Del Taco restaurant in Twentynine Palms, California ceased operation as a Del Taco and reopened on February 3, 1994 under the trade name of Bobby Lyle's Incredible -7- 8 DEL TACO RESTAURANT PROPERTIES III ---------------------------------- NOTES TO FINANCIAL STATEMENTS - CONTINUED ----------------------------------------- JUNE 30, 1997 ------------- NOTE 4 - LEASING ACTIVITIES - (CONTINUED) Edibles. In connection with the agreement, the lease agreement has been amended to reflect a base rent of $3,333.33 per month and overage rent of 12% of sales for annual sales greater than $333,333. On July 22, 1996, the subleasee ceased operation at the Twentynine Palms property (see Note 7). For the three months ended June 30, 1997, the eight restaurants operated by Del Taco, for which the Registrant is the lessor, had combined, unaudited sales of $1,361,911 and net income of $41,624 as compared to $1,329,966 and $37,140 respectively, for the corresponding period in 1996. Net income by restaurant includes charges for general and administrative expenses incurred in connection with supervision of restaurant operations and interest expense. For the three months ended June 30, 1997, the one restaurant operated by a Del Taco franchisee, for which the Registrant is the lessor, had unaudited sales of $101,539 as compared with $95,084 during the same period in 1996. For the six months ended June 30, 1997, the eight restaurants operated by Del Taco, for which the Registrant is the lessor, had combined, unaudited sales of $2,609,029 and net income of $76,982 as compared to $2,577,119 and $61,462 respectively, for the corresponding period in 1996. For the six months ended June 30, 1997, the one restaurant operated by a Del Taco franchisee, for which the Registrant is the lessor, had unaudited sales of $192,696 as compared with $182,839 during the same period in 1996. For the three months and six months ended June 30, 1997, the East Valley Blvd., restaurant in Walnut, California reported net losses of $5,686 and $12,087 as compared to net losses of $5,112 and $8,553 respectively, for the corresponding period in 1996. For the three months and six months ended June 30, 1997, the Puente Hills Plaza restaurant in Industry, California reported net losses of $12 and $1,345 as compared to net losses of $4,044 and $5,611 respectively, for the corresponding period in 1996. For the three months and six months ended June 30, 1997, the Hesperia Road restaurant in Victorville, California reported net income of $1,098 and $2,608 as compared to net losses of $516 and $3,493 respectively, for the corresponding period in 1996. -8- 9 DEL TACO RESTAURANT PROPERTIES III ---------------------------------- NOTES TO FINANCIAL STATEMENTS - CONTINUED ----------------------------------------- JUNE 30, 1997 ------------- NOTE 5 - TRANSACTIONS WITH DEL TACO The receivable from General Partner consists primarily of rent accrued for the month of June. The June rent was collected on July 10, 1997. Del Taco, Inc. serves in the capacity of general partner in other partnerships which are engaged in the business of operating restaurants, and four partnerships which were formed for the purpose of acquiring real property in California for construction of Mexican-American restaurants for lease under long-term agreements to Del Taco, Inc. for operation under the Del Taco trade name. In addition, see Note 6 with respect to certain distributions to the General Partner. NOTE 6 - DISTRIBUTIONS On July 12, 1997, a distribution to the Limited Partners of $164,398 or approximately $3.47 per Limited Partnership Unit, was approved. Such distribution was paid on July 23, 1997. The General Partner also received a distribution of $1,661 with respect to its 1% partnership interest. NOTE 7 - REAL ESTATE HELD FOR SALE In the third quarter of 1996, the Twentynine Palms location was reviewed for suitability as a continuing partnership property and it was concluded that the site is no longer suitable for operation of a Del Taco restaurant or as a partnership investment under a sublease arrangement. After the review of the site suitability, an estimate of current market value was prepared by an independent real estate appraiser. As a result of the review, the Twentynine Palms location was listed for sale with a broker and the property was written down to its estimated fair value. Accordingly, the carrying value of the Twentynine Palms property was adjusted down to $274,500. -9- 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources - ------------------------------- The Registrant commenced offering of Limited Partnership Units on February 21, 1986. By June 1, 1987, the sale of such Units provided a total capitalization for the Registrant of $12,001,000 including $1,000 attributable to the Original Limited Partner. 14.7 percent of the cash received from the sale of Limited Partnership Units was used to pay commissions to brokers and to reimburse the General Partner for offering costs incurred. Approximately $9,500,000 of the remaining funds were expended for the acquisition of sites and construction of ten restaurants. During 1987, the first three restaurants opened for business. Four additional restaurants opened in 1988, two additional restaurants opened in 1989, and the tenth restaurant opened in 1990. In February 1992, the Registrant distributed to Limited Partners of record on December 31, 1991 $280,553 of net proceeds not utilized as reserves and not invested in Properties. Since the ten restaurants owned by the Registrant opened, cash flow from Lease payments received from Del Taco, the Registrant's General Partner, which leases all ten restaurants (two of which have been subleased), have provided adequate liquidity for operation of the Registrant. However, the Registrant's overwhelmingly predominant source of income to meet its expenses and fund distributions to its Limited Partners is payments from Del Taco under the Leases, comprising primarily rent calculated on the basis of the gross sales of the restaurants operated on the Properties, as to which, except for the restaurant located in Twentynine Palms, there are no contractually specified minimum or guaranteed amounts. Thus, the adequacy of the Registrant's liquidity and capital resources in the future will depend primarily upon the gross revenues of such restaurants as well as upon Del Taco's financial condition and results of operations generally. The June 30, 1997 restricted cash balance is a death and disability redemption fund totaling $107,809. Such fund is maintained in an interest bearing account at a major commercial bank. A Limited Partner has the right, under certain circumstances involving such Limited Partner's death or disability, to tender to the Registrant for redemption all of the Units owned of record by such Limited Partner. The redemption price will be equal to the partners capital account balance as of the redemption date. The death and disability fund was established in 1987. The fund was limited to two percent of the gross proceeds from sale of the limited partnership units. Requests for redemption made after the funds in the death and disability fund are depleted will not be accepted. All questions regarding the eligibility of a Limited Partner or the estate of a deceased Limited Partner to participate in the redemption fund are determined by the Special Limited Partner. -10- 11 Results of Operations - --------------------- The Registrant owns ten properties that are under long-term lease to Del Taco for restaurant operations (Del Taco, in turn, has subleased two of the restaurants, one of which ceased operation as a Del Taco franchise February 1, 1994 and reopened February 3, 1994 under the trade name of Bobby Lyle's Incredible Edibles). On July 22, 1996, the subleasee ceased operation at the Twentynine Palms location. In the third quarter of 1996, the Twentynine Palms location was reviewed for suitability as a continuing partnership property and it was concluded that the site was no longer suitable for operation of a Del Taco restaurant or as a partnership investment under a sublease arrangement. After the review of the site suitability, an estimate of current market value was prepared by an independent real estate appraiser. As a result of the review, the Twentynine Palms location was listed for sale with a broker and the property was written down to its estimated fair value. Accordingly, the carrying value of the Twentynine Palms property was adjusted down to $274,500. The Registrant had rental revenue of $185,614 for the three months ended June 30, 1997, representing an increase from the rental revenues of $181,006 during the same period in 1996. The Registrant had rental revenues of $356,207 for the six months ended June 30, 1997, representing an increase from the rental revenues of $351,195 during the same period in 1996. Such increases are directly attributable to increased sales at the restaurants. The following table sets forth rental revenue earned by restaurant for the quarter and year to date: THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 1997 1996 1997 1996 ---- ---- ---- ---- Rancho California Plaza, $ 29,183 $ 32,221 $ 56,231 $ 62,162 Rancho California, CA East Vista Way, Vista, CA 14,883 15,339 28,731 29,900 4th Street, Perris, CA 26,637 25,750 51,295 50,393 Foothill Blvd., Upland, CA 19,134 17,811 37,181 34,284 Plaza at Puente Hills, 14,493 13,300 27,181 25,621 Industry, CA Twentynine Palms Hwy, 10,000 10,000 20,000 20,000 Twentynine Palms, CA East Valley Blvd., Walnut, CA 10,823 10,008 20,645 19,287 W. Sepulveda Blvd., 12,185 11,410 23,124 21,941 Los Angeles, CA Lassen Street, Chatsworth, CA 27,521 25,086 51,953 48,551 Hesperia Road, Victorville, CA 20,755 20,081 39,866 39,056 -------- -------- -------- -------- Total $185,614 $181,006 $356,207 $351,195 ======== ======== ======== ======== -11- 12 The following table sets forth the percentage relationship to total general and administrative expenses of items included in the Registrant's Statements of Income: Percentage of Total General & Administrative Expense -------------------------------- Six Months Ended June 30 1997 1996 -------- --------- Accounting fees 62.79% 45.68% Distribution of information to Limited Partners 34.69 49.78 Other 2.52 4.54 ------ ------ 100.00% 100.00% ====== ====== Operating expenses include general and administrative expenses which consist primarily of accounting fees and costs of distribution of information to the Limited Partners. For the three months ended June 30, general and administrative expenses decreased from $9,729 in 1996 to $9,304 in 1997. For the six months ended June 30, general and administrative expenses decreased from $34,044 in 1996 to $31,884 in 1997. The Registrant incurred depreciation expense in the amount of $66,383 and $71,692 for the three months ended June 30, 1997 and 1996 respectively. The Registrant incurred depreciation expense in the amount of $132,766 and $143,376 for the six months ended June 30, 1997 and 1996 respectively. The decrease in depreciation expense is a direct result of the write down of the Twentynine Palms property during the third quarter of 1996. As a result of the increase in revenues totaling $5,167 for the three months ended June 30, 1997 as compared to the corresponding period in 1996, the decrease in general and administrative expenses totaling $425 and the decrease in depreciation expense of $5,309, the Registrant's net income increased from $101,953 for the three months ended June 30, 1996 to $112,854 for the corresponding period in 1997. As a result of the increase in revenues totaling $6,462 for the six months ended June 30, 1997 as compared to the corresponding period in 1996, and the decreases in general and administrative expenses of $2,160 and depreciation expense of $10,610, the Registrant's net income increased from $178,377 for the six months ended June 30, 1996 to $197,609 for the corresponding period in 1997. For the reasons stated under "Liquidity and Capital Resources" above, the Registrant's results of operations in the future will depend primarily upon the gross revenues of the restaurants located on the Properties leased to Del Taco as well as upon Del Taco's financial condition and results of operations generally. -12- 13 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (b) No reports on Form 8-K were filed during the six months ended June 30, 1997. 27 Financial Data Schedule. -13- 14 SIGNATURES 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: July 30, 1997 /s/ Robert J. Terrano ------------------------- Robert J. Terrano Executive Vice President, Chief Financial Officer Date: July 30, 1997 /s/ C. Douglas Mitchell ------------------------- C. Douglas Mitchell Vice President and Corporate Controller -14-