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 SEPTEMBER 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. 33-13437 DEL TACO INCOME PROPERTIES IV A CALIFORNIA LIMITED PARTNERSHIP (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 33-0241855 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 23041 AVENIDA DE LA CARLOTA, SUITE 400, LAGUNA HILLS, 92653 CALIFORNIA (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (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 INCOME PROPERTIES IV PART I. FINANCIAL INFORMATION PAGE NUMBER ----------- Item 1. Financial Statements and Supplementary Data Balance Sheets at September 30, 1997 (Unaudited) and December 31, 1996 3 Statements of Income for the three and nine months ended September 30, 1997 and 1996 (Unaudited) 4 Statements of Cash Flows for the nine months ended September 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 9 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 11 SIGNATURES 12 -2- 3 DEL TACO INCOME PROPERTIES IV BALANCE SHEETS SEPTEMBER 30 December 31 1997 1996 ------------ ----------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash $ 79,151 $ 79,857 Receivable from General Partner (Note 4) 24,398 51,558 Deposits 400 400 ----------- ----------- Total current assets 103,949 131,815 ----------- ----------- PROPERTY AND EQUIPMENT, AT COST Land and improvements 1,236,700 1,236,700 Buildings and improvements 1,289,860 1,289,860 Machinery and equipment 484,789 484,789 ----------- ----------- 3,011,349 3,011,349 Less--accumulated depreciation 791,609 713,798 ----------- ----------- 2,219,740 2,297,551 ----------- ----------- $ 2,323,689 $ 2,429,366 =========== =========== LIABILITIES AND PARTNERS' EQUITY CURRENT LIABILITIES: Payable to Limited Partners $ 2,503 $ 3,038 Accounts Payable 3,566 3,000 ----------- ----------- Total current liabilities 6,069 6,038 OBLIGATION TO GENERAL PARTNER 137,953 137,953 ----------- ----------- PARTNERS' EQUITY Limited Partners 2,189,005 2,293,656 General Partner-Del Taco, Inc. (9,338) (8,281) ----------- ----------- 2,179,667 2,285,375 ----------- ----------- $ 2,323,689 $ 2,249,366 =========== =========== The accompanying notes are an integral part of these financial statements -3- 4 DEL TACO INCOME PROPERTIES IV STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 --------------------- --------------------- 1997 1996 1997 1996 -------- -------- -------- -------- REVENUES: Rent (Notes 3 and 4) $ 75,161 $ 71,440 $212,911 $263,122 Interest 311 373 1,409 864 Other 225 25 300 25 -------- -------- -------- -------- 75,697 71,838 214,620 264,011 -------- -------- -------- -------- EXPENSES: General and administrative 4,360 7,629 29,367 34,357 Depreciation 25,937 25,937 77,811 77,813 -------- -------- -------- -------- 30,297 33,566 107,178 112,170 -------- -------- -------- -------- Net income $ 45,400 $ 38,272 $107,442 $151,841 ======== ======== ======== ======== Net income per Limited Partnership Unit (Note 2) $ 0.27 $ 0.23 $ 0.64 $ 0.91 ====== ====== ====== ====== The accompanying notes are an integral part of these financial statements. -4- 5 DEL TACO INCOME PROPERTIES IV STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30 ------------------------ 1997 1996 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 107,442 $ 151,841 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 77,811 77,813 Increase (decrease)in payable to Limited Partners (535) 1,416 (Increase) decrease in receivable from General Partner 27,160 (5,731) Increase (decrease) in accounts payable 566 (358) --------- --------- Net cash provided by operating activities 212,444 224,981 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions to partners (213,150) (227,289) --------- --------- Net decrease in cash (706) (2,308) Beginning cash balance 79,857 73,542 --------- --------- Ending cash balance $ 79,151 $ 71,234 ========= ========= The accompanying notes are an integral part of these financial statements. -5- 6 DEL TACO INCOME PROPERTIES IV NOTES TO FINANCIAL STATEMENTS SEPTEMBER 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 September 30, 1997, the results of operations and cash flows for the nine month periods ended September 30, 1997 and 1996 have been included. Operating results for the three and nine months ended September 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 or 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 INCOME PROPERTIES IV NOTES TO FINANCIAL STATEMENTS - CONTINUED SEPTEMBER 30, 1997 NOTE 2 - 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 165,415 in 1997 and 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 12 percent to the General Partner and 88 percent to the Limited Partners. NOTE 3 - 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 Leases are for terms of 32 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. The Registrant had a total of three Properties leased as of September 30, 1997 and 1996, one of which has been subleased to a Del Taco franchisee. Rental revenue for the nine month period ended September 30, 1997 was lower than the corresponding period in 1996 due to the earning of supplemental rent, as provided for in the lease agreements, based on the operating results of the individual restaurants. For the three months ended September 30, 1997, the two restaurants operated by Del Taco, for which the Registrant is the lessor, had combined, unaudited sales of $400,106 and net income of $22,772 as compared to $382,099 and $3,344 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 September 30, 1997, the one restaurant operated by a Del Taco franchisee, for which the Registrant is the lessor, had unaudited sales of $226,231 as compared with $213,242 during the same period in 1996. -7- 8 DEL TACO INCOME PROPERTIES IV NOTES TO FINANCIAL STATEMENTS - CONTINUED SEPTEMBER 30, 1997 NOTE 3 - LEASING ACTIVITIES - (Continued) For the nine months ended September 30, 1997, the two restaurants operated by Del Taco, for which the Registrant is the lessor, had combined, unaudited sales of $1,123,008 and net income of $48,204 as compared to $1,080,489 and $36,368 respectively, for the corresponding period in 1996. For the nine months ended September 30, 1997, the one restaurant operated by a Del Taco franchisee, for which the Registrant is the lessor, had unaudited sales of $651,250 as compared with $626,564 during the same period in 1996. For the three months and nine months ended September 30, 1997, the Highland Avenue restaurant in Highland, California reported net income of $350 and net loss of $6,805 as compared to net losses of $6,222 and $15,732 respectively, for the corresponding period in 1996. NOTE 4 - TRANSACTIONS WITH DEL TACO The receivable from the General Partner consists primarily of rent accrued for the month of September. The September rent was collected on October 11, 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 5 with respect to certain distributions to the General Partner. NOTE 5 - DISTRIBUTIONS On October 15, 1997, a distribution to the Limited Partners of $70,932, or approximately $.43 per Limited Partnership Unit, was approved. Such distribution was paid October 16, 1997. The General Partner also received a distribution of $716 with respect to its 1% partnership interest. -8- 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources The Registrant commenced an offering of Limited Partnership Units on June 5, 1987. By June 1, 1988, the sale of such Units provided a total capitalization for the Registrant of $4,135,375 including $1,000 attributable to the Special Limited Partner. 14.5 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 $3,000,000 of the remaining funds were expended for the acquisition of sites and construction of three restaurants. During 1989, the first restaurant opened for business. The two additional restaurants commenced operation in 1990. In February 1992, the Registrant distributed to Limited Partners of record on December 31, 1991 $442,270 of net proceeds not utilized as reserves and not invested in properties. Since the three restaurants owned by the Registrant opened, cash flow from Lease payments received from Del Taco, the Registrant's General Partner, which leases all three restaurants, has 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 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. -9- 10 Results of Operations The Registrant owns three Properties that are under long-term lease to Del Taco for restaurant operations (Del Taco, in turn, has sub-leased one of the restaurants to a Del Taco franchisee). The Registrant receives rental revenues equal to 12 percent of restaurant sales. The Registrant had rental revenue of $75,161 for the three months ended September 30, 1997 representing an increase from the rental revenues of $71,440 in 1996. The Registrant had rental revenue of $212,911 for the nine months ended September 30, 1997 representing a decrease from the rental revenues of $263,122 in 1996. Such decrease was attributable to the earning of supplemental rent, as provided for in the lease agreements, based on the operating results of individual restaurants. The following table sets forth rental revenue earned by restaurant for the quarter and year to date: THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 --------------------- --------------------- 1997 1996 1997 1996 -------- -------- -------- -------- Orangethorpe Ave., Placentia, CA $ 32,897 $ 32,151 $ 92,840 $119,159 Lakeshore Dr., Lake Elsinore, CA 27,148 25,588 78,150 95,025 Highland Ave., San Bernardino, CA 15,116 13,701 41,921 48,938 -------- -------- -------- -------- Total $ 75,161 $ 71,440 $212,911 $263,122 ======== ======== ======== ======== 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 -------------------------------- Nine Months Ended September 30 ------------------ 1997 1996 ------ ------ Accounting fees 46.06% 45.45% Distribution of information to Limited Partners 51.22 51.31 Other 2.72 3.24 ------ ------ 100.00% 100.00% ====== ====== -10- 11 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 September 30, general and administrative expenses decreased from $7,629 in 1996 to $4,360 in 1997. The quarter ended September 30, 1996 included printing cost for new checks, envelopes and stationary. For the nine months ended September 30, general and administrative expenses decreased from $34,357 in 1996 to $29,367 in 1997. The Registrant incurred depreciation expense in the amount of $25,937 for both three month periods ended September 30, 1997 and 1996. The Registrant incurred depreciation expense in the amount of $77,811 and $77,813 for the nine months ended September 30, 1997 and 1996, respectively. As a result of increased revenues totaling $3,859 for the three months ended September 30, 1997 and decreased expenses totaling $3,269 for the three months ended September 30, 1997, the net income of the Registrant increased from $38,272 for the three months ended September 30, 1996 to $45,400 for the corresponding period in 1997. As a result of decreased revenues totaling $49,391 for the nine months ended September 30, 1997 and decreased expenses totaling $4,992 for the nine months ended September 30, 1997, the net income of the Registrant decreased from $151,841 for the nine months ended September 30, 1996 to $107,442 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. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (b) No reports on Form 8-K were filed during the nine months ended September 30, 1997. Ex. 27 Financial Data Schedule. -11- 12 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 INCOME PROPERTIES IV (a California limited partnership) Registrant Del Taco, Inc. General Partner Date: October 30, 1997 /s/ Robert J. Terrano --------------------------- Robert J. Terrano Executive Vice President, Chief Financial Officer Date: October 30, 1997 /s/ C. Douglas Mitchell --------------------------- C. Douglas Mitchell Vice President and Corporate Controller -12-