United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended March 31, 1996
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 Number: 0-11058
BURGER KING LIMITED PARTNERSHIP I
Exact Name of Registrant as Specified in its Charter
New York 13-3110947
State or Other Jurisdiction I.R.S. Employer
of Incorporation or Organization Identification No.
3 World Financial Center, 29th Floor,
New York, NY Attn: Andre Anderson 10285-2900
Address of Principal Executive Offices Zip Code
(212) 526-3237
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 ____
Balance Sheets At March 31, At December 31,
1996 1995
Assets
Real estate, at cost:
Land $ 1,113,406 $ 1,113,406
Buildings 2,210,836 2,210,836
Fixtures and equipment 485,306 485,306
3,809,548 3,809,548
Less accumulated depreciation (1,989,415) (1,961,780)
1,820,133 1,847,768
Cash and cash equivalents 975,481 973,641
Rent receivable 58,270 65,023
Total Assets $ 2,853,884 $ 2,886,432
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 132,388 $ 138,118
Due to affiliates 1,100 1,300
Distributions payable 182,485 180,645
Total Liabilities 315,973 320,063
Partners' Capital (Deficit):
General Partner (85,129) (85,088)
Limited Partners (15,000
interests outstanding) 2,623,040 2,651,457
Total Partners' Capital 2,537,911 2,566,369
Total Liabilities and Partners' Capital $ 2,853,884 $ 2,886,432
Statement of Partners' Capital (Deficit)
For the three months ended March 31, 1996
Limited General
Partners Partner Total
Balance at December 31, 1995 $ 2,651,457 $ (85,088) $ 2,566,369
Net income 144,944 9,083 154,027
Distributions to partners (173,361) (9,124) (182,485)
Balance at March 31, 1996 $ 2,623,040 $ (85,129) $ 2,537,911
Statements of Operations
For the three months ended March 31, 1996 1995
Income
Rental income $ 229,677 $ 263,373
Interest income 12,836 26,709
Gain on sales of properties --- 1,253,015
Miscellaneous income 270 450
Total Income 242,783 1,543,547
Expenses
Ground lease rent $ 28,229 $ 28,229
Management fee 20,145 23,515
Depreciation 27,635 35,416
General and administrative 12,747 27,035
Total Expenses 88,756 114,195
Net Income $ 154,027 $ 1,429,352
Net Income Allocated:
To the General Partner $ 9,083 $ 23,118
To the Limited Partners 144,944 1,406,234
$ 154,027 $ 1,429,352
Per limited partnership interest
(15,000 outstanding) $9.66 $93.75
Statements of Cash Flows
For the three months ended March 31, 1996 1995
Cash Flows From Operating Activities
Net income $ 154,027 $ 1,429,352
Adjustments to reconcile net income
to net cashprovided by operating activities:
Depreciation 27,635 35,416
Gain on sales of properties --- (1,253,015)
Increase (decrease) in cash arising
from changes in operating assets and liabilities:
Settlement escrow --- 95,260
Rent receivable 6,753 36,191
Accounts payable and accrued expenses (5,730) (45,272)
Due to affiliates (200) 2,665
Net cash provided by operating activities 182,485 300,597
Cash Flows From Investing Activities
Proceeds from sales of properties --- 1,344,676
Net cash provided by investing activities --- 1,344,676
Cash Flows From Financing Activities
Cash distributions to partners (180,645) (2,434,998)
Net cash used for financing activities (180,645) (2,434,998)
Net increase (decrease) in
cash and cash equivalents 1,840 (789,725)
Cash and cash equivalents, beginning of period 973,641 3,128,790
Cash and cash equivalents, end of period $ 975,481 $ 2,339,065
Notes to the Financial Statements
Burger King Limited Partnership I's (the "Partnership") unaudited financial
statements for the quarter ended March 31, 1996 should be read in conjunction
with the Partnership's 1995 annual audited financial statements within Form
10-K.
The Partnership's unaudited financial statements include all adjustments which
are, in the opinion of management, necessary to present a fair statement of
financial position as of March 31, 1996 and the results of operations and cash
flows for the three months ended March 31, 1996 and 1995 and the statement of
partners' capital (deficit) for the three months ended March 31, 1996. Results
of operations for the period are not necessarily indicative of the results to
be expected for the full year.
No significant events have occurred subsequent to fiscal year 1995, which
require disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a)(5).
Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
At March 31, 1996, the Partnership had a cash balance of $975,481, largely
unchanged from $973,641 at December 31, 1995. The Partnership's cash balance
at March 31, 1996 consisted primarily of the Partnership's working capital,
cash flow from operations for the first quarter of 1996 and a reserve
established to fund potential environment remediation costs with respect to one
of the Partnership's properties located in Greenfield, Wisconsin (the
"Greenfield Property"). At March 31, 1996, the Partnership owned 10 restaurant
properties (hereinafter referred to individually as a "Property" and,
collectively, as the "Properties").
On September 23, 1994, the Partnership notified the Wisconsin Department of
Natural Resources (the "WDNR") that petroleum and chlorinated compounds were
discovered at the Greenfield Property. The WDNR has indicated that under
Wisconsin state law, the Partnership is responsible for remediating the site.
On May 26, 1995, the Partnership proposed site-specific clean-up standards
("Clean-up Standards") on the Greenfield Property for the WDNR's approval. To
date, the Partnership has not received a response from the WDNR to the
proposal. Until the WDNR approves the Clean- up Standards and the costs of the
remediation can be assessed, it is extremely difficult to move forward with the
sale of the remaining Properties. In accordance with the terms of the
partnership agreement dated December 14, 1981 (the "Partnership Agreement"),
the Partnership has set aside $300,000 of net cash flow from operations to fund
potential environment remediation costs in connection with the Greenfield
Property. The General Partner currently anticipates the cost of the
environmental remediation should be recovered from the proceeds to be received
from the eventual sale of the Greenfield Property. Until all of the Properties
are sold, the Partnership will continue to operate the Properties, and it is
intended that cash flow from operations will be distributed to the partners of
the Partnership in accordance with the terms of the Partnership Agreement.
Rent receivable decreased from $65,023 at December 31, 1995 to $58,270 at March
31, 1996. The decrease is primarily attributable to a decrease in percentage
rent as a result of a decrease in sales at the Properties in the first quarter
of 1996 as compared to the fourth quarter of 1995.
For the quarter ended March 31, 1996, the Partnership declared a distribution
of cash flow from operations in the amount of $182,485. On April 30, 1996, the
Partnership paid a cash distribution to the partners in the amount of $175,186,
of which $24,067 was used to pay state non-resident and Federal foreign
withholding taxes. The unpaid portion of $7,299 represents an amount equal to
4% of the quarterly distributions of net cash flow from operations. Pursuant
to the terms of the Partnership Agreement, net cash flow from operations is
distributed on the basis of 95% to the limited partners and 1% to the General
Partner with the remaining 4% being retained by the Partnership as a contingent
reserve (the "Contingent Reserve"). The limited partners are entitled to
receive an annual return equal to 12.5% of their remaining invested capital. To
the extent the limited partners do not receive an annual return of 12.5%, the
Contingent Reserve is distributed to the limited partners with the remainder,
if any, distributed to the General Partner.
Results of Operations
The Partnership generated net income of $154,027 for the three months ended
March 31, 1996, compared to $1,429,352 for the corresponding period in 1995.
The decrease is primarily due to a gain on sales of three Properties during the
first quarter of 1995 totalling $1,253,015. Excluding this gain, the
Partnership generated net income totalling $176,337 during the first quarter of
1995. Also contributing to the decline in net income for the three months
ended March 31, 1996 was a decrease in rental income to $229,677 from $263,373
for the three months ended March 31, 1996 and March 31, 1995, respectively. The
decrease in rental income is primarily attributable to the fact that there were
fewer stores available to pay rent as a result of the sales of three Properties
in March 1995.
Interest income for the three-month period ended March 31, 1996 totalled
$12,836, compared to $26,709 for the corresponding period in 1995. The
decrease is primarily attributable to the Partnership having a lower invested
cash balance for the 1996 period due to the proceeds from the sales of four
Properties in December 1994 and three Properties in March 1995.
Depreciation and management fees decreased for the three months ended March 31,
1996, compared to the corresponding period in 1995, primarily due to the sale
of three Properties in March 1995.
General and administrative expenses totalled $12,747 for the three months ended
March 31, 1996, compared to $27,035 for the corresponding period in 1995. The
decrease is primarily attributable to a decrease in environmental consulting
costs and other professional fees incurred by the Partnership during the first
quarter of 1996 in connection with the Greenfield Property.
Part II Other Information
Items 1-5 Not applicable.
Item 6 Exhibits and reports on Form 8-k.
(a) Exhibits -
(27) Financial Data Schedule
(b) Reports on Form 8-K - No reports on Form 8-K
were filed during the quarter ended March 31, 1996
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.
BURGER KING LIMITED PARTNERSHIP I
BY: BK I REALTY INC.
General Partner
Date: May 13, 1996 BY: /s/ Rocco F. Andriola
Name: Rocco F. Andriola
Title: President, Director and
Chief Financial Officer
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<PERIOD-END> Mar-31-1996
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