<PAGE> 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 MARCH 31, 2000.
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. 2-92121
DEL TACO RESTAURANT PROPERTIES II
A CALIFORNIA LIMITED PARTNERSHIP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
CALIFORNIA 33-0064245
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
23041 AVENIDA DE LA CARLOTA, LAGUNA HILLS, CALIFORNIA 92653
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
(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 __
================================================================================
<PAGE> 2
INDEX
DEL TACO RESTAURANT PROPERTIES II
PART I. FINANCIAL INFORMATION PAGE NUMBER
Item 1. Financial Statements and Supplementary Data
Balance Sheets at March 31, 2000 (Unaudited) and
December 31, 1999 3
Statements of Income for the three months ended
March 31, 2000 and 1999 (Unaudited) 4
Statements of Cash Flows for the three months ended
March 31, 2000 and 1999 (Unaudited) 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
-2-
<PAGE> 3
DEL TACO RESTAURANT PROPERTIES II
BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, December 31,
2000 1999
----------- -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 127,324 $ 139,292
Receivable from General Partner 42,129 41,324
Deposits 1,000 1,000
----------- -----------
Total current assets 170,453 181,616
----------- -----------
PROPERTY AND EQUIPMENT, AT COST:
Land and improvements 1,806,006 1,806,006
Buildings and improvements 1,238,879 1,238,879
Machinery and equipment 898,950 898,950
----------- -----------
3,943,835 3,943,835
Less--accumulated depreciation 1,612,176 1,598,631
----------- -----------
2,331,659 2,345,204
----------- -----------
$ 2,502,112 $ 2,526,820
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Payable to Limited Partners $ 16,599 $ 15,666
Accounts payable 16,618 8,666
----------- -----------
Total current liabilities 33,217 24,332
----------- -----------
PARTNERS' EQUITY:
Limited Partners 2,493,256 2,526,513
General Partner-Del Taco, Inc. (24,361) (24,025)
----------- -----------
2,468,895 2,502,488
----------- -----------
$ 2,502,112 $ 2,526,820
=========== ===========
</TABLE>
The accompanying notes are an
integral part of these financial statements
-3-
<PAGE> 4
DEL TACO RESTAURANT PROPERTIES II
STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------
2000 1999
-------- --------
<S> <C> <C>
REVENUES:
Rent $120,380 $114,200
Interest 538 865
Other 170 525
-------- --------
121,088 115,590
-------- --------
EXPENSES:
General and administrative 22,510 22,303
Depreciation 13,545 13,545
-------- --------
36,055 35,848
-------- --------
Net income $ 85,033 $ 79,742
======== ========
Net income per limited
partnership unit $ 3.12 $ 2.92
======== ========
</TABLE>
The accompanying notes are an
integral part of these financial statements.
-4-
<PAGE> 5
DEL TACO RESTAURANT PROPERTIES II
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 85,033 $ 79,742
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 13,545 13,545
(Increase) decrease in receivable from General Partner (805) 2,066
Decrease in deposits -- 104
Increase in accounts payable and payable
to limited partners 8,885 4,942
--------- ---------
Net cash provided by operating activities 106,658 100,399
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to partners (118,626) (117,828)
--------- ---------
Net decrease in cash (11,968) (17,429)
Beginning cash balance 139,292 134,928
--------- ---------
Ending cash balance $ 127,324 $ 117,499
========= =========
</TABLE>
The accompanying notes are an
integral part of these financial statements.
-5-
<PAGE> 6
DEL TACO RESTAURANT PROPERTIES II
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
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 partnership's annual
report on Form 10-K for the year ended December 31, 1999. In the opinion of
management, all adjustments (consisting of normal recurring accruals) necessary
to present fairly the partnership's financial position at March 31, 2000, the
results of operations and cash flows for the three month periods ended March 31,
2000 and 1999 have been included. Operating results for the three months ended
March 31, 2000 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2000.
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
27,006 in 2000 and 1999.
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
previously allocated. Additional gains will be allocated 15 percent to the
General Partner and 85 percent to the limited partners.
-6-
<PAGE> 7
DEL TACO RESTAURANT PROPERTIES II
NOTES TO FINANCIAL STATEMENTS - CONTINUED
MARCH 31, 2000
NOTE 3 - LEASING ACTIVITIES
The partnership leases certain properties for operation of restaurants to Del
Taco, Inc. 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. There is no minimum rental under any of the leases.
For the three months ended March 31, 2000, the five restaurants operated by Del
Taco, for which the partnership is the lessor, had combined, unaudited sales of
$1,003,171 and net income of $43,370 as compared to $951,665 and $46,195
respectively, for the corresponding period in 1999. Net income by restaurant
includes charges for general and administrative expenses incurred in connection
with supervision of restaurant operations and interest expense (1999 combined,
unaudited net income has been changed to measure net income on a consistent
basis with the year 2000 presentation).
For the three months ended March 31, 2000, the Palmdale Boulevard restaurant in
Palmdale, California reported a net loss of $1,166 as compared to net income of
$4,337 for the corresponding period in 1999.
NOTE 4 - TRANSACTIONS WITH DEL TACO
The receivable from General Partner consists primarily of rent accrued for the
month of March. The March rent was collected on April 10, 2000.
Del Taco, Inc. 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, 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 April 13, 2000, a distribution to the limited partners of $104,669 or
approximately $3.88 per limited partnership unit, was approved. Such
distribution was paid on April 19, 2000. The General Partner also received a
distribution of $1,057 with respect to its 1% partnership interest.
-7-
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Liquidity and Capital Resources
The partnership offered limited partnership units for sale between September
1984 and December 1985. 15% of the $6.751 million raised through sale of limited
partnership units was used to pay commissions to brokers and to reimburse the
General Partner for offering costs incurred. Approximately $5.6 million of the
remaining funds were used to acquire sites and build seven restaurants. Two
restaurants were sold in 1994.
The five restaurants leased to Del Taco make up almost all of the income
producing assets of the partnership. Therefore, the business of the partnership
is almost 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, 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:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------
2000 1999
-------- --------
<S> <C> <C>
Bear Valley Rd., Victorville, CA $ 22,415 $ 21,928
West Valley Blvd., Colton, CA 28,511 24,738
Palmdale Blvd., Palmdale, CA 18,888 19,712
DeAnza Country Shopping Center, Pedley, CA 18,032 15,747
Varner Road, Thousand Palms, CA 32,534 32,075
-------- --------
Total $120,380 $114,200
======== ========
</TABLE>
The partnership receives rental revenues equal to 12 percent of gross sales from
the restaurants. The partnership earned rental revenue of $120,380 during the
three month period ended March 31, 2000, which represents an increase of $6,180
from 1999. The increase in rental revenue was caused by an increase in sales at
the restaurants under lease.
-8-
<PAGE> 9
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:
<TABLE>
<CAPTION>
Percentage of Total
General &
Administrative Expense
----------------------
Three Months Ended
March 31,
--------------------
2000 1999
------ ------
<S> <C> <C>
Accounting fees 66.86% 66.36%
Distribution of
information to
limited partners 33.14 33.64
------ ------
100.00% 100.00%
====== ======
</TABLE>
General and administrative costs increased from 1999 to 2000 due to increased
costs for accounting and income tax return preparation.
Net income increased by $5,291 from 1999 to 2000 due to the increase in revenues
of $5,498, which was partially offset by the $207 increase in general and
administrative expenses.
-9-
<PAGE> 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(b) No reports on Form 8-K were filed during the three months ended March 31,
2000.
-10-
<PAGE> 11
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 II
(a California limited partnership)
Registrant
Del Taco, Inc.
General Partner
Date: May 1, 2000 /s/ Robert J. Terrano
-------------------------------------------
Robert J. Terrano
Executive Vice President,
Chief Financial Officer
Date: May 1, 2000 /s/ C. Douglas Mitchell
-------------------------------------------
C. Douglas Mitchell
Vice President and Corporate
Controller
-11-
<PAGE> 12
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 127,324
<SECURITIES> 1,000
<RECEIVABLES> 42,129
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 170,453
<PP&E> 3,943,835
<DEPRECIATION> 1,612,176
<TOTAL-ASSETS> 2,502,112
<CURRENT-LIABILITIES> 33,217
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,468,895
<TOTAL-LIABILITY-AND-EQUITY> 2,502,112
<SALES> 0
<TOTAL-REVENUES> 121,088
<CGS> 0
<TOTAL-COSTS> 36,055
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 85,033
<INCOME-TAX> 0
<INCOME-CONTINUING> 85,033
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 85,033
<EPS-BASIC> 3.12
<EPS-DILUTED> 3.12
</TABLE>
