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 September 30, 1995
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: 33-1624
CERTIFICATES OF PARTICIPATION
BK I REALTY INC.
BK II PROPERTIES INC.
BK III RESTAURANTS INC.
(Exact name of registrant as specified in its charter)
13-3100473
13-3143115
New York 13-3178423
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) identification No.)
ATTN: Andre Anderson
3 World Financial Center, 29th Floor, New York, NY 10285
(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
BK I Realty Inc.
Balance Sheets
September 30, December 31,
Assets 1995 1994
Investment in Burger King Limited Partnership I $ (69,246) $ (15,052)
Liabilities and Stockholder's Deficit
Liabilities:
Distributions payable $ 16,445 $ 73,385
Total Liabilities 16,445 73,385
Stockholder's Deficit:
Common Stock, $1.00 par value authorized,
issued and outstanding 1,000 shares 1,000 1,000
Additional paid-in capital 406,967 394,567
Accumulated deficit (493,658) (484,004)
Total Stockholder's Deficit (85,691) (88,437)
Total Liabilities and
Stockholder's Deficit $ (69,246) $ (15,052)
BK I Realty Inc.
Statement of Changes in Stockholder's Deficit
For the nine months ended September 30, 1995
Additional
Common Paid-in Accumulated
Total Stock Capital Deficit
Stockholder's deficit at
December 31, 1994 $ (88,437) $ 1,000 $ 394,567 $ (484,004)
Distributions (37,669) 0 0 (37,669)
Capital contribution 12,400 0 12,400 0
Net income 28,015 0 0 28,015
Stockholder's deficit at
September 30, 1995 $ (85,691) $ 1,000 $ 406,967 $ (493,658)
BK I Realty Inc.
Statements of Operations
Three months ended Nine months ended
September 30, September 30,
Income 1995 1994 1995 1994
Equity in earnings of
Burger King Limited Partnership I $ 7,544 $ 23,871 $ 40,415 $ 57,837
Income taxes 2,315 7,324 12,400 17,745
Net Income $ 5,229 $ 16,547 $ 28,015 $ 40,092
Per COP's Unit (3,084 outstanding) $ 1.36 $ 4.29 $ 7.27 $ 10.40
BK I Realty Inc.
Statements of Cash Flows
For the nine months ended September 30, 1995 and 1994
Cash Flows from Operating Activities: 1995 1994
Net income $ 28,015 $ 40,092
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in earnings of Burger King
Limited Partnership I (40,415) (57,837)
Contributions to capital 12,400 17,745
Net cash provided by operating activities 0 0
Cash Flows from Financing Activities:
Distributions from Burger King Limited Partnership I 94,609 68,605
Cash distributions paid (94,609) (68,605)
Net cash provided by financing activities 0 0
Net change in cash 0 0
Cash at beginning of period 0 0
Cash at end of period $ 0 $ 0
BK I Realty Inc.
Notes to the Financial Statements
These interim financial statements presented should be read in conjunction with
the 1994 annual audited financial statements within Form 10-K.
These unaudited financial statements include all adjustments which are, in the
opinion of management, necessary to present a fair statement of financial
position as of September 30, 1995, the results of operations for the three and
nine- month periods ended September 30, 1995 and 1994, cash flows for the
nine-month periods ended September 30, 1995 and 1994 and the statement of
changes in stockholders' deficit for the nine-month period ended September 30,
1995. Results of operations for the period are not necessarily indicative of
the results to be expected for the full year.
The following significant events have occurred subsequent to fiscal year 1994,
which require disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a)(5).
A. During the first quarter of 1995, the Partnership sold three properties as
follows:
Dates Adjusted Net Gains
of Selling Book on
Store Sales Prices* Values Sales
Washington, NC 3/08/95 $ 619,944 $ 180,837 $ 439,107
Carlsbad, NM 3/31/95 728,684 240,175 488,509
Big Spring, TX 3/31/95 455,898 130,499 325,399
$1,804,526 $ 551,511 $1,253,015
* Selling prices of the properties less legal costs related to
the sales of the properties.
B. On September 23, 1994, Burger King Limited Partnership I ("BK-I") notified
the Wisconsin Department of Natural Resources ("WDNR") that petroleum and
chlorinated compounds were discovered at one of BK-I's properties located in
Greenfield, Wisconsin (the "Greenfield Property"). The WDNR has indicated that
under Wisconsin state law, BK-I is responsible for remediating the site. On
May 26, 1995, BK-I 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 for the general partner of BK-I to move
forward with the sale of BK-I's remaining 10 properties. Given the amount of
time the WDNR is taking to review BK-I's proposal, the general partner of BK-I
does not expect that the sale of the properties will be concluded durin g 1995.
In accordance with BK-I's partnership agreement, BK-I has set aside $300,000
from net cash flow from operations to fund potential environmental remediation
costs in connection with the Greenfield Property. The general partner of BK-I
currently anticipates that the cost of the environmental remediation should be
recovered from the proceeds to be received from the eventual sale of the
Greenfield Property.
BK II Properties Inc.
Balance Sheets
September 30, December 31,
Assets 1995 1994
Investment in Burger King
Limited Partnership II $ 12,872 $ 28,304
Liabilities and Stockholder's Deficit
Liabilities:
Distributions payable $ 65,325 $ 82,576
Total Liabilities 65,325 82,576
Stockholder's Deficit:
Common Stock, $1.00 par value authorized,
issued and outstanding 1,000 shares 1,000 1,000
Additional paid-in capital 436,796 411,432
Accumulated deficit (490,249) (466,704)
Total Stockholder's Deficit (52,453) (54,272)
Total Liabilities and
Stockholder's Deficit $ 12,872 $ 28,304
BK II Properties Inc.
Statement of Changes in Stockholder's Deficit
For the nine months ended September 30, 1995
Additional
Common Paid-in Accumulated
Total Stock Capital Deficit
Stockholder's deficit at
December 31, 1994 $ (54,272) $ 1,000 $ 411,432 $ (466,704)
Distributions (76,367) 0 0 (76,367)
Capital contribution 25,364 0 25,364 0
Net income 52,822 0 0 52,822
Stockholder's deficit at
September 30, 1995 $ (52,453) $ 1,000 $ 436,796 $ (490,249)
BK Properties Inc.
Statements of Operations
Three months ended Nine months ended
September 30, September 30,
Income 1995 1994 1995 1994
Equity in earnings of
Burger King Limited Partnership II $ 26,869 $ 25,984 $ 78,186 $ 72,621
Income taxes 9,619 8,894 25,364 23,203
Net Income $ 17,250 $ 17,090 $ 52,822 $ 49,418
Per COP's Unit (3,084 outstanding) $ 4.47 $ 4.43 $ 13.70 $ 12.82
BK II Properties Inc.
Statements of Cash Flows
For the nine months ended September 30, 1995 and 1994
Cash Flows from Operating Activities: 1995 1994
Net income $ 52,822 $ 49,418
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in earnings of Burger King
Limited Partnership II (78,186) (72,621)
Contributions to capital 25,364 23,203
Net cash provided by operating activities 0 0
Cash Flows from Financing Activities:
Distributions from Burger King
Limited Partnership II 93,618 85,205
Cash distributions paid (93,618) (85,205)
Net cash provided by financing activities 0 0
Net change in cash 0 0
Cash at beginning of period 0 0
Cash at end of period $ 0 $ 0
BK II Properties Inc.
Notes to the Financial Statements
These interim financial statements presented should be read in conjunction with
the 1994 annual audited financial statements within Form 10-K.
These unaudited financial statements include all adjustments which are, in the
opinion of management, necessary to present a fair statement of financial
position as of September 30, 1995, the results of operations for the three and
nine- month periods ended September 30, 1995 and 1994, cash flows for the
nine-month periods ended September 30, 1995 and 1994 and the statement of
changes in stockholder's deficit for the nine-month period ended September 30,
1995. Results of operations for the period are not necessarily indicative of
the results to be expected for the full year.
The following significant events have occurred subsequent to fiscal year 1994,
which require disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a)(5).
A. During the second quarter of 1995, Burger King Limited Partnership II sold
one property as follows:
Date Adjusted Net Gain
of Selling Book on
Store Sale Price* Value Sale
Ferguson, MO 6/30/95 $ 151,691 $ 101,873 $ 49,818
* Purchase price of the property less legal costs related to the sale
of the property.
B. An agreement of purchase and sale dated as of October 11, 1995 (the
"Purchase Agreement") between Burger King Limited Partnership II ("BK-II") and
U.S. Restaurant Properties Operating L.P. ("USRP") was executed for the sale of
28 of BK-II's restaurant properties for $17,025,000. Pursuant to the terms of
the Purchase Agreement, BK-II has the option to include an additional
restaurant property located in Marietta, Georgia (the "Marietta Property"),
increasing the aforementioned sales price for the Partnership's remaining
Properties by $200,000. As discussed in more detail below, the Marietta
Property is currently under contract for sale to a third-party. The sale of
the properties to USRP (the "Proposed Sale") will therefore, in all likelihood,
constitute the sale of all of BK-II's remaining properties. The Proposed Sale
is subject to the satisfaction of certain conditions, including the right of
the limited partners of the BK-II to reject of the Proposed Sale.
Pursuant to Section 8.3 of BK-II's Agreement of Limited Partnership dated as of
August 23, 1982, as amended as of October 19, 1982, the limited partners have
the right to vote (assuming certain conditions described in the partnership
agreement are met) only upon certain matters and limited partners voting a
majority in interest may, without the concurrence of BK II Properties Inc., the
general partner of BK-II, cause, among other things, the disapproval of any
sale of all or substantially all of the assets of BK-II in a single sale.
Consequently, the general partner of BK-II intends to mail a proxy to the
limited partners of BK-II (the "Proxy") in order to disclose the terms of the
Purchase Agreement and to present the limited partners with the opportunity to
call a meeting, if they so desire, to consider the disapproval of the Proposed
Sale. It is currently anticipated that the Proxy will be mailed to the limited
partners of BK-II in the fourth quarter of 1995. If the limited partn ers do
not reject the Proposed Sale, the properties are expected to be sold pursuant
to the Purchase Agreement in the first quarter of 1996. If the limited
partners reject the Proposed Sale, BK-II will continue to operate the
properties until an alternative liquidation strategy can be implemented. Until
the properties are disposed of, it is intended that cash flow from operations
will be distributed to the partners in accordance with the terms of BK-II's
partnership agreement.
The Marietta Property was declared economically abandoned by BKC on January 29,
1994. BKC allowed the franchisee to continue operating the Marietta Property
while it was marketed for sale. In May 1995, BKC executed a sales agreement
with Clucker's Wood Roasted Chicken Inc. ("Clucker's) to purchase the Marietta
Property for $445,000. On September 11, 1995, Clucker's indicated that they
were unwilling to purchase the Marietta Property and attempted to terminate the
sale. BK-II has contested Clucker's right to terminate the sale pursuant to
the sales contract. If the sale to Clucker's is not completed, BK-II has the
option to include the Marietta Property in the Proposed Sale.
BK III Restaurants Inc.
Balance Sheets
September 30, December 31,
Assets 1995 1994
Investment in Burger King
Limited Partnership III $ (1,118) $ 2,945
Liabilities and Stockholder's Deficit
Liabilities:
Distributions payable $ 21,067 $ 20,021
Total Liabilities 21,067 20,021
Stockholder's Deficit:
Common Stock, $1.00 par value authorized,
issued and outstanding 1,000 shares 1,000 1,000
Additional paid-in capital 320,146 301,570
Accumulated deficit (343,331) (319,646)
Total Stockholder's Deficit (22,185) (17,076)
Total Liabilities and
Stockholder's Deficit $ (1,118) $ 2,945
BK III Restaurants Inc.
Statement of Changes in Stockholder's Deficit
For the nine months ended September 30, 1995
Additional
Common Paid-in Accumulated
Total Stock Capital Deficit
Stockholder's deficit
at December 31, 1994 $ (17,076) $ 1,000 $ 301,570 $ (319,646)
Distributions (65,655) 0 0 (65,655)
Capital contribution 18,576 0 18,576 0
Net income 41,970 0 0 41,970
Stockholder's deficit
at September 30, 1995 $ (22,185) $ 1,000 $ 320,146 $ (343,331)
BK III Restaurants Inc.
Statements of Operations
Three months ended Nine months ended
September 30, September 30,
Income 1995 1994 1995 1994
Equity in earnings of Burger King
Limited Partnership III $ 21,358 $ 18,973 $ 60,546 $ 56,419
Income taxes 6,553 5,821 18,576 17,310
Net Income $ 14,805 $ 13,152 $ 41,970 $ 39,109
Per COP's Unit (3,084 outstanding) $ 3.84 $ 3.42 $ 10.89 $ 10.15
BK III Restaurants Inc.
Statements of Cash Flows
For the nine months ended September 30, 1995 and 1994
Cash Flows from Operating Activities: 1995 1994
Net income $ 41,970 $ 39,109
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in earnings of Burger King Limited
Partnership III (60,546) (56,419)
Contributions to capital 18,576 17,310
Net cash provided by operating activities 0 0
Cash Flows from Financing Activities:
Distributions from Burger King Limited
Partnership III 64,609 63,101
Cash distributions paid (64,609) (63,101)
Net cash provided by financing activities 0 0
Net change in cash 0 0
Cash at beginning of period 0 0
Cash at end of period $ 0 $ 0
BK III Restaurants Inc.
Notes to the Financial Statements
These interim financial statements presented should be read in conjunction with
the 1994 annual audited financial statements within Form 10-K.
These unaudited financial statements include all adjustments which are, in the
opinion of management, necessary to present a fair statement of financial
position as of September 30, 1995, the results of operations for the three and
nine- month periods ended September 30, 1995 and 1994, cash flows for the
nine-month periods ended September 30, 1995 and 1994 and the statement of
changes in stockholder's deficit for the nine-month period ended September 30,
1995. 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 1994, which would
require disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a)(5).
BK I Realty Inc.
BK II Properties Inc.
BK III Restaurants Inc.
Part 1, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Liquidity and Capital Resources
Certificates of Participation ("COPs") represents an assignment by the issuing
General Partners of some, but not all, of the profits, losses and gains of and
distributions from Burger King Limited Partnership I ("BK-I"), Burger King
Limited Partnership II ("BK-II") and Burger King Limited Partnership III
("BK-III") (collectively, the "Partnerships"). Each of the Partnerships is a
New York Limited Partnership. The issuing General Partners and their
respective Partnerships are BK I Realty Inc. ("GP-I"), which is the General
Partner of BK-I; BK II Properties Inc. ("GP-II"), which is the General Partner
of BK-II; and BK III Restaurants Inc. ("GP-III"), which is the General Partner
of BK-III (collectively, the "General Partners"). Each of the General Partners
is a New York Corporation. Each COPs unit consists of one BK-I COPs unit, one
BK-II COPS unit and one BK-III COPs unit. COPs commenced operations on January
17, 1986 and the COPs units were assigned as of December 1, 1985.
The Partnerships were formed to acquire and hold Burger King restaurants (the
"Properties"), including the restaurant buildings and, in some cases, the
underlying land. The Properties are net leased on a long-term basis to
franchisees of Burger King Corporation ("BKC").
The General Partners do not engage in the sale of goods or services. Their
only assets are the investments in the Partnerships.
The Partnerships' prospectuses specify that BKC had the option to purchase any
or all of the Properties at fair market value, determined by an independent
appraisal, at any time during the eighth through tenth years following the date
of completion of the offering of limited partnership interests in each
Partnership. The offering of interests in the Partnerships occurred in 1982,
1983 and 1984, respectively. As of December 31, 1994, BKC's option to purchase
the Properties of the respective Partnerships had expired.
On September 23, 1994, BK-I notified the WDNR that petroleum and chlorinated
compounds were discovered at the Greenfield Property. The WDNR has indicated
that under Wisconsin state law, BK-I is responsible for remediating the site.
On May 26, 1995, BK-I proposed site-specific soil clean-up standards ("Clean-up
Standards") on the Greenfield Property for the WDNR's approval. To date, BK-I
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 BK-I's
remaining 10 restaurant Properties. Given the amount of time the WDNR is taking
to review BK-I's proposal, GP-I does not expect that the sale of the Properties
will be concluded during 1995. In accordance with BK-I's partnership
agreement, BK-I has set aside $300,000 from net cash flow from operations to
fund potential environmental remediation costs in connection with the
Greenfield Property. GP-I currently anticipates that 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, BK-I will continue to operate the Properties, and it is intended that
cash flow from operations will be distributed to the partners in accordance
with the terms of BK-I's partnership agreement. Upon the sale of all the
Properties, net sales proceeds will be distributed to the partners and BK-I
will then be dissolved in accordance with the terms of BK-I's partnership
agreement.
An agreement of purchase and sale dated as of October 11, 1995 between BK-II
and USRP was executed for the sale of 28 of BK-II's Properties for $17,025,000.
Pursuant to the terms of the Purchase Agreement, BK-II has the option to
include an additional restaurant property located in Marietta, Georgia,
increasing the aforementioned sales price for BK-II's remaining Properties by
$200,000. As discussed on the following page in more detail, the Marietta
Property is currently under contract for sale to a third-party. The sale of
the Properties to USRP will therefore, in all likelihood, constitute the sale
of all of BK-II's remaining Properties. The Proposed Sale is subject to the
satisfaction of certain conditions, including the right of the limited partners
of BK-II to reject the Proposed Sale.
Pursuant to Section 8.3 of BK-II's partnership agreement, the limited partners
have the right to vote (assuming certain conditions described in BK-II's
partnership agreement are met) only upon certain matters and limited partners
voting a majority in interest may, without the concurrence of GP-II, cause,
among other things, the disapproval of any sale of all or substantially all of
the assets of BK-II in a single sale. Consequently, the GP-II intends to mail
a Proxy to the limited partners in order to disclose the terms of the Purchase
Agreement and to present the limited partners' with the opportunity to call a
meeting, if they so desire, to consider the disapproval of the Proposed Sale.
It is currently anticipated that the Proxy will be mailed to the limited
partners of BK-II in the fourth quarter of 1995. If the limited partners do
not reject the Proposed Sale, the Properties are expected to be sold pursuant
to the Purchase Agreement in the first quarter of 1996. If the limited
partners reject the Proposed Sale, BK-II will continue to operate the
Properties until an alternative liquidation strategy can be implemented. Until
the Properties are disposed of, it is intended that cash flow from operations
will be distributed to the partners in accordance with the terms of BK-II's
partnership agreement.
The Marietta Property was declared economically abandoned by BKC on January 29,
1994. BKC allowed the franchisee to continue operating the Marietta Property
while it was marketed for sale. In May 1995, BKC executed a sales agreement
with Clucker's to purchase the Marietta Property for $445,000. On September
11, 1995, Clucker's indicated that they were unwilling to purchase the Marietta
Property and attempted to terminate the sale. BK-II has contested Clucker's
right to terminate the sale pursuant to the sales contract. If the sale to
Clucker's is not completed, BK-II has the option to include the Marietta
Property in the Proposed Sale.
BK-III is currently exploring the feasibility of selling its Properties. Until
all of BK-III's Properties are sold, BK-III will continue to operate and
intends to make distributions to the partners in accordance with the terms of
BK-III's partnership agreement.
At September 30, 1995, GP-I's investment in BK-I was $(69,246) and GP-III's
investment in BK-III was $(1,118), reflecting distributions in excess of equity
in earnings plus the initial investments. GP-II's investment in BK-II was
$12,872 at September 30, 1995, compared to $28,304 at December 31, 1994. The
decrease in GP-II's investment in BK-II was a result of cash distributions in
excess of the allocation of equity in earnings for the first nine months of
1995.
Results of Operations
The results of operations for the three and nine months ended September 30,
1995 and 1994, are primarily attributable to the General Partners'investments
in BK-I, BK-II and BK-III.
For the three and nine months ended September 30, 1995, net income for GP-II
and GP-III was largely unchanged compared to the corresponding periods in 1994.
For the three and nine months ended September 30, 1995, GP-I generated net
income of $5,229 and $28,015, respectively, compared to $16,547 and $40,092 for
the corresponding periods in 1994. The decrease in net income is primarily
attributable to a decrease in BK-I's rental income as a result of the sale of
10 Properties during the third and fourth quarters of 1994 and three Properties
during the first quarter of 1995.
PART II OTHER INFORMATION
Items 1-5 Not applicable
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits
(27) a. Financial Data Schedule for BK I Realty Inc.
(27) b. Financial Data Schedule for BK II Properties
Inc.
(27) c. Financial Data Schedule for BK III Restaurants
Inc.
(b) Reports on Form 8-K - No reports on Form 8-K were filed
during the quarter ended September 30, 1995.
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.
CERTIFICATES OF PARTICIPATION
BK I REALTY INC.
BK II PROPERTIES INC.
BK III RESTAURANTS INC.
BY: BK I REALTY INC.
BK II PROPERTIES INC.
BK III RESTAURANTS INC.
Registrant
Date: November 14, 1995 BY: /s/Rocco F. Andriola
Name: Rocco F. Andriola
Title: Director, President and
Chief Financial Officer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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