<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 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 1-9079
U.S. RESTAURANT PROPERTIES MASTER LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
DELAWARE 41-1541631
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5310 HARVEST HILL RD., STE. 270, LB 168, DALLAS, TEXAS 75230
(Address principal executive offices, including zip code)
972/387-1487
(Registrant's telephone number, including area code)
--------------------------
Former name, former address and former fiscal year, if changed since last report
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
--- ---
Depository Units (representing Limited Partnership Interests) outstanding
at October 31, 1996: 6,844,003
<PAGE>
U.S. RESTAURANT PROPERTIES MASTER LIMITED PARTNERSHIP
PART I. FINANCIAL INFORMATION
<TABLE>
<S> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 1996
(unaudited) and December 31, 1995 ................................ 3
Consolidated Statements of Income for the Three
months ended September 30, 1996 and 1995 (unaudited) ............. 4
Consolidated Statements of Income for the Nine months
ended September 30, 1996 and 1995 (unaudited) .................... 4
Consolidated Statement of Partners' Capital for the Nine months
ended September 30, 1996 (unaudited) ............................. 5
Consolidated Statements of Cash Flows for the Nine months
ended September 30, 1996 and 1995 (unaudited) .................... 6
Notes to Consolidated Financial Statements (unaudited) ............. 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ........................................ 12
PART II. OTHER INFORMATION
Item 3. Exhibits and Reports on Form 8-K ................................... 14
</TABLE>
Page 2 of 15
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
U.S. RESTAURANT PROPERTIES MASTER L.P.
CONSOLIDATED BALANCE SHEETS
($000'S)
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
(UNAUDITED)
ASSETS
Cash and equivalents $19 $7
Receivables, net 1,750 951
Purchase deposits 551 1,792
Prepaid expenses 799 315
Notes receivable 2,013 269
Net investment in direct financing leases 17,631 19,371
Land 41,435 27,493
Buildings and leasehold improvements, net 62,647 6,257
Machines and equipment, net 3,021 224
Intangibles, net 13,992 14,804
-------- -------
$143,858 $71,483
-------- -------
-------- -------
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $1,622 $677
Deferred gain on sale of property 590 0
Lines of credit 36,015 10,931
Capitalized lease obligations 411 563
GENERAL PARTNER'S CAPITAL 1,197 1,241
LIMITED PARTNERS' CAPITAL 104,023 58,071
-------- -------
$143,858 $71,483
-------- -------
-------- -------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
Page 3 of 15
<PAGE>
U.S. RESTAURANT PROPERTIES MASTER L.P.
CONSOLIDATED STATEMENTS OF INCOME
($000'S)
(unaudited)
<TABLE>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -----------------
1996 1995 1996 1995
------ ------ ------- ------
<S> <C> <C> <C> <C>
REVENUES FROM LEASED PROPERTIES:
Rental income $5,262 $2,040 $11,500 $5,506
Amortization of unearned income
on direct financing leases 486 552 1,512 1,704
------ ------ ------- ------
TOTAL REVENUES 5,748 2,592 13,012 7,210
EXPENSES:
Rent 549 338 1,446 1,022
Depreciation and amortization 1,218 367 2,593 1,053
Taxes, general, and administrative 756 343 1,607 1,095
Interest expense (income), net 635 49 1,592 47
------ ------ ------- ------
TOTAL EXPENSES 3,158 1,097 7,238 3,217
------ ------ ------- ------
Net income $2,590 $1,495 $ 5,774 $3,993
------ ------ ------- ------
------ ------ ------- ------
Net income allocable to unitholders $2,539 $1,466 $ 5,660 $3,914
------ ------ ------- ------
------ ------ ------- ------
Average number of outstanding units (Primary) 6,966 4,628 5,830 4,633
------ ------ ------- ------
------ ------ ------- ------
Net income per unit $ .36 $ .32 $ .97 $ .84
------ ------ ------- ------
------ ------ ------- ------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
Page 4 of 15
<PAGE>
U.S. RESTAURANT PROPERTIES MASTER L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
($000'S)
(unaudited)
General Limited
Partner Partners Total
------- -------- -------
Balance at December 31, 1995 $1,241 $ 58,071 $ 59,312
Net Income 114 5,660 5,774
Units issued for cash 0 40,203 40,203
Units issued for property 0 7,912 7,912
Cash Distributions (158) (7,823) (7,981)
------ -------- --------
Balance at September 30, 1996 $1,197 $104,023 $105,220
------ -------- --------
------ -------- --------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
Page 5 of 15
<PAGE>
U.S. RESTAURANT PROPERTIES MASTER L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($000'S)
(unaudited)
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------
1996 1995
-------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,774 $ 3,993
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization 2,593 1,055
Amortization of deferred financing cost 102 0
Marketable securities 0 854
Increase in receivables, net (799) (142)
Increase in prepaid expenses (484) (87)
Reduction in net investment in direct financing
leases 1,740 1,383
Increase (decrease) in accounts payable 945 (55)
Increase in deferred gain on sale 590 0
-------- -------
4,687 3,008
-------- -------
10,461 7,001
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of property (62,774) (5,204)
Purchase of machines and equipment (2,881) (141)
Increase in notes receivable (1,744) (255)
-------- -------
(67,399) (5,600)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Increase in organizational expenses (6) 0
Increase in intangible lease acquisition costs (11) 0
Increase in loan origination costs (187) (20)
Reduction in capitalized lease obligations (152) (157)
Proceeds from lines of credit 70,349 4,736
Repayment of lines of credit (45,265) 0
Cash distributions (7,981) (5,958)
Purchase special general partner interest 0 (16)
Purchase of partnership units 0 (547)
Sale of limited partners' units 40,203 0
-------- -------
56,950 (1,962)
-------- -------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS 12 (561)
CASH AND EQUIVALENTS AT BEGINNING OF YEAR 7 680
-------- -------
CASH AND EQUIVALENTS AT END OF THE QUARTER $ 19 $ 119
-------- -------
-------- -------
SUPPLEMENTAL DISCLOSURE:
Interest paid $ 1,631 $ 100
-------- -------
-------- -------
NON-CASH INVESTING ACTIVITIES:
Fair value of units issued for property $ 7,912 $ 0
-------- -------
-------- -------
Purchase deposits used (paid) $ 1,241 $ (391)
-------- -------
-------- -------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
Page 6 of 15
<PAGE>
U.S. RESTAURANT PROPERTIES MASTER L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. INTERIM UNAUDITED FINANCIAL INFORMATION
* ORGANIZATION - U.S. Restaurant Properties Master L.P. (Partnership),
formerly Burger King Investors Master L.P., a Delaware limited partnership,
was formed on December 10, 1985. The Partnership, through its 99.01% limited
partnership interest in U.S. Restaurant Properties Operating L.P. (Operating
Partnership), also a Delaware Limited Partnership which was formerly Burger
King Operating Limited Partnership, acquired from Burger King Corporation
(BKC) in February 1986 an interest in 128 restaurant properties (Properties)
owned or leased by BKC and leased or subleased on a net lease basis to BKC
franchisees. (The Partnership is the sole limited partner of the Operating
Partnership and the Partnership and the Operating Partnership are referred to
collectively as the "Partnerships".) U.S. Restaurant Properties, Inc. is the
managing general partner of the Partnerships.
In 1996, the Partnership established certain other wholly owned operating
entities consisting of U.S. Restaurant Properties Business Trust I, U.S.
Restaurant Properties Business Trust II, Restaurant Acquisition Corporation,
Restaurant Renovations Partners L.P., U.S. Restaurant Properties West
Virginia Partners L.P., and U.S. Restaurant Properties Renovation Corporation
for business purposes. These entities are included in the consolidated
financial statements.
The Partnership may issue an unlimited number of units. The units
outstanding as of September 30, 1996 and December 31, 1995 totaled 6,844,003
and 4,659,167, respectively.
* ACCOUNTING POLICIES - A summary of accounting policies followed by the
Partnerships is included in the 1995 Annual Report. The Partnerships follow
such policies in the preparation of their interim reports.
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles (GAAP); however, this is not the
basis for reporting taxable income to unitholders. The financial statements
reflect the consolidated accounts of the Partnership after elimination of all
material inter-partnership transactions.
No federal and in most cases no state income taxes are reflected in the
consolidated financial statements because partnerships are not taxable
entities. The partners are responsible for reporting their allocable shares
of taxable income or loss in their individual income tax returns.
The accompanying consolidated financial statements have been prepared in
conformity with GAAP and should be read in conjunction with the Registrant's
annual report for the year ended December 31, 1995. The results of
operations for the nine months ended September 30, 1996, are not necessarily
indicative of the results to be expected for the year ending December 31,
1996.
The consolidated balance sheet as of September 30, 1996 and the other
consolidated financial information for the three and nine months ended
September 30, 1996 and 1995, are unaudited, but management of the Registrant
believes that all adjustments (consisting only of normal recurring
Page 7 of 15
<PAGE>
accruals) necessary for a fair statement of the Partnerships' consolidated
financial position and results of operations for the periods have been
included therein.
* EARNINGS PER UNIT CALCULATION - Earnings per unit have been computed by
dividing net income allocable to unitholders by the weighted average number
of units or equivalents outstanding. Units equivalent include the weighted
average number of assumed equivalent units outstanding from unit options and
unit price guarantees if dilutive using the treasury stock method. Fully
diluted net income per unit is not materially dilutive and is not presented.
* RELATED PARTY TRANSACTIONS - The managing general partner, U.S.
Restaurant Properties, Inc., is responsible for managing the business and
affairs of the Partnerships. The Partnerships pay the managing general
partner a non-accountable annual allowance (adjusted to reflect increases in
the Consumer Price Index and additions to the property portfolio), plus
reimbursement of out-of-pocket costs incurred by other parties for service
rendered to the Partnerships. The allowance for the quarter ended September
30, 1996 was $395,000 compared to $147,000 at September 30, 1995. The
managing general partner also receives a 1% finders fee on all acquisitions,
which amounted to $40,050 for the quarter ended September 30, 1996 compared
to $22,650 in the quarter ended September 30, 1995.
A note receivable of $310,000 is due from Arkansas Restaurants #10 L.P. at
September 30, 1996. The note receivable is due on September 30, 1997, and
has an interest rate of 9.0% per annum. The managing general partner of
Arkansas Restaurants #10 L.P., North American Restaurants Management, Inc., is
owned by an officer of the managing general partner.
The partnership completed a sale/leaseback transaction with Carlos O'Kelly's,
Inc. Carlos O'Kelly's, Inc. is owned by a director of the managing general
partner. The terms of the transaction were similar to other transactions
with independent third parties with similar specifications.
A note receivable of $920,000 is due from Southeast Fast-Food Partners, L.P.
The note receivable is due on July 1, 1999 and has an interest rate of 9.0%
per annum. The managing general partner of Southeast Fast-Food Partners,
L.P., Bulldog Management Inc., is owned by an officer of the managing general
partner of the Partnerships.
On March 17, 1995 the limited partners authorized the grant to the managing
general partner of 10-year options to acquire up to 400,000 units. See Note
5, Option Agreement.
2. PROPERTY PURCHASES - During the quarter ended September 30, 1996, the
Partnership completed the purchase of five properties. Two of the properties
were purchased for a total cash price of $2,586,000 plus additional
capitalized costs of $56,000. These two properties were casual dining
restaurants. Three properties were purchased with 57,000 partnership units.
One Burger King was purchased for 25,000 units with a guaranteed price of $24
per unit, and two Pizza Huts were purchased for 32,000 units with a
guaranteed price of $25 per unit. The 25,000 units issued for the Burger
King are unregistered units that are guaranteed to become registered two
years after the closing date. The 32,000 units issued for the Pizza Hut are
unregistered until 180 days after the closing date. Total capitalized costs
included $30,000 of cash expenditures. Allocation of the cost of all
properties purchased during 1996 has been done on a preliminary basis and
will be finalized at year end.
In the normal course of business, the Partnership may sign purchase
agreements to acquire restaurant properties. Such agreements become binding
obligations upon the completion of a due diligence period ranging usually
from 15 - 30 days.
On September 30, 1996, earnest money purchase deposits amounting to $550,000
were on deposit for the purchase of three Schlotzsky's restaurants, three
Pizza Hut restaurants, one KFC restaurant, two Hardees restaurants, one Taco
Bell restaurant, one Wendy's restaurant and seventeen other regional chain
restaurants for an aggregate purchase price of approximately $12,874,000.
Page 8 of 15
<PAGE>
3. PROPERTY REMODELS - During the quarter ended September 30, 1996, six
properties received a remodel allowance of $25,000 or $120,000 upon the
renewal of their lease agreement. The allowance is a contribution to the
tenants remodeling costs. The remodel allowance has been capitalized upon
the completion of the remodel and amortized over the life of the related
assets or the life of the lease, whichever is shorter.
4. REVOLVING CREDIT FACILITY - The revolving credit facility with Comerica
Bank-Texas is $40,000,000 and was co-written by Compass Bank-Dallas. This
revolving credit facility terminates on June 27, 1998. The interest rate is
the lower of LIBOR plus 180 basis points or the prime rate which was 8.25% on
September 30, 1996. There is an unused line of credit fee of .25% per annum
on the average daily excess of the commitment amount over the aggregate
unpaid balance of the revolving loan which is charged and is payable on a
quarterly basis. The revolving credit facility is secured by a substantial
number of the Partnership's assets. In addition to various reporting
requirements mandated under the secured loan agreement, the Partnership must
also maintain a tangible net worth in excess of $40,500,000; a debt to
tangible net worth ratio of not more than 1.0 to 1.0 and cash flow coverage
ratios of not less than (a) 1.2 to 1.0 based upon a Pro Forma Five Year Bank
Debt Amortization schedule and (b) 2.75 to 1.0 based upon a Pro Forma Twenty
Year Bank Debt Amortization schedule. On September 30, 1996, the total
amount due equaled $23,766,000 which included a $732,000 outstanding Letter
of Credit leaving $16,234,000 available.
A revolving credit facility of $20,000,000 was established with Morgan Keegan
Mortgage Company Inc. on April 29, 1996. This revolving credit facility
terminates on the earlier of November 30, 1996 or the day after the
Partnership obtains one or more committed credit facilities of not less than
$60,000,000. The interest rate is LIBOR plus 300 basis points. This revolving
credit facility is secured by approximately 63 properties. On September 30,
1996, the total amount due equaled $12,981,000. No additional draws are
available.
5. OPTION AGREEMENT - In accordance with Section 5.05(a) of the Second
Amended and Restated Agreement of the Limited Partnership, the Partnership
granted to the Managing General Partner options (the "Options") to purchase
400,000 units at an exercise price of $15.50 per unit. On the grant date,
March 17, 1995, the Partnership units closed at $15.00 per unit. The Options
are fully vested and exercisable, and will expire on March 24, 2006. The
Options may be exercised in full or in part at any time during the 10 year
period and any unexercised portion remains exercisable until the expiration
date. Upon exercise of the options, the option price will be accounted for
as a contribution of capital. The effect of the Options issued and
outstanding is dilutive. For the three and nine month periods ended
September 30, 1996, the dilutive effect is immaterial.
Page 9 of 15
<PAGE>
6. VALUATION / ALLOWANCE ACCOUNTS - Certain balance sheet captions
appearing in the Consolidated Balance Sheets for the Third Quarter of 1996
are comprised as follows:
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
(000's) (000's)
Receivables, net:
Other receivables $ 1,867 $ 1,068
Less allowance for doubtful accounts 117 117
------- -------
$ 1,750 $ 951
------- -------
------- -------
Machines and equipment, net:
Machines and equipment $ 3,175 $ 232
Less accumulated depreciation 154 8
------- -------
$ 3,021 $ 224
------- -------
------- -------
Buildings, net:
Buildings and leasehold improvements $66,805 $ 8,882
Less accumulated depreciation 4,158 2,625
------- -------
$62,647 $ 6,257
------- -------
------- -------
Intangibles, net:
Intangibles $28,417 $28,178
Less accumulated amortization 14,425 13,374
------- -------
$13,992 $14,804
------- -------
------- -------
7. REPURCHASE OF PARTNERSHIP UNITS - In July 1995, the Partnership
announced its intention to repurchase up to 300,000 units. Through September
30, 1996, the Partnership purchased 30,000 units. No further repurchases
have been made or are contemplated.
8. SUBSEQUENT EVENTS - On October 11, 1996 a Carlos O'Kelly's property
was purchased for $1,250,000 and a Pizza Hut property was purchased for
$248,000. These purchase prices are exclusive of the 1% paid to the managing
general partner and other closing costs.
On October 23, 1996 two promissory notes were purchased. A $200,000
promissory note and $100,000 promissory note were purchased for a combined
purchase price of $200,000. Both promissory notes have the same payee and
stated interest rate of 7.69% per annum. The current principle balance of
the $200,000 promissory note is $200,000. The current principle balance of
the $100,000 promissory note is $100,000. The $100,000 note is payable in
full by September 1, 2001. The $200,000 note is payable in full by September
1, 2006.
Page 10 of 15
<PAGE>
9. PRO FORMA (UNAUDITED) - Since January 1, 1995, the Partnership acquired
147 properties. The pro forma revenues, net income, and net income per unit
assuming these properties were purchased as of January 1, 1996 and 1995,
respectively, is as follows.
The pro forma information was prepared by adjusting the actual consolidated
results of the Partnerships for the nine month period ended September 30,
1996 and 1995 and for the effects of the 1996 and 1995 acquisitions as if all
acquisitions and related financing transactions including the sale of limited
partnership units occurred on January 1, 1996 and 1995, respectively.
These pro forma operating results are not necessarily indicative of what the
actual results of operations of the Partnership would have been assuming all
of the properties were acquired as of January 1, 1996 and 1995, respectively,
and do not purport to represent the results of operations for future periods.
NINE MONTHS ENDED
SEPTEMBER 30,
------------------
1996 1995
------- -------
REVENUES FROM LEASED PROPERTIES:
Rental income $15,800 $15,398
Amortization of unearned income on direct
financing leases 1,512 1,704
------- -------
Total revenues 17,312 17,102
EXPENSES:
Rent 1,649 1,611
Depreciation and amortization 3,706 3,125
Taxes, general and administrative 1,949 1,851
Interest expense (income), net 1,943 2,133
------- -------
Total expenses 9,247 8,720
------- -------
Net income $ 8,065 $ 8,382
------- -------
------- -------
Net income allocable to unitholders $ 7,905 $ 8,216
------- -------
------- -------
Average number of outstanding units (Primary) 6,983 6,986
------- -------
------- -------
Net income per unit $ 1.13 $ 1.18
------- -------
------- -------
Page 11 of 15
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
REVENUES: For the quarter ended September 30,1996 rental revenues increased
122% over those for the quarter ended September 30, 1995. Such revenues for
the nine months ended September 30, 1996 were also up 80% over the nine
months ended September 30, 1995. The increase was primarily due to an
increase in the number of the Partnership's restaurant properties owned.
Since September 30, 1995 the Partnership has purchased 141 restaurant
properties. Management also believes that some growth reflects improvements
in the overall performance of the Burger King system, and efforts with
selected tenants to improve their restaurant's sales. The table below
compares revenue from leased properties (GAAP) to gross rental receipts.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
(000'S) (000'S)
(UNAUDITED) (UNAUDITED)
------------------ -----------------
1996 1995 1996 1995
------ ------ ------- ------
Gross rental receipts $5,793 $3,061 $13,903 $8,592
Revenue from leased properties (GAAP) $5,748 $2,592 $13,012 $7,210
TAXES, GENERAL AND ADMINISTRATIVE EXPENSES: Expenses for the quarter ended
September 30, 1996 increased $413,000 from the same quarter in 1995. Expenses
for the quarter ended September 30, 1996 were $756,000 compared to $343,000 in
1995. An increase in the management fee of $248,000 and expenses that directly
correspond to the active growth of the Partnership were the primary reason for
increased general and administrative expenses for the quarter ended September
30, 1996. For the nine months ended September 30, 1996, general and
administrative expenses increased $512,000 from the nine months ended September
30, 1995. Again, this increase was due to the active growth of the Partnership
for the nine months ended September 30, 1996.
DEPRECIATION AND AMORTIZATION EXPENSES: Expenses for the quarter ended
September 30, 1996 increased $851,000 from the same quarter in 1995.
Depreciation and amortization expenses were $1,218,000 compared to $343,000 in
1995. This 255% increase directly correlates to the property acquisitions. For
the nine months ended September 30, 1996, depreciation and amortization expenses
increased $1,540,000 from the nine months ended September 30, 1995.
RENT AND INTEREST EXPENSES: Rent expense increased $211,000 for the quarter
ended September 30, 1996 from the same quarter in 1995 and increased $424,000
for the nine months ended September 30, 1996 over the nine months ended
September 30, 1995. Interest expense increased $649,000 to $709,000 for the
quarter ended September 30, 1996 and increased $1,620,000 to $1,720,000 for
the nine months ended September 30, 1996. Both the rent increase of 62% and
the interest expense increase over the same quarter one year ago relate to
the property acquisitions.
Page 12 of 15
<PAGE>
LIQUIDITY: For the nine months ended September 30, 1996 cash flows from
operating activities equaled $10,461,000, the Partnership's net borrowings
under its line of credit amounted to $25,084,000 and the Partnership received
$40,203,000 from the sale of limited partnership units. These cash proceeds
were used primarily to fund distributions of $7,981,000; pay the $64,455,000
as the cash portion of the purchase price of 131 properties acquired for the
nine months ended September 30, 1996. At this time the Partnership has
adequate liquidity for operations as well as to fund additional property
purchases.
On September 30, 1996, the balance available on the Comerica Bank-Texas
$40,000,000 credit line facility equaled $16,234,000.
Page 13 of 15
<PAGE>
PART II. OTHER INFORMATION
ITEM 3. EXHIBITS AND REPORTS ON FORM 8-K
a) There was no report on Form 8-K filed during the quarter.
b) 10.1 Amended and Restated Secured Loan Agreement dated as of
February 15, 1996 between the Registrant and various banks, filed as
Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 and incorporated herein by reference.
Page 14 of 15
<PAGE>
SIGNATURE
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.
U.S. RESTAURANT PROPERTIES MASTER L.P.
By U.S. RESTAURANT PROPERTIES, INC.
Managing General Partner
Dated: September 14, 1996 By /s/ Robert J. Stetson
---------------------------- --------------------------------
Robert J. Stetson
Chief Executive Officer
Page 15 of 15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 18,865
<SECURITIES> 0
<RECEIVABLES> 1,867,370
<ALLOWANCES> 116,890
<INVENTORY> 0
<CURRENT-ASSETS> 5,131,949
<PP&E> 69,979,936
<DEPRECIATION> 4,311,875
<TOTAL-ASSETS> 143,858,489
<CURRENT-LIABILITIES> 1,622,332
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 143,858,489
<SALES> 0
<TOTAL-REVENUES> 13,011,653
<CGS> 0
<TOTAL-COSTS> 1,446,482
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,720,425
<INCOME-PRETAX> 5,791,108
<INCOME-TAX> 17,232
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,773,876
<EPS-PRIMARY> .97
<EPS-DILUTED> .97
</TABLE>
