UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 13, 1996
U.S. RESTAURANT PROPERTIES MASTER L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-9079 41-1541631
(STATE OF OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION
OR ORGANIZATION)
5310 Harvest Hill Rd.
Suite 270, LB 168
Dallas, Texas 75230
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
972-387-1487
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
<PAGE>
U.S. RESTAURANT PROPERTIES MASTER L.P.
Explanatory Note .......................................................... 3
Item 7. Proforma Financial Information ................................... 5
2
<PAGE>
Explanatory Note
U.S. Restaurant Properties Master L.P., a Delaware Limited Partnership (the
"Partnership) hereby amends its Form 8-K dated December 13, 1996 as filed with
Securities and Exchange Commission on December 30, 1996 and previously amended
on January 21, 1997 and February 11, 1997 as follows:
The Partnership hereby submits proforma financial statements required for the
properties acquired in the fourth quarter of 1996 as shown in Item 7 revised so
as to disclose greater detail on individual acquisition transactions.
Item 7. Proforma Financial Information
(a) Proforma Financial Information
3
<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.
Date: April 3, 1997 U.S. RESTAURANT PROPERTIES MASTER L.P.
By: U.S. RESTAURANT PROPERTIES, INC.
its Managing General Partner
By: /S/
---------------------------------
Robert J. Stetson
President, Chief Executive Officer
4
<PAGE>
PRO FORMA FINANCIAL INFORMATION
The following September 30, 1996 unaudited Pro Forma Consolidated
Balance Sheet of U.S. Restaurant Properties, Master L.P. (the "Partnership")
consists of the Partnership's September 30, 1996 balance sheet adjusted on a pro
forma basis to reflect as of September 30, 1996 (a) the purchase of 53
properties for $31,769,000 acquired between October 1, and December 31, 1996;
including the purchase of 30 properties from Grandy's Inc. (the "Grandy's"
transaction) and six properties from Snowstate Restaurant Corporation and
Franklin Restaurant Corporation (the "Snowstate" transaction) (b) the additional
borrowings required to purchase the properties acquired. The unaudited Pro Forma
Consolidated Balance Sheet is not necessarily indicative of what the actual
financial position of the Partnership would have been at September 30, 1996 had
all of these transactions occurred as of such date and it does not purport to
represent the future financial position of the Partnership.
The unaudited Pro Forma Consolidated Statements of Income for the year
ended December 31, 1995 and the nine months ended September 30, 1996 are
presented as if the following had occurred as of January 1, 1995. (a) the
purchase of 200 properties for $116,533,000 including the value of 439,003 Units
valued at $8,897,000 completed since December 31, 1994 (b) the issuance of
1,800,000 units in June 1996 with net proceeds of $40,203,000 (c) the additional
borrowings of $67,219,000 required to purchase the properties acquired. The
unaudited Pro Forma Consolidated Statements of Income are not necessarily
indicative of what the actual results of operations of the Partnership would
have been assuming the transactions described above had been completed as of
January 1, 1995 and 1996 respectively, nor do they purport to represent the
results of operations for future periods.
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<PAGE>
U.S. RESTAURANT PROPERTIES MASTER L.P.
PRO FORMA CONSOLIDATED BALANCE SHEET
September 30, 1996
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Historical Acquisitions(a) Pro Forma
--------------- ------------------ ---------------
<S> <C> <C> <C>
Cash $ 19 $ 19
Receivable, net 1,750 1,750
Purchase deposits 551 (199) 352
Prepaid expenses 799 799
Notes receivable 2,013 2,013
Net investment in direct financing leases 17,631 17,631
Land 41,435 20,280 61,715
Buildings and leasehold improvement, net 62,647 6,894 69,541
Machinery and equipment, net 3,021 3,021
Intangibles, net 13,992 4,596 18,588
--------------- ------------------- ---------------
$ 143,858 $ 31,571 $ 175,429
=============== =================== ===============
Accounts payable $ 1,622 $ 387 $ 1,989
Deferred gain 590 590
Line of credit 36,015 31,204 67,219
Capitalized lease obligations 411 411
General Partners' capital 1,197 1,197
Limited Partners' capital 104,023 104,023
--------------- ------------------- ---------------
$ 143,858 $ 31,571 $ 175,429
=============== =================== ===============
<FN>
- --------------------------------------
(a) Reflects pro forma adjustments for 1996 acquisitions completed since
September 30, 1996 which consist of the purchase for cash of 53 properties
as follows:
Purchase Price/
Number of Properties (carrying cost)
------------------------- --------------------
Pizza Hut 1 $ 260
Carlos O'Kelly's 1 1,265
Schlotzsky's 4 3,085
Popeye's 7 2,634
Grandy's 30 12,767
Burger King 2 1,229
Miami Subs 2 1,274
Chili's (Snowstate) 6 9,256
-- -------------
53 $ 31,770
== -------------
Total of land, buildings and leasehold
improvements, machinery and equipment,
and intangibles $ 31,770
Less purchase deposits paid from cash flow
from operations (199)
Less security deposit received (367)
-------------
Increase in line of credit $ 31,204
=============
The respective purchase price for the properties has been allocated between
land, building , machinery, and intangibles on a preliminary basis. Final
determination of the proper allocation between these accounts will be made prior
to finalizing the financial statements for the year ended December 31, 1996.
</FN>
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
U.S. RESTAURANT PROPERTIES MASTER L.P.
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
For Year Ended December 31, 1995
(Unaudited)
(In thousands, except for per unit data)
Acquisitions October 1, 1996 to
December 31, 1996
-------------------------------
Pro
Historical Acquisitions (a) Adjusted Grandy's (b) Snowstate (c) Other (d) Forma
---------- ---------------- --------- ------------ ------------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenues $ 9,780 $ 11,496 $ 21,276 $ 1,650 $ 1,018 $ 1,494 $ 25,438
Expenses:
Rent 1,405 808 2,213 2,213
Depreciation and amortization 1,541 3,679 (e) 5,220 (e) 335 (e) 316 (e) 5,871
Taxes, general and administrative 1,419 819 (f) 2,238 128 (f) 93 (f) 97 (f) 2,556
Interest expense (income), net 192 2,607 (g) 2,799 958 (g) 694 (g) 731 (g) 5,182
---------- ------------ --------- -------- ---------- ------- --------
Total expenses 4,557 7,913 12,470 1,086 1,122 1,144 15,822
========== ============ ========= ======== ========== ======= ========
Net income $ 5,223 $ 3,583 $ 8,806 $ 564 $ (104) $ 350 $ 9,616
========== ============ ========= ======== ========== ======= ========
Net income allocable to unitholders $ 5,120 $ 3,512 8,632 $ 553 $ (102) $ 343 9,426
Average number of units outstanding 4,638 6,973 6,973
Net income per unit $ 1.10 $ 1.24 $ 1.35
<FN>
- -----------------------------------
(a) Reflects pro forma adjustments to operations based on historical financial
information for the 1995 acquisitions, comprised of 16 properties acquired
on various dates from March 1995 through December 1995 plus 1996
acquisitions, comprised of 131 properties acquired on various dates from
January 1, 1996 through September 30, 1996.
(b) Reflects pro forma adjustments to operations based on historical financial
information for the Grandy's acquisition comprised of 30 properties
acquired on December 13, 1996.
(c) Reflects pro forma adjustments to operations based on historical financial
information for the Snowstate acquisition comprised of six properties
acquired on December 26, 1996.
(d) Reflects pro forma adjustments to operations based on historical financial
information for 17 other properties acquired in five separate transactions
during the quarter ended December 31, 1996.
(e) Reflects pro forma increase in depreciation expense related to the purchase
price of the respective properties. Depreciation is computed using the
straight-line method over the estimated useful lives of building, leasehold
improvements, machinery and equipment which range from 10 to 20 years.
There is no depreciation adjustment for the Grandy's transaction as such
purchase involved land only.
(f) Reflects pro forma increase in general and administrative expense
attributable to the increase in fees due to the managing general partner.
Such increase is comprised of 1% of the contracted purchase price for the
respective properties and 25% of the cash flow received with respect to
such additional properties in excess of the cash flow representing a 12%
rate of return.
(g) Reflects pro forma adjustment to interest expense as a result of the
purchase of the respective properties. Pro forma interest expense is based
on the increase in debt outstanding and borrowings for payment of the
distributions on units issued at a pro forma interest rate of 7.5% which
represents U.S. Restaurant Properties Master L.P effective interest for the
period covered by the above financial statement.
</FN>
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
U.S. RESTAURANT PROPERTIES MASTER L.P.
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
For Year Ended September 30, 1996
(Unaudited)
(In thousands, except for per unit data)
Acquisitions October 1, 1996 to
December 31, 1996
------------------------------- Pro
Historical Acquisitions (a) Adjusted Grandy's (b) Snowstate (c) Other (d) Forma
---------- ---------------- --------- ------------ ------------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenues $ 13,012 $ 3,231 $ 16,243 $ 1,237 $ 764 $ 1,121 $ 19,365
Expenses:
Rent 1,446 266 1,712 1,712
Depreciation and amortization 2,593 1,248 (e) 3,841 (e) 251 (e) 237 (e) 4,329
Taxes, general and administrative 1,607 238 (f) 1,845 96 (f) 69 (f) 73 (f) 2,083
Interest expense (income), net 1,592 268 (g) 1,860 687 (g) 498 (g) 525 (g) 3,570
---------- ------------ --------- -------- ---------- ------- --------
Total expenses 7,238 2,020 9,258 783 818 835 11,694
========== ============ ========= ======== ========== ======= ========
Net income $ 5,774 $ 1,211 $ 6,985 $ 454 $ (54) $ 286 $ 7,671
========== ============ ========= ======== ========== ======= ========
Net income allocable to unitholders $ 5,660 $ 1,187 6,847 $ 445 $ (53) $ 280 7,519
Average number of units outstanding 5,830 6,973 6,973
Net income per unit $ .97 $ .98 $ 1.07
<FN>
- -----------------------------
(a) Reflects pro forma adjustments to operations for the 1996 acquisitions,
comprised of 131 properties acquired on various dates from January 1, 1996
through September 30, 1996.
(b) Reflects pro forma adjustments to operations based on historical financial
information for the Grandy's acquisition comprised of 30 properties
acquired on December 13, 1996.
(c) Reflects pro forma adjustments to operations based on historical financial
information for the Snowstate acquisition comprised of six properties
acquired on December 26, 1996.
(d) Reflects the pro forma adjustments to operations based on historical
financial information for 17 other properties acquired in five separate
transactions during the quarter ended December 31, 1996.
(e) Reflects pro forma increase in depreciation expense related to the purchase
price of the respective properties. Depreciation is computed using the
straight-line method over the estimated useful lives of building, leasehold
improvements, machinery and equipment which range from 10 to 20 years.
There is no depreciation adjustment for the Grandy's transaction as such
purchase involved land only.
(f) Reflects pro forma increase in general and administrative expense
attributable to the increase in fees due to the managing general partner.
Such increase is comprised of 1% of the contracted purchase price for the
respective properties and 25% of the cash flow received with respect to
such additional properties in excess of the cash flow representing a 12%
rate of return.
(g) Reflects pro forma adjustment to interest expense as a result of the
purchase of the respective properties. Pro forma interest expense is based
on the increase in debt outstanding and borrowings for payment of the
distributions on units issued at a pro forma interest rate of 7.2% which
represents U.S. Restaurant Properties Master L.P effective interest
for the period covered by the above financial statement.
</FN>
</TABLE>
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