<PAGE>
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 March 31, 1997
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 May 14, 1997: 7,796,254.
Page 1 of 16
<PAGE>
U.S. RESTAURANT PROPERTIES MASTER LIMITED PARTNERSHIP
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1997
(unaudited) and December 31, 1996..........................3
Consolidated Statements of Income for the Three
months ended March 31, 1997 and 1996 (unaudited)...........4
Consolidated Statement of Partners' Capital for the Three
months ended March 31, 1997 (unaudited)....................5
Consolidated Statements of Cash Flows for the Three
months ended March 31, 1997 and 1996 (unaudited)...........6
Notes to Consolidated Financial Statements (unaudited)............7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................13
PART II. OTHER INFORMATION
Item 3. Exhibits and Reports on Form 8-K.................................15
Page 2 of 16
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
U.S. RESTAURANT PROPERTIES MASTER L.P.
CONSOLIDATED BALANCE SHEETS
($000's)
March 31, December 31,
1997 1996
-------- --------
(unaudited)
Assets
Cash and equivalents $ 1,953 $ 381
Receivables, net 1,500 2,117
(includes $338 and $188 from related parties)
Deferred rent receivable 719 536
Purchase deposits and escrows 3,605 908
Prepaid expenses 1,277 403
Notes receivable 1,352 1,308
Notes receivable - related parties 2,907 2,738
Net investment in direct financing leases 16,550 17,105
Land 65,903 61,340
Buildings and leasehold improvements, net 90,378 75,339
Machines and equipment, net 2,875 2,980
Intangibles, net 12,602 12,263
-------- --------
201,621 $177,418
======== ========
Liabilities and Partners' Capital
Accounts payable $ 1,829 $ 2,642
(includes $380 and $416 due to the general
partner)
Deferred rent payable 72 55
Deferred gain on sale of property 590 590
Lines of credit 52,780 69,486
Notes payable 40,000 0
Capitalized lease obligations 312 362
General partners' capital 1,132 1,163
Limited partners' capital 104,906 103,120
-------- --------
$201,621 $177,418
======== ========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 3 of 16
<PAGE>
U.S. RESTAURANT PROPERTIES MASTER L.P.
CONSOLIDATED STATEMENTS OF INCOME
($000's, except per unit data)
<TABLE>
<CAPTION>
Three Months Ended March 31,
-------------------------------
1997 1996
------------- ------------
(unaudited) (unaudited)
<S> <C> <C>
Revenue from leased properties:
Rental income $ 5,709 $ 2,433
Amortization of unearned income
on direct financing leases 444 522
------------- ------------
Total Revenues $ 6,153 $2,955
Expenses:
Rent $ 589 $ 411
Depreciation and amortization 1,566 534
Taxes, general, and administrative 762 370
(includes $380 and $199 for services of the general
partner)
Interest expense (income), net 1,284 318
------------- ------------
Total Expenses 4,201 1,633
------------- ------------
Net income $ 1,952 $ 1,322
============= ============
Net income allocable to unitholders $ 1,913 $ 1,296
============= ============
Average number of outstanding units 7,078 4,903
============= ============
Net income per unit $ 0.27 $ 0.26
============= ============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 4 of 16
<PAGE>
U.S. RESTAURANT PROPERTIES MASTER L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
($000's) (unaudited)
<TABLE>
<CAPTION>
General Limited
Units Partners Partners Total
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1996 6,894 $ 1,163 $ 103,120 $ 104,283
Net Income 39 1,913 1,952
Units issued for property 119 3,320 3,320
Cash distributions (70) (3,447) (3,517)
-----------------------------------------------------------------
Balance at March 31, 1997 7,013 $ 1,132 $ 104,906 $ 106,038
=================================================================
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 5 of 16
<PAGE>
U.S. RESTAURANT PROPERTIES MASTER L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($000's)
<TABLE>
<CAPTION>
Three Months ended
March 31,
----------------------------
1997 1996
---------- -----------
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 1,952 $ 1,322
Adjustments to reconcile net income to net cash from operating
activities:
Depreciation and amortization 1,566 535
Amortization of deferred financing costs 56 10
Decrease in receivables, net 617 27
Increase in deferred rent receivable (183) 0
(Increase) decrease in prepaid expenses (874) 31
Reduction in net investment in direct financing leases 555 496
Decrease in accounts payable (813) (53)
Increase in deferred rent payable 17 0
---------- ----------
941 1,046
---------- ----------
Cash provided by operating activities 2,893 2,368
Cash flows used in investing activities:
Purchase of property (17,457) (9,927)
Purchase of machines and equipment (3) (40)
Purchase deposits paid (2,697) (279)
Increase in notes receivable (213) (79)
---------- ----------
Cash used in investing activities (20,370) (10,325)
Cash flows from (used in) financing activities:
Loan origination costs and other intangibles (678) (34)
Payments on capitalized lease obligations (50) (54)
Proceeds from line of credit 22,934 11,435
Payments on line of credit (39,640) (1,140)
Proceeds from notes payable 40,000 0
Cash distributions (3,517) (2,239)
---------- ----------
Cash flows provided by financing activities 19,049 7,968
---------- ----------
Increase in cash and equivalents 1,572 11
Cash and equivalents at beginning of quarter 381 7
---------- ----------
Cash and equivalents at end of quarter $ 1,953 $ 18
Supplemental disclosure:
Interest paid during the quarter $ 1,087 $ 333
========== ==========
Non-cash investing activities
Fair value of units issued for property $ 3,320 $ 6,596
========== ==========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 6 of 16
<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 Limited Partnership
(Operating Partnership), also a Delaware limited partnership acquired from
Burger King Corporation (BKC) for $94,592,000 in February 1986 an interest in
128 restaurant 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 they are referred to collectively as the
"Partnerships" or the "Partnership." QSV Properties, Inc. (QSV), formerly U.S.
Restaurant Properties, Inc., the managing general partner, and BKC, the special
general partner, were both indirectly wholly-owned subsidiaries of Grand
Metropolitan PCC prior to May, 17, 1994, at which time QSV was sold to the
current owners. On January 20, 1995, the Partnership paid Burger King
Corporation $16,000 for its 0.02% interest in the Operating and Master Limited
Partnership.
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., U.S. Restaurant Properties Carolina Ltd., U.S. Restaurant
Properties Lincoln, Ltd., and U.S. Restaurant Properties Norman, Ltd.
During the first quarter of 1997, the Partnership established a wholly-owned
operating entity USRP (Minnesota), LLC. Collectively, this entity and those
established during 1996 in addition to the Partnerships are referred to as the
"Company." All of these entities are included in the consolidated financial
statements.
The Partnership may issue an unlimited number of units. The units outstanding as
of March 31, 1997 and December 31, 1996 totaled 7,012,582 and 6,894,003,
respectively.
QSV Properties, Inc. (formerly named U.S. Restaurant Properties, Inc.) is the
Managing General Partner of the Partnership.
(*) Accounting Policies - A summary of accounting policies followed by the
Company is included in the 1996 Annual Report. The Company follows 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 Company after elimination of significant
inter-entity transactions.
Page 7 of 16
<PAGE>
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 unaudited consolidated financial statements have been prepared
in conformity with GAAP and should be read in conjunction with the Registrant's
annual report on Form 10-K for the year ended December 31, 1996. The results of
operations for the three months ended March 31, 1997, are not necessarily
indicative of the results to be expected for the year ending December 31, 1997.
The consolidated balance sheet as of March 31, 1997 and the other consolidated
financial information for the three months ended March 31, 1997 and 1996, are
unaudited, but management of the Registrant believes that all adjustments
(consisting only of normal recurring accruals) necessary for a fair statement of
the Company's 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.
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share," which is effective for periods ending after December 15, 1997, requires
that companies disclose basic earnings per share using only the weighted average
number of common shares/units outstanding during a period. Currently common
stock/unit equivalents are included in this computation if they are material.
Fully diluted earnings per share/unit will continue to be calculated in a manner
similar to the current calculation. Compliance with SFAS No. 128 would result in
earnings per unit for the three months ended March 31, 1997 and 1996 to be $0.28
and $0.26, respectively.
(*) Related Party Transactions - The managing general partner, QSV Properties,
Inc., is responsible for managing the business and affairs of the Company. The
Company pays 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 services rendered to the Partnerships. The allowance for the quarter
ended March 31, 1997 was $380,000 compared to $199,000 at March 31, 1996. The
Company's accounts payable balance includes $380,000 and $416,000 for this
allowance as of March 31, 1997 and December 31, 1996, respectively. The managing
general partner also receives a 1% finders fee on all acquisitions, which
amounted to $199,000 for the quarter ended March 31, 1997 compared to $154,000
in the quarter ended March 31, 1996.
A note receivable of $255,000 is due from Arkansas Restaurants #10 L.P. at March
31, 1997. 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. is owned by an officer of the managing general partner.
A notes receivable of $920,000 is due from Southeast Fast-Food Partners, L.P.
(SFF). The notes receivable is due on July 1, 1997 ($57,000) and July 1, 1999
($863,000) and has an interest rate of 9.0% per annum. In addition, a note
receivable of $136,000 is due from the owners of SFF. This note is due on July
1, 1999, and has an interest rate of 9.0% per annum. The managing general
Page 8 of 16
<PAGE>
partner of Southeast Fast-Food Partners, L.P., is owned by an officer of the
Partnership's managing general partner.
During 1996, the Company agreed to make available to USRP Development Company a
revolving line of credit in the principal amount of $5,000,000, to be used
solely for paying for the acquisition and development of restaurant properties
which will be purchased by the Company upon completion of development. The line
of credit is secured by certain development properties and bears interest at an
annual rate of 9.0%. The line of credit is payable in monthly installments
beginning July 1997 and matures in October 2001. At March 31, 1997, the
outstanding balance was $1,596,000 and is included in Notes Receivable - related
parties.
2. Property Purchases - During the quarter ended March 31, 1997, the Company
completed the purchase of 32 restaurant properties for an aggregate purchase
price of $20,757,000, including the value of 118,579 Partnership Units issued as
part of the aggregate purchase price. The 118,579 Partnership Units issued have
a guaranteed market value of $25.30 on the second anniversary date of the
closing. The Partnership Units' market value on the closing date equaled $28.00
per Partnership Unit. Sixteen restaurant properties were purchased with a
combination of cash and Partnership Units; and 16 restaurant properties were
purchased with only cash. The 32 restaurant properties include 16 Bruegger's
Bagel restaurants, four Pizza Hut restaurants, three Schlotzsky's restaurants,
two Arby's restaurants, and seven regional restaurant properties.
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 March 31, 1997, earnest money purchase deposits amounting to $773,000 were on
deposit for the purchase of seven Pizza Hut restaurants, six Hardees
restaurants, three Schlotzsky's restaurants, three Wendy's restaurants, two
Dairy Queen restaurants, one Kentucky Fried Chicken restaurant, one Taco Bell
restaurant, and 26 other regional chain restaurants. In addition, the Company
had $2,832,000 in escrow accounts to fund the property acquisitions which closed
on April 1, 1997.
3. Property Remodels - During the quarter ended March 31, 1997, two properties
received a remodel allowance of between $25,000 and $120,000 upon the renewal of
their lease agreement. The allowance is a contribution to the tenants remodeling
costs. The remodel allowance is 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 Company has a $95,000,000 revolving credit
facility which matures on December 23, 1998. The interest rate on this debt
floats at 180 basis percentage points above LIBOR. The effective interest rate
at March 31, 1997 was 7.6125%. There is an unused line of credit fee of 0.25%
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. In addition to various reporting requirements mandated
under the secured loan agreement, the Company must also maintain a tangible net
worth, as defined in the loan document, in excess of $85,000,000; maintain a
combined GAAP Partner's Capital, as defined in the loan document, of not less
than $100,000,000; maintain a cash flow coverage ratio of not less than .95 to 1
based upon a proforma five year bank debt amortization; and maintain certain
other financial covenants as defined in the loan agreement. The Company's
management believes it is in compliance with
Page 9 of 16
<PAGE>
all loan provisions as of March 31, 1997. On March 31, 1997, the outstanding
balance was $52,780,000 and the available borrowing balance was $42,220,000
(considers $0.4 million subject to an outstanding letter of credit).
A revolving credit facility of $20,000,000 was established with a national
mortgage company on April 29, 1996. This revolving credit facility was paid in
full during the first quarter of 1997 and no additional draws are available.
5. Notes Payable - On February 26, 1997, the Company issued $40,000,000 in
privately placed debt which consists of $12,500,000 Series A Senior Secured
Guaranteed Notes with a 8.06% interest rate, due date of January 31, 2000; and
$27,500,000 Series B Senior Secured Guaranteed Notes with a 8.30% interest rate,
due date of January 31, 2002. The debt and the revolving credit facility is
collateralized by substantially all the assets of the Company.
6. Valuation / Allowance Accounts - Certain balance sheet captions appearing in
the Consolidated Balance Sheets for the First Quarter of 1997 are comprised of
the following:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
(000's) (000's)
=============== ================
<S> <C> <C>
Receivables, net:
Other receivables $1,557 $2,234
Less allowance for doubtful accounts (57) (117)
--------------- ----------------
$1,500 $2,117
=============== ================
Buildings, net
Buildings and leasehold improvements $96,743 $80,528
Less accumulated depreciation (6,365) (5,189)
--------------- ----------------
$90,378 $75,339
=============== ================
Machines and equipment, net
Machines and equipment $3,247 $3,244
Less accumulated depreciation (372) (264)
--------------- ----------------
$2,875 $2,980
=============== ================
Intangibles, net:
Intangibles $27,766 $27,003
Less accumulated amortization (15,164) (14,740)
--------------- ----------------
$12,602 $12,263
=============== ================
</TABLE>
7. Repurchase of Partnership Units - In July 1995, the Partnership announced its
intention to repurchase up to 300,000 units. Through March 31, 1997, the
Partnership has purchased 30,000 units. No further repurchases have been made or
are contemplated.
8. Subsequent events - On April 1, 1997, three Scholtzsky's restaurant
properties and two regional chain restaurant properties were purchased for a
total purchase price of $2,902,000.
Page 10 of 16
<PAGE>
These purchase prices are exclusive of the 1% paid to the managing general
partner and other closing costs.
On April 19, 1997, four Pizza Hut restaurant properties and four regional chain
restaurant properties were purchased for $4,000,000. This purchase price is
exclusive of the 1% paid to the managing general partner and other closing
costs.
On April 29, 1997, one Burger King restaurant was sold for $1,175,000 in cash.
On April 30, 1997, 61 Arby's restaurant properties and 13 leaseholds were
purchased for $45,000,000. The purchase price is exclusive of the 1% paid to the
managing general partner and other closing costs. In connection with this
transaction, the Partnership also sold 222,222 partnership units to an affiliate
of the seller of the Arby's restaurant properties for net proceeds of $6,000,000
under a separate agreement.
In April 1997, the Partnership sold 375,904 units in two private placement
transactions for net proceeds of $9,500,000. On May 2, 1997, the Partnership
sold an additional 185,546 units for net proceeds of $4,750,000. The issuances
were to a single investor with a private placement agreement to purchase
$19,000,000 in partnership units over a one year period.
On May 1, 1997, a distribution of $0.515 per partnership unit was declared. The
record date for such distribution is June 11, 1997 and the distribution date is
June 18, 1997.
On May 7, 1997, a proxy and registration statement, Form S-4, was declared
effective by the Securities and Exchange Commission regarding the conversion of
U.S. Restaurant Properties Master L.P. to a real estate investment trust entity.
Page 11 of 16
<PAGE>
9. Pro Forma (unaudited) - Since January 1, 1996, the Company has acquired 216
properties. The pro forma operating results assuming these properties were
purchased as of January 1, 1996 is as follows.
The pro forma information was prepared by adjusting the actual consolidated
results of the Partnerships for the three month period ended March 31, 1997 and
1996 for the effects of the 1996 and 1997 acquisitions as if all acquisitions
and related financing transactions including the sale of limited partnership
units occurred on January 1, 1996.
These pro forma operating results are not necessarily indicative of what the
actual results of operations of the Company would have been assuming all of the
properties were acquired as of January 1, 1996 and do not purport to represent
the results of operations for future periods.
<TABLE>
<CAPTION>
Three Months ended March 31,
--------------------------------------
1997 1996
----------------- ------------------
<S> <C> <C>
Revenues from leased properties:
Rental income $ 6,267 $ 5,908
Amortization of unearned income on direct financing leases 444 522
----------------- ------------------
Total revenues $ 6,711 $ 6,430
Expenses:
Rent $ 589 $ 559
Depreciation and amortization 1,692 1,445
Taxes, general and administrative 803 541
Interest expense (income), net 1,620 1,621
----------------- ------------------
Total expenses 4,704 4,166
----------------- ------------------
Net income $ 2,007 $ 2,264
================= ==================
Net income allocable to unitholders $ 1,967 2,219
================= ==================
Average number of outstanding units (Primary) 7,176 7,176
================= ==================
Net income per unit $ 0.27 $ 0.31
================= ==================
</TABLE>
Page 12 of 16
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations.
Revenues for the quarter ended March 31, 1997 totaled $6,153,000 up 108 percent
from the $2,955,000 recorded for the quarter ended March 31, 1996. The increase
in revenues is primarily due to the acquisition of 160 new restaurant properties
during the second through fourth quarters of 1996 and 32 restaurant properties
acquired during the first quarter of 1997. In addition, store sales increased as
indicated below and the straight-lining of escalating rent for the quarter ended
March 31, 1997 contributed to a 5 percent increase in total revenues. In the
quarter ended March 31, 1996, straight-lining of rents did not apply.
Total comparable sales in the restaurants located on the Company's real estate
were $34,200,000 for the quarter ended March 31, 1997 and $33,900,000 for the
quarter ended March 31, 1996. The comparable store sales relate to the original
Burger King portfolio in which the Company's revenues are not only in the form
of minimum base rents but also percentage rents that are paid in relation to
actual sales of each restaurant property.
Taxes, general and administrative expenses totaled $762,000 up 106 percent from
the $370,000 recorded during the same quarter in 1996. The increase in expenses
correspond to the active growth of the Company, which is the primary reason for
the increase in these expenses for the quarter ended March 31, 1997 as compared
to the same period in 1996.
Depreciation and amortization expenses totaled $1,566,000 up 193 percent from
the $534,000 recorded for the same period in 1996. This increase directly
correlates to the property acquisitions made in the second through fourth
quarters of 1996 and the first quarter of 1997.
Rent expense totaled $589,000 up 43 percent from the $411,000 recorded for the
same period in 1996. The increase in rent expense directly correlates to the
property acquisitions. Twenty (20) of the 160 properties purchased during the
second through the fourth quarters of 1996 were leasehold properties.
Interest expense, net of interest income, totaled $1,284,000 up from the
$318,000 for the same period in 1996. The increase in interest expense directly
correlates to the additional debt associated with the property acquisitions.
Liquidity of Capital Resources.
For the three months ended March 31, 1997, cash flows from operating activities
equaled $2,893,000. The Company's net borrowings under its line of credit
amounted to $22,934,000. These cash proceeds were used primarily to fund
distributions of $3,517,000 and pay the $17,457,000 cash portion of the purchase
price of 32 properties acquired for the three months ended March 31, 1997. At
this time the Partnership has adequate liquidity for operations as well as to
fund additional property purchases.
On February 26, 1997 the Company issued $40,000,000 in debt, which consisted of
$12,500,000 Series A Senior Secured Guaranteed notes and $27,500,000 Series B
Senior Secured Guaranteed
Page 13 of 16
<PAGE>
notes. The proceeds were primarily utilized to reduce the line of credit and
improve the Company's cash position.
On March 31, 1997, the balance available on the Company's $95,000,000 credit
line facility equaled $42,220,000.
Page 14 of 16
<PAGE>
Part II. OTHER INFORMATION
Item 3. Exhibits and Reports on Form 8-K
a) A report on Form 8-K/A dated December 30, 1996 was filed with the
Securities and Exchange Commission on February 11, 1997, reporting
financial information regarding the acquisition of restaurant
properties.
b) 10.1 Note Purchase Agreement of U.S. Restaurant Properties Operating
L.P. dated as of January 31, 1997, filed as Exhibit 10.7 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1996 and incorporated herein by reference.
Page 15 of 16
<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 QSV PROPERTIES, INC.
Managing General Partner
Dated: May 14, 1997 By /s/ Robert J. Stetson
------------------------------------
Robert J. Stetson
President, Chief Executive Officer
Page 16 of 16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,953
<SECURITIES> 0
<RECEIVABLES> 1,557
<ALLOWANCES> 57
<INVENTORY> 0
<CURRENT-ASSETS> 9,054
<PP&E> 99,990
<DEPRECIATION> 6,737
<TOTAL-ASSETS> 201,621
<CURRENT-LIABILITIES> 1,829
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 201,621
<SALES> 0
<TOTAL-REVENUES> 6,153
<CGS> 0
<TOTAL-COSTS> 589
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,284
<INCOME-PRETAX> 1,958
<INCOME-TAX> 6
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,952
<EPS-PRIMARY> 0.27
<EPS-DILUTED> 0.27
</TABLE>
