UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934. For the period ended June 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 0-15802 ------- QSR Income Properties, Ltd., a California Limited Partnership ------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 95-4084042 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S Employer incorporation or organization) Identification No.) 701 Western Avenue, Glendale, California 91201 ---------------------------------------------- (Address of principal executive officer) (Zip Code) Registrant's telephone number, including area code: (818) 244-8080 -------------- Indicate by check mark whether the registrant (1) had 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. X --- --- Yes No QSR INCOME PROPERTIES, LTD., a California Limited Partnership INDEX PART I. FINANCIAL INFORMATION Item 1. Condensed Balance Sheets at June 30, 1996 and December 31, 1995 2 Condensed Statements of Operations for the three and six month periods ended June 30, 1996 and 1995 3 Condensed Statement of Partners' Equity for the six months ended June 30, 1996 4 Condensed Statements of Cash Flows for the six month periods ended June 30, 1996 and 1995 5 Notes to Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II. OTHER INFORMATION 8 QSR INCOME PROPERTIES, LTD., a California Limited Partnership CONDENSED BALANCE SHEETS June 30, December 31, 1996 1995 ------------------ ------------------ (Unaudited) ASSETS Cash and cash equivalents $1,701,000 $1,630,000 Accounts receivable 42,000 10,000 Notes receivable 228,000 234,000 Facilities, net 9,626,000 9,743,000 ------------------ ------------------ Total assets $11,597,000 $11,617,000 ================== ================== LIABILITIES AND PARTNERS' EQUITY Accounts payable $147,000 $148,000 Partners' equity: Limited partners' equity, $500 per unit, 52,004 units authorized, issued and outstanding 11,359,000 11,378,000 General partner's equity 91,000 91,000 ------------------ ------------------ Total partners' equity 11,450,000 11,469,000 ------------------ ------------------ Total liabilities and partners' equity $11,597,000 $11,617,000 ================== ================== See accompanying notes to Condensed Financial Statements. 2 QSR INCOME PROPERTIES, LTD., a California Limited Partnership CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Six Months Ended June 30, June 30, ----------------------------------- ----------------------------------- 1996 1995 1996 1995 ---------------- -------------- ----------------- -------------- REVENUE: Lease income $265,000 $257,000 $553,000 $538,000 Interest income 26,000 22,000 51,000 44,000 ---------------- -------------- ----------------- -------------- 291,000 279,000 604,000 582,000 ---------------- -------------- ----------------- -------------- COSTS AND EXPENSES: Cost of operations 36,000 38,000 72,000 69,000 Depreciation and amortization 59,000 63,000 117,000 125,000 Idle facility costs 5,000 9,000 13,000 21,000 Partnership administrative expenses 24,000 26,000 50,000 53,000 ---------------- -------------- ----------------- -------------- 124,000 136,000 252,000 268,000 ---------------- -------------- ----------------- -------------- NET INCOME $167,000 $143,000 $352,000 $314,000 ================ ============== ================= ============== Allocation of net income Limited partners $150,000 $127,000 $319,000 $282,000 General partner 17,000 16,000 33,000 32,000 ---------------- -------------- ----------------- -------------- $167,000 $143,000 $352,000 $314,000 ================ ============== ================= ============== Limited partners' allocation per unit $2.88 $2.44 $6.13 $5.42 ================ ============== ================= ============== See accompanying notes to Condensed Financial Statements. 3 QSR INCOME PROPERTIES, LTD., a California Limited Partnership CONDENSED STATEMENTS OF PARTNERS' EQUITY (Unaudited) Limited General Partners Partners Total ----------- ---------- ----------- Balance at December 31, 1995 $11,378,000 $91,000 $11,469,000 Net income 319,000 33,000 352,000 Distributions (338,000) (33,000) (371,000) ----------- ---------- ----------- Balance at June 30, 1996 $11,359,000 $91,000 $11,450,000 =========== ========== =========== See accompanying notes to Condensed Financial Statements. 4 QSR INCOME PROPERTIES, LTD., a California Limited Partnership CONDENSED STATEMENTS OF CASH FLOWS For the six month periods ended June 30, 1996 and 1995 (Unaudited) 1996 1995 ---------------- ---------------- Cash flows from operating activities: Net income $352,000 $314,000 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 117,000 125,000 (Increase) decrease in accounts receivable (32,000) 12,000 (Decrease) increase in accounts payable (1,000) 9,000 ---------------- ---------------- Total adjustments 84,000 146,000 ---------------- ---------------- Net cash provided by operating activities 436,000 460,000 ---------------- ---------------- Cash flows from financing activities: Principal payments on notes receivable 6,000 19,000 Distributions paid to partners (371,000) (371,000) ---------------- ---------------- Net cash used in financing activities (365,000) (352,000) ---------------- ---------------- Net increase in cash and cash equivalents 71,000 108,000 Cash and cash equivalents at the beginning of the period 1,630,000 1,115,000 ---------------- ---------------- Cash and cash equivalents at the end of the period $1,701,000 $ 1,223,000 ================ ================ See accompanying notes to Condensed Financial Statements. 5 QSR INCOME PROPERTIES, LTD., a California Limited Partnership NOTES TO CONDENSED FINANCIAL STATEMENTS 1. The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures contained herein are adequate to make the information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes appearing in the Partnership's Form 10-K for the year ended December 31, 1995. 2. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal accruals, necessary to present fairly the Partnership's financial position at June 30, 1996 and December 31, 1995, the results of its operations for the three and six months ended June 30, 1996 and 1995 and its cash flows for the six months then ended. 3. The results of operations for the three and six months ended June 30, 1996 are not necessarily indicative of the results expected for the full year. 6 QSR INCOME PROPERTIES, LTD., a California Limited Partnership MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS June 30, 1996 The Partnership was formed to acquire and operate pizza restaurants. All twenty-three of the Partnership's restaurants were closed because of disappointing operating results. Of the twenty-three restaurants closed, four have been sold, three lease commitments have been terminated and fifteen facilities have been leased to unaffiliated third parties. The Partnership is continuing efforts to lease or sell its final closed restaurant (located in Coon Rapids, Minnesota) that has not yet been redeployed. This property may not be redeployable in the foreseeable future because of current market conditions. Results of Operations - --------------------- The Partnership's net income for the three and six months ended June 30, 1996 increased $24,000 and $38,000, respectively, over the same periods in 1995. These increases are primarily attributable to increases in lease income and interest income, combined with decreases in idle facility costs and depreciation expense. Lease income for the three and six months ended June 30, 1996 increased $8,000 and $15,000, respectively, over the same periods in 1995 as the result of scheduled escalations in lease income. Included in lease income for the six month periods ended June 30, 1996 and 1995 is approximately $25,000 and $26,000, respectively, of additional lease income under a percentage rent feature with respect to incremental sales above specified levels. Cost of operations increased $3,000 for the six month period ended June 30, 1996 over the same period in 1995, due primarily to an increase in office expenses associated in operating the Partnership's leased properties. Cost of operations for the three month period ended June 30, 1996 decreased $2,000 compared to the same period in 1995. Idle facility costs decreased $4,000 and $8,000, respectively, for the three and six month periods ended June 30, 1996 compared to the same periods in 1995. The decreases are primarily attributable to the sale of the Partnership's Iliff, Colorado property in November 1995. Depreciation expense decreased $4,000 and $8,000, respectively, for the three and six month periods ended June 30, 1996 compared to the same periods in 1995. The decreases are primarily attributable to the sale of the Partnership's Iliff, Colorado property in November 1995. Liquidity and capital resources - ------------------------------- For the six month period ended June 30, 1996, the Partnership's activities generated cash flow of $436,000. This represents a $24,000 decrease compared to the cash flow of $460,000 generated by the Partnership for the six month period ended June 30, 1995. Cash flow from the Partnership's operations have been sufficient to meet all current obligations of the Company. For the three month period ended June 30, 1996, the Partnership's distribution paid remained stable at $3.25 per Partnership unit, compared to the three months ended June 30, 1995. 7 PART II. OTHER INFORMATION Items 1 through 5 are not applicable. Item 6 Exhibits and Reports on Form 8-K a) Exhibits - the following exhibit is included herein: (27) Financial Data Schedule b) Reports on 8-K - None SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DATED: August 12, 1996 QSR Income Properties, Ltd., a California Limited Partnership BY: /s/ B. Wayne Hughes -------------------- B. Wayne Hughes General Partner 8