<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
TRANSITION REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ---------- to ---------------
Commission file number: 0-8901
CASA MUNRAS HOTEL PARTNERS, L.P.
(Name of small business issuer as specified in its charter)
California 95-3235627
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5525 OAKDALE AVENUE, SUITE 300, WOODLAND HILLS, CALIFORNIA 91364
(Address of principal executive offices, including zip code)
(818) 888-6500
(Issuer's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) Limited Partnership Units
of the Exchange Act: (Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
--- ---
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ X ]
State Issuer's revenues for its most recent fiscal year: $3,305,500
The aggregate market value of the voting securities held by non-affiliates is
not determinable as there is no trading market for the Issuer's limited
partnership units and the securities have only limited transfer rights.
<PAGE> 2
PART I.
Items 1. Business.
Effective August 30, 1994, Casa Munras Hotel Partners, L.P.
(the "Registrant"), a California limited partnership, changed its name from
Western Host Monterey Partners to its current name. The Registrant was organized
on March 31, 1978, following the completion of a public offering of 4,455
limited partnership units (the "Units") at a public offering price of $1,000 per
Unit and a capital contribution to the Registrant of an aggregate of $45,000 by
its two general partners, John F. Rothman and Ronald A. Young (the "General
Partners"). The owners of the Units are hereinafter referred to as the "Limited
Partners," and the Limited Partners and the General Partners collectively are
hereinafter referred to as the "Partners". The Registrant's principal executive
offices are located at 5525 Oakdale Avenue, Suite 300, Woodland Hills,
California 91364. Its telephone number is (818) 888-6500.
The Registrant owns a hotel, restaurant, bar, banquet
facilities and several leased retail stores in Monterey, California, known as
the Casa Munras Garden Hotel. For additional information about this property,
see Item 2 of this Report. Unless the context indicates otherwise, references
herein to the "Hotel" are to the entire hotel, restaurant, bar, banquet and
retail complex. The Registrant acquired and began operating the Hotel on May 1,
1978.
The General Partners believe that the operations of the
lodging, restaurant and bar, banquet and retail facilities of the Hotel are
interdependent and therefore do not constitute separate business segments. Of
the total revenues of $3,305,500, $3,157,302 and $3,478,747 generated at the
Hotel for the years ended December 31, 1995, 1994 and 1993, approximately 76%,
76% and 77% represented room sales, 19%, 19% and 19% food and beverage sales and
3%, 3% and 2% lease revenues, respectively. The balance represented telephone
revenues, interest and other income, including income from retail operations.
The business of the Registrant is to hold the Hotel and any
additional hotels, when and if acquired, for long-term investment. The principal
objectives of the Registrant are to generate cash flow for periodic
distributions to its Partners and to realize capital growth and appreciation in
the underlying value of the Registrant's assets, neither of which objective can
be assured.
Concurrently with its acquisition of the Hotel, the Registrant
entered into a 25-year management contract (the "Original Management Contract")
with Western Host, Inc. ("Western Host") for the management and operation of the
hotel portion of the Hotel. At the time the Original Management Contract was
entered into, the General Partners were the sole owners, directors and officers
of Western Host. For information concerning the business of Western Host and the
relationships between Messrs. Rothman and Young and Western Host, see Item 9 of
this Report.
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Effective January 1, 1993, Western Host subcontracted with
Westland Hotel Corporation ("Westland") to manage the operations of the Casa
Munras and any additional Registrant projects on a month-to-month basis. For
its services under the subcontract, Westland received a submanagement fee equal
to 4% of the Hotel's operating revenues. In May 1994, the Partnership and
Western Host entered into an agreement that terminated the Original Management
Contract with Western Host effective as of April 15, 1994 and Western Host
released all claims arising out of such termination. Upon termination of the
Original Management Contract, a new management agreement was entered into by
the Registrant with Westland (the "New Management Contract") under the same
terms and conditions as the Original Management Contract but with an expiration
date in April 2014. For additional information concerning Westland and the
relationship of the General Partners to Westland, see Item 9 of this report.
Pursuant to the New Management Contract Westland has the
exclusive right and obligation to manage all operations of the Hotel (including
the Hotel's restaurant, bar and banquet facilities unless they are leased by the
Registrant to another operator), to handle all collections and disbursements of
funds and to maintain the books and records of the Hotel. Westland is
responsible for, among other things, making all necessary repairs to the Hotel
(at the Registrant's expense), billing and providing credit services to
customers and guests of the Hotel, obtaining insurance for the Hotel and
administering Hotel working capital and operating funds. The Registrant is
required to make available sufficient working capital to permit Westland to
operate the Hotel, pay all expenses when due and purchase supplies and
inventory. For information with respect to the amounts payable to Westland
pursuant to the New Management Contract, see Item 12 of this Report.
Westland also is responsible for hiring, training and
supervising the staff of the hotel portion of the Hotel. Since January 1, 1993,
the services of a general manager and a restaurant manager have been provided to
the Registrant by Westland. All other employees of the Hotel are employees of
the Registrant and not Westland.
Inasmuch as one of the General Partners controlled Westland at
the time the New Management Contract was entered into, the compensation paid to
Westland and the other terms and conditions of such agreement cannot be deemed
to have been negotiated or established at arms' length, and the relationship
between the General Partners and Westland was not at arms' length and may have
resulted in certain conflicts of interest.
The hotel and motel industry on the Monterey Peninsula
historically has been seasonal and tourist-oriented. However, with the
development of major hotel facilities which can accommodate large numbers of
guests and provide meeting and banquet facilities for conventions and groups,
the construction of the Monterey Conference Center, and extensive year-round
promotional efforts by local business associations, the hotel market has changed
and is no longer strictly seasonal. The summer months continue to produce the
highest occupancy and average room rates at the Hotel, but substantial levels of
business activity are being generated in the fall, part of the winter and the
spring.
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The following table summarizes room sales, food and beverage
sales, total revenues, hotel occupancy and average room rates for calendar
quarters of the years ended December 31, 1995, 1994 and 1993:
<TABLE>
<CAPTION>
For the Three Months Ended
-------------------------------------------------------------------------
March 31 June 30 September 30 December 31 Total
-------- ------- ------------ ----------- -----
<S> <C> <C> <C> <C> <C>
Room Sales
1995 $377,769 $620,185 $1,009,249 $514,412 $2,521,615
1994 377,486 589,871 923,032 514,403 2,404,792
1993 429,895 744,314 982,541 514,541 2,671,291
Food &
Beverage
Sales
1995 $108,998 $170,309 $ 196,286 $143,931 $ 619,524
1994 107,856 165,509 195,019 145,374 613,758
1993 135,921 188,415 186,996 156,410 667,742
Total
Revenues
1995 $524,389 $828,853 $1,252,326 $699,932 $3,305,500
1994 513,463 788,321 1,160,242 695,276 3,157,302
1993 600,196 964,862 1,211,713 701,976 3,478,747
Hotel
Occupancy
1995 41% 64% 90% 53% 62%
1994 42% 59% 83% 49% 58%
1993 49% 77% 90% 54% 68%
Average
Room Rate
1995 $ 67.79 $ 70.60 $ 80.53 $ 69.42 $ 73.52
1994 66.42 72.73 80.12 74.57 74.66
1993 67.42 70.49 79.01 68.52 71.86
</TABLE>
The Hotel faces competition on the Monterey Peninsula from
approximately 48 hotels with approximately 3,900 rooms of varying quality and
size operated by individuals and corporations, some with greater financial
resources than the Registrant or with more experience than the General Partners
or Westland. The impact of this competition on the
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operations of the Hotel is difficult to evaluate, but competition is based on
price, service, amenities and location. However, the General Partners believe
that the occupancy levels of the Hotel are comparable to other similar hotels
and motels on the Monterey Peninsula.
The Hotel operates 24 hours a day every day of the year. The
Registrant currently employs approximately 70 full time employees, none of whom
is covered by a collective bargaining agreement. Employees are entitled to paid
vacations, participation in health and life insurance programs, and other
fringe benefits comparable to those generally available to hotel employees in
the area. The General Partners believe that employee relations are
satisfactory.
Borrowings
In March 1994, an affiliate of one of the General Partners
advanced $250,000 to the Registrant and the Registrant executed an unsecured
promissory note in favor of such affiliate. Interest accrues on the unpaid
principal balance at the rate of 10% per annum. The note provides that principal
and all accrued and unpaid interest are payable on demand. For the years ended
December 31, 1995 and 1994, $28,444 and $21,632, respectively, of accrued but
unpaid interest has been added to principal. The proceeds of the advance were
used by the Registrant to purchase property and equipment in connection with the
renovation of the Hotel.
The Partnership has available a $900,000 unsecured revolving
credit facility evidenced by a Multiple Disbursement Note from a bank, obtained
in September, 1995, with a term of one year. Interest accrues on borrowings
under the Multiple Disbursement Note at the banks prime rate plus 1.5%. The
Multiple Disbursement Note borrowings are permitted to be used to fund
additional property and equipment acquisitions, to pay off the advance from the
affiliate of the General Partner and for working capital purposes, if required.
As of December 31, 1995, there was $4,500 outstanding under the Multiple
Disbursement Note. The General Partners intend to negotiate a term note
agreement for any borrowings outstanding upon expiration of the Multiple
Disbursement Note.
Item 2. Properties.
The Hotel is located at the southwest corner of Munras and
Fremont Streets in Monterey, California, on an irregularly shaped parcel of land
(the "Site") of approximately 3.5 acres. Fremont is the principal east-west
business thoroughfare into downtown Monterey from U.S. Highway 1. Highway 1 is
approximately one and one-half miles east of the Hotel and provides access
between San Francisco and Los Angeles. Munras Street is a principal north-south
street from the downtown area, providing access from Highway 1 to the
communities of Pebble Beach and Carmel. The Site is within walking distance of
the downtown area, and is located approximately six blocks from the Monterey
Conference Center. Fisherman's Wharf and Cannery Row are within a few minutes
driving time of the
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Hotel. The Site is serviced by all public utilities, including sewer,
electricity, gas and water.
While portions of the main Hotel building are more than 150
years old, most of the guest rooms were constructed and placed in operation 30
to 35 years ago. There are 150 guest rooms located in 10 one-and two-story
buildings, most of which are oriented toward a central courtyard, garden area
and swimming pool. In addition, there is a main building containing the lobby
area, the restaurant, bar and banquet facility, several offices and meeting
rooms capable of accommodating groups from 10 to 200. Located on the perimeter
of the Site on Fremont and Munras are a number of business offices and retail
commercial spaces, all of which are leased to tenants. There is adequate on and
off-street parking to serve the Hotel, with access from Fremont Street along
Munras Avenue.
The Hotel is of historic Monterey or Spanish-type
architectural design, and the buildings are wood frame and stucco, concrete or
concrete block construction with wood shake or tile roofs. The guest rooms can
accommodate one to four occupants and contain closet space, dressing area and
bathroom, as well as sleeping areas and informal sitting space. All guest rooms,
restaurant facilities and public areas are fully decorated and completely
furnished and equipped. There is no air conditioning in the Hotel. The entire
Site around the building areas is paved for parking and the grounds are well
landscaped and fully lighted.
The hotel has been undergoing a substantial capital
refurbishment program. The general condition of all of the buildings and other
facilities of the Hotel is good. The Registrant expended $314,067 in 1995 and
$505,021 in 1994 for capital additions and improvements to the Hotel and expects
to spend additional amounts in 1996 for such purposes. Funds will be provided
from a bank line of credit (See "Liquidity and Capital Resources" and Item 1 of
this Report).
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
The approximate number of holders of the Units (the
Registrant's only class of equity securities) as of March 28, 1996, was 646. No
public trading market exists for the Units.
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The following cash distributions were paid to the Registrant's
Partners during 1994, 1995 and through March 28, 1996:
<TABLE>
<CAPTION>
Distribution Aggregate Amount
Date of Distribution Per Unit(*) of Distributions(*)
------------ -------------------
<S> <C> <C>
January 31, 1994 $ 10.00 $ 45,000
July 31, 1994 30.00 135,000
October 31, 1994 40.00 180,000
January 31, 1995 20.00 90,000
July 31, 1995 30.00 135,000
October 31, 1995 50.00 225,000
January 31, 1996 20.00 90,000
</TABLE>
- ------------------------
(*) For the purpose of distributions, the General Partners' $45,000 capital
contribution is considered the equivalent of 45 Units.
Item 6. Management's Discussion and Analysis or Plan of Operation.
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues $3,305,500 $3,157,302 $3,478,747 $3,650,304 $3,669,171
Net Income $ 286,698 $ 289,986 $ 577,456 $ 634,663 $ 725,982
Income Per
Unit $ 63.71 $ 64.44 $ 128.32 $ 141.04 $ 161.33
Cash Distri-
butions
Per Unit(*) $ 100.00 $ 90.00 $ 120.00 $ 140.00 $ 140.00
Total Assets
at December
31, $3,691,851 $3,800,801 $3,667,232 $3,755,665 $3,682,024
Long-Term Obli-
gations at
December 31,
(including
current portion) $ -0- $ -0- $ -0- $ -0- $ -0-
</TABLE>
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- ------------------------------
(*) Distributions made in January each year are treated as distributions for the
immediately preceding year.
Year ended December 31, 1995 as compared to year ended December 31, 1994
An increase in occupancy rates, 62% versus 58%, partially
offset by a reduction in average room rate, $73.52 versus $74.66, resulted in an
increase in room revenue to $2,521,615 from $2,404,792 for 1995 as compared to
1994. This increase in occupancy factors is attributed to increased pleasure
travel during the 1995 summer tourist season as compared to the similar period
in 1994. The General Partners continue to believe that the reduction in new
construction of hotels in the Monterey area imposed by the City of Monterey
should result in favorable occupancy rates and increased average room rate
growth for the Hotel. Should California economic conditions become worse, the
General Partners believe revenue and profitability levels of the Hotel could be
unfavorably affected. The General Partners believe that the Las Vegas hotel
market is the principal competition in the Monterey leisure market, and that
such competition will continue and is likely to increase in the future.
Food and beverage revenues totalled $619,524 for 1995 as
compared to $613,758 for 1994. The slight increase in these revenues is
attributed to increased hotel occupancy, as Hotel patrons remain the largest
source of guests for the restaurant and lounge.
Operating expenses totalled $3,018,802 and $2,867,316, or
approximately 91% of revenue, in calendar 1995 and 1994, respectively.
Year ended December 31, 1994 as compared to year ended December 31, 1993
A decrease in the occupancy rates, 58% versus 68%, partially
offset by an increase in average room rate, $74.66 versus $71.86, resulted in a
decrease in room revenue to $2,404,792 from $2,671,291 for 1994 as compared to
1993. The decrease in revenues was principally attributable to the recession in
the state of California, and increased competition from the Las Vegas hotel
market for tourist activity as a result of the recent completion of a
substantial number of new hotel rooms.
Food and beverage revenues declined to $613,758 from $667,742
or 8% in 1994 as compared to 1993. The decline was attributable to the decrease
in occupancy at the hotel, since hotel patrons are the largest source of guests
for the restaurant and lounge.
Operating expenses totalled $2,867,316, or 91% of total
revenue, in 1994 as compared to $2,901,291, or 83% of total revenue, in 1993.
The increase in operating expenses as a percentage of total revenue was
primarily attributable to increased depreciation due to asset additions from the
renovation, increased administrative costs due to workman's compensation retro
premium charges in 1994 and increased marketing costs.
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Liquidity and Capital Resources
The Registrant's primary source of cash is from the operation
and leasing of the Hotel.
During 1995, the Registrant generated $660,966 in net cash
provided by operating activities. Distributions to Partners totalled $450,000,
or a 10% return of original invested capital.
It is estimated that approximately $300,000 will be expended
in 1996 to continue the renovation of the Hotel. These acquisitions of property
and equipment are expected to be funded from cash provided by operations and
borrowings under the Multiple Disbursement Note. For additional information with
respect to this facility, see the section of Item 1 of this Report captioned
"Borrowings", which section is incorporated in this Item by reference.
The General Partners intend, to the extent cash from
operations is available, to continue making cash distributions to the Partners
at amounts approximating the Registrant's net income.
Item 7. Financial Statements.
The following financial statements are included in this Report
in response to this Item immediately prior to the signature page:
Independent Auditors' Report.
Balance Sheets at December 31, 1995 and 1994.
Statements of Operations for the years ended December 31, 1995, 1994
and 1993.
Statements of Changes in Partners' Equity for the years ended
December 31, 1995, 1994 and 1993.
Statements of Cash Flows for the years ended December 31, 1995, 1994
and 1993.
Notes to Financial Statements for the years ended December 31, 1995,
1994 and 1993.
Item 8. Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure.
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Central Persons;
Compliance with Section 16(a) of the Exchange Act.
The Registrant has no directors or executive officers. The
General Partners of the Registrant are Messrs. Rothman and Young. Mr. Rothman,
age 61, and Mr. Young, age 68, have been the General Partners of the Registrant
since its formation on March 31, 1978, and are named as the General Partners by
the Certificate and Agreement of Limited Partnership of Casa Munras Hotel
Partners, L.P. (the "Partnership Agreement"), which was entered into by and
among the General Partners and the Limited Partners.
Since March 1990, Mr. Rothman has been an independent real
estate investor. Mr. Rothman is also currently a consultant to Westland and the
sole shareholder of The Northstar Group, a corporation leasing and operating a
hotel/casino in Las Vegas, Nevada.
Prior to December 1992, Mr. Young was the president and
chief executive officer of Hotel Investors Corporation, a publicly traded hotel
management company that was the sole stockholder of Western Host. Since December
1992, Mr. Young has been the president and chief executive officer and the sole
stockholder of Westland.
Messrs. Young and Rothman are the general partners of
Sacramento Hotel Partners, L.P. ("SHP"), a California limited partnership. In
April 1990, SHP sold its interest in a hotel located in Sacramento, California
and presently holds a note from the purchaser secured by a deed of trust on the
real property sold.
Item 10. Executive Compensation.
The General Partners did not receive any compensation from the
Registrant for serving as the Registrant's general partners during any of 1995,
1994 or 1993.
Set forth below is a summary of all compensation which may be
payable to the General Partners pursuant to the Partnership Agreement. All such
fees and amounts are payable one-half to each of the General Partners.
(1) Acquisitions. In the event the Registrant purchases
additional hotels, the General Partners are entitled to an acquisition fee of
$20,000 per hotel.
(2) Operations. The General Partners are entitled to a
transfer fee of up to
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$50 per transfer of Units.
(3) Disposition of Borrowing. Upon the sale or
refinancing of the Hotel, the General Partners are entitled to 25% of the cash
proceeds subordinated to (i) a 12% per annum cumulative return on the capital
contributions of the Partners, and (ii) the return of such capital contributions
to the Partners, to the extent such proceeds are distributed to the Partners.
(4) Removal of General Partners. The Partnership
Agreement provides that if either or both of Messrs. Rothman and Young should be
removed as General Partner(s) of the Registrant by vote or written consent of
the holders of a majority of the Units then held by Limited Partners entitled to
vote, the Registrant will have the right, but not the obligation, to terminate a
removed General Partner's interest in the compensation owed to such General
Partner upon the sale or refinancing of the Hotel upon payment to such General
Partner of an amount equal to the value of his interest in such compensation on
the date of his removal, based upon the market value of the assets of the
Registrant on and as if such assets were sold on the date of his removal. If the
removed General Partner and the Registrant cannot mutually agree upon such value
within 30 days following the election by the Registrant to so terminate the
General Partner's interest, such value will be determined by arbitration.
Payment to a removed General Partner of the value of his interest at the option
of the Registrant will be made either (i) in a lump sum within 30 days following
determination of the value thereof, or (ii) in equal installments of principal
and interest at 7% per annum over a period of 60 months.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
(a) Security ownership of certain beneficial owners.
Except as set forth below, there is no person known to the
Registrant to be the beneficial owner of more than 5% of the Units. The
following information is based upon Amendment No. 1 to Schedule 13D filed with
the Securities and Exchange Commission dated May 5, 1988, and as updated by the
records of the Registrant.
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<TABLE>
<CAPTION>
Number of
Units and
Nature of
Beneficial
Name and Address of Ownership at Percent
Title of Class Beneficial Owner March 28, 1996 of Class
- -------------- ------------------- -------------- --------
<S> <C> <C> <C>
Limited Partner- Liquidity Fund IX 2 (*) .045
ship Units Liquidity Fund XI 7 (*) .157
Liquidity Fund XIII 11 (*) .247
Liquidity Fund XIV 117 (*) 2.626
Liquidity Fund XV 3 (*) .067
Liquidity Income/
Growth Fund 85 48 (*) 1.077
Liquidity Fund High
Yield Institutional
Investors 8 (*) .180
Liquidity Fund Tax-
Exempt Partners 28 (*) .629
Liquidity Fund Tax-
Exempt Partners II 72 (*) 1.616
LF 73 30 (*) .673
LF 74 46 (*) 1.033
Liquidity Financial Grp. L.P. 9 (*) .202
Liquidity Fund General Ptrs. II 1 (*) .022
Liquidity Fund General Ptrs. II
FBO Sean S. Subas 1 (*) .022
LFG Liquidating Interest, L.P. 5 (*) .112
LF 31 47 (*) 1.055
2200 Powell Street
Emeryville, CA 94608
</TABLE>
- -----------------
(*) Each of such funds (the "Funds") owns such Units directly. Each of
such funds has sole voting and disposition power with respect to such
Units, which powers are exercised on behalf of such Fund by its general
partner(s). Liquidity Fund General Partners ("LFGP") is the sole
general partner of Liquidity Fund XI, Liquidity Fund XII, Liquidity
Fund XIII, Liquidity Fund XIV, Liquidity Fund XV and Liquidity
Income/Growth Fund 85. The general partners of Liquidity Fund IX are
Liquidity Fund Management, Inc. ("LFMI") and Messrs. Richard G.
Wollack, Bryson S. Randolph and Brent R. Donaldson. The general
partners of Liquidity Fund High Yield Institutional Investors are LFGP
and Liquidity Fund Associates II ("LFA"). The general partners of LFGP
are Messrs. Wollack, Randolph, Donaldson and Sean S. Subas. The
officers and directors of LFMI are Messrs. Wollack, Donaldson and
Subas. The general partner of LFA is LFGP. The general partners of
Liquidity Fund Tax-Exempt Partners and Liquidity Fund Tax-Exempt
Partners II are Liquidity Fund
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General Partners II ("LFGPII") and Liquidity Fund Partners ("LFP").
The general partners of LFGPII are Messrs. Wollack, Donaldson, Subas
and Robert S. Condon. The general partner of LFP is LFGPII.
(b) Security ownership of management.
<TABLE>
<CAPTION>
Number of Units and
Nature of Beneficial
Name of Ownership as of Percent
Beneficial Close of Business on of
Title of Class Owner March 28, 1996 Class
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Limited John F. Rothman 21 Units* .471
Partnership Ronald A. Young 33 Units* .741
Units
</TABLE>
- -----------------
(*) Owned directly.
In addition, each General Partner owns a .5% interest in the
equity, profits and losses of the Registrant by virtue of his $22,500 capital
contribution to the Registrant upon its formation.
Item 12. Certain Relationships and Related Transactions.
As described in Item 9, all of the outstanding stock of
Westland is owned by Mr. Young, and Mr. Rothman is a consultant to Westland.
Messrs. Young and Rothman have agreed that a portion of Westland's net income
(based upon a predetermined formula) will be paid to Mr. Rothman for his
consulting services.
Pursuant to the New Management Contract, Westland is entitled
to receive from the Registrant for Westland's services in managing the Hotel:
(a) a minimum management fee equal to 4% of room revenues and food and beverage
sales ("Hotel Revenues"), payable monthly and adjusted at year-end, and (b) an
incentive management fee, calculated and paid annually, equal to the lesser of
(1) 12% of profits before debt service and depreciation, as defined, and (2) the
excess of the Registrant's cash flow over an amount equal to 12% of the
Partners' then-invested capital, as defined. Proceeds of any sale or refinancing
of the Hotel are not considered in computing the incentive management fee.
During 1995, Westland made available to the Registrant various
services in connection with the acquisition of furniture, fixtures, equipment
and supplies for the Hotel, the procurement of insurance for the Hotel, and
other administrative matters. Such services or goods were purchased by the
Registrant from Westland at its cost. For 1995 and 1994, $468,483 and $618,472,
respectively, were paid or payable to Westland as reimbursement for such
purchases. Westland made available
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<PAGE> 14
to the Registrant all trade discounts offered by vendors for early payment.
During 1995, Westland provided bookkeeping services to the
Registrant. The fee paid by the Registrant to Westland for these services is
computed by Westland by taking the total of all direct labor costs of providing
bookkeeping services to the hotels it manages and allocating to the Registrant a
pro rata portion of such costs based on the ratio of the number of rooms in the
Hotel to the number of rooms in all hotels managed by Westland. Westland also is
entitled to reimbursement by the Registrant of certain payroll related costs,
administration expenses and professional fees, when incurred. The bookkeeping
service fee and other reimbursable costs, expenses and fees paid or payable to
Westland for 1995 and 1994 totaled $26,592 for each year.
In the event the Registrant purchases one or more additional
hotels, Westland will be entitled to an initial management fee in the amount of
$20,000 per hotel for services to be rendered in connection with taking over and
reorganizing such hotel. In addition, Westland will be entitled to receive 5% of
the direct costs of (a) any capital improvement or refurbishment program costing
in excess of $75,000 implemented in connection with the acquisition of any
additional hotel, and (b) the construction of any additional rooms real property
improvements, including the construction of additional rooms at such hotel.
See also Item 10 for a description of the compensation that
may be payable to the General Partners under the circumstances described
therein.
PART IV
Item 13. Exhibits, List and Reports on Form 8-K.
(a) Exhibits:
Exhibit
Number Description
- ------- -----------
3.1 Certificate and Agreement of Limited Partnership of
Casa Munras Hotel Partners, L.P. (formerly Western
Host Monterey Partners), dated March 31, 1978 and
filed April 19, 1978 (incorporated by reference to
Exhibit 1 to the Registrant's Registration of the
Units on Form 10).*
3.2 Amendment to Agreement of Limited Partnership of Casa
Munras Hotel Partners, L.P. (formerly Western Host
Monterey Partners) dated as of August 30, 1994
(incorporated by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1994).
14
<PAGE> 15
10.1 Unsecured Demand Promissory Note dated March 21,
1994, in the principal amount of $250,000 executed by
Casa Munras Hotel Partners, L.P. (formerly Western
Host Monterey Partners) in favor of the Maxine Fulton
Retirement Trust dtd 4/21/82 (incorporated by
reference to Exhibit 10.4 of the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1993).
10.2 Settlement and Release Agreement dated as of April
15, 1994 by and among John F. Rothman, Ronald A.
Young, Hotel Investors Corporation, Hotel Investors
Trust and Western Host, Inc. (incorporated by
reference to Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1994).
10.3 Termination of Management Contracts Agreement dated
as of April 15, 1994 by and among Western Host, Inc.,
John F. Rothman, Ronald A. Young, Westland Hotel
Corporation, Western Host Fresno Partners, Western
Host Stockton Partners, Western Host Bakersfield
Partners, Western Host Properties, Western Host
Monterey Partners, Western Host Pasadena Partners,
Western Host San Francisco Partners, Hotel Investors
Corporation and Hotel Investors Trust (incorporated
by reference to Exhibit 10.3 to the Registrant's
Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1994).
10.4 Management Contract dated as of April 15, 1994 by and
between Casa Munras Hotel Partners, L.P. (formerly
Western Host Monterey Partners) and Westland Hotel
Corporation (incorporated by reference to Exhibit
10.4 to the Registrant's Quarterly Report on Form
10-QSB for the quarter ended June 30, 1994).
10.5 Multiple Disbursement Note dated as of September 29,
1995 by and between Casa Munras Hotel Partners, L.P.
(formerly known as Western Host Monterey Partners)
and City National Bank (incorporated by reference to
Exhibit 10.4 to the Registrant's Quarterly Report on
Form 10-QSB for the quarter ended September 30,
1995).
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the last quarter
of the period covered by this Report.
* Copies of Amendments to the Certificate and Agreement of Limited
Partnership of Casa Munras Hotel Partners, L.P. executed to reflect the
admission to the Registrant of substituted Limited Partners will be
furnished on request.
15
<PAGE> 16
SIGNATURES
In accordance with to the requirements of Section 13 or 15(d)
of the Exchange Act, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CASA MUNRAS HOTEL PARTNERS, L.P.
By: /s/ John F. Rothman Date: March 28, 1996
----------------------------
John F. Rothman
General Partner
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
By: /s/ John F. Rothman Date: March 28, 1996
----------------------------
John F. Rothman
General Partner
By: /s/ Ronald A. Young Date: March 28, 1996
----------------------------
Ronald A. Young
General Partner
<PAGE> 17
INDEPENDENT AUDITORS' REPORT
To the Partners
Casa Munras Hotel Partners, L.P.:
We have audited the accompanying balance sheets of Casa Munras Hotel Partners,
L.P. (formerly Western Host Monterey Partners, a Limited Partnership) as of
December 31, 1995 and 1994, and the related statements of operations, changes in
partners' equity, and cash flows for each of the three years in the period ended
December 31, 1995. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Partnership at December 31, 1995 and
1994, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1995 in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
March 13, 1996
<PAGE> 18
CASA MUNRAS HOTEL PARTNERS, L.P.
(A Limited Partnership)
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 213,250 $ 287,907
Accounts receivable 104,739 89,448
Food and beverage inventories 18,215 16,340
Prepaid expenses 21,351 46,123
----------- -----------
Total current assets 357,555 439,818
----------- -----------
LAND, PROPERTY AND EQUIPMENT - at cost:
Building and improvements 4,562,255 4,405,061
Hotel furnishings and equipment 1,172,949 1,032,648
Restaurant furnishings and equipment 23,293 6,721
Less accumulated depreciation (3,164,201) (2,829,280)
----------- -----------
2,594,296 2,615,150
Land 700,000 700,000
----------- -----------
Land, property and equipment - net 3,294,296 3,315,150
----------- -----------
OTHER ASSETS:
Liquor license 40,000 40,000
Loan commitment fee - net 5,833
----------- -----------
Total other assets 40,000 45,833
----------- -----------
TOTAL $ 3,691,851 $ 3,800,801
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade 41,345 61,594
Accounts payable - related parties 98,917 40,457
Accrued incentive management fees - related parties 15,613 41,342
Accrued salaries and wages 51,998 40,523
Accrued room and sales tax 24,707 27,256
Distributions payable 90,000 90,000
Short-term borrowing 4,500
Note payable to affiliate 300,076 271,632
----------- -----------
Total current liabilities 627,156 572,804
----------- -----------
COMMITMENTS (Note 5)
PARTNERS' EQUITY
General Partners (45 units issued and outstanding) 30,648 32,280
Limited Partners (4,455 units issued and outstanding) 3,034,047 3,195,717
----------- -----------
Total partners' equity 3,064,695 3,227,997
----------- -----------
TOTAL $ 3,691,851 $ 3,800,801
=========== ===========
</TABLE>
See accompanying notes to financial statements.
- --------------------------------------------------------------------------------
2
<PAGE> 19
CASA MUNRAS HOTEL PARTNERS, L.P.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994 1993
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES:
Room $ 2,521,615 $ 2,404,792 $ 2,671,291
Food and beverage 619,524 613,758 667,742
Lease 84,022 83,387 83,507
Telephone 56,770 42,269 41,121
Other 23,569 13,096 15,086
----------- ------------ ------------
Total 3,305,500 3,157,302 3,478,747
----------- ------------ ------------
OPERATING EXPENSES:
Rooms 744,945 752,364 796,318
Food and beverage 531,258 537,692 562,730
Administrative and general 349,517 272,774 260,943
Depreciation and amortization 345,254 317,837 272,870
Marketing 238,810 214,811 201,189
Management fees 225,452 215,899 254,367
Repairs and maintenance 190,234 178,000 187,709
Energy cost 170,478 170,437 160,561
Property taxes 63,235 61,234 59,123
Partnership administration and professional fees 58,496 55,389 47,038
Insurance 48,506 53,231 68,178
Interest 28,542 21,632 0
Telephone 24,075 16,016 30,265
----------- ------------ ------------
Total (includes reimbursed costs and payments for
services to related parties of $426,680,
$491,948 and $563,157 during 1995, 1994
and 1993, respectively) 3,018,802 2,867,316 2,901,291
----------- ------------ ------------
NET INCOME $ 286,698 $ 289,986 $ 577,456
=========== ============ ============
ALLOCATION OF NET INCOME:
General Partners 2,867 2,900 5,775
Limited Partners ($63.71 per Unit in 1995, $64.44
per Unit in 1994 and $128.32 per Unit in 1993,
based upon 4,455 Limited Partnership Units) 283,831 287,086 571,681
----------- ------------ ------------
Total $ 286,698 $ 289,986 $ 577,456
=========== ============ ============
CASH DISTRIBUTION PER LIMITED PARTNERSHIP
UNIT (based upon 4,455 Units outstanding):
Ordinary income $ 63.71 64.44 128.32
Undistributed ordinary income (8.32)
Return of capital 36.29 25.56
----------- ------------ ------------
$ 100.00 $ 90.00 $ 120.00
=========== ============ ============
</TABLE>
See accompanying notes to financial statements.
- --------------------------------------------------------------------------------
3
<PAGE> 20
CASA MUNRAS HOTEL PARTNERS, L.P.
(A Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNERS' PARTNERS'
EQUITY EQUITY TOTAL
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
BALANCE, JANUARY 1, 1993 $33,056 $3,272,499 $3,305,555
NET INCOME 5,775 571,681 577,456
DISTRIBUTIONS TO PARTNERS (5,400) (534,600) (540,000)
------- ---------- ----------
BALANCE, DECEMBER 31, 1993 33,431 3,309,580 3,343,011
NET INCOME 2,900 287,086 289,986
DISTRIBUTIONS TO PARTNERS (4,050) (400,950) (405,000)
------- ---------- ----------
BALANCE, DECEMBER 31, 1994 32,281 3,195,716 3,227,997
NET INCOME 2,867 283,831 286,698
DISTRIBUTIONS TO PARTNERS (4,500) (445,500) (450,000)
------- ---------- ----------
BALANCE, DECEMBER 31, 1995 $30,648 $3,034,047 $3,064,695
======= ========== ==========
</TABLE>
See accompanying notes to financial statements.
- --------------------------------------------------------------------------------
4
<PAGE> 21
CASA MUNRAS HOTEL PARTNERS, L.P.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994 1993
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income $ 286,698 $ 289,986 $ 577,456
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 345,254 317,837 272,870
Change in assets and liabilities:
Accounts receivable (15,291) (13,623) (15,402)
Food and beverage inventories (1,875) 2,802 (1,647)
Prepaid expenses 24,772 (23,900) 15,687
Accounts payable and accrued expenses (11,323) 41,961 (49,076)
Accounts payable and accrued expenses -
related parties 32,731 (65,010) (76,813)
--------- --------- ---------
Net cash provided by operating activities 660,966 550,053 723,075
--------- --------- ---------
INVESTING ACTIVITIES:
Acquisition of property and equipment (314,067) (505,021) (441,440)
--------- --------- ---------
FINANCING ACTIVITIES:
Borrowings from affiliate 28,444 271,632
Short-term borrowing 4,500
Loan commitment fees (4,500) (10,000)
Distributions to Partners (450,000) (405,000) (540,000)
--------- --------- ---------
Cash used for financing activities (421,556) (143,368) (540,000)
--------- --------- ---------
NET DECREASE IN CASH (74,657) (98,336) (258,365)
CASH AT BEGINNING OF YEAR 287,907 386,243 644,608
--------- --------- ---------
CASH AT END OF YEAR $ 213,250 $ 287,907 $ 386,243
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
- --------------------------------------------------------------------------------
5
<PAGE> 22
CASA MUNRAS HOTEL PARTNERS, L.P.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- --------------------------------------------------------------------------------
1. GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General Information:
General - Western Host Monterey Partners was formed on March 31, 1978 for
the purpose of acquiring, holding for investment and operating motor hotels
and related facilities. On May 1, 1978, the Partnership acquired the Casa
Munras Garden Hotel ("the Casa Munras") located in Monterey, California. The
Casa Munras has 150 guest rooms, a restaurant, bar and banquet facilities,
and several retail stores. Effective in August 1994, Western Host Monterey
Partners changed its name to Casa Munras Hotel Partners, L.P. ("the
Partnership").
The General Partners of the Partnership, Ronald A. Young and John F.
Rothman, each purchased a one-half percent interest in the Partnership. The
remaining 99% interest is owned collectively by the Limited Partners. The
General Partners are entitled to receive a $20,000 acquisition fee for each
motor hotel and related facilities subsequently acquired by the Partnership.
Allocations - Net profits, losses and cash flows from operations are to be
allocated among the Partners in proportion to their respective Partnership
interests. The net profits from the sale of all or substantially all of the
assets of the Casa Munras, or any future properties to be acquired by the
Partnership, and the cash flow resulting therefrom, are to be allocated in
accordance with the predetermined formula outlined in the Partnership
Agreement.
Summary of Significant Accounting Policies:
Inventories - Food and Beverage inventories are stated at the lower of cost
(first-in, first-out method) or market.
Fair Value of Financial Instruments and Concentrations of Credit Risk - The
following disclosure of estimated fair value was determined by available
market information and appropriate valuation methodologies. However,
considerable judgment is necessary to interpret market data and develop the
related estimates of fair value. Accordingly, the estimates presented herein
are not necessarily indicative of the amounts that could be realized upon
disposition of the financial instruments. The use of different market
assumptions and/or estimation methodologies may have a material effect on
the estimated fair value amounts.
6
<PAGE> 23
Cash, accounts receivable, food and beverage inventories, prepaid expenses,
other assets, accounts payable, accrued expenses and distributions payable
are carried at cost which reasonably approximate their fair value.
The carrying value of short-term debt and the note payable to affiliate
approximate fair value at December 31, 1995, as the related interest rates
are either variable or in line with market rates.
Property and Depreciation - Buildings and improvements are being depreciated
over useful lives ranging from 15 to 39 years using the straight-line
method. Hotel furnishings and equipment and restaurant furnishings and
equipment are being depreciated using primarily accelerated methods over
useful lives ranging from 5 to 7 years.
Income Taxes - In accordance with the provisions of the Internal Revenue
Code, the Partnership is not subject to the payment of income taxes, and no
provision, therefore, is required to be made herein. At December 31, 1995,
the Partnership's net assets and net income for financial reporting purposes
approximated the net assets and net income for Federal tax reporting
purposes.
Revenues - Revenues are recognized as earned. Earned is generally defined as
the date upon which a guest occupies a room and/or utilizes the hotel's
services. Ongoing credit evaluations are preformed and potential credit
losses are expensed at the time the account receivable is estimated to be
uncollectible. Historically, credit losses have not been material to the
hotel's results of operations.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Impairment of Long-Lived Assets - In March 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of." This statement requires that
long-lived assets to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Measurement of an
impairment loss for long-lived assets that an entity expects to hold and use
should be based on the fair value of the asset. The Partnership has not
adopted SFAS No. 121 for the current year, but will adopt SFAS No. 121
during the year ending December 31, 1996. Based on an evaluation of existing
long-lived assets, the Partnership does not anticipate a material effect on
the Partnership's financial statements in the year of adoption.
7
<PAGE> 24
2. NOTE PAYABLE TO AFFILIATE
On March 21, 1994, an affiliate of one of the General Partners advanced
$250,000 and issued an unsecured 10% demand note to the Partnership. Under
the terms of the demand note, accrued monthly interest is added to the then
outstanding principal balance upon which cumulative interest is accrued for
the subsequent month. For the years ended December 31, 1995 and 1994,
$28,444 and $21,632, respectively, of accrued and unpaid interest has been
added to principal.
3. SHORT-TERM BORROWING
As of December 31, 1995, the Partnership has available a $900,000 Multiple
Disbursement Note from a bank which expires in October 1996. Borrowings
under the Multiple Disbursement Note are intended to be used to fund
property and equipment acquisitions, to pay off the advance from the
affiliate of the General Partner and for working capital purposes, if
required. Future borrowings, if any, will bear interest at the bank's prime
rate plus 1.5%. As of December 31, 1995, $4,500 was outstanding under the
Multiple Disbursement Note.
4. LEASE REVENUE
The retail stores are leased to other business establishments. These leases
range from one to two years and provide annual rents of approximately
$84,000.
5. MANAGEMENT AND RELATED PARTIES
The Partnership had a 25-year management contract (the "Contract") with
Western Host, Inc. ("Western Host") to manage the operations of the Casa
Munras and any additional projects.
All of the outstanding stock of Western Host is owned by Starwood Lodging
Corporation ("Starwood"), formerly Hotel Investors Corporation ("HIC"). One
of the General Partners of the Partnership was the president and a director
of HIC, and is currently a stockholder of Starwood. The other General
Partner was formerly a stockholder of HIC.
Effective January 1, 1993, Western Host subcontracted with Westland Hotel
Corporation ("Westland") to manage the operations of the Casa Munras and any
additional projects. The subcontract between Western Host and Westland was
for a period of one (1) month and was automatically renewed monthly unless
terminated with thirty (30) days written notice. In May 1994, the
Partnership entered into a contract that terminated the Contract for the
Hotel with Western Host effective as of April 15, 1994 and
8
<PAGE> 25
Western Host released all claims arising out of such termination. Upon
termination of the Contract, a new contract was entered into by the
Partnership with Westland, under substantially the same terms and conditions
as the Contract but with an expiration date in April, 2014.
Under both contracts, the management company is paid a minimum
management fee equal to 4% of revenues, as defined, and an incentive
management fee equal to the lesser of 12% of profits before debt service
and depreciation, or the excess of cash flow over an amount equal to 12% of
the Partners' then invested capital, as defined. Minimum management fees
for 1995, 1994 and 1993 were $129,839, $124,557 and $134,045, respectively.
Incentive management fees for 1995, 1994 and 1993 were $95,613, $91,342 and
$120,322, respectively.
Ronald A. Young, a General Partner, is the president and sole shareholder of
Westland, and John F. Rothman, the other General Partner, is a consultant to
Westland.
The Partnership has reimbursed or accrued as payable to Westland (based on
actual costs incurred) for certain costs paid on behalf of the Partnership.
These costs include bookkeeping services, reimbursement of on-site
management payroll and payroll benefits, insurance and workmen's
compensation premiums, various hotel operating supplies and furnishings and
other administrative expenses. The total of such costs reimbursed in 1995,
1994 and 1993 were $495,075, $645,064 and $625,588, respectively.
Accounts payable and accrued expenses as of December 31, 1995, 1994 and 1993
include $114,530, $81,799 and $151,802, respectively, in amounts due
Westland.
The Westland management agreement provides that the partnership shall set
aside an amount equal to $100 per annum for each guest room as a reserve for
replacements. This amount is to be adjusted based upon experience. In 1995,
1994 an 1993, such reserves were not required, as the Partnership's
expenditures for replacements exceeded the reserve called for in the
contract.
6. DISTRIBUTION TO PARTNERS
The following table summarized the distributions accrued and paid to
Partners for 1995, 1994 and 1993:
9
<PAGE> 26
<TABLE>
<CAPTION>
Per Unit Total
-------- -----
<S> <C> <C>
Distributions during 1993:
Distributions accrued in 1992, paid in 1993 $ 8.00 $ 36,000
--------- ---------
Distributions accrued and paid in 1993:
April 30, 1993 20.00 90,000
July 31, 1993 30.00 135,000
November 2, 1993 60.00 270,000
--------- ---------
Total accrued and paid in 1993 110.00 495,000
--------- ---------
Total paid in 1993 $ 118.00 $ 531,000
========= =========
Total accrued and paid in 1993 $ 110.00 $ 495,000
Distributions accrued in 1993, paid in 1994 10.00 45,000
--------- ---------
Total distributions for 1993 $ 120.00 $ 540,000
========= =========
Distributions during 1994:
Distributions accrued in 1993, paid in 1994 $ 10.00 $ 45,000
--------- ---------
Distributions accrued and paid in 1994:
July 31, 1994 30.00 135,000
October 31, 1994 40.00 180,000
--------- ---------
Total accrued and paid in 1994 70.00 315,000
--------- ---------
Total paid in 1994 $ 80.00 $ 360,000
========= =========
Total accrued and paid in 1994 $ 70.00 $ 315,000
Distributions accrued in 1994, paid in 1995 20.00 90,000
--------- ---------
Total distributions for 1994 $ 90.00 $ 405,000
========= =========
Distributions during 1995:
Distributions accrued in 1994, paid in 1995 $ 20.00 $ 90,000
--------- ---------
Distributions accrued and paid in 1995:
July 31, 1995 30.00 135,000
October 31, 1995 50.00 225,000
--------- ---------
Total paid in 1995 $ 100.00 $ 450,000
========= =========
Total accrued and paid in 1995 80.00 360,000
Distributions accrued in 1995, paid in 1996 20.00 90,000
--------- ---------
Total distributions for 1995 $ 100.00 $ 450,000
========= =========
</TABLE>
10
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 213,250
<SECURITIES> 0
<RECEIVABLES> 104,739
<ALLOWANCES> 0
<INVENTORY> 18,215
<CURRENT-ASSETS> 357,555
<PP&E> 3,294,296
<DEPRECIATION> 3,164,201
<TOTAL-ASSETS> 3,691,851
<CURRENT-LIABILITIES> 627,156
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,064,695
<TOTAL-LIABILITY-AND-EQUITY> 3,691,851
<SALES> 3,305,500
<TOTAL-REVENUES> 3,305,500
<CGS> 0
<TOTAL-COSTS> 3,018,802
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,542
<INCOME-PRETAX> 286,698
<INCOME-TAX> 0
<INCOME-CONTINUING> 286,698
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 286,698
<EPS-PRIMARY> 63.71
<EPS-DILUTED> 0
</TABLE>
