<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15 (d) of The Securities Exchange
Act of 1934 (Fee required of $250.)
For the fiscal year ended: December 31, 1994 Commission File Number: 0-16840
----------------- -------
PSH MASTER L.P. I
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(Exact Name of Registrant as Specified in its Charter)
Delaware 31-1204568
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(State of Organization) (IRS Employer Identification Number)
P.O. Box 18035, Columbus, OH 43218
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(Address of Principal Executive Offices, including Zip Code)
(614) 227-4235
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(Registrant's Telephone Number, including Area Code)
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.
X Yes No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to
this Form 10-K. [ X ]
The aggregate market value of the Registrant's outstanding Units of Limited
Partner Interest held by non-affiliates on March 29, 1995, based upon the
average bid and ask prices as reported by the National Association of
Securities Dealers OTC Bulletin Board on that date, was $1,166,250.
DOCUMENTS INCORPORATED BY REFERENCE
None
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PART I
ITEM 1. BUSINESS.
BUSINESS OF THE REGISTRANT
PSH Master L.P. I (the Partnership) is a Delaware limited partnership formed
for the purpose of acquiring from PC Development Limited Partnership (the
General Partner) three all-suite hotels located in Tampa, Florida, WALT DISNEY
WORLD(R) Village in Lake Buena Vista, Florida and in the Research Triangle area
near Raleigh/Durham, North Carolina. The Partnership's business is the
operation of its all-suite hotels. The hotels have been developed to cater to
commercial travelers and small business groups, as well as individuals and
families traveling for pleasure. Each hotel is designed to have the ambiance
of a first-class hotel, with prices in the upper-middle market range. The
principal focus of each hotel is on comfort and convenience for the individual
guest, rather than on such common amenities as specialty restaurants,
entertainment lounges, and ballrooms. The three hotels include a total of 635
suites, most of which approximate 625 square feet. Each suite contains a
working-living area suitable for small business meetings, a large separate
bedroom and a separate dressing-bathing area and is equipped with a stocked,
built-in refrigerator and a wet bar. The working-living area is furnished with
a dining-conference table, a desk, a sleeper sofa and a large easy chair. Each
suite also has three television sets, located in the living area, bedroom and
bathroom.
OPERATION OF THE HOTELS AND CONVERSION TO DOUBLETREE GUEST SUITES
The Partnership is a party to a Management Agreement with Guest Quarters Hotels
Limited Partnership (Guest Quarters), to operate and manage the hotels. The
Management Agreement expires on December 29, 2011 with two consecutive ten year
renewal options. Guest Quarters has operated the hotels since December 26,
1989, when it assumed management responsibilities from PH Management Company
pursuant to a submanagement agreement. This submanagement agreement was
terminated in 1992 in connection with the bankruptcy of PH Management Company
and PC Development Limited Partnership.
In December, 1993 Guest Quarters and Doubletree Hotels Corporation completed a
merger of their two companies. The resulting company, Doubletree Hotels
Corporation (Doubletree), now operates a 104 hotel, 26,500 room national hotel
chain. The Doubletree and Guest Quarters brands will be integrated during the
first half of 1995 and a new name of "Doubletree Guest Suites" will replace the
previous "Guest Quarters" brand. This integration is expected to strengthen
the national presence of the chain and allow it to more successfully compete
against other national brands. Marketing and reservation efficiencies are also
expected. A $31,000,000 marketing effort is currently underway to support the
national branding strategy.
2
<PAGE> 3
Pursuant to the Management Agreement, Doubletree operates each hotel in such a
manner as is customary and usual in the operation of first-class hotels, and
Doubletree provides to each hotel the same services it provides to other hotels
managed by it. Management services provided by Doubletree include, without
limitation, supervision of the day-to-day operations, determination and
implementation of programs and policies for hotel operations, preparation of
budgets and reports, maintenance of each hotel's books and records, negotiation
of leases and other agreements on behalf of the Partnership, maintenance of
hotel furniture and equipment (to the extent funds are available for that
purpose) and coordination of hotel marketing and advertising. The Partnership
has no employees. All hotel personnel, including the general manager for each
hotel, are employed by Doubletree.
The Hotels are included in regional and national advertising placed by
Doubletree. Each hotel's staff includes sales people who promote the hotel in
the local market for both individual reservations and group meetings and
national direct sales people who solicit business from major travel agencies
and corporate travel departments in major cities throughout the United States.
During 1994, Doubletree assessed the hotels up to two and one-half percent of
total revenues for national advertising and promotion. Effective January 1,
1995, Doubletree will assess the hotels three and one-half percent of total
room sales for centralized reservation services, national marketing and
national advertising expenses. This change resulted from the Guest Quarters
hotels being integrated into the Doubletree central reservation system.
All Doubletree hotels, including the Partnership's hotels, are included in a
nationwide, toll-free reservation system. In addition, the Disney hotel is
included in the Disney reservation system. Travelers who call Walt Disney
World(R) for recommendations on accommodations are referred to Walt Disney
World(R) Hotels and then to other hotels within the Disney complex, on a
rotating basis, including the Partnership's Disney hotel.
HOSPITALITY INDUSTRY AND ALL-SUITE HOTELS
An all-suite hotel is a lodging facility that caters to transient guests and
guests visiting the facility to conduct small group meetings. It is
distinguished from traditional hotels in that all of its guest rooms are suites
of two or more rooms, with physically separate functional areas for sleeping,
bathing, dressing, dining, meeting and lounging. Most all-suite facilities
have small common areas and limited or no food service facilities. The
business goal of all-suite hotels is to create a superior price/value
relationship for the traveler compared with traditional hotels featuring rooms
in the same price category, while achieving a higher gross operating profit
margin.
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COMPETITION AND SEASONALITY
Each hotel experiences significant competition in its market from other hotels,
some of which are affiliated with national and regional chains with greater
financial and other resources than the Partnership or the General Partner. The
hotels compete by offering first-class accommodations at prices in the
upper-middle market range.
The hotels' occupancies are seasonal by nature. The occupancy of the Disney
hotel has been strongest from late February through August. The Tampa Hotel
caters primarily to business travelers and has experienced its highest
occupancy during January through May and October and November. The Durham
hotel has recorded its highest occupancies from February through June and from
August through November.
Competitive rooms supply in and around the Walt Disney resorts increased 11%
during 1991 and 24% during 1990, including the openings of the Disney Port
Orleans in 1991 and the Walt Disney World(R) Dolphin Hotel and Swan Hotel and
the Disney Beach and Yacht Club Resorts in 1990. During 1992, Dixie Landings
and Disney Vacation Club opened, increasing the supply of rooms by 15.7%.
During 1993, two all-suite hotels with 426 suites opened near Lake Buena Vista.
During 1994, Walt Disney World(R) opened 729 rooms in Wilderness Lodge and
1,950 rooms in All-Star Resort - Phase I. Additionally, in 1995 rooms supply
will continue to be increased with the addition of two all-suite competitors,
Sandy Lake Resort with 350 suites by June, 1995 and Caribe Royal Suites with
1,250 suites by December, 1995. Also, Walt Disney World(R) expects to complete
its All Star Resort - Phase II during the last half of 1995 adding another
1,950 rooms. The Castle by Holiday Inn plans to add 300 rooms by May, 1995 and
the Omni Rosen Hotel, 1,200 rooms by October, 1995.
Total room supply in the Tampa Bay area during 1994 increased by 126 rooms from
Amerisuites with no additional supply scheduled in 1995. The immediate market
served by the Durham hotel increased 10% in 1991 with the addition of one new
hotel. No supply growth is planned for 1995.
ITEM 2. PROPERTIES.
The Tampa hotel is situated on Rocky Point Harbor in the Rocky Point
development in the West Shore area of Tampa, Florida. The Disney hotel is
located within the boundaries of the WALT DISNEY WORLD(R) Village. The Durham
hotel is in the Research Triangle near Raleigh/Durham, North Carolina. The
Tampa and Durham hotels each contain 203 suites and the Disney hotel has 229
suites. The Tampa hotel opened in April, 1986 and the Disney and Durham hotels
opened in March and December of 1987, respectively.
The Partnership owns the Tampa and Durham hotels in fee title. The Disney
hotel is subject to a ground lease from Lake Buena Vista Communities, Inc. The
initial term of the lease expires on March 11, 2032 with a renewal option for
an additional period of 25 years. The hotels are subject to first mortgage
notes payable to Aetna Life Insurance Company. For a further description of
the terms of the Disney ground lease and the mortgage notes, see the Notes to
the Financial Statements included in Item 8. Financial Statements and
Supplementary Data.
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ITEM 3. LEGAL PROCEEDINGS.
The Registrant was not a party to any material pending legal proceedings as of
March 29, 1995.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF UNITHOLDERS.
The Registrant submitted no matters to a vote of Unitholders during the fiscal
year ended December 31, 1994.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNER INTEREST AND
DEPOSITORY RECEIPTS THEREFOR AND RELATED UNITHOLDER MATTERS.
A) MARKET INFORMATION
The Registrant's units of limited partner interest and depository
receipts therefor (the "Units") were previously listed in the Quotations
List of the National Association of Securities Dealers, Inc. (NASD) under
the symbol PSHPZ. The Partnership was removed from the automated
quotation system of the NASD on December 18, 1991 as a result of its
failure to meet the capital and surplus requirements of the NASD. The
Partnership's units are now traded through the NASD's "OTC Bulletin
Board", an electronic, screened-based market.
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The following table summarizes the high and low bid information for the
Registrant's Units information as reported on the OTC Bulletin Board.
<TABLE>
<CAPTION>
HIGH BID LOW BID
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<S> <C> <C>
1992
----
1st Quarter ended March 31 1/2 1/4
2nd Quarter ended June 30 1/2 1/4
3rd Quarter ended September 30 1/2 1/4
4th Quarter ended December 31 1/2 1/4
1993
----
1st Quarter ended March 31 1/2 1/4
2nd Quarter ended June 30 1/2 1/4
3rd Quarter ended September 30 1/2 1/4
4th Quarter ended December 31 1/2 1/4
1994
----
1st Quarter ended March 31 1/2 1/4
2nd Quarter ended June 30 1/2 1/4
3rd Quarter ended September 30 1/2 1/4
4th Quarter ended December 31 1/2 1/4
</TABLE>
The above bid quotations do not necessarily represent actual
transactions as they may reflect inter-dealer prices, without retail
mark-up, mark-down or commission.
(B) HOLDERS
On December 31, 1994, there were 2,672 holders of record of the
Registrant's Units.
(C) DISTRIBUTIONS
The General Partner had previously guaranteed that the
Partnership would make annual cash distributions to Unitholders
through 1990 in the amount of $1.10 per unit. The General
Partner did not make the cash payments to the Partnership to
fund the cash distributions for the third and fourth quarters of
1990, and no subsequent cash distributions have been made (see
Note 9 to Item 8. Financial Statements and Supplementary Data).
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<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
OPERATIONS:
Operating revenues $20,782,668 $19,799,331 $19,112,677
Total Revenues $20,805,044 $19,828,011 $19,144,195
Income from operations before
depreciation and amortization
expense $ 5,546,805 $ 4,146,379 $ 3,935,648
Net loss $(1,073,093) $(2,233,357) $(3,719,660)
Net loss to Limited Partners $(1,062,362) $(2,211,023) $(3,682,463)
Cash distributions to
Limited Partners $ -0- $ -0- $ -0-
FINANCIAL POSITION:
Property and equipment, net $36,959,885 $37,720,719 $38,763,416
Total assets $40,802,523 $41,491,644 $42,489,594
Long-term obligations (excluding
current marturities) $46,403,119 $46,171,876 $41,300,000 (1)
Total partners' deficit $(8,243,679) $(7,170,586) $(4,937,229)
Limited partners' deficit $(7,983,974) $(6,921,612) $(4,710,589)
PER UNIT:
Cash distributions to Limited
Partners $ -0- $ -0- $ -0-
Net loss to Limited Partners $ (0.34) $ (0.71) $ (1.18)
Limited Partners' equity (deficit) $ (2.57) $ (2.23) $ (1.51)
Total units outstanding 3,110,000 3,110,000 3,110,000
<FN>
(1) Includes $41,300,000 at December 31, 1992 classified as current due to
mortgage notes being in default.
</TABLE>
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<TABLE>
ITEM 6. SELECTED FINANCIAL DATA (CONTINUED)
<CAPTION>
1991 1990
---- ----
<S> <C> <C>
OPERATIONS:
Operating revenues $18,209,166 $20,158,294
Total Revenues $18,278,938 $20,383,875
Income from operations before
depreciation and amortization
expense $ 2,740,148 $ 3,751,692
Net loss $(4,917,404) $(4,043,188)
Net loss to Limited Partners $(4,868,230) $(4,002,756)
Cash distributions to
Limited Partners $ -0- $ 2,565,750
FINANCIAL POSITION:
Property and equipment, net $41,728,584 $46,995,896
Total assets $46,289,162 $53,065,390
Long-term obligations $41,300,000 (1) $45,300,000 (1)
Total partners' equity (deficit) $(1,217,569) $ 3,699,835
Limited partners' equity (deficit) $(1,028,126) $ 3,840,104
PER UNIT:
Cash distributions to Limited
Partners $ -0- $ .825
Net loss to Limited Partners $ (1.57) $ (1.29)
Limited Partners' equity (deficit) $ .33 $ 1.23
Total units outstanding 3,110,000 3,110,000
<FN>
(1) Includes $41,300,000 at December 31, 1991 and $43,300,000 at December 31,
1990 classified as current due to mortgage notes being in default.
</TABLE>
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
LIQUIDITY
The Partnership has incurred net losses since its inception and has not paid
cash to the Partnership to cover these shortfalls in full pursuant to the
Performance and Break-even Guaranty. The recurring losses from operations, the
default of the General Partner on its guaranty to provide sufficient cash to
enable the Partnership to pay all its expenses through 1992, and the
reorganization in bankruptcy of the General Partner raise substantial doubt
about the Partnership's ability to continue as a going concern for a reasonable
period of time. Therefore, the financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
or liability amounts that might be necessary should the Partnership be unable
to continue as a going concern.
The Partnership modified certain terms of the mortgage loan documents with
Aetna Life Insurance Company (Aetna), effective May 26, 1993. Accordingly,
during 1993 unpaid interest accruing in the aggregate amount of $4,876,267 was
added to the principal balance of the mortgage. In 1994, the Partnership made
monthly payments of principal and interest on the outstanding principal of
$46,395,267 based upon a 30-year amortization schedule at the contract rate of
10.25%, in accordance with the modified loan terms. Cash from current year
operations, after required replacement reserves, exceeded the required debt
service to Aetna by $77,093. This excess amount was paid to Aetna on March 16,
1995, as a reduction of accrued interest in accordance with the modified loan
terms. The Partnership's liquidity is supplemented by the guarantee of
Doubletree, up to $1,000,000, to fund cash deficits in the event the properties
cannot meet revised terms of the Aetna loans. No amounts have been borrowed
under such agreement at December 31, 1994.
CAPITAL RESOURCES
Hotel operations are the Partnership's primary and on-going source of cash to
pay its operating expenses, to meet its reserve requirements and to make cash
distributions to its partners. Hotel occupancy is seasonal by nature. Cash
flows track this seasonality closely due to the nature of trade receivables.
Other trade receivables include wholesale and travel agent accounts, and
corporate and group billings, the majority of which are collected within 30
days. The Partnership earns interest income from its various operating cash
accounts including the balances held in the Replacement Reserve Funds.
The General Partner established an escrow account in 1987 in the initial amount
of $5,500,000 on behalf of the Partnership to secure its obligation under the
Guaranty Agreement through 1990. Payments from the escrow account totaled
$5,500,000 through 1991. In addition to the amounts released from escrow, the
General Partner made direct payments to the Partnership of $6,220,000 through
1990 pursuant to the Guaranty Agreement. During September, 1994, 1993 and
1992, the Partnership received payments of $53,475, $111,405, and $503,866,
respectively, on its unsecured claim against PC Development Limited
Partnership, the General Partner, which filed for protection from creditors
under Chapter 11 of the U.S. Bankruptcy Code on February 1, 1991. The debtors
estimate that approximately $1,000,000, will be paid to the Partnership over
five years in satisfaction of the Partnership's claim, including the amounts
already received.
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The Partnership is required by its Management Agreement to maintain Replacement
Reserve Fund balances of specified amounts to facilitate operating the Hotels
as "first-class" suite accommodations. Separate Replacement Reserve Funds have
been established for replacements, substitutions and additions to furniture and
equipment and must be funded each accounting period. In connection with the
agreements with Aetna and Doubletree, the Partnership is depositing cash into
replacement reserves based upon revenue percentages of 2% for the Tampa and
Raleigh/Durham hotels and 3% for the Disney hotel.
In addition, the Partnership borrowed $500,000 from Doubletree on October 26,
1994 for capital expenditures. Interest is computed at 10.25% payable monthly
in arrears.
In 1991, the Partnership began depositing cash each month into escrow for the
payment of real and personal property taxes, as required by Aetna. The monthly
deposits to the escrow account are equal to the estimated monthly expense of
these taxes.
RESULTS OF OPERATION
<TABLE>
The Tampa and Disney hotels opened in April, 1986 and March, 1987,
respectively, and the Durham hotel opened in December, 1987. The following
table summarizes combined operating information for the hotels:
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Total rooms 635 635 635
Available suites per year 231,775 231,775 232,410
Occupancy percentage 73.8% 72.9% 72.5%
Average daily rate $94.40 $91.47 $89.12
Direct operating costs as a
percent of total revenues 32.4% 35.5% 35.2%
Income (Loss) before depreciation
and amortization expense $ 815,696 $(516,253) $(823,645)
Income (Loss) before depreciation
and amortization expense per unit
of limited partnership interest $ .26 $(.17) $(.26)
</TABLE>
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Year to date, revenues increased 4.7% from 1993, based upon a 3.2% increase in
average daily rate and a 1.2% increase in occupancy. Average daily rate
increased at each hotel while volume gains in Disney and Raleigh/Durham were
offset by lower occupancy at Tampa. Food, beverage and other revenues increased
6% from 1993, based upon higher volumes and price increases.
Direct operating expenses decreased as a percent of revenues, compared to 1993,
reflecting lower labor-related costs in the current year. Energy and
maintenance expense was lower in 1994 due to extreme weather and storm damage
at the Tampa hotel which resulted in higher costs in 1993. Rents, taxes and
other expenses declined primarily because of cost reductions in providing
transportation to the Disney hotel. Bus transportation to and from the Walt
Disney World(R) attractions was previously provided by Walt Disney World(R).
This contract was canceled in mid-1993 and bus transportation is now being
provided by a new carrier which services five of the seven Disney Village
hotels.
Higher occupancies and average daily rates in 1993 produced higher revenues
than in 1992. Each hotel increased its average daily rate from 1991, but
rate competition resulted in lower occupancy at the Disney hotel. Direct
operating expenses increased slightly as a percent of revenues, compared to
1992, reflecting improved cost containment offset by higher labor-related costs
in the current year.
Partnership administrative expenses consist primarily of quarterly and annual
report costs, tax processing and transfer agent charges and legal and audit
fees. These expenses declined compared to 1993 due to the closure of the Aetna
debt restructuring and the associated legal costs incurred in 1993.
Depreciation and amortization expense increased 9% in 1994 due to the fixed
asset additions in 1994 now being depreciated.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PSH MASTER L.P. I
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
Balance Sheets 13
Statements of Operations 15
Statements of Partners' Deficit 16
Statements of Cash Flows 17
Notes to the Financial Statements 18
Independent Auditors' Report 24
</TABLE>
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<TABLE>
PSH MASTER L.P.I
BALANCE SHEETS
<CAPTION>
Assets December 31, 1994 December 31, 1993
------ ----------------- -----------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 305,132 $ 659,326
Accounts receivable, trade 1,062,885 813,221
Inventories 117,215 120,579
Prepaid expenses and other 174,864 125,228
Cash held in escrow 187,139 200,280
----------- -----------
Total current assets 1,847,235 1,918,634
----------- -----------
Property and equipment:
Land 3,780,000 3,780,000
Leasehold interest in land 7,440,000 7,440,000
Hotels 35,889,676 35,278,769
Furniture, fixtures and equipment 10,401,259 10,074,643
----------- -----------
Total 57,510,935 56,573,412
Less accumulated depreciation and amortization (20,551,050) (18,852,693)
----------- -----------
Total property and equipment, net 36,959,885 37,720,719
----------- -----------
Other assets:
Replacement reserve fund 704,290 373,091
China, glass, linen and silver 781,590 779,724
Deferred financing fees, organization costs
and other, net 509,523 699,476
----------- -----------
Total other assets 1,995,403 1,852,291
----------- -----------
Total assets $40,802,523 $41,491,644
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<TABLE>
PSH MASTER L.P.I
BALANCE SHEETS
<CAPTION>
Liabilities and Partners' Deficit December 31, 1994 December 31, 1993
--------------------------------- ----------------- -----------------
<S> <C> <C>
Current liabilities:
Current portion of mortgage notes payable $ 268,759 $ 223,391
Accounts payable 1,360,583 1,086,920
Due to affiliates 38,169 34,677
Accrued expenses:
Payroll and related taxes 363,155 300,733
Workers' compensation 14,296 255,280
Real estate and other taxes 113,952 121,273
Interest 403,639 309,750
Other 80,530 158,330
----------- -----------
Total current liabilities 2,643,083 2,490,354
----------- -----------
Note payable 500,000
Mortgage notes payable, less current portion 45,903,119 46,171,876
Partners' Deficit:
General Partner (259,705) (248,974)
Limited Partners (3,110,000 units outstanding) (7,983,974) (6,921,612)
----------- -----------
Total partners' deficit (8,243,679) (7,170,586)
----------- -----------
Total liabilities and partners' deficit $40,802,523 $41,491,644
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<TABLE>
PSH MASTER L.P.I
STATEMENTS OF OPERATIONS
<CAPTION>
Year ended Year ended Year ended
December 31, 1994 December 31, 1993 December 31, 1992
-------------------------------------------------------------
<S> <C> <C> <C>
Revenues:
Suites $16,141,594 $15,451,460 $15,012,307
Other 4,641,074 4,347,871 4,100,370
-------------------------------------------------------------
Total revenues 20,782,668 19,799,331 19,112,677
-------------------------------------------------------------
Operating costs and expenses:
Direct operating:
Suites 3,356,235 3,597,959 3,446,682
Other 3,367,423 3,421,967 3,275,079
Other operating:
Sales, general and administrative 4,536,546 4,471,359 4,206,548
Energy and maintenance 1,910,640 1,956,462 1,808,902
Rents, taxes and other 1,920,839 1,964,607 2,164,854
Partnership administrative 144,180 240,598 274,964
Depreciation and amortization 1,888,789 1,717,104 2,896,015
-------------------------------------------------------------
Total operating costs and expenses 17,124,652 17,370,056 18,073,044
-------------------------------------------------------------
Income from operations 3,658,016 2,429,275 1,039,633
Interest income 22,376 28,680 31,518
Interest expense 4,753,485 4,691,312 4,790,811
-------------------------------------------------------------
Net loss $(1,073,093) $(2,233,357) $(3,719,660)
=============================================================
Net loss per unit of
limited partnership interest $ (0.34) $ (0.71) $ (1.18)
=============================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
15
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<TABLE>
PSH MASTER L.P.I
STATEMENTS OF PARTNERS' DEFICIT
<CAPTION>
General Limited
Partner Partners Total
-----------------------------------------------------------------
<S> <C> <C> <C>
Deficit balance, December 31, 1991 $ (189,443) $(1,028,126) $(1,217,569)
Net loss (37,197) (3,682,463) (3,719,660)
-----------------------------------------------------------------
Deficit balance, December 31, 1992 (226,640) (4,710,589) (4,937,229)
Net loss (22,334) (2,211,023) (2,233,357)
-----------------------------------------------------------------
Deficit balance, December 31, 1993 (248,974) (6,921,612) (7,170,586)
Net loss (10,731) (1,062,362) (1,073,093)
-----------------------------------------------------------------
Deficit balance, December 31, 1994 $ (259,705) $(7,983,974) $(8,243,679)
=================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
16
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<TABLE>
PSH MASTER L.P.I
STATEMENTS OF CASH FLOWS
<CAPTION>
Year ended Year ended Year ended
December 31, 1994 December 31, 1993 December 31, 1992
-------------------------------------------------------------
<S> <C> <C> <C>
Cash provided (used) by operations:
Net loss $(1,073,093) $(2,233,357) $(3,719,660)
Changes not requiring cash:
Depreciation and amortization 1,888,789 1,717,104 2,896,015
Interest capitalized into mortgage notes 974,312
Working capital changes:
(Increase) decrease in accounts
receivable, trade (249,664) 71,851 (47,989)
(Increase) decrease in inventories,
prepaid expenses and other (46,272) 111,461 15,479
Increase (decrease) in accounts
payable and accrued expenses 250,964 (42,827) (982,275)
Increase (decrease) in accrued
workers' compensation (240,984) 163,947 188,411
Increase (decrease) in accrued
interest payable 93,889 (79,889) 822,897
Increase (decrease) in due to
affiliates 3,492 864 (11,863)
-------------------------------------------------------------
Cash provided (used) by operations 627,121 683,466 (838,985)
-------------------------------------------------------------
Financing and capital transactions:
Guaranty payments from General
Partner 53,475 111,405 503,866
Proceeds from notes payable 500,000 219,000
Increase in deferred financing cost (308,872)
Payments of mortgages (223,389)
-------------------------------------------------------------
Cash provided by financing and
capital transactions 330,086 21,533 503,866
-------------------------------------------------------------
Investment and other transactions:
(Increase) decrease in
replacement reserve fund (331,199) 58,954 (171,874)
(Increase) decrease in china, glass,
linen, and silver, net (1,866) 4,576
(Increase) decrease in cash escrow
for real estate taxes 13,141 (110,710) 464,995
Additions to property and
equipment, net (991,477) (625,792) (283,029)
-------------------------------------------------------------
Cash provided (used) by
investment and other transactions (1,311,401) (677,548) 14,668
-------------------------------------------------------------
Increase (decrease) in cash and
cash equivalents $ (354,194) $ 27,451 $ (320,451)
=============================================================
Supplemental disclosure of cash flow
information-cash paid for interest $ 4,659,596 $ 3,796,889 $ 3,967,912
=============================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
17
<PAGE> 18
NOTES TO THE FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
The accompanying financial statements of PSH Master L.P. I (the Partnership)
have been prepared on a going concern basis which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business.
The Partnership has incurred net losses since its inception, including 1994 -
$1,073,093; 1993 - $2,233,357 and 1992 - $3,719,660 and at December 31, 1994,
the Partnership had a partners' deficit of $8,243,679. PC Development Limited
Partnership (the General Partner) has not paid cash to the Partnership to cover
these shortfalls in full pursuant to the Performance and Break-even Guaranty
(the Guaranty Agreement) (see Note 9). PC Development was reorganized in 1992
under Chapter 11 of the U.S. Bankruptcy Code (see Note 2).
Recurring losses from operations, the default of the General Partner on its
guaranty to provide sufficient cash to enable the Partnership to pay all its
expenses through 1992, and the reorganization in bankruptcy of the General
Partner raise substantial doubt about the Partnership's ability to continue as
a going concern for a reasonable period of time. The financial statements do
not include any adjustments relating to the recoverability and classification
of recorded asset amounts or the amounts and classification of liabilities that
might be necessary should the Partnership be unable to continue as a going
concern. Management is of the opinion that the Partnership will continue to
meet its obligations through the modified loan terms reached with Aetna Life
Insurance Company (Aetna) (see Note 7) and Doubletree Hotels Corporation
(Doubletree), the manager of the Partnership's hotels (see Note 8) thereby
providing the time necessary for the hotels to achieve profitable operations
and continue as a going concern.
(2) BANKRUPTCY OF GENERAL PARTNER
On February 1, 1991, PC Development Limited Partnership, the General Partner,
along with one of its general partners and two affiliated corporations, filed
for protection from creditors under Chapter 11 of the U.S. Bankruptcy Code. On
December 30, 1991, the debtors filed a Joint Plan of Reorganization and
Disclosure Statement and, on April 19, 1992, the court confirmed the Plan.
An unsecured claim in the amount of $5,038,658 was filed in the bankruptcy case
on behalf of the Partnership due to the General Partner's default under the
Guaranty Agreement. This claim is net of $2,000,000 of the General Partner's
funds previously applied to the Partnership's mortgages in February, 1991, and
accordingly, the Partnership eliminated its obligation due to the General
Partner and reduced the purchase price of the hotels acquired from the General
Partner (see Notes 7, 9, and 10). During September 1994, 1993, and 1992, the
Partnership received payments of $53,475, $111,405 and $503,866 respectively,
on its unsecured claim. Total payments received to date by the Partnership
against its unsecured claim total $668,746. The debtors estimate that
approximately $1,000,000, including the previous payments, will be paid to the
Partnership in satisfaction of the Partnership's claim. Due to the remaining
variables in the Plan, however, there are no assurances as to the actual amount
to be received. The Plan also provides that PC Development Limited
Partnership will continue as the General Partner of the Partnership.
18
<PAGE> 19
(3) ORGANIZATION AND BUSINESS
The Partnership is a Delaware limited partnership formed on April 3, 1987. The
Partnership will continue in existence until the close of Partnership business
on December 31, 2037, or until its earlier termination in accordance with the
provisions of the Amended and Restated Agreement of Limited Partnership (the
Partnership Agreement).
On July 23, 1987, the Partnership received the net proceeds of an initial
public offering of 3,110,000 Units of Limited Partner Interest representing
gross offering proceeds of $31,100,000. On July 30, 1987, the Partnership
purchased from its General Partner the Tampa hotel and the Disney hotel. On
December 15, 1987, the Partnership purchased and opened the Raleigh/Durham
hotel.
The hotels were originally operated as Pickett Suite Hotels by PH Management
Company (formerly Pickett Hotel Company), an affiliate of the General Partner.
The Partnership is a party to a Management Agreement with Doubletree
(previously Guest Quarters) to operate and manage the hotels. The Management
Agreement expires on December 29, 2011 with two consecutive ten year renewal
options. Doubletree has operated the hotels since December 26, 1989, when it
assumed management responsibilities from PH Management Company pursuant to a
submanagement agreement. This submanagement agreement was terminated in 1992
in connection with the bankruptcy of PH Management Company and PC Development
Limited Partnership (see Note 2). The Partnership pays a base management fee
of 4.75% of hotel revenues. Doubletree assessed the properties up to two and
one-half percent of total departmental revenues for national advertising and
promotion during 1994 and will assess up to three and one-half percent of room
revenues for national advertising and promotion in 1995. Other centralized
services such as reservations and accounting are provided by Doubletree to the
Partnership's properties based upon each hotel's share of such costs.
(4) SIGNIFICANT ACCOUNTING POLICIES
Inventories:
------------
Inventories, consisting principally of food and beverages, are valued at the
lower of cost (first-in, first-out) or market.
Property and equipment:
-----------------------
The initial purchase price allocation to land, leasehold interest in land,
hotels, and furniture, fixtures and equipment was based upon independent
appraisals obtained in connection with the public offering. Any cash payments
made by the General Partner pursuant to its Guaranty Agreement (see Notes 2, 9,
and 10) are recorded as a reduction in the purchase price originally allocated
to the hotels. Depreciation and amortization are provided using the
straight-line method over the estimated useful lives or lease terms, as
follows:
leasehold interest in land--initial lease life of 45 years; hotels--45 years;
furniture, fixtures and equipment--3, 5, and 10 years.
19
<PAGE> 20
China, glass, linen and silver:
-------------------------------
A portion of the initial purchase price was allocated to china, glass, linen
and silver for the amounts on-hand on the date of acquisition. The base stock
method of accounting is used whereby the cost of maintaining and replenishing
the base stock is expensed as incurred.
Deferred financing fees and organization costs:
-----------------------------------------------
Deferred financing fees are amortized over the life of the related loans and
credit agreements using the straight-line method. Organization costs are
amortized over five years using the straight-line method. Such fees and costs
are net of accumulated amortization of $1,190,680 and $1,000,727 at December
31, 1994 and December 31, 1993, respectively.
Self-Insurance Program:
-----------------------
The Partnership uses a retrospective self-insurance plan for workers'
compensation. A provision has been made in the financial statements, based on
information currently available, which represents the expected future payments
based on the estimated ultimate cost for incidents incurred prior to the
balance sheet dates. Encompassed in this provision are refundable workers'
compensation deposits which result from deposit payments made in excess of the
estimated ultimate cost expected to be incurred.
Cash and cash equivalents:
--------------------------
The Partnership considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
(5) REPLACEMENT RESERVE FUND
As required under current debt agreements the Partnership funds replacement
reserves based upon revenue percentages of 2% for the Tampa and Raleigh/Durham
hotels and 3% for the Disney hotel.
(6) LEASES
The land for the Disney hotel is leased by the Partnership under an operating
lease, the initial term of which expires March 11, 2032, with a renewal option
for an additional period of 25 years. The Partnership pays annual rent based
upon specified percentages of suite, food and beverage, and other hotel
revenues, subject to a $100,000 minimum annual rent. Rent is computed and paid
quarterly. Rent expense under this lease was $592,453 in 1994, $568,868 in
1993, and $561,626 in 1992.
20
<PAGE> 21
(7) REAL ESTATE MORTGAGE NOTES
The nonrecourse notes in the original aggregate amount of $43,300,000 are
secured by the first mortgages on the hotels, including the ground lease at the
Disney hotel, and by the Guaranty Agreement (see Note 9). In February, 1991,
Aetna applied $2,000,000 of the General Partner's funds, previously held in
escrow, against the principal balance of the notes. On May 26, 1993, the
Partnership modified certain terms of the mortgage loan documents with Aetna.
Accordingly, during 1993 unpaid interest accruing in the aggregate amount of
$4,876,267 was added to the principal balance of the mortgage computed at the
contract rate of 10.25%. Additionally, the Partnership borrowed $219,000 from
Aetna during 1993 to pay for closing costs incurred with the modifications.
During 1993 interest was payable at an annual rate of 9% of $41,300,000
(original loan balance). During 1994, the Partnership made monthly payments of
principal and interest on the outstanding principal of $46,395,267 based upon a
30-year amortization schedule. A final payment, including interest, is due on
August 1, 1997. Principal amounts due in 1995, 1996, and 1997 are $268,759,
$297,639, and $45,605,480. Also, Aetna will receive 25% of the net proceeds,
as defined, at sale of the hotels, or net proceeds based upon market value if
the hotels are not sold prior to the maturity of the loan, as appreciation
interest. Doubletree provided a $500,000 loan to the Partnership for capital
improvements in 1994 (see Note 8), and has guaranteed, up to $1,000,000, the
Partnership's obligation to make debt service payments to Aetna. No amounts
have been borrowed under the debt service agreement at December 31, 1994.
The Partnership is subject to prepayment penalties at all times except on the
interest adjustment date and during the last three months of the loan term.
Any future subordinate financing to be secured by all or any of the hotels is
subject to Aetna's prior consent.
(8) NOTE PAYABLE
On October 26, 1994, the Partnership borrowed $500,000 from Doubletree for
capital improvements. This nonrecourse note is secured by second mortgages on
the hotels and is due at the termination of the management agreement with
Doubletree (see Note 3). Interest is computed at 10.25% payable monthly in
arrears and payment is equal to the lesser of the monthly computed interest due
or monthly available cash flow from the Partnership.
(9) RELATED PARTIES
The General Partner, an affiliate, is generally empowered by the Partnership
Agreement to conduct, direct and exercise full control over all activities of
the Partnership. Pursuant to its Guaranty Agreement, the General Partner was
required to provide sufficient cash to allow the Partnership to pay all its
expenses through 1992 and to distribute an 11% annual yield to Unitholders
through 1990. Aetna is also a party to the Guaranty Agreement and debt service
on the mortgage notes was guaranteed through 1992. The General Partner
defaulted on its obligations under the Guaranty Agreement and was reorganized
in 1992 under Chapter 11 of the U.S. Bankruptcy Code (see Note 2).
21
<PAGE> 22
Total fees charged by Doubletree/Guest Quarters to the Partnership for
management, advertising, reservation and accounting services were $1,919,253,
$1,720,294, and $1,674,859 during 1994, 1993, and 1992, respectively. Of these
amounts, PH Management Company received $246,898 in 1992 as its share of
residual management fees, reservation and accounting fees. Nuho Company, a
successor to PH Management Company pursuant to the bankruptcy plan, received
residual management fees of $487,783, $466,186, and $140,976 during 1994,
1993, and 1992, respectively.
(10) PARTNERSHIP DISTRIBUTIONS AND ALLOCATIONS
Cash flow available for distribution will be distributed 99 percent to the
Unitholders and 1 percent to the General Partner until the Unitholders have
received cash distributions sufficient to provide a 10 percent (11 percent for
the fiscal years 1987 through 1990) noncompounded, cumulative return on the
weighted average balances of the net invested capital (originally $31,100,000
in the aggregate) outstanding during such year. Any remaining cash flow
available for distribution in excess of the foregoing amounts will be
distributed 15 percent to the General Partner and 85 percent to the
Unitholders, until the General Partner has received an amount equal to 10
percent of all cash flow available for distribution which has been distributed
and, thereafter, 90 percent to the Unitholders and 10 percent to the General
Partner.
Sale or refinancing proceeds, net of any appreciation interest due Aetna (see
Note 7), will be distributed 99 percent to the Unitholders and 1 percent to the
General Partner until the Unitholders have received (from all prior
distributions of cash, regardless of source) a 10 percent noncompounded
cumulative return on their weighted average net invested capital and a return
of their net invested capital balances. Any remaining sale or refinancing
proceeds will be distributed 70 percent to the Unitholders and 30 percent to
the General Partner.
Distributions resulting from a liquidation of the Partnership will be paid to
the Partners in accordance with their positive capital account balances after
such balances have been adjusted to reflect allocations of taxable income and
taxable loss.
For federal income tax purposes, taxable income, whether from operations or the
sale of a hotel, is allocated first to restore any deficit balances of the
General Partner and Unitholders on a proportionate basis. Unitholders and the
General Partner are then allocated taxable income 99 percent and 1 percent,
respectively, (to the extent of cash distributions in this ratio) until the
Unitholders have been allocated an amount equal to their net invested capital
plus a 10 percent (11 percent for fiscal years 1987 through 1990)
noncompounded, cumulative return on the weighted average balances of the net
invested capital outstanding plus all prior distributions to the Unitholders of
sale or refinancing proceeds. Thereafter, taxable income is allocated in the
same proportions as and to the extent of distributions of cash.
For federal income tax purposes, taxable loss, whether from operations or the
sale of a hotel, is allocated first to the extent of previously allocated
taxable income in excess of distributions of cash and, thereafter, 99 percent
to the Unitholders and one percent to the General Partner, except that the
General Partner shall receive a special loss allocation to the extent of its
cash payments pursuant to the Guaranty Agreement.
22
<PAGE> 23
Unitholders of record on the last day of each month will be allocated the
proportionate share of income or loss for that entire month.
Cash payments made by the General Partner pursuant to its Guaranty Agreement
have been recorded as a reduction of the purchase price of the hotels.
Accordingly, net property and equipment has been reduced by $10,932,768,
reflecting $12,388,745 in payments by the General Partner net of accumulated
depreciation of $1,455,977, through December 31, 1994. The equity accounts of
the Limited Partners and the General Partner reflect a 99 percent and 1 percent
allocation, respectively, of cumulative losses through December 31, 1994.
(11) INCOME TAXES
Partnership taxable income or loss is allocated to the Partners according to
the Partnership Agreement for inclusion in the determination of their taxable
income. Accordingly, the accompanying financial statements include no
provision for income taxes. The Partnership has considered statement of
Financial Accounting Standard Number 109 "Accounting for Income Taxes" and,
given the cumulative operating losses, has concluded that this standard has no
impact on the Partnership's current financial statements.
The net losses for 1994, 1993, and 1992, as reported on the Partnership's
federal tax return were ($1,934,790), ($3,761,095), and ($3,951,536),
respectively, and differs from the net losses as reported in the accompanying
financial statements primarily due to the difference between tax and book
depreciation charges. This difference is due principally to cash payments made
by the General Partner pursuant to its Guaranty Agreement (See Note 9) being
recorded as a capital contribution for tax purposes versus a reduction in net
property and equipment for financial reporting purposes and different
depreciation lives for tax and book purposes. The net losses for tax purposes
allocable to the Unitholders during 1994, 1993, and 1992 were ($1,862,502) or
($.60) per unit, ($3,615,573) or ($1.17) per unit, and ($3,413,193) or ($1.10)
per unit, respectively.
Under the Revenue Act of 1987, the Partnership's interest income is taxable to
its Partners in the current year as portfolio income while the loss from
operations for tax purposes is suspended. This suspended loss can only be used
to offset future taxable income of the Partnership or can be recognized by a
partner upon a complete disposition of his interest in the Partnership. The
provision of the Revenue Act of 1987 which taxes publicly traded partnerships
as corporations does not apply to PSH Master L.P. I until 1998.
23
<PAGE> 24
INDEPENDENT AUDITORS' REPORT
To the Partners of PSH Master L.P. I:
We have audited the accompanying balance sheets of PSH Master L.P. I
(the "Partnership") as of December 31, 1994, and 1993, and the related
statements of operations, partners' deficit, and cash flows for each of the
three years in the period ended December 31, 1994. These financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express (or disclaim) 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 report.
The accompanying financial statements have been prepared assuming that
the Partnership will continue as a going concern. As discussed in Note 1 to the
financial statements, the Partnership's recurring net losses and difficulty in
generating sufficient cash flow to meet its obligations raise substantial doubt
about its ability to continue as a going concern. Management's plans concerning
these matters are also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Because of the possible material effects of the uncertainty referred
to in the preceding paragraph, we are unable to express, and we do not express,
an opinion on the accompanying financial statements.
DELOITTE & TOUCHE LLP
Columbus, Ohio
February 27, 1995
24
<PAGE> 25
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Registrant has no directors or executive officers.
ITEM 11. EXECUTIVE COMPENSATION.
The Registrant has no executive officers or other employees.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The Registrant has no beneficial owner of more than 5% of any voting securities
and has no directors or executive officers.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
25
<PAGE> 26
PART IV
<TABLE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K.
<CAPTION>
Document Location
-------- --------
<S> <C>
(a) 1. Financial Statements Item 8.
2. Financial Statement Schedules Item 14.(d)
3. Exhibits:
3.1 Amended and Restated Agreement of PSH Master L.P. I *
3.2 Certificate of Limited Partnership of PSH Master L.P. I *
4.1 Promissory Note (Durham) **
4.2 Deed of Trust, Assignment of Rents and Security
Agreement (Durham) **
4.3 Promissory Note (Orlando) **
4.4 Leasehold Mortgage and Security Agreement (Orlando) **
4.5 Promissory Note (Rocky Point) **
4.6 Mortgage and Security Agreement (Rocky Point) **
10.1 Performance and Breakeven Guaranty *
10.2 Management Agreement *
10.3 Purchase Agreement ****
10.4 Escrow Agreement ****
10.5 Deposit Agreement (including form of Depository Receipt) ****
10.6 The Disney Ground Lease *
10.8 Non-Competition Agreement ****
10.9 Consent to Submanagement Agreement and
Amendment to Management Agreement *****
10(a) Future Advance Promissory Note (Orlando) dated as of
January 1, 1992, from PSH Master L.P. I to Aetna Life
Insurance Company. ******
10(b) Consolidated and Renewal Promissory Note (Orlando)
dated as of January 1, 1992, from PSH Master L.P. I to Aetna
Life Insurance Company. ******
10(c) Future Advance Promissory Note (Deferred Interest/
Orlando) dated as of January 1, 1992, from PSH Master
L.P. I to Aetna Life Insurance Company. ******
10(d) Modification Agreement (Orlando/Tampa) dated as of
January 1, 1992, between PSH Master L.P. I and Aetna
Life insurance Company. ******
10(e) Future Advance Promissory Note (Tampa) dated as of
January 1, 1992, from PSH Master L.P. I to Aetna Life
Insurance Company. ******
10(f) Consolidated and Renewal Promissory Note (Tampa)
dated as of January 1, 1992, from PSH Master L.P. I to
Aetna Life Insurance Company. ******
10(g) Future Advance Promissory Note (Deferred Interest/
Tampa) dated as of January 1, 1992, from PSH Master L.P. I
to Aetna Insurance Company. ******
</TABLE>
26
<PAGE> 27
<TABLE>
<CAPTION>
Document Location
-------- --------
<S> <C>
10(h) Modification Agreement (Tampa/Orlando) dated as of
January 1, 1992, between PSH Master L.P. I to Aetna Life
Insurance Company. ******
10(i) Future Advance Promissory Note (Durham) dated as of
January 1, 1992, from PSH Master L.P. I to Aetna Life
Insurance Company. ******
10(j) Consolidated and Renewal Promissory Note (Durham)
dated as of January 1, 1992, from PSH Master L.P. I to
Aetna Life Insurance Company. ******
10(k) Future Advance Promissory Note (Deferred Interest/
Durham) dated as of January 1, 1992, from PSH Master L.P. I
to Aetna Life Insurance Company. ******
10(l) Modification Agreement (Durham) dated as of January 1,
1992, from PSH Master L.P. I to Aetna Life
Insurance Company. ******
10(m) Mortgage and Security Agreement dated as of January 1,
1992, from PH Master L.P. I to Aetna Life Insurance Company. ******
10(n) Consolidation and Modification Agreement dated as of
January 1, 1992, from PSH Master L.P. I to Aetna Life
Insurance Company. ******
10(o) Deferred Interest and Payment Agreement dated as of
January 1, 1992, between PSH Master L.P. I and Aetna
Life Insurance Company. ******
10(p) Assignment of Claim dated as of May 24, 1993, between
PSH Master L.P. I and Aetna Life Insurance Company. ******
10(q) Improvement Reserve Escrow Agreement dated as of
May 24, 1993, among PSH Master L.P. I, Aetna Life
Insurance Company, and BancBoston Mortgage Corp. ******
10(r) Promissory Note dated as of May 24, 1993, from PSH Master
L.P. I to Guest Quarters Hotels Partnership in the
original principal amount of $500,000. ******
10(s) Promissory Note dated as of May 24, 1993, from PSH Master
L.P. I to Guest Quarters Hotels Partnership in the
original principal amount of $1,000,000. ******
10(t) Mortgage and Security Agreement (Rocky Point) dated as
of May 24, 1993, from PSH Master L.P. I to Guest Quarters
Hotels Partnership. ******
10(u) Leasehold Mortgage and Security Agreement (Orlando/
Disney) dated as of May 24, 1993, from PSH Master L.P. I
to Guest Quarters Hotels Partnership. ******
10(v) Deed of Trust dated as of May 24, 1993, from PSH Master
L.P. I to Guest Quarters Hotels Partnership. ******
10(w) Third Amendment to Management Agreement dated as
of May 24, 1993, between PSH Master L.P. I and Guest
Quarters Hotels Partnership. ******
</TABLE>
27
<PAGE> 28
<TABLE>
<CAPTION>
Document Location
-------- --------
<S> <C>
16.1 Letter regarding Change in Certifying Accountant ***
<FN>
* Previously filed with the Securities and Exchange Commission in connection with the Registration Statement on Form
S-1 of Pickett Suite Hotel Master L.P. I, Registration No. 33-13961, dated July 15, 1987.
** Previously filed with the Securities and Exchange Commission Form 8-K, dated December 15, 1987.
*** Previously filed with the Securities and Exchange Commission Form 8-K, dated December 8, 1988.
**** Previously filed with the Securities and Exchange Commission Form 10-K, dated December 31, 1987.
***** Previously filed with the Securities and Exchange Commission Form 8-K, dated December 6, 1989.
****** Previously filed with the Securities and Exchange Commission Form 8-K dated August 13, 1993.
(b) None.
(c) All required exhibits have previously been filed as described in Paragraph (a) of this Item 14.
(d) Financial Statement Schedules are omitted because of the absence of the condition under which they are required.
</TABLE>
28
<PAGE> 29
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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.
PSH MASTER L.P. I
-----------------
(Registrant)
By: PC Development Limited Partnership, General Partner
By: PH Management Company, General Partner
By: James V. Pickett 3/29/95
--------------------------------------------- -------
James V. Pickett, Chairman and President Date
By: Stephen C. Denz 3/29/95
---------------------------------------------- -------
Stephen C. Denz, Secretary and Controller Date
(Principal Financial Officer)
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
James V. Pickett 3/29/95
--------------------------------------------- -------
James V. Pickett, Chairman and President of Date
PH Management Company
No proxy statement, form of proxy or other proxy soliciting material has been
sent to Unitholders prior to the filing of this annual report on Form 10-K.
29
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 305,132
<SECURITIES> 0
<RECEIVABLES> 1,062,885
<ALLOWANCES> 0
<INVENTORY> 117,215
<CURRENT-ASSETS> 1,847,235
<PP&E> 57,510,935
<DEPRECIATION> 20,551,050
<TOTAL-ASSETS> 40,802,523
<CURRENT-LIABILITIES> 2,643,083
<BONDS> 46,403,119
<COMMON> 0
0
0
<OTHER-SE> (8,243,679)
<TOTAL-LIABILITY-AND-EQUITY> 40,802,523
<SALES> 20,782,668
<TOTAL-REVENUES> 20,805,044
<CGS> 0
<TOTAL-COSTS> 17,124,652
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,753,485
<INCOME-PRETAX> (1,073,093)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,073,093)
<EPS-PRIMARY> (.34)
<EPS-DILUTED> (.34)
</TABLE>
