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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For Quarter Ended: September 30, 1998 Commission File Number: 0-16840
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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
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The number of outstanding Units of Limited Partner Interest in the Registrant,
as represented by Depository Receipts at September 30, 1998 was 3,110,000.
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PSH MASTER L.P. I
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
Index
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<TABLE>
<CAPTION>
Page
Number
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<S> <C>
Part I. Financial Information
Item 1: Financial Statements:
Balance Sheets 3
Statements of Operations 5
Statements of Cash Flows 7
Notes to Financial Statements 8
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operation 10
Part II. Other Information
Items 1 through 5 10
Item 6 - Exhibits and Reports on Form 8-K 10
Signatures 11
</TABLE>
2
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PSH MASTER L.P.I
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
Assets September 30, 1998 December 31,1997
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<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,039,733 $ 16,833,186
Accounts receivable, trade 71,705
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Total current assets 1,039,733 16,904,891
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Property and equipment:
Furniture, fixtures and equipment 7,695 7,695
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Total 7,695 7,695
Less accumulated depreciation and amortization
(7,540) (7,246)
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Total property and equipment, net 155 449
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Total assets $ 1,039,887 $ 16,905,340
======================= =====================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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PSH MASTER L.P.I
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
Liabilities and Partners' Equity September 30, 1998 December 31, 1997
- -------------------------------- ------------------ -----------------
<S> <C> <C>
Current liabilities:
Accounts payable 1,090 22,557
Accrued expenses:
State income taxes 397,139
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Total current liabilities 1,090 419,696
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Partners' Equity:
General Partner (12,631) (12,411)
Limited Partners (3,110,000 units outstanding) 1,051,428 16,498,055
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Total partners' equity 1,038,797 16,485,644
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Total liabilities and partners' equity $ 1,039,887 $ 16,905,340
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</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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PSH MASTER L.P.I
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Nine
Months Ended Months Ended
September 30, 1998 September 30, 1997
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<S> <C> <C>
Revenues:
Suites $ 0 $ 13,269,143
Other 33,665 3,333,152
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Total revenues 33,665 16,602,295
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Operating costs and expenses:
Direct operating:
Suites 0 2,626,432
Other 0 2,303,006
Other operating:
Sales, general and administrative 0 3,272,080
Energy and maintenance 0 1,244,308
Rents, taxes and other 0 1,068,554
Partnership administrative 169,750 179,341
Depreciation and amortization 296 1,173,160
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Total operating costs and expenses 170,046 11,866,881
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Income (loss) from operations (136,381) 4,735,414
Gain on sale of hotels 27,244,773
Interest income 114,533 196,806
Interest expense 0 7,270,455
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Net income (loss) $ (21,848) $ 24,906,538
====================== ======================
Net income per unit of
Limited partnership interest $ (0.01) $ 7.93
====================== ======================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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PSH MASTER L.P.I
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
September 30, 1998 September 30, 1997
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<S> <C> <C>
Revenues:
Suites $ 0 $ 1,438,210
Other 0 357,590
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Total revenues 0 1,795,800
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Operating costs and expenses:
Direct operating:
Suites 0 376,182
Other 0 347,483
Other operating:
Sales, general and administrative 0 439,820
Energy and maintenance 0 159,429
Rents, taxes and other 0 24,198
Partnership administrative 13,043 52,404
Depreciation and amortization 98 16,786
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Total operating costs and expenses 13,141 1,416,302
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Income from operations (13,141) 379,498
Gain on sale of hotels 27,244,773
Interest income 13,085 155,777
Interest expense 0 4,912,316
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Net income (loss) $ (56) $ 22,867,732
====================== ======================
Net income per unit of
Limited partnership interest $ 0.00 $ 7.28
====================== ======================
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
PSH MASTER L.P.I
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Nine
Months Ended Months Ended
September 30, 1998 September 30, 1997
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<S> <C> <C>
Cash provided (used) by operations:
Net income(loss) $ (21,848) $ 24,906,538
Changes not requiring cash:
Depreciation and amortization 296 1,173,160
Working capital changes:
Decrease in accounts receivable, trade 71,705 538,301
Decrease in inventories,
Prepaid expenses and other 0 286,720
Decrease in accounts payable and
Accrued expenses (418,606) (2,087,106)
Decrease in accrued interest payable (4,271)
Decrease in due to affiliates 0 (43,212)
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Cash provided(used) by operations (368,453) 24,770,130
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Investment and other transactions:
Decrease in replacement reserve fund 49,111
Decrease in cash escrow for real estate taxes 268,907
Additions to property and equipment, net (230,100)
Sale of property & equipment, net 34,579,442
Decrease in operating stocks 781,590
Payments of mortgages (46,002,185)
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Cash used by investment and other transactions (10,553,235)
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Financing and capital transactions:
Distributions to partners (15,707,071) 0
Guaranty Payments from General Partner 282,071 0
Cash used by financing and capital transactions (15,425,000) 0
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Increase(decrease) in cash and cash equivalents $ (15,793,453) $ 14,216,895
===================== ==========================
Supplemental disclosure of cash flow information--
Cash paid for interest $ 0 $ 7,270,455
===================== ==========================
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
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NOTES TO THE FINANCIAL STATEMENTS
(1) SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION:
In the opinion of Management, the accompanying financial statements contain all
adjustments (all of which are normal and recurring in nature) necessary to
present fairly the financial position of the Partnership at September 30, 1998
and December 31, 1997 and the results of its operations for the nine-month and
three-month periods ended September 30, 1998 and 1997. The Partnership sold its
three hotels in July 1997 and, therefore, results of operations for the quarter
ended September 30, 1998 do not include hotel operations.
(2) 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. Total payments of $1,920,203 (including $282,071 received in
the first quarter of 1998) were received by the Partnership on its unsecured
claim against the General Partner, which in 1991 filed for protection against
its creditors under Chapter 11 of the U.S. Bankruptcy Code. The Partnership
expects to receive no further distributions.
(3) PARTNERSHIP ALLOCATIONS AND DISTRIBUTIONS
For financial statement reporting purposes, net income is allocated 99 percent
to the Unitholders and 1 percent to the General Partner. The net income (loss)
allocated to the Unitholders for the quarter ended September 30, 1998 and 1997
was $(55) or $0.00 per unit and $22,867,732 or $7.28 per unit, respectively. The
net income (loss) allocated to the unitholders was $(21,848) or $(0.01) per
unit, and $24,906,538 or $7.93 per unit, respectively.
A cash distribution of $5.00 per unit of Limited Partnership Interest was paid
on January 31, 1998 to owners of record on January 22, 1998. The total payment
of $15,707,071, represents a partial liquidating distribution resulting from the
sale of the Partnership's three hotels in July 1997. The General Partner
returned to the Partnership $282,071, representing the distribution on its
25,000 Units of Limited Partnership Interest in accordance with the bankruptcy
plan and the distribution on its General Partnership interest, which had been
withheld from the 1997 payment on its guaranty.
(4) PENDING LITIGATION
On October 17, 1997, Mr. James Pickett and Mr. Stephen Denz (Chairman and
Secretary, respectively, of PH Management company, the general partner of PC
Development Limited Partnership, the general partner of the Partnership) and two
affiliated companies, PH
8
<PAGE> 9
Management Company and Nuho Company, notified the Partnership that they have
been named as defendants in a complaint filed in Superior Court of the
Commonwealth of Massachusetts. Equity Resource Pilgrim Fund, the plaintiff, is
the owner of 131,225 units of limited partnership interest of the Partnership,
which it acquired during May through September of 1997, in part through a
written offer to purchase which it delivered to other Limited Partners of the
Partnership in March, 1997. The complaint alleges that the defendants breached
their fiduciary duties by negotiating a "super premium" buyout of Nuho Company's
interest in the management fees paid to Doubletree and obtained an inadequate
purchase price for the Partnership's hotels. The case was removed to the United
States District Court for the District of Massachusetts. On October 20, 1998,
the case was dismissed by the court, upon motion of the Affiliates, for lack of
personal jurisdiction. The plaintiff has until November 15, 1998 to appeal that
decision. Equity Resource could also refile the suit with a court having proper
jurisdiction.
The defendants maintain that the complaint is based upon inaccurate assumptions
and incomplete factual information and is without merit. The defendants intend
to vigorously defend themselves against the complaint and will avail themselves
to the indemnification and hold-harmless provisions of the Partnership Agreement
of the Partnership. Accordingly, the final distribution of cash to the Limited
Partners, and the liquidation of the Partnership have been delayed indefinitely
until such time as the costs of defending the complaint have been determined.
The Partnership is retaining its remaining net assets as a reserve for legal and
accounting expense associated with the liquidation of the Partnership and to
satisfy possible indemnification claims by affiliates of the General Partner for
legal costs resulting from the lawsuit discussed above. Any remaining cash in
the Partnership after the resolution of this lawsuit and payment of all
liquidation expenses will be paid to the partners in a final liquidating
distribution.
No costs have been accrued for this at September 30, 1998. Due to the
uncertainty of the lawsuit, no estimate of future legal costs can be made at
this time.
9
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
Due to the sale of the hotels on July, 28, 1997, an analysis of liquidity and
capital resources and the results of operations for the quarter ended September
30, 1998 is not presented herein.
PART II. OTHER INFORMATION
ITEMS 1 THROUGH 5
Information required in Items 1 through 5 is not applicable to the Registrant
for the quarter ended September 30, 1998.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended September 30, 1998.
Exhibit 27 - Financial Data Schedule is located on page 12.
10
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SIGNATURES
Pursuant to the requirements of the Security 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
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(Registrant)
By: PC Development Limited Partnership,
General Partner
By: PH Management Company,
General Partner
/s/
By: James V. Pickett 11/13/98
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James V. Pickett, Chairman Date
/s/
By: Stephen C. Denz 11/13/98
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Stephen C. Denz, 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.
/s/
James V. Pickett 11/13/98
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James V. Pickett, Chairman of the Board of Date
Directors and President of PH Management Company
/s/
Stephen C. Denz 11/13/98
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Stephen C. Denz, Secretary and Director of Date
PH Management Company
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000813897
<NAME> PSH MASTER L.P.I.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,039,733
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,039,733
<PP&E> 7,695
<DEPRECIATION> 7,504
<TOTAL-ASSETS> 1,039,887
<CURRENT-LIABILITIES> 1,090
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,038,797
<TOTAL-LIABILITY-AND-EQUITY> 1,039,887
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 13,141
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (56)
<INCOME-TAX> 0
<INCOME-CONTINUING> (56)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (56)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
