<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1996
[ ] Transition report under Section 13 or 15(d) of the
Exchange Act
For the transition period from ________ to ________
Commission file number 0-10468
SACRAMENTO HOTEL PARTNERS, L.P.
(Exact name of small business issuer as specified in its charter)
California 95-3592946
(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)
(818) 888-6500
(Issuer's telephone number, including Area Code)
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, and (2) has
been subject to such filing requirements for the past 90 days.
Yes x No
----- -----
Transitional Small Business Disclosure Format: Yes No x
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<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited financial statements of Sacramento Hotel
Partners, L.P. (Formerly Western Host Sacramento Partners) have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB. Accordingly, these
statements do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. In
the opinion of the General Partners of the Registrant, all adjustments necessary
for a fair presentation have been included. The financial statements presented
herein have been prepared in accordance with the accounting policies described
in the Registrant's Annual Report on Form 10-KSB for the year ended December 31,
1995 and should be read in connection therewith.
1
<PAGE> 3
SACRAMENTO HOTEL PARTNERS, L.P.
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
March 31, December 31,
1996 1995
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CASH $ 135,377 $ 121,765
INTEREST RECEIVABLE 80,579 63,567
NOTE RECEIVABLE - NET 1,989,837 1,973,251
---------- ----------
TOTAL $2,205,793 $2,158,583
========== ==========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accounts payable and accrued liabilities $ 785 $ 1,172
Accounts payable - related parties 13,303 7,049
Debt 97,222 138,889
---------- ----------
Total liabilities 111,310 147,110
---------- ----------
PARTNERS' EQUITY:
General Partners (40 units issued and outstanding) 21,019 20,186
Limited Partners (3,946 units issued and outstanding) 2,073,464 1,991,287
---------- ----------
Total Partners' equity 2,094,483 2,011,473
---------- ----------
TOTAL $2,205,793 $2,158,583
========== ==========
</TABLE>
2
<PAGE> 4
SACRAMENTO HOTEL PARTNERS, L.P.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
1996 1995
- ---------------------------------------------------------------------------
<S> <C> <C>
REVENUES:
Interest (includes amortization of discount
note receivable of $16,586 and
$29,675, for the three months
ended March 31, 1996 and 1995,
respectively) $96,530 $91,948
------- -------
EXPENSES:
Interest 3,101 7,801
Partnership administration
and professional fees 10,419 3,907
------- -------
13,520 11,708
------- -------
NET INCOME $83,010 $80,240
======= =======
ALLOCATION OF NET INCOME:
General Partners $ 833 $ 805
Limited Partners (3,946 Limited
Partnership units outstanding) 82,177 79,435
------- -------
$83,010 $80,240
======= =======
PER UNIT INFORMATION:
(based upon 3,986 total
Units outstanding): $ 20.83 $ 20.13
======= =======
</TABLE>
3
<PAGE> 5
SACRAMENTO HOTEL PARTNERS, L.P.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
1996 1995
- -----------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 83,010 $ 80,240
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of discount on note receivable (16,586) (29,675)
Change in assets and liabilities:
Interest receivable (17,012)
Accounts payable and accrued liabilities 5,867 3,144
--------- --------
Net cash provided by operating activities 55,279 53,709
FINANCING ACTIVITIES -
Repayment of debt (41,667) (41,667)
--------- --------
NET INCREASE IN CASH 13,612 12,042
CASH AT BEGINNING OF PERIOD 121,765 82,030
--------- --------
CASH AT END OF PERIOD $ 135,377 $ 94,072
========= ========
</TABLE>
4
<PAGE> 6
Item 2. Management's Discussion and Analysis or Plan of Operations.
On April 20, 1990, the Partnership sold substantially all of its assets
to Fred C. Sands. The sale price was approximately $3.6 million, consisting of
approximately $500,000 in cash and a promissory note in the amount of $3.1
million (the "Sands Note").
The Sands Note is due and payable on April 1, 1997 and provides for
payments of interest at the rate of 8% through April 1, 1995, and at the rate of
10% per year from April 1, 1995 until paid. However, in April 1995, the
Partnership entered into a Forbearance Agreement with Mr. Sands which provides
that through the earlier of April 1, 1997 or the occurrence of any default under
the Sands Note, Mr. Sands may continue to pay the Partnership interest monthly
at the rate of 8% per annum, subject to the condition that additional interest
on such unpaid principal accruing monthly at the rate of 2% per annum be paid,
together with interest on such deferred monthly amounts at the rate of 10% per
annum, on April 1, 1997. The amount of such deferred interest, together with the
interest it will earn between April 1, 1995 and April 1, 1997, is $137,781.
Deferred interest outstanding as of March 31, 1996 totaled $59,462.
As of July 14, 1995, the Partnership owed $222,000 to City National
Bank, which is evidenced by a promissory note dated September 7, 1993, as
amended by the Loan Revision Agreement dated July 27, 1994 (the "CNB Note"). On
July 14, 1995, the Partnership and City National Bank entered into a second Loan
Revision Agreement extending the maturity date of this obligation from August 3,
1995 to October 3, 1996, and providing for payments of principal of $13,890 per
month plus interest on unpaid principal, with interest continuing to accrue at
the prime rate plus 2.5%. At March 31, 1996 the outstanding balance on the CNB
Note was $97,222. Or April 1, 1996, the Partnership paid the remaining balance
owed on the CNB note.
The Partnership does not plan to conduct any activities during the next
twelve months other than collecting interest under the Sands Note. Interest
income received from the note receivable is expected to be sufficient to pay the
Partnership's ongoing expenses and cash requirements with any excess cash
accumulated until the due date of the Sands Note.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K:
None.
5
<PAGE> 7
SIGNATURE
Pursuant to he requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SACRAMENTO HOTEL PARTNERS, L.P.
By JOHN F. ROTHMAN
------------------------------
John F. Rothman
General Partner
Dated: May 15, 1996
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------ ----------- ----
<S> <C> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 135,377
<SECURITIES> 0
<RECEIVABLES> 2,070,416
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,205,793
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,205,793
<CURRENT-LIABILITIES> 14,088
<BONDS> 97,222
0
0
<COMMON> 0
<OTHER-SE> 2,094,483
<TOTAL-LIABILITY-AND-EQUITY> 2,205,793
<SALES> 0
<TOTAL-REVENUES> 96,530
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,419
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,101
<INCOME-PRETAX> 83,010
<INCOME-TAX> 0
<INCOME-CONTINUING> 83,010
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 83,010
<EPS-PRIMARY> 20.83
<EPS-DILUTED> 0
</TABLE>
