<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 June 30, 1996
[ ] Transition report under Section 10 of 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
---- ----
<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>
June 30, December 31,
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
CASH $ 86,287 $ 121,765
INTEREST RECEIVABLE 98,094 63,567
NOTE RECEIVABLE - NET 2,006,947 1,973,251
---------- ----------
TOTAL $2,191,328 $2,158,583
========== ==========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accounts payable and accrued liabilities $ -- $ 1,172
Accounts payable - related parties 4,209 7,049
Debt -- 138,889
Distributions payable 49,825 --
---------- ----------
Total liabilities 54,034 147,110
---------- ----------
PARTNERS' EQUITY:
General Partners (40 units issued and outstanding) 21,449 20,186
Limited Partners (3,946 units issued and outstanding) 2,115,845 1,991,287
---------- ----------
Total Partners' equity 2,137,294 2,011,473
---------- ----------
TOTAL $2,191,328 $2,158,583
========== ==========
</TABLE>
2
<PAGE> 4
SACRAMENTO HOTEL PARTNERS, L.P.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
------- ------- -------- --------
<S> <C> <C> <C> <C>
REVENUES:
Interest (includes amortization of
discount of note receivable of
$17,110 and $20,220, and
$33,696 and $49,895 for the
three and six months ended
June 30, 1996 and 1995,
respectively) $97,039 $93,362 $193,569 $185,310
------- ------- -------- --------
EXPENSES:
Interest 62 6,936 3,163 14,737
Partnership administration
and professional fees 4,341 11,604 14,760 15,511
------- ------- -------- --------
Total 4,403 18,540 17,923 30,248
------- ------- -------- --------
NET INCOME $92,636 $74,822 $175,646 $155,062
======= ======= ======== ========
ALLOCATION OF NET INCOME:
General Partners $ 930 $ 751 $ 1,763 $ 1,556
Limited Partners (3,946 Limited
Partnership units outstanding) 91,706 74,071 173,883 153,506
------- ------- -------- --------
Total $92,636 $74,822 $175,646 $155,062
======= ======= ======== ========
DISTRIBUTION TO PARTNERS $49,825 $ -- $ 49,825 $ --
======= ======= ======== ========
PER UNIT INFORMATION:
(based upon 3,986 total
Units outstanding):
Net income $ 23.24 $ 18.77 $ 44.07 $ 38.90
======= ======= ======== ========
Distribution $ 12.50 $ -- $ 12.50 $ --
======= ======= ======== ========
</TABLE>
3
<PAGE> 5
SACRAMENTO HOTEL PARTNERS, L.P.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1996 1995
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 175,646 $ 155,062
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of discount on note receivable (33,696) (49,895)
Change in assets and liabilities:
Interest receivable (34,527) (10,389)
Accounts payable and accrued liabilities (4,012) 3,231
--------- ---------
Net cash provided by operating activities 103,411 98,009
FINANCING ACTIVITIES:
Repayment of debt (138,889) (83,334)
--------- ---------
NET INCREASE (DECREASE) IN CASH (35,478) 14,675
CASH AT BEGINNING OF PERIOD 121,765 82,030
--------- ---------
CASH AT END OF PERIOD $ 86,287 $ 96,705
========= =========
</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 $3.7 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 at the rate of 8% per annum, subject to the condition that additional
interest on 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 June 30, 1996 totaled $77,427.
As of July 14, 1995 the Partnership owed $222,000 to City
National Bank, which obligation was 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%. On April 1,
1996, the Partnership paid the remaining balance owed on the CNB Note.
In June 1996, the General Partners declared a distribution to Partners
totalling $49,825, which amount was paid in July 1996.
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 or distributed to
Partners.
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 the 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 /s/ JOHN F. ROTHMAN
----------------------------
John F. Rothman
General Partner
Dated: August 14, 1996
6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------ ----------- ------------
<S> <C> <C>
27 Financial Data Schedule
</TABLE>
7
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000702387
<NAME> SACRAMENTO HOTEL PARTNERS, L.P.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 86,287
<SECURITIES> 0
<RECEIVABLES> 2,105,041
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,191,328
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,191,328
<CURRENT-LIABILITIES> 54,034
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,137,294
<TOTAL-LIABILITY-AND-EQUITY> 2,191,328
<SALES> 0
<TOTAL-REVENUES> 193,569
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 14,760
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,163
<INCOME-PRETAX> 175,646
<INCOME-TAX> 0
<INCOME-CONTINUING> 175,646
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 175,646
<EPS-PRIMARY> $44.07
<EPS-DILUTED> 0
</TABLE>
