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, 1995 [ ] 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 office) (818) 888-6500 (Registrant's telephone number, including Area Code) Check whether the registrant: (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 ----- ----- 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, 1994 and should be read in connection therewith. 1 3 SACRAMENTO HOTEL PARTNERS, L.P. (A Limited Partnership) BALANCE SHEETS (Unaudited) June 30, December 31, 1995 1994 ---------- ------------ ASSETS CASH $ 96,705 $ 82,030 INTEREST RECEIVABLE 31,056 20,667 NOTE RECEIVABLE - NET 1,941,586 1,891,691 ---------- ---------- TOTAL $2,069,347 $1,994,388 ========== ========== LIABILITIES AND PARTNERS' EQUITY LIABILITIES: Accounts payable and accrued liabilities $ 1,845 $ 2,614 Accounts payable - related parties 4,500 500 Debt 222,222 305,556 ---------- ---------- Total liabilities 228,567 308,670 ---------- ---------- PARTNERS' EQUITY: General Partners (40 units issued and outstanding) 18,473 16,917 Limited Partners (3,946 units issued and outstanding) 1,822,307 1,668,801 ---------- ---------- Total Partners' equity 1,840,780 1,685,718 ---------- ---------- TOTAL $2,069,347 $1,994,388 ========== ========== 2 4 SACRAMENTO HOTEL PARTNERS, L.P. (A Limited Partnership) STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994 (Unaudited) Three Months Ended Six Months Ended June 30, June 30, ------------------ ------------------- 1995 1994 1995 1994 ------- ------- -------- -------- REVENUES: Interest (includes amortization of discount of note receivable of $20,220 and $27,032, and $49,895 and $53,237 for the three and six months ended June 30, 1995 and 1994, respectively) $93,362 $89,336 $185,310 $177,799 ------- ------- -------- -------- EXPENSES: Interest 6,936 9,458 14,737 18,598 Partnership administration and professional fees 11,604 4,044 15,511 17,017 ------- ------- -------- -------- Total 18,540 13,502 30,248 35,615 ------- ------- -------- -------- NET INCOME $74,822 $75,834 $155,062 $142,184 ======= ======= ======== ======== ALLOCATION OF NET INCOME: General Partners $ 751 $ 761 $ 1,556 $ 1,427 Limited Partners (3,946 Limited Partnership units outstanding) 74,071 75,073 153,506 140,757 ------- ------- -------- -------- Total $74,822 $75,834 $155,062 $142,184 ======= ======= ======== ======== PER UNIT INFORMATION: (based upon 3,986 total Units outstanding): $18.77 $19.03 $38.90 $35.67 ======= ======= ======== ======== 3 5 SACRAMENTO HOTEL PARTNERS, L.P. (A Limited Partnership) STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994 (Unaudited) Six Months Ended June 30, ---------------------- 1995 1994 -------- -------- OPERATING ACTIVITIES: Net income $155,062 $142,184 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of discount on note receivable (49,895) (53,237) Change in assets and liabilities: Interest receivable (10,389) Accounts payable and accrued liabilities 3,231 7,906 -------- -------- Net cash provided by operating activities 98,009 96,853 FINANCING ACTIVITIES: Repayment of debt (83,334) (83,333) -------- -------- NET INCREASE IN CASH 14,675 13,520 CASH AT BEGINNING OF PERIOD 82,030 44,658 -------- -------- CASH AT END OF PERIOD $ 96,705 $ 58,178 ======== ======== 4 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results 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. As of July 14, 1995 the Partnership owed $222,000 to City National Bank, which obligation is evidenced by a promissory note dated September 7, 1993, as amended by the Loan Revision Agreement dated July 27, 1994. 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 at the prime rate plus 2.5% Interest income received from the note receivable is expected to be sufficient to pay the Partnership's ongoing expenses and to repay the Partnership's debt. 1995 as compared to 1994 Interest income from the note receivable generated adequate cash to meet the obligations of the Partnership. 5 7 PART II - OTHER INFORMATION Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: 10.1 Promissory Note, dated April 19, 1990, made by Fred C. Sands in favor of Sacramento Hotel Partners, L.P. 10.2 Forbearance Agreement, dated April 30, 1995, between Fred C. Sands and Sacramento Hotel Partners, L.P. 10.3 Loan Revision Agreement, dated July 14, 1995, between City National Bank and Sacramento Hotel Partners, L.P. 27 Financial Data Schedule (b) Reports on Form 8-K: None. 6 8 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 10, 1995 7 9 EXHIBIT INDEX SEQUENTIALLY EXHIBIT NUMBERED NUMBER Description PAGE ------ ----------- ------------ 10.1 Promissory Note, dated April 19, 1990, made by Fred C. Sands in favor of Sacramento Hotel Partners, L.P. 10.2 Forbearance Agreement, dated April 30, 1995, between Fred C. Sands and Sacramento Hotel Partners, L.P. 10.3 Loan Revision Agreement, dated July 14, 1995, between City National Bank and Sacramento Hotel Partners, L.P. 27 Financial Data Schedule 8