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 September 30, 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 of 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 (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.
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 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
3
SACRAMENTO HOTEL PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
(Unaudited)
- -----------------------------------------------------------------------------------------------
September 30, December 31,
1996 1995
- -----------------------------------------------------------------------------------------------
ASSETS
CASH $ 97,453 $ 121,765
INTEREST RECEIVABLE 116,112 63,567
NOTE RECEIVABLE - NET 2,024,596 1,973,251
------------- ----------
TOTAL $ 2,238,161 $2,158,583
============= ==========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accounts payable and accrued liabilities $ -- $ 1,172
Accounts payable - related parties 4,000 7,049
Debt -- 138,889
Distributions payable 49,825 --
------------- ----------
Total liabilities 53,825 147,110
------------- ----------
PARTNERS' EQUITY:
General Partners (40 units issued and outstanding) 21,921 20,186
Limited Partners (3,946 units issued and outstanding) 2,162,415 1,991,287
------------- ----------
Total Partners' equity 2,184,336 2,011,473
------------- ----------
TOTAL $ 2,238,161 $2,158,583
============= ==========
2
4
SACRAMENTO HOTEL PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
- ----------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
- ----------------------------------------------------------------------------------------------------------------------------------
REVENUES:
Interest (includes amortization of
discount of note receivable of
$17,650 and $15,586, and
$51,345 and $65,481 for the
three and nine months ended
September 30, 1996 and 1995,
respectively) $98,370 $94,265 $291,939 $279,576
------- ------- -------- --------
EXPENSES:
Interest -- 5,667 3,163 20,404
Partnership administration
and professional fees 1,503 3,419 16,263 18,931
------- ------- -------- --------
Total 1,503 9,086 19,426 39,335
------- ------- -------- --------
NET INCOME $96,867 $85,179 $272,513 $240,241
======= ======= ======== ========
ALLOCATION OF NET INCOME:
General Partners $ 972 $ 855 $ 2,735 $ 2,411
Limited Partners (3,946 Limited
Partnership units outstanding) 95,895 84,324 269,778 237,830
------- ------- -------- --------
Total $96,867 $85,179 $272,513 $240,241
======= ======= ======== ========
DISTRIBUTION TO PARTNERS $49,825 $ -- $ 99,650 $ --
======= ======= ======== ========
PER UNIT INFORMATION:
(based upon 3,986 total
Units outstanding:
Net Income $ 24.30 $ 21.37 $ 68.37 $ 60.27
======= ======= ======== =======
Distribution $ 12.50 $ -- $ 25.00 $ --
======= ======= ======== =======
3
5
SACRAMENTO HOTEL PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
- --------------------------------------------------------------------------------------------------------
1996 1995
- --------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES:
Net income $272,513 $240,241
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of discount on note receivable (51,345) (65,481)
Change in assets and liabilities:
Interest receivable (52,545) (26,393)
Accounts payable and accrued liabilities (4,221) 2,852
-------- --------
Net cash provided by operating activities 164,402 151,219
-------- --------
FINANCING ACTIVITIES:
Repayment of debt (138,889) (125,000)
Distributions paid to partners (49,825) --
-------- -------
Net cash used in financing activities (188,714) (125,000)
NET INCREASE (DECREASE) IN CASH (24,312) 26,219
CASH AT BEGINNING OF PERIOD 121,765 82,030
-------- --------
CASH AT END OF PERIOD $ 97,453 $108,249
======== ========
4
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 September 30, 1996 totaled $95,446.
In June 1996, the General Partners declared a distribution to Partners
totaling $49,825, which amount was paid in July 1996. In September 1996, the
General Partners declared a distribution totaling $49,825, which amount was paid
in October 1996.
The Partnership does not plan to conduct any activities during the next
twelve months other than collecting payments due 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. At
such time as the Sands Note is paid in full, it is the intention of the General
Partners to distribute any cash available to the Partners and to terminate the
Partnership.
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
7
SIGNATURE
In accordance with the requirements of the Exchange Act, the Registrant has
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: November 13, 1996
6
8
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
27 Financial Data Schedule