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 the Period ended June 30, 1995 Commission File 0-8913 SUPER 8 MOTELS, LTD ----------------------------------------------------- (Exact name of registrant as specified in its charter) CALIFORNIA 94 - 2514354 ------------------------------ ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2030 J Street Sacramento, California 95814 -------------------------------------- -------------- Address of principal executive offices Zip Code Registrant's telephone number, including area code (916) 442 - 9183 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. Yes XX No ---- ------ SUPER 8 MOTELS, LTD. (A California Limited Partnership) FINANCIAL STATEMENTS JUNE 30, 1995 AND 1994 SUPER 8 MOTELS, LTD. (A California Limited Partnership) INDEX Financial Statements: PAGE Balance Sheet - June 30, 1995 and December 31, 1994 2 Statement of Operations - Six Months Ended June 30, 1995 and 1994 3 Statement of Changes in Partners' Equity - Six Months Ended June 30, 1995 and 1994 4 Statement of Cash Flows - Six Months Ended June 30, 1995 and 1994 5 Notes to Financial Statements 6 Management Discussion and Analysis 7 - 10 Other Information and Signatures 11 - 12 SUPER 8 MOTELS, LTD. (A California Limited Partnership) BALANCE SHEET JUNE 30, 1995 AND DECEMBER 31, 1994 1995 1994 ---- ---- ASSETS Current Assets: Cash and temporary investments $ 542,828 $ 502,138 Accounts receivable 61,767 89,647 Prepaid expenses 32,067 21,343 ---------- ---------- Total current assets 636,662 613,128 Property and Equipment: Buildings 5,189,887 5,189,887 Furniture and equipment 1,034,740 1,007,199 ---------- ---------- 6,224,627 6,197,086 Accumulated depreciation and amortization (4,335,218) (4,208,270) ---------- ---------- Property and equipment, Net 1,889,409 1,988,816 ---------- ---------- Other Assets: 25,250 26,838 ---------- ---------- Total Assets $ 2,551,321 $ 2,628,782 ========== ========== LIABILITIES AND PARTNERS' EQUITY Current Liabilities: Current portion of note payable $ 24,790 $ 23,761 Accounts payable and accrued liabilities 177,196 169,243 ---------- ---------- Total current liabilities 201,986 193,004 Long - Term Liabilities: Note payable 973,913 986,557 ---------- ---------- Total liabilities 1,175,899 1,179,561 ---------- ---------- Partners' Equity: General Partners 54,934 53,172 Limited Partners 1,320,488 1,396,049 ---------- ---------- Total partners' equity 1,375,422 1,449,221 ---------- ---------- Total Liabilities and Partners' Equity $ 2,551,321 $ 2,628,782 ========== ========== The accompanying notes are an integral part of the financial statements -2- SUPER 8 MOTELS, LTD. (A California Limited Partnership) STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 1995 AND 1994 Three Months Six Months Three Months Three Months Ended Ended Ended Ended 6/30/95 6/30/95 6/31/94 6/31/94 ------------ ------------ ---------- ----------- Income: Guest room $ 883,889 $ 1,608,232 $ 817,988 $ 1,532,622 Telephone and vending 16,773 30,647 17,224 30,968 Interest 3,373 6,419 1,406 3,088 Other 2,847 5,363 2,081 4,002 ----------- ----------- ---------- ----------- Total Income 906,882 1,650,661 838,699 1,570,680 Expenses: Motel operating expenses (Note 2) 617,487 1,143,831 555,427 1,090,191 General and administrative 16,436 47,563 14,033 43,337 Depreciation & amortization 64,264 130,390 65,870 133,950 Interest 21,278 42,666 21,745 43,603 Property management fees 45,179 82,232 41,664 78,085 Partnership management fee 13,889 27,778 13,889 27,778 ----------- ----------- ---------- ----------- Total Expenses 778,533 1,474,460 712,628 1,416,944 ----------- ----------- ---------- ----------- Net Income (Loss) $ 128,349 $ 176,201 $ 126,071 $ 153,736 =========== =========== ========== =========== Net Income (Loss) Allocable to General Partners $1,283 $1,762 $1,261 $1,537 =========== =========== ========== =========== Net Income (Loss) Allocable to Limited Partners $127,066 $174,439 $124,810 $152,199 =========== =========== ========== =========== Net Income (Loss) per Partnership Unit $25.67 $35.24 $25.21 $30.75 =========== =========== ========== =========== Distribution to Limited Partners per Partnership Unit $25.00 $50.00 $25.00 $50.00 =========== =========== ========== =========== The accompanying notes are an integral part of the financial statements -3- SUPER 8 MOTELS, LTD. (A California Limited Partnership) STATEMENT OF PARTNERS' EQUITY SIX MONTHS ENDED JUNE 30, 1995 AND 1994 1995 1994 General Partners: Balance at beginning of year $ 53,172 $ 48,461 Net income (loss) 1,762 1,537 ----------- ----------- Balance at end of period 54,934 49,998 ----------- ----------- Limited Partners: Balance at beginning of year 1,396,049 1,429,691 Net income (loss) 174,439 152,199 Less: Cash distributions to Limited Partners (250,000) (250,000) ----------- ----------- Balance at end of period 1,320,488 1,331,890 ----------- ----------- Total balance at end of period $ 1,375,422 $ 1,381,888 =========== =========== The accompanying notes are an integral part of the financial statements. -4- SUPER 8 MOTELS, LTD. (A California Limited Partnership) STATEMENT OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1995 AND 1994 1995 1994 Cash flows from operating activities: Received from motel revenues $ 1,672,721 $ 1,566,693 Expended for motel operations and general and administrative expenses (1,304,093) (1,247,188) Interest received 5,820 3,058 Interest paid (42,748) (43,679) ------------- ------------ Net cash provided by operating activities 331,700 278,884 ------------- ------------ Cash flows from investing activities: Purchases of property and equipment (29,395) (19,516) Proceeds from sale of equipment 950 ------------- ----------- Net cash provided (used) by investing activities (29,395) (18,566) ------------- ----------- Cash flows from financing activities: Principal payments on notes payable (11,615) (10,685) Distributions paid to limited partners (250,000) (250,000) ------------- ----------- Net cash provided (used) by financing (261,615) (260,685) activities ------------- ----------- Net increase (decrease) in cash and temporary investments 40,690 (367) Cash and Temporary Investments: Beginning of period 502,138 360,751 ------------- ----------- End of period $ 542,828 $ 360,384 ============== =========== Reconciliation of net income to net cash provided by operating activities: Net income (loss) $ 176,201 $ 153,736 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 130,390 133,950 Gain on sale of property (950) (Increase) decrease in accounts receivable 27,880 (929) (Increase) decrease in prepaid expenses (10,724) (8,375) (Increase) decrease in other assets 551 Increase (decrease) in accounts payable and accrued liabilities 7,953 901 ------------- ----------- Total adjustments 155,499 125,148 ------------- ----------- Net cash provided by operating activities $ 331,700 $ 278,884 ============ =========== The accompanying notes are an integral part of the financial statements. -5- SUPER 8 MOTELS, LTD. (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS JUNE 30, 1995 Note 1: ------- The attached interim financial statements include all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the period presented. Users of these interim financial statements should refer to the audited financial statements for the year ended December 31, 1994 for a complete disclosure of significant accounting policies and practices and other detail necessary for a fair presentation of the financial statements. In accordance with the partnership agreement, the following information is presented related to fees paid or accrued to the General Partner or affiliates for the period. Property Management Fees $ 82,232 Franchise Fees $ 32,205 Partnership Management Fees $ 27,778 Note 2: ------- The following table summarizes the major components of motel operating expenses for the periods reported: Three Months Six Months Three Months Six Months Ended Ended Ended Ended 6/30/95 6/30/95 6/30/94 6/30/94 ----------- ---------- ---------- ---------- Salaries and related costs $ 192,784 $ 380,749 $ 202,466 $ 397,818 Rent 46,389 92,779 45,717 90,230 Utilities 38,902 76,064 35,009 69,805 Allocated costs, mainly indirect salaries 66,827 130,220 60,989 120,749 Other operating expenses 272,585 464,019 211,246 411,589 ---------- ---------- ---------- ---------- Total motel operating expenses $ 617,487 $1,143,831 $ 555,427 $1,090,191 ========== ========== ========== ========== The following additional material contingencies are required to be restated in interim reports under federal securities law: None. -6- SUPER 8 MOTELS, LTD. (A California Limited Partnership) MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION JUNE 30, 1995 LIQUIDITY AND CAPITAL RESOURCES The Partnership has current assets of $636,662 which exceed its current liabilities of $201,986 by $434,676. This surplus provides an operating reserve equal to 8.7% of the Partnership's original capital raised. While the Partnership agreement has no reserve requirement, the General Partner has set a $250,000 target (5% of the Partnership's original capitalization). Recurring seasonal cash flows have resulted in slight depletions and subsequent replenishments of the target operating reserve. the Limited Partners have received a stable distribution of $125,000 per quarter rather than reduced amounts after the slower winter quarter, offset by slightly increased distribution amounts after the summer quarter. As shown on the Statement of Cash Flows for the six months ended June 30, 1995, the Partnership's cash resources increased by $40,690 during the period covered by this report as compared with a decrease of $367 during the corresponding period of the preceding fiscal year, which is an improvement pof $41,057. Other than operating cash flow, additional borrowing against Other properties is the only realistic source of cash in the unlikely event that reserves do not satisfy the Partnership's future cash requirements. During the first six months of this fiscal year, the Partnership's expenditures for replacement and renovation (which include both capitalized replacements of personal property and certain non-recurring repairs and refurbishment to both real and personal property) amounted to approximately $106,391 (of which $29,395 was capitalized). These expenditures represent 6.6% of guest room revenues. The General Partner's guideline for this type of expenditure is 3% of annual guest room revenue. For operational efficiency, essentially all of this year's improvements were performed during the first two calendar quarters when occupancy is at its lowest point. The General Partner expects that the amounts expended during the whole of calendar 1995 will not exceed their guideline. No further significant renovation or replacement expenditures are anticipated during the remainder of the current fiscal year. The General Partner has decided to continue to fund long life replacements from cash flow rather than using leases as the rate spread between potential interest income and typical lease rates is too great. The Partnership will continue this policy while operational cash flow can satisfy operating needs, the current level of distributions to Limited Partners and the minor replacements and refurbishment necessary to maintain the properties in acceptable condition. -7- SUPER 8 MOTELS, LTD. (A California Limited Partnership) MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION JUNE 30, 1995 (Continued) ----------------------------------------------- NEW ACCOUNTING STANDARDS SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed OF, requires the Partnership to disclose information about potential impairment to the value of long-lived assets. The Partnership is not required to adopt and does not currently plan to adopt SFAS No. 121 until its fiscal year ending December 31, 1996. The Partnership does not expect to make any disclosures about impairment of long-lived assets under SFAS No. 121. RESULTS OF OPERATIONS The following is a comparison of the first six months of the fiscal year ending December 31, 1995 with the corresponding period of the preceding fiscal year. Occupancy Percentage 1995 1994 Current Year to Current Year to Quarter Date Quarter Date ------- ------- ------- ------- South San Francisco 66.6% 62.9% 59.0% 58.4% Sacramento 63.9% 57.9% 67.9% 65.1% Modesto 74.3% 72.8% 72.1% 69.3% Combined 67.5% 63.4% 65.7% 63.7% Average Room Rate 1995 1994 Current Year to Current Year to Quarter Date Quarter Date ------- ------- ------- ------- South San Francisco $49.28 $47.88 $48.50 $47.10 Sacramento $41.44 $40.16 $37.47 $35.95 Modesto $41.73 $40.94 $41.32 $40.64 Combined $44.31 $43.14 $42.08 $40.89 Total income increased by $79,981 or 5.1%. The major revenue item, guest room revenue, increased $75,610 or 4.9%, due to an increase in the combined average room rate during the first six months of 1995 as compared to the corresponding period of the previous fiscal year. -8- SUPER 8 MOTELS, LTD. (A California Limited Partnership) MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION JUNE 30, 1995 (Continued) ----------------------------------------------- The increases in the South San Francisco and Modesto occupancy rates were offset by the decline in the Sacramento occupancy rate. The South San Francisco motel has achieved a substantial increase in business from the corporate and group market segment. The Modesto motel derived its occupancy increase from the leisure market segment. The decrease in occupancy at the Sacramento property due to a 50% decline in the room nights provided by the McClellan Air Force Base. The base installed 30 additional rooms to its supply of on-base transient housing. Partially offsetting the loss of military rooms was an increase in the number of leisure rooms rented. The Partnership has been able to achieve average room rate increases in each of its three markets. The general market conditions in both of the San Francisco and Modesto markets has enabled the properties to reduce acceptance of discounted business and in favor of higher-rate corporate and leisure business. The Sacramento motel has achieved an increase in its leisure business while experiencing a decrease in its discounted military business. Sacramento's guest room revenue is actually higher than that achieved in the corresponding quarter of the previous fiscal year and is basically unchanged for the six month period covered by this report. Total expenses increased $57,516, or 4.1%. Motel operating expenses, the major expense component, increased by $53,640, or 4.9%. Included within the increased expenditures is a replacement roof for the Sacramento property in the amount of $21,517. The other increased expenses are due primarily to cost inflation. FUTURE TRENDS The General Partners anticipate slightly improved market conditions for 1995 as compared with the previous fiscal year. The South San Francisco market, which traditionally generated 40% of the Partnership's room revenue, has substantially recovered from the recessionary conditions of the last two years. The General Partners have determined that cost control efforts will provide the best immediate return to the Partnership. The major components of the cost control program were in place by December 31, 1993 and have in significant increases in profitability. The Sacramento property historically has had significant occupancy from the McClellan Air Force Base. The Base added 30 additional rooms to its transit housing during 1994 which has had a negative effect on the Sacramento property's occupancy. The inclusion of the McClellan Air Force Base on the 1995 Department of Defense base closing list will have an additional negative effect on the property's future occupancy sometime after negative effect on the property's future occupancy sometime 1996 when base operations begin to wind down. -9- SUPER 8 MOTELS, LTD. (A California Limited Partnership) MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION JUNE 30, 1995 (Continued) ------------------------------------------------ In the opinion of Management, these financial statements reflect all adjustments which were necessary to a fair statement of results for the interim periods presented. All adjustments are of a normal recurring nature. -10- PART II. OTHER INFORMATION ---------------------------- Item 1. Legal Proceedings ----------------- None Item 2. Changes in Securities --------------------- None Item 3. Defaults upon Senior Securities ------------------------------- None Item 4. Submission of Matters --------------------- None Item 5. Other Information ----------------- None Item 6. Exhibits and Reports on Form 8-K -------------------------------- None -11- Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SUPER 8 MOTELS, LTD 8-10-95 By /S/ David P. Grotewohl ------------------------- Date David P. Grotewohl, President of Grotewohl Management Services, Inc., Managing General Partner 8-10-95 By /S/ David P. Grotewohl ------------------------- Date David P. Grotewohl, Chief Financial Officer -12-