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 March 31, 1996 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 MARCH 31, 1996 AND 1995 SUPER 8 MOTELS, LTD. (A California Limited Partnership) INDEX Financial Statements: PAGE Balance Sheet - March 31, 1996 and December 31, 1995 2 Statement of Operations - Three Months Ended March 31, 1996 and 1995 3 Statement of Changes in Partners' Equity - Three Months Ended March 31, 1996 and 1995 4 Statement of Cash Flows - Three Months Ended March 31, 1996 and 1995 5 Notes to Financial Statements 6 Management Discussion and Analysis 7 - 8 Other Information and Signatures 9 - 10 SUPER 8 MOTELS, LTD. (A California Limited Partnership) BALANCE SHEET MARCH 31, 1996 AND DECEMBER 31, 1995 3/31/96 12/31/95 ------- -------- ASSETS Current Assets: Cash and temporary investments $ 633,877 $ 631,200 Accounts receivable 99,874 94,659 Prepaid expenses 4,927 22,662 ---------- ---------- Total current assets 738,678 748,521 ---------- ---------- Property and Equipment: Buildings 5,223,252 5,223,252 Furniture and equipment 1,082,718 1,061,233 6,305,970 6,284,485 Accumulated depreciation and amortization (4,488,041) (4,438,559) ---------- ---------- Property and equipment, Net 1,817,929 1,845,926 ---------- ---------- Other Assets: 22,869 23,663 ---------- ---------- Total Assets $ 2,579,476 $ 2,618,110 ========== ========== LIABILITIES AND PARTNERS' EQUITY Current Liabilities: Current portion of note payable $ 26,415 $ 25,862 Accounts payable and accrued liabilities 178,650 151,535 ---------- ---------- Total current liabilities 205,065 177,397 Long - Term Liabilities: Note payable 953,894 960,709 ---------- ---------- Total liabilities 1,158,959 1,138,106 ---------- ---------- Partners' Equity: General Partners 59,135 58,480 Limited Partners 1,361,382 1,421,524 ---------- ---------- Total partners' equity 1,420,517 1,480,004 ---------- ---------- Total Liabilities and Partners' Equity $ 2,579,476 $ 2,618,110 ========== ========== The accompanying notes are an integral part of the financial statements. -2- SUPER 8 MOTELS, LTD. (A California Limited Partnership) STATEMENT OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1996 AND 1995 1996 1995 Income: ------ ------ Guest room $ 747,854 $ 724,343 Telephone and vending 17,469 13,874 Interest 5,101 3,046 Other 6,215 2,516 ---------- ---------- Total Income 776,639 743,779 Expenses: Motel operating expenses (Note 2) 546,902 526,344 General and administrative 26,475 31,127 Depreciation and amortization 64,403 66,126 Interest 20,876 21,388 Property management fees 38,581 37,053 Partnership management fees 13,889 13,889 ---------- ---------- Total Expenses 711,126 695,927 Net Income (Loss) $ 65,513 $ 47,852 ========== ========== Net Income (Loss) Allocable to General Partners $655 $479 ====== ====== Net Income (Loss) Allocable to Limited Partners $64,858 $47,373 ========= ========= Net Income (Loss) per Partnership Unit $12.97 $9.47 ======== ======== Distribution to Limited Partners per Partnership Unit $25.00 $25.00 ======== ======== The accompanying notes are an integral part of the financial statements. -3- SUPER 8 MOTELS, LTD. (A California Limited Partnership) STATEMENT OF PARTNERS' EQUITY THREE MONTHS ENDED MARCH 31, 1996 AND 1995 1996 1995 General Partners: ------ ------ Balance at beginning of year $ 58,480 $ 53,172 Net income (loss) 655 479 ---------- ---------- Balance at end of period 59,135 53,651 ---------- ---------- Limited Partners: Balance at beginning of year 1,421,524 1,396,049 Net income (loss) 64,858 47,373 Less: Cash distributions to Limited Partners (125,000) (125,000) ---------- ---------- Balance at end of period 1,361,382 1,318,422 ---------- ---------- Total balance at end of period $ 1,420,517 $ 1,372,073 ========== ========== The accompanying notes are an integral part of the financial statements. -4- SUPER 8 MOTELS, LTD. (A California Limited Partnership) STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 1996 AND 1995 1996 1995 Cash flows from operating activities: ------ ------ Received from motel revenues $ 767,664 $ 758,633 Expended for motel operations and general and administrative expenses (580,509) (568,344) Interest received 3,760 3,037 Interest paid (20,920) (21,429) ---------- ---------- Net cash provided by operating activities 169,995 171,897 ---------- ---------- Cash flows from investing activities: Purchases of property and equipment (36,056) (5,732) ---------- --------- Net cash provided (used) by investing activities (36,056) (5,732) ---------- ---------- Cash flows from financing activities: Principal payments on notes payable (6,262) (5,753) Distributions paid to limited partners (125,000) (125,000) ---------- ---------- Net cash provided (used) by financing activities (131,262) (130,753) ---------- ---------- Net increase (decrease) in cash and temporary investments 2,677 35,412 Cash and Temporary Investments: Beginning of period 631,200 502,138 ---------- ---------- End of period $ 633,877 $ 537,550 ========== ========== Reconciliation of net income to net cash provided by operating activities: Net income (loss) $ 65,513 $ 47,852 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 64,403 66,126 (Gain) loss on sale of property 444 - (Increase) decrease in accounts receivabl (5,215) 17,891 (Increase) decrease in prepaid expenses 17,734 15,836 Increase (decrease) in accounts payable and accrued liabilities 27,116 24,192 ---------- ---------- Total adjustments 104,482 124,045 ---------- ---------- Net cash provided by operating activities $ 169,995 $ 171,897 ========== ========== The accompanying notes are an integral part of the financial statements. -5- SUPER 8 MOTELS, LTD. (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS MARCH 31, 1996 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, 1995 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 $ 38,581 Franchise Fees $ 14,963 Partnership Management Fees $ 13,889 Note 2: The following table summarizes the major components of motel operating expenses for the periods reported: 1996 1995 ------ ------ Salaries and related costs $ 189,640 $ 187,966 Rent 46,198 46,389 Utilities 31,686 37,162 Allocated costs, mainly indirect salaries 68,728 63,394 Replacements and renovations 10,594 16,481 Other operating expenses 200,056 174,952 -------- -------- Total motel operating expenses $ 546,902 $ 526,344 ======== ======== 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 MARCH 31, 1996 LIQUIDITY AND CAPITAL RESOURCES The Partnership has current assets of $738,678 which exceed its current liabilities of $205,065 by $533,613. This surplus provides an operating reserve equal to 10.7% 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). As shown on the Statement of Cash Flows for the three months ended March 31, 1996, the Partnership's cash resources increased by $2,677 during the period covered by this report as compared with an increase of $35,412 during the corresponding period of the preceding fiscal year. The reduction in net cash flow is primarily due to a $30,324 increase in capitalized expenditures for property and equipment, as discussed below. Other than operating cash flow, additional borrowing against the 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 three month period covered by this report, the Partnership's expenditures for replacements and renovation totaled $46,649 or 6.2% of guest room revenues. The $36,056 capitalized portion of the total expenditure included $22,241 in guest room carpet and $8,690 for partial exterior painting of the South San Francisco property. Included in the $10,593 of uncapitalized renovations was $2,219 for guest room chairs, $2,059 for sundeck repairs and $1,625 for landscaping. 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. RESULTS OF OPERATIONS The following is a comparison of the first three months of the fiscal year ending December 31, 1996 with the corresponding period of the preceding fiscal year. Total income increased $32,860 or 4.4%. The major revenue item, guest room revenue, increased 3.2%, due to an average rate increase from $41.80 in 1995 to $43.16 in 1996. This increase was offset by a decrease in the occupancy rate from 59.2% in 1995 to 58.6% in 1996. The San Francisco and Sacramento motels both achieved increases in room revenue. -7- SUPER 8 MOTELS, LTD. (A California Limited Partnership) MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION MARCH 31, 1996 (Continued) The Modesto property experienced a significant decrease in its occupancy rate due to the decline in business from a railroad construction crew who provided approximately $20,000 in business during the first calendar quarter of 1995. Total expenses increased $15,199 or 2.2% during the three months of the fiscal quarter ended March 31, 1996 as compared to the corresponding quarter of the previous fiscal year. This increase is primarily attributable the cumulative increase in occupancy. FUTURE TRENDS The General Partners anticipate a slightly improved economic climate for 1996 as compared with the previous fiscal year. The South San Francisco market, which traditionally generated 40% of the Partnership's room revenue, has recovered from its depressed condition. The General Partners have determined that a continuing cost control strategy 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 continue to benefit the Partnership through the fiscal quarter covered by this report. The Sacramento property has significant occupancy from the McClellan Air Force Base. The facility was added to the 1995 base closing list. The room nights generated from this source will decline as the base operations are phased out through 1997. The actual closing activity and the future use of the facility should generate some business for the Sacramento motel. 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. -8- 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 -10- 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 5-2-96 By /S/ David P. Grotewohl ------ ------------------------- Date David P. Grotewohl, President of Grotewohl Management Services, Inc., Managing General Partner 5-2-96 By /S/ David P. Grotewohl ------ ------------------------- Date David P. Grotewohl, Chief Financial Officer -11-