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 September 30, 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 SEPTEMBER 30, 1996 AND 1995 SUPER 8 MOTELS, LTD. (A California Limited Partnership) INDEX Financial Statements: PAGE Balance Sheet - September 30, 1996 and December 31, 1995 2 Statement of Operations - Nine Months Ended September 30, 1996 and 1995 3 Statement of Changes in Partners' Equity - Nine Months Ended September 30, 1996 and 1995 4 Statement of Cash Flows - Nine Months Ended September 30, 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 September 30, 1996 and December 31, 1995 9/30/96 12/31/95 ASSETS ----------- ---------- Current Assets: Cash and temporary investments $ 1,052,981 $ 631,200 Accounts receivable 118,636 94,659 Prepaid expenses 39,330 22,662 ----------- ----------- Total current assets 1,210,947 748,521 ----------- ----------- Property and Equipment: Capital improvements Buildings 5,223,252 5,223,252 Furniture and equipment 1,083,675 1,061,233 ----------- ----------- 6,306,927 6,284,485 Accumulated depreciation (4,611,285) (4,438,559) ----------- ----------- Property and equipment, net 1,695,642 1,845,926 ----------- ----------- Other Assets: 22,075 23,663 ----------- ----------- Total Assets $ 2,928,664 $ 2,618,110 =========== =========== LIABILITIES AND PARTNERS' EQUITY Current Liabilities: Current portion of note payable $ 26,403 $ 25,862 Accounts payable and accrued liabilities 226,775 151,535 ----------- ----------- Total current liabilities 253,178 177,397 ----------- ----------- Long - Term Liabilities: Note payable 940,978 960,709 ----------- ----------- Total liabilities 1,194,156 1,138,106 ----------- ----------- Contingent Liabilities (See Note 1) Partners' Equity: General Partners 64,901 58,480 Limited Partners 1,669,607 1,421,524 ----------- ----------- Total partners' equity 1,734,508 1,480,004 ----------- ----------- Total Liabilities and Partners' Equity $ 2,928,664 $ 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 For the Nine Months Ending September 30, 1996 and 1995 Three Months Nine Months Three Months Nine Months Ended Ended Ended Ended 9/30/96 9/30/96 9/30/95 9/30/95 ----------- ----------- ----------- ----------- Income: Guest room $ 1,086,417 $ 2,774,285 $ 1,034,421 $ 2,642,652 Telephone and vending 27,402 64,320 24,961 55,609 Interest 7,209 17,994 5,030 11,449 Other 6,172 20,701 19,254 24,617 ----------- ----------- ----------- ----------- Total Income 1,127,200 2,877,300 1,083,666 2,734,327 ----------- ----------- ----------- ----------- Expenses: Motel operating expense (Note 2) 600,366 1,734,956 623,860 1,767,691 General and administration 17,461 62,640 17,330 64,893 Depreciation and amor- tization 60,973 189,416 64,461 194,850 Interest 20,603 62,221 21,138 63,804 Property management fees 56,093 143,007 53,036 135,268 Partnership management 15,278 43,056 13,889 41,667 ----------- ----------- ----------- ----------- Total Expenses 770,774 2,235,296 793,714 2,268,173 ----------- ----------- ----------- ----------- Net Income (Loss) $ 356,426 $ 642,004 $ 289,952 $ 466,154 =========== =========== =========== =========== Net Income (Loss) Allocable to General Partners $3,564 $6,420 $2,900 $4,662 =========== =========== =========== =========== Net Income (Loss) Allocable to Limited Partners $352,862 $635,584 $287,052 $461,492 =========== =========== =========== =========== Net Income (Loss) per Partnership Unit $71.29 $128.40 $57.99 $93.23 =========== =========== =========== =========== Distribution to Limited Partners per Partnership Unit $27.50 $77.50 $25.00 $75.00 =========== =========== =========== =========== The accompanying notes are an integral part of the financial statements - 3 - Super 8 Motels, Ltd. (A California Limited Partnership) Statement of Changes in Partners' Equity For the Nine Months Ending September 30, 1996 and 1995 1996 1995 ----------- ----------- General Partners: Balance at beginning of year $ 58,480 $ 53,172 Net income (loss) 6,420 4,662 ----------- ----------- Balance at end of period 64,900 57,834 ----------- ----------- Limited Partners: Balance at beginning of year 1,421,524 1,396,049 Net income (loss) 635,584 461,492 Distributions to limited partners (387,500) (375,000) ----------- ----------- Balance at end of period 1,669,608 1,482,541 ----------- ----------- Total balance at end of period $ 1,734,508 $ 1,540,375 =========== =========== The accompanying notes are an integral part of the financial statements. - 4 - Super 8 Motels, Ltd. (A California Limited Partnership) Statement of Cash Flows For the Nine Months Ending September 30, 1996 and 1995 1996 1995 ----------- ----------- Cash flows from operating activities: Received from motel revenues $ 2,851,544 $ 2,728,039 Expended for motel operations and general and administrative expenses (1,938,415) (1,983,664) Interest received 16,779 9,482 Interest paid (62,357) (63,929) ----------- ----------- Net cash provided by operating activities 867,551 689,928 ----------- ----------- Cash flows from investing activities: Purchases of property and equipment (42,080) (34,083) Proceeds from sales of property and equipment 3,000 - ----------- ----------- Net cash provided (used) by investing activities (39,080) (34,083) ----------- ----------- Cash flows from financing activities: Principal payments on notes payable (19,190) (17,617) Distributions paid to limited partners (387,500) (375,000) ----------- ----------- Net cash provided (used) by financing activities (406,690) (392,617) ----------- ----------- Net increase (decrease) in cash and temporary investments 421,781 263,228 Cash and Temporary Investments: Beginning of period 631,200 502,138 ----------- ----------- End of period $ 1,052,981 $ 765,366 =========== =========== Reconciliation of net income to net cash provided by operating activities: Net income (loss) $ 642,004 $ 466,154 ----------- ----------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 189,416 194,850 (Gain) loss on sale of property 1,536 (Increase) decrease in accounts receivable (8,977) 3,194 (Increase) decrease in prepaid expenses (16,668) (15,178) Increase (decrease) in accounts payable and accrued liabilities 60,240 40,908 ----------- ----------- Total adjustments 225,547 223,774 ----------- ----------- Net cash provided by operating activities $ 867,551 $ 689,928 =========== =========== The accompanying notes are an integral part of the finacial statements. - 5 - Super 8 Motels, Ltd. (A California Limited Partnership) Notes to Financial Statements September 30, 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 finan- cial 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 the period. Property Management Fees $ 143,007 Franchise Fees $ 55,545 Partnership Management Fees $ 43,056 Note 2: The following table summarizes the major components of motel operating expenses for the periods reported: Three Months Nine Months Three Months Nine Months Ended Ended Ended Ended 9/30/96 9/30/96 9/30/95 9/30/95 ----------- ----------- ----------- ----------- Salaries and related costs $ 208,354 $ 589,170 $ 210,518 $ 591,267 Rent 47,482 139,878 46,389 139,168 Franchise and advertising 60,702 177,651 58,920 172,006 Utilities 53,721 124,988 52,870 128,935 Allocated costs, mainly indirect salaries 62,280 202,455 67,580 197,800 Replacements and renovations 6,905 34,290 26,781 102,944 Other operating expenses 160,922 466,526 160,802 435,571 ----------- ----------- ----------- ----------- Total motel operating expenses $ 600,366 $ 1,734,958 $ 623,860 $ 1,767,691 =========== =========== =========== =========== The following additional material contingencies are required to be restated in the 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 September 30, 1996 LIQUIDITY AND CAPITAL RESOURCES The Partnership has current assets of $1,210,947 which exceed its current liabilities of $253,178 by $957,769. This surplus provides an operating reserve equal to 19.2% of the Partnership's original capital raised. While the Partner- ship 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 nine months ended September 30, 1996, the Partnership's cash resources increased by $421,781 during the period covered by this report as compared with an increase of $263,228 during the corresponding period of the preceding fiscal year. 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. Due to the improved performance of the Partnership's motels, the General Partners expect to increase the quarterly distribution from $27.50 per units to $30.00 per unit starting with the fourth distribution of 1996 to be made on or around November 15, 1996. During the nine month period covered by this report, the Partnership's expenditures for replacements and renovation totaled $65,221 or 2.4% of guest room revenues. Included in the total renovations and replacements was $22,241 in lobby and guest room carpet, $3,192 in air conditioning units, $2,059 in sundeck repairs, $2,620 in replacement bedspreads and $17,743 for interior and exterior painting and repairs of the South San Francisco property. The annual partial replacement of guest room carpets is expected in the fourth calendar quarter. 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 nine months of the fiscal year ending December 31, 1996 with the corresponding period of the preceding fiscal year. Total income increased $142,973 or 5.2%. The major revenue item, guest room revenue, increased $131,633 or 5.0%, due to an average rate increase from $44.24 in 1995 to $46.36 in 1996. This increase was offset by a decrease in the occupancy rate from 67.3% in 1995 to 67.2% in 1996. - 7 - Super 8 Motels, Ltd. (A California Limited Partnership) Management Discussion and Analysis of Financial Condition and Results of Operation September 30, 1996 (Continued) The San Francisco motel achieved a net increase in room revenue due to increased room nights in the leisure market segment. The Sacramento motel experienced a slight decrease in occupancy due to reduced demand in the leisure and government market segments, which was partially offset by increased demand in the corporate and discount market segments. The Modesto motel experienced reduced or static demand in the all market segments. Total expenses decreased $32,877 or 1.4% during the nine months of the fiscal year ended September 30, 1996 as compared to the corresponding period of the previous fiscal year. The expenses are substantially unchanged from the previous fiscal year due to the unchanged 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. Prior to 1995 the Sacramento property had significant occupancy from the McClellan Air Force Base. In 1995 the base added 30 rooms to its on-base transient housing. This reduced the motels demand in 1995 and in 1996. The facility was added to the 1995 base closing list. The remaining 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 -9- 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 11-11-96 By /S/ David P. Grotewohl -------- ------------------------- Date David P. Grotewohl, President of Grotewohl Management Services, Inc., Managing General Partner 11-11-96 By /S/ David P. Grotewohl -------- ------------------------- Date David P. Grotewohl, Chief Financial Officer -10-