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, 1997 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, 1997 AND 1996 SUPER 8 MOTELS, LTD. (A California Limited Partnership) INDEX Financial Statements: PAGE Balance Sheet - March 31, 1997 and December 31, 1996 2 Statement of Operations - Three Months Ended March 31, 1997 and 1996 3 Statement of Changes in Partners' Equity - Three Months Ended March 31, 1997 and 1996 4 Statement of Cash Flows - Three Months Ended March 31, 1997 and 1997 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, 1997 and December 31, 1996 3/31/97 12/31/96 ------------ ------------ ASSETS Current Assets: Cash and temporary investments $ 1,201,460 $ 1,058,309 Accounts receivable 121,896 122,841 Prepaid expenses 5,347 24,463 ------------ ------------ Total current assets 1,328,703 1,205,613 ------------ ------------ Property and Equipment: Buildings 5,223,252 5,223,252 Furniture and equipment 1,082,997 1,049,769 ------------ ------------ 6,306,249 6,273,021 Accumulated depreciation (4,681,241) (4,620,543) ------------ ------------ Property and equipment, net 1,625,008 1,652,478 ------------ ------------ Other Assets: 19,694 20,488 ------------ ------------ Total Assets $ 2,973,405 $ 2,878,579 ============ ============ LIABILITIES AND PARTNERS' EQUITY Current Liabilities: Current portion of note payable $ 29,366 $ 28,148 Accounts payable and accrued liabilities 216,217 167,471 ------------ ------------ Total current liabilities 245,583 195,619 Long - Term Liabilities: Note payable 924,528 932,561 ------------ ------------ Total liabilities 1,170,111 1,128,180 ------------ ------------ Contingent Liabilities (See Note 1) Partners' Equity: General Partners 68,588 66,559 Limited Partners 1,734,706 1,683,840 ------------ ------------ Total partners' equity 1,803,294 1,750,399 ------------ ------------ Total Liabilities and Partners' Equity $ 2,973,405 $ 2,878,579 ============ ============ 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 Three Months Ending March 31, 1997 and 1996 Three Months Three Months Ended Ended 3/31/97 3/31/96 ------------ ------------ Income: Guest room $ 911,720 $ 747,854 Telephone and vending 21,702 17,469 Interest 10,067 5,101 Other 8,844 6,215 ------------ ------------ Total Income 952,333 776,639 ------------ ------------ Expenses: Motel operating expenses (Note 2) 575,173 546,902 General and administrative 28,635 26,475 Depreciation and amortization 61,492 64,403 Interest 20,319 20,876 Property management fees 47,152 38,581 Partnership management fees 16,667 13,889 ------------ ------------ Total Expenses 749,438 711,126 ------------ ------------ Net Income (Loss) $ 202,895 $ 65,513 ============ ============ Net Income (Loss) Allocable to General Partners $2,029 $655 ============ ============ Net Income (Loss) Allocable to Limited Partners $200,866 $64,858 ============ ============ Net Income (Loss) per Partnership Unit $40.17 $12.97 ============ ============ Distribution to Limited Partners per Partnership Unit $30.00 $25.00 ============ ============ The accompanying notes are an integral part of the financial statements. - 3 - Super 8 Motels, Ltd. (A California Limited Partnership) Statement of Changes in Partners' Equity For the Three Months Ending March 31, 1997 and 1996 1997 1996 ------------ ------------ General Partners: Balance at beginning of year $ 66,559 $ 58,480 Net income (loss) 2,029 655 ------------ ------------ Balance at end of period 68,588 59,135 ------------ ------------ Limited Partners: Balance at beginning of year 1,683,840 1,421,524 Net income (loss) 200,866 64,858 Distributions to limited partners (150,000) (125,000) ------------ ------------ Balance at end of period 1,734,706 1,361,382 ------------ ------------ Total balance at end of period $ 1,803,294 $ 1,420,517 ============ ============ 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 Three Months Ending March 31, 1997 and 1996 1997 1996 ------------ ------------ Cash flows from operating activities: Received from motel revenues $ 944,513 $ 767,664 Expended for motel operations and general and administrative expenses (599,717) (580,509) Interest received 8,765 3,760 Interest paid (20,367) (20,920) ------------ ------------ Net cash provided by operating activities 333,194 169,995 ------------ ------------ Cash flows from investing activities: Purchases of property and equipment (33,228) (36,056) Proceeds from sales of property and equipment - - ------------ ------------ Net cash provided (used) by investing activities (33,228) (36,056) ------------ ------------ Cash flows from financing activities: Principal payments on notes payable (6,815) (6,262) Distributions paid to limited partners (150,000) (125,000) ------------ ------------ Net cash provided (used) by financing activities (156,815) (131,262) ------------ ------------ Net increase (decrease) in cash and temporary investments 143,151 2,677 Cash and Temporary Investments: Beginning of period 1,058,309 631,200 ------------ ------------ End of period $ 1,201,460 $ 633,877 ============ ============ Reconciliation of net income to net cash provided by operating activities: Net income (loss) $ 202,895 $ 65,513 ------------ ------------ Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 61,492 64,403 (Gain) loss on sale of property - 444 (Increase) decrease in accounts receivable 945 (5,215) (Increase) decrease in prepaid expenses 19,116 17,734 Increase (decrease) in accounts payable and accrued liabilities 48,746 27,116 ------------ ------------- Total adjustments 130,299 104,482 ------------ ------------- Net cash provided by operating activities $ 333,194 169,995 ============ ============= The accompanying notes are an integral part of the financial statements. - 5 - Super 8 Motels, Ltd. (A California Limited Partnership) Notes to Financial Statements For the Three Months Ending March 31, 1997 and 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, 1996 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 $47,152 Franchise Fees $18,257 Partnership Management Fees $16,667 Note 2: The following table summarizes the major components of motel operating expenses for the periods reported: Three Months Three Months Ended Ended 3/31/97 3/31/96 ------------ ------------ Salaries and related costs $ 199,494 $ 189,640 Rent 47,911 46,198 Franchise and advertising 45,643 31,686 Utilities 41,587 31,686 Allocated costs, mainly indirect salaries 66,165 68,728 Replacements and renovations 9,904 10,594 Other operating expenses 164,469 168,370 ------------ ------------ Total motel operating expenses $ 575,173 $ 546,902 ============ ============ 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, 1997 LIQUIDITY AND CAPITAL RESOURCES The Partnership has current assets of $1,328,703 which exceed its current liabilities of $245,583 by $1,083,120. This surplus provides an operating reserve equal to 21.7% 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, 1997, the Partnership's cash resources increased by $143,151 during the period covered by this report as compared with an increase of $2,677 during the corresponding period of the preceding fiscal year. The increase in net cash flow is primarily due to the increase in cash flow from operations, 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 $43,131 or 4.7% of guest room revenues. The Partnership spent $33,228 on washers for the South San Francisco and Sacramento properties. RESULTS OF OPERATIONS The following is a comparison of the first three months of the fiscal year ending March 31, 1997 with the corresponding period of the preceding fiscal year. Total income increased $175,694 or 22.6%. The major revenue item, guest room revenue, increased $163,866 or 21.9%, due to an average daily room rate increase from $43.16 in 1996 to $45.72 in 1997 and an average occupancy rate increase from $58.6% in 1996 to 68.2% in 1997. All three motel achieved increases in both average daily room rate and average occupancy rate. The South San Francisco motel achieved 69% of the increased guest room revenues. The South San Francisco market achieved higher patronage in all market segments with the highest increases in the leisure and corporate market segments. - 7 - Super 8 Motels, Ltd. (A California Limited Partnership) Management Discussion and Analysis of Financial Condition and Results of Operation March 31, 1997 (Continued) Total expenses increased $38,312 or 5.4% during the three months ended March 31, 1997 as compared to the corresponding quarter of the previous fiscal year. This increase is attributable to the increase in guest room occupancy. FUTURE TRENDS The General Partners anticipate a slightly improved economic climate for 1997 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 had 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 2002. 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 5-5-97 By /S/ David P. Grotewohl -------- ------------------------- Date David P. Grotewohl, President of Grotewohl Management Services, Inc., Managing General Partner 5-5-97 By /S/ David P. Grotewohl -------- ------------------------- Date David P. Grotewohl, Chief Financial Officer -10-