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 0-10134 SUPER 8 MOTELS III, LTD ------------------------------------------------------ (Exact name of registrant as specified in its charter) CALIFORNIA 94 - 2664921 ------------------------------ ------------------ (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 III, LTD. (A California Limited Partnership) FINANCIAL STATEMENTS MARCH 31, 1997 AND 1996 SUPER 8 MOTELS III, 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 1996 5 Notes to Financial Statements 6 Management Discussion and Analysis 7 Other Information and Signatures 8 - 9 Super 8 Motels III, 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 $ 383,627 $ 254,782 Accounts receivable 70,542 68,114 Prepaid expenses 2,102 11,341 ----------- ----------- Total current assets 456,271 334,237 ----------- ----------- Property and Equipment: Land 1,670,129 1,670,129 Capital improvements 26,175 26,175 Buildings 3,276,870 3,276,870 Furniture and equipment 756,837 756,837 ----------- ----------- 5,730,011 5,730,011 Accumulated depreciation (2,864,955) (2,826,379) ----------- ----------- Property and equipment, net 2,865,056 2,903,632 ----------- ----------- Total Assets $ 3,321,327 $ 3,237,869 =========== =========== LIABILITIES AND PARTNERS' EQUITY Current Liabilities: Accounts payable and accrued liabilities 94,356 63,785 ----------- ----------- Total current liabilities 94,356 63,785 ----------- ----------- Total liabilities 94,356 63,785 ----------- ----------- Contingent Liabilities (See Note 1) Partners' Equity: General Partners 19,734 19,205 Limited Partners 3,207,237 3,154,879 ----------- ----------- Total partners' equity 3,226,971 3,174,084 ----------- ----------- Total Liabilities and Partners' Equity $ 3,321,327 $ 3,237,869 =========== =========== The accompanying notes are an integral part of the financial statements. - 2 - Super 8 Motels III, 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 $ 403,295 $ 355,413 Telephone and vending 8,408 7,719 Interest 1,362 2,534 Other 919 534 ----------- ----------- Total Income 413,984 366,200 ----------- ----------- Expenses: Motel operating expenses (Note 2) 279,414 286,845 General and administrative 22,461 19,464 Depreciation and amortization 38,576 40,250 Interest - 3,524 Property management fees 20,646 18,192 ----------- ----------- Total Expenses 361,097 368,275 ----------- ----------- Net Income (Loss) $ 52,887 $ (2,075) =========== =========== Net Income (Loss) Allocable to General Partners $529 ($21) ======== ======== Net Income (Loss) Allocable to Limited Partners $52,358 ($2,054) ======== ======== Net Income (Loss) per Partnership Unit $8.81 ($0.35) ======== ======== Distribution to Limited Partners per Partnership Unit $0.00 $0.00 ======== ======== The accompanying notes are an integral part of the financial statements. - 3 - Super 8 Motels III, Ltd. (A California Limited Partnership) Statement of Partners' Equity For the Three Months Ending March 31, 1997 and 1996 1997 1996 ----------- ----------- General Partners: Balance at beginning of year $ 19,205 $ 19,194 Net income (loss) 529 (21) ----------- ----------- Balance at end of period 19,734 19,173 ----------- ----------- Limited Partners: Balance at beginning of year 3,154,879 3,153,774 Net income (loss) 52,358 (2,054) Less: Cash distributions - - ----------- ----------- Balance at end of period 3,207,237 3,151,720 ----------- ----------- Total balance at end of period $ 3,226,971 $ 3,170,893 =========== =========== The accompanying notes are an integral part of the financial statements. - 4 - Super 8 Motels III, 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 $ 410,194 $ 361,780 Expended for motel operations and general and administrative expenses (282,831) (334,591) Interest received 1,362 1,460 Interest paid - (3,680) ----------- ----------- Net cash provided (used) by operating activities 128,725 24,969 ----------- ----------- Cash Flows From Investing Activities: Purchases of property and equipment - (5,456) Proceeds from sale of equipment 120 - ----------- ----------- Net cash provided (used) by investing activities 120 (5,456) ----------- ----------- Cash Flows From Financing Activities: Payments on notes payable - (18,769) Distributions paid to Limited Partners - - ----------- ----------- Net cash provided (used) by financing activities - (18,769) ----------- ----------- Net increase (decrease) in cash and temporary investments 28,845 744 Cash and temporary investments: Beginning of year 254,782 285,554 ----------- ----------- End of period $ 383,627 $ 286,298 =========== =========== Reconciliation of Net Income to Net Cash Provided by Operating Activities: Net income (loss) $ 52,887 $ (2,075) ----------- ----------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 38,576 40,250 Gain on disposition of property (120) - (Increase) decrease in accounts receivable (2,428) (2,960) (Increase) decrease in prepaid expenses 9,239 9,595 Increase (decrease) in accounts payable and accrued liabilities 30,571 (19,841) ----------- ----------- Total adjustments 75,838 27,044 ----------- ----------- Net cash provided by operating activities $ 128,725 $ 24,969 =========== =========== The accompanying notes are an integral part of the financial statements. - 5 - Super 8 Motels III, Ltd. (A California Limited Partnership) Notes to Financial Statements 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 $20,646 Franchise Fees $8,068 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 $ 109,729 $ 107,689 Franchise and advertising 20,171 17,776 Utilities 22,665 23,852 Allocated costs, mainly indirect salaries 44,110 45,819 Replacements and renovations 12,040 7,305 Other operating expenses 70,699 84,404 ----------- ----------- Total motel operating expenses $ 279,414 $ 286,845 =========== =========== The following additional material contingencies are required to be restated in interim reports under federal securities law: None. - 6 - SUPER 8 MOTELS III, 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's current assets of $456,271 exceed its current liabilities of $94,356 by $361,915. This excess of current assets over current liabilities constitutes an operating reserve that is greater than the $297,050 operating reserve requirement in the Partnership Agreement. The General Partner anticipates that the Partnership will begin quarterly distributions of approximately $6.25 per unit with the distribution for the second calendar quarter on or around August 15, 1997. The Partnership has no major commitments for capital expenditures. The Partnership has a replacement and renovation target equal to 3% of guest room revenue. During the three months ended March 31, 1997, the Partnership expended $11,720 in such expenditures which is equal to 2.9% of guest room revenue. The General Partners anticipate that renovation and repair expenditures will not exceed 3% of guest room revenue during the current fiscal year. RESULTS OF OPERATIONS The following is a comparison of the first three months of the fiscal year ending December 31, 1997 with the corresponding period of the preceding fiscal year. Total revenues increased $47,784 (or 13.0%) for the three month period as compared to the previous fiscal year. The increase in total revenue was due to a $47,882 (or 13.5%) increase in room revenue. Motel occupancy increased from 67.2% to 74.3%, while the average room rate increased from $33.99 to $35.25. The increase in guest room revenue occurred primarily at the Partnership's San Bernardino motel and was due to increased patronage in the corporate and leisure market segments. The Partnership's expenses decreased by $7,178 or 1.9%. This reduction is due to reduced interest expense and to reduced operating expenses. FUTURE TRENDS The General Partners expect that overall occupancy for the fiscal year ending December 31, 1997 will be greater than that achieved in 1996. The General Partners expect income for the current fiscal year to be greater than the previous fiscal year. Expenses are subject to both cost inflation and to the deferred maintenance associated with the effects of high occupancy in previous years. The net effect should be net income greater than the previous fiscal year. 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. - 7 - 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 - 8 - 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 III, 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 - 9 -