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, 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 JUNE 30, 1997 AND 1996 SUPER 8 MOTELS, LTD. (A California Limited Partnership) INDEX Financial Statements: PAGE Balance Sheet - June 30, 1997 and December 31, 1996 2 Statement of Operations - Six Months Ended June 30, 1997 and 1996 3 Statement of Changes in Partners' Equity - Six Months Ended June 30, 1997 and 1996 4 Statement of Cash Flows - Six Months Ended June 30, 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 June 30, 1997 and December 31, 1996 6/30/97 12/31/96 ----------- ----------- ASSETS Current Assets: Cash and temporary investments $ 778,903 $ 1,058,309 Accounts receivable 137,093 122,841 Prepaid expenses 29,398 24,463 ---------- ---------- Total current assets 945,394 1,205,613 ---------- ---------- Property and Equipment: Buildings 5,223,252 5,223,252 Furniture and equipment 1,094,573 1,049,769 ---------- ---------- 6,317,825 6,273,021 Accumulated depreciation (4,732,613) (4,620,543) ---------- ---------- Property and equipment, net 1,585,212 1,652,478 ---------- ---------- Other Assets: 18,900 20,488 ---------- ---------- Total Assets $ 2,549,506 $ 2,878,579 ========== ========== LIABILITIES AND PARTNERS' EQUITY Current Liabilities: Current portion of note payable $ 29,366 $ 28,148 Accounts payable and accrued liabilities 219,351 167,471 ---------- ---------- Total current liabilities 248,717 195,619 ---------- ---------- Long - Term Liabilities: Note payable 917,567 932,561 ---------- ---------- Total liabilities 1,166,284 1,128,180 ---------- ---------- Contingent Liabilities (See Note 1) Partners' Equity: General Partners 72,012 66,559 Limited Partners 1,311,210 1,683,840 ---------- ---------- Total partners' equity 1,383,222 1,750,399 ---------- ---------- Total Liabilities and Partners' Equity $ 2,549,506 $ 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 Six Months Ending June 30, 1997 and 1996 Three Months Six Months Three Months Six Months Ended Ended Ended Ended 6/30/97 6/30/97 6/30/96 6/30/96 ----------- ----------- ----------- ----------- Income: Guest room $ 1,083,984 $ 1,995,705 $ 940,014 $ 1,687,868 Telephone and vending 21,648 43,350 19,449 36,918 Interest 10,293 20,360 5,685 10,786 Other 12,863 21,707 8,314 14,529 ---------- ---------- ---------- ---------- Total Income 1,128,788 2,081,122 973,462 1,750,101 ---------- ---------- ---------- ---------- Expenses: Motel operating expenses (Note 2) 612,479 1,188,866 586,934 1,133,837 General and administrative 15,915 44,549 18,704 45,179 Depreciation and amortization 62,873 124,364 64,040 128,443 Interest 20,172 40,491 20,741 41,617 Property management fees 55,655 102,807 48,332 86,913 Partnership management fees 18,056 34,722 13,889 27,778 ---------- ---------- ---------- ---------- Total Expenses 785,150 1,535,799 752,640 1,463,767 ---------- ---------- ---------- ---------- Net Income (Loss) $ 343,638 $ 545,323 $ 220,822 $ 286,334 ========== ========== ========== ========== Net Income (Loss) Allocable to General Partners $3,436 $5,453 $2,208 $2,863 ======== ======== ======== ======== Net Income (Loss) Allocable to Limited Partners $340,202 $539,870 $218,614 $283,471 ======== ======== ======== ======== Net Income (Loss) per Partnership Unit $68.04 $107.97 $43.72 $56.69 ======== ======== ======== ======== Distribution to Limited Partners per Partnership Unit $152.50 $182.50 $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 Changes in Partners' Equity For the Six Months Ending June 30, 1997 and 1996 6/30/97 12/31/96 ----------- ----------- General Partners: Balance at beginning of year $ 66,559 $ 58,480 Net income (loss) 5,453 2,863 ---------- ---------- Balance at end of period 72,012 61,343 ---------- ---------- Limited Partners: Balance at beginning of year 1,683,840 1,421,524 Net income (loss) 539,870 283,471 Distributions to limited partners (912,500) (250,000) ---------- ---------- Balance at end of period 1,311,210 1,454,995 ---------- ---------- Total balance at end of period $ 1,383,222 $ 1,516,338 ========== ========== 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 Six Months Ending June 30, 1997 and 1996 1997 1996 ----------- ----------- Cash flows from operating activities: Received from motel revenues $ 2,046,551 $ 1,713,822 Expended for motel operations and general and administrative expenses (1,323,900) (1,260,786) Interest received 20,319 10,823 Interest paid (40,589) (41,707) ---------- ---------- Net cash provided by operating activities 702,381 422,152 ---------- ---------- Cash flows from investing activities: Purchases of property and equipment (55,511) (41,699) Proceeds from sales of property and equipment - 3,000 ---------- ---------- Net cash provided (used) by investing activities (55,511) (38,699) ---------- ---------- Cash flows from financing activities: Principal payments on notes payable (13,776) (12,657) Distributions paid to limited partners (912,500) (250,000) ---------- ---------- Net cash provided (used) by financing activities (926,276) (262,657) ---------- ---------- Net increase (decrease) in cash and temporary investments (279,406) 120,796 Cash and Temporary Investments: Beginning of period 1,058,309 631,200 ---------- ---------- End of period $ 778,903 $ 751,996 ========== ========== Reconciliation of net income to net cash provided by operating activities: Net income (loss) $ 545,323 $ 286,334 ---------- ---------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 124,364 128,443 (Gain) loss on sale of property - 1,536 (Increase) decrease in accounts receivable (14,252) (25,456) (Increase) decrease in prepaid expenses (4,935) (16,567) Increase (decrease) in accounts payable and accrued liabilities 51,881 47,862 ---------- ---------- Total adjustments 157,058 135,818 ---------- ---------- Net cash provided by operating activities $ 702,381 $ 422,152 ========== ========== 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 Six Months Ending June 30, 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 $ 102,807 Franchise Fees $ 39,914 Partnership Management Fees $ 34,722 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 6/30/97 6/30/97 6/30/96 6/30/96 ----------- ----------- ----------- ----------- Salaries and related costs $ 209,029 $ 408,523 $ 190,912 $ 380,552 Rent 48,125 96,036 46,198 92,397 Franchise and advertising 54,142 99,785 47,029 84,436 Utilities 44,565 86,152 38,580 70,266 Allocated costs, mainly indirect salaries 66,470 132,635 71,447 140,175 Replacements and renovations 8,620 18,524 16,792 27,385 Other operating expenses 181,528 347,211 175,976 338,626 ---------- ---------- ---------- ---------- Total motel operating expenses $ 612,479 $ 1,188,866 $ 586,934 $ 1,133,837 ========== ========== ========== ========== 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, 1997 LIQUIDITY AND CAPITAL RESOURCES The Partnership has current assets of $945,394 which exceed its current liabilities of $248,717 by $696,677. This surplus provides an operating reserve equal to 13.9% 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 six months ended June 30, 1997, the Partnership's cash resources decreased by $279,406 during the period covered by this report as compared with an increase of $120,796 during the corresponding period of the preceding fiscal year. The decrease in net cash flow is primarily due to a special, non-recurring $600,000 distribution. Cash provided by operating activity grew by $280,229 during the six months covered by this report as compared to the previous 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. During the six month period covered by this report, the Partnership's expenditures for replacements and renovation totaled $74,035 or 3.7% of guest room revenues. The Partnership spent $33,228 on washers for the South San Francisco and Sacramento properties, $4,166 for furniture repairs at the South San Francisco property, $5,504 for bedspreads at all three properties and $5,111 for replacement air-conditioning units. RESULTS OF OPERATIONS The following is a comparison of the first six months of the fiscal year ending December 31, 1997 with the corresponding period of the preceding fiscal year. Total income increased $331,021 or 18.9%. The major revenue item, guest room revenue, increased $307,837 or 18.2%, due to an average rate increase from $45.17 in 1996 to $47.65 in 1997 and an occupancy rate increase from $63.2% in 1996 to 71.2% in 1997. All three motel achieved increases in both the average daily room rate in the average occupancy rate. The South San Francisco motel achieved 65% of the increased guest room revenues. The South San Francisco markets achieved higher patronage in all market segments with the highest increases in the leisure and the corporate market segments. The Sacramento property achieved a similar increase in its average occupancy rate and a minimal increase in its average room rate. The Modesto motel had substantially unchanged occupancy rates, but was able to achieve higher room rates due to improved market conditions. - 7 - SUPER 8 MOTELS, LTD. (A California Limited Partnership) MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION JUNE 30, 1997 (Continued) Total expenses increased $72,032 or 4.9% during the first six months of the fiscal year ending December 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 an 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 8-12-97 By /S/ David P. Grotewohl --------- ------------------------- Date David P. Grotewohl, President of Grotewohl Management Services, Inc., Managing General Partner 8-12-97 By /S/ David P. Grotewohl --------- ------------------------- Date David P. Grotewohl, Chief Financial Officer -10-