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 0-9218 SUPER 8 MOTELS II, LTD ----------------------------------------------------- (Exact name of registrant as specified in its charter CALIFORNIA 94 - 2574309 ------------------------------ ------------------ (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 II, LTD. (A California Limited Partnership) FINANCIAL STATEMENTS JUNE 30, 1997 AND 1996 SUPER 8 MOTELS II, LTD. (A California Limited Partnership) INDEX Financial Statements: PAGE Balance Sheet - June 30, 1997 and September 30, 1996 2 Statement of Operations - Nine Months Ended June 30, 1997 and 1996 3 Statement of Changes in Partners' Equity - Nine Months Ended June 30, 1997 and 1996 4 Statement of Cash Flows - Nine Months Ended June 30, 1997 and 1996 5 Notes to Financial Statements 6 Management Discussion and Analysis 7 - 8 Other Information and Signatures 9 - 10 Super 8 Motels II, Ltd. (A California Limited Partnership) Balance Sheet June 30, 1997 and September 30, 1996 6/30/97 9/30/96 ---------- ---------- ASSETS Current Assets: Cash and temporary investments $ 365,856 $ 614,405 Accounts receivable 14,986 9,323 Prepaid expenses 6,920 21,662 ---------- ---------- Total current assets 387,762 645,390 ---------- ---------- Property and Equipment: Capital improvements 34,947 34,947 Buildings 1,845,878 1,845,878 Furniture and equipment 514,591 497,661 ---------- ---------- 2,395,416 2,378,486 Accumulated depreciation (1,811,066) (1,759,327) ---------- ---------- Property and equipment, net 584,350 619,159 ---------- ---------- Other Assets: 10,818 3,675 ---------- ---------- Total Assets $ 982,930 $ 1,268,224 ========== ========== LIABILITIES AND PARTNERS' EQUITY Current Liabilities: Accounts payable and accrued liabilities $ 86,361 $ 99,153 ---------- ---------- Total current liabilities 86,361 99,153 ---------- ---------- Total liabilities 86,361 99,153 ---------- ---------- Contingent Liabilities (See Note 1) Partners' Equity: General Partners 48,344 47,359 Limited Partners 848,225 1,121,712 ---------- ---------- Total partners' equity 896,569 1,169,071 ---------- ---------- Total Liabilities and Partners' Equity $ 982,930 $ 1,268,224 ========== ========== The accompanying notes are an integral part of the financial statements. - 2 - Super 8 Motels II, Ltd. (A California Limited Partnership) Statement of Operations Nine Months Ended June 30, 1997 and 1996 Three Months Nine Months Three Months Nine Months Ended Ended Ended Ended 6/30/97 6/30/97 6/30/96 6/30/96 ---------- ---------- ---------- ---------- Income: Guest room $ 267,559 $ 663,042 $ 223,383 $ 544,570 Telephone and vending 3,379 10,931 3,775 9,290 Interest 2,856 12,907 3,707 11,726 Other 3,481 4,611 881 1,203 --------- --------- --------- --------- Total Income 277,275 691,491 231,746 566,789 --------- --------- --------- --------- Expenses: Motel operating expenses (Note 2) 170,488 488,030 158,199 500,546 General and administrative 2,520 37,394 5,290 27,273 Depreciation and amortization 22,915 67,569 21,362 67,510 --------- --------- --------- --------- Total Expenses 195,923 592,993 184,851 595,329 --------- --------- --------- --------- Net Income (Loss) $ 81,352 $ 98,498 $ 46,895 $ (28,540) ========= ========= ========= ========= Net Income (Loss) Allocable to General Partners $814 $985 $469 ($285) ========= ========= ========= ========= Net Income (Loss) Allocable to Limited Partners $80,538 $97,513 $46,426 ($28,255) ========= ========= ========= ========= Net Income (Loss) per Partnership Unit $11.51 $13.93 $6.63 ($4.04) ========= ========= ========= ========= Distribution to Limited Partners per Partnership Unit $5.00 $53.00 $0.00 $0.00 ========= ========= ========= ========= The accompanying notes are an integral part of the financial statements. - 3 - Super 8 Motels II, Ltd. (A California Limited Partnership) Statement of Partners' Equity For the Nine Months Ended June 30, 1997 and 1996 6/30/97 6/30/96 ----------- ----------- General Partners: Balance, beginning of year $ 47,359 $ 46,345 Net income (loss) 985 (285) ---------- ---------- Balance, End of period 48,344 46,060 ---------- ---------- Limited Partners: Balance, beginning of year 1,121,712 1,042,296 Net income (loss) 97,513 (28,255) Distributions to Limited Partners (371,000) - ---------- ---------- Balance, End of Period 848,225 1,014,041 ---------- ---------- Total Partners' Equity $ 896,569 $ 1,060,101 ========== ========== The accompanying notes are an integral part of the financial statements. - 4 - Super 8 Motels II, Ltd. (A California Limited Partnership) Statement of Cash Flows For the Nine Months Ended June 30, 1997 and 1996 6/30/97 6/30/96 ----------- ----------- Cash Flows from Operating Activities: Received from motel revenues $ 671,817 $ 565,820 Expended for motel operations and general and administrative expenses (530,286) (515,603) Interest received 14,011 13,080 --------- ---------- Net Cash Provided (Used) by Operating Activities 155,542 63,297 --------- ---------- Cash Flows from Investing Activities: Purchases of property and equipment (33,591) (27,209) Proceeds from sale of land 500 20 --------- ---------- Net Cash Provided (Used) by Investing Activities (33,091) (27,189) --------- ---------- Cash Flows from Financing Activities: Distributions to limited partners (371,000) - --------- ---------- Net Cash Provided (Used) by Financing Activities (371,000) - --------- ---------- Net Increase (Decrease) in Cash and Temporary Investments (248,549) 36,108 Cash and Temporary Investments: Beginning of period 614,405 453,839 --------- ---------- End of period $ 365,856 $ 489,947 ========= ========== Reconciliation of Net Income (Loss) to Net Cash Provided (Used) by Operating Activities: Net Income (Loss) $ 98,498 $ (28,540) --------- ---------- Adjustments to reconcile net income to net cash used by operating activities: Depreciation and amortization 67,569 67,510 (Gain) loss on disposition of property and equipment 331 (20) (Increase) decrease in accounts receivable (5,663) 12,111 (Increase) decrease in prepaid expenses 14,742 16,216 (Increase) decrease in other assets (7,143) - Increase (decrease) in accounts payable (12,792) (3,980) --------- ----------- Total Adjustments 57,044 91,837 --------- ----------- Net Cash Provided (Used) by Operating Activities $ 155,542 $ 63,297 ========= ========== The accompanying notes are an integral part of the financial statements. - 5 - Super 8 Motels II, Ltd. (A California Limited Partnership) Notes to Financial Statements Nine Months Ended 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 September 30, 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 to the General Partners or affiliates for the period. Franchise Fees $ 13,267 Upon the sale of the Ontario Motel property in February, 1990, management felt that the payment of the property management fees and partnership management fees became remote. Therefore, no property management fees or partnership management fees have been accrued. 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 6/30/97 6/30/97 6/30/96 6/30/96 ---------- ----------- ---------- ---------- Salaries and related costs $ 52,494 $ 149,462 $ 44,783 $ 134,586 Rent 23,349 70,062 23,349 70,046 Franchise and advertising fees 13,375 33,168 11,171 27,235 Utilities 18,909 51,628 16,104 43,690 Allocated costs, mainly indirect salaries 22,157 68,759 23,816 71,595 Replacements and renovations 941 6,219 1,110 26,491 Other operating expenses 39,263 108,732 37,866 126,903 --------- --------- --------- -------- Total motel operating expenses $ 170,488 $ 488,030 $ 158,199 $ 500,546 ========= ========= ========= ========= The following additional material contingencies are required to be restated in interim reports under federal securities law: None. - 6 - SUPER 8 MOTELS II, LTD. (A California Limited Partnership) MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION JUNE 30, 1997 LIQUIDITY AND CAPITAL RESOURCES As of June 30, 1997, the Partnership's current assets of $387,762 exceeded its current liabilities of $86,361 thereby providing an operating reserve of $301,401. The Partnership experienced a negative cash flow of $248,549 for the nine month period ended June 30, 1997 due to partnership distributions totaling $371,000. The Partnership distributed $280,000 in accumulated reserves as a special distribution in February 1997. The normal quarterly distribution is expected to be around $5 per unit. The Partnership achieved an increased cash flow from operations of $92,245 during the nine month period covered by this report as compared to the previous fiscal year. The Partnership has equity in its Santa Rosa motel that could provide security for a loan against the property. The total annual cash flow for the Santa Rosa property has been positive in recent years. This positive cash flow would support a modest loan. The Partnership has no material commitments for capital expenditures. Expenditures for replacements and renovations during the first nine months of the fiscal year which will end on September 30, 1997 were $39,810 or 6.0% of room revenues. Included in these expenditures was $8,024 for a replacement washing machine, $23,560 for guest room and corridor carpet and vinyl, $2,006 for a replacement ice machine and $2,006 for replacement chairs. During the fiscal years ending September 30, 1997 and 1998, the Partnership anticipates funding both parking lot refurbishments and building painting from the cash reserves. RESULTS OF OPERATIONS The following is a comparison of operating results for the nine month periods ended June 30, 1997 and June 30, 1996. Total revenues increased $124,702 or 22.0% during the first nine months of fiscal year ending September 30, 1997 as compared to the corresponding period of the previous fiscal year. Guest room revenue increased $118,472 or 21.8% during the period covered by this report. The Partnership's motel achieved an increase in its occupancy rate to 55.4% in the current fiscal year compared to 46.0% in the previous fiscal year. This performance increase was slightly supplemented by an increase in average daily room rate from $43.20 previously to $43.82 currently. The motel achieved improved occupancy in the leisure and corporate business segments. Total expenses for the nine month period ended June 30, 1997 decreased $2,336 or 0.4% from those incurred in the corresponding period of the previous fiscal year. The increased expenditures were associated with increased occupancy. - 7 - SUPER 8 MOTELS II, LTD. (A California Limited Partnership) MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION JUNE 30, 1997 (Continued) FUTURE TRENDS The Santa Rosa lodging market has started to recover after its poor performance over the previous three years. The leisure market segment and to a lessor degree, the corporate market segment have returned to the levels previously experienced by the Partnership. The Partnership's economic performance will be dependent on the trends in the Santa Rosa and nearby markets on the Highway 101 corridor. The Partnership's expenses are subject to cost inflation. 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 to Vote of Security Holders ------------------------------------------------- None Item 5. Other Information ----------------- See Notes to Financial Statements Item 6. Exhibits and Reports on Form 8-K -------------------------------- None - 9 - SIGNATURES 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 II, 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 -