FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended Commission File Number June 28, 1996 0-9708 SUPER 8 MOTELS TEXAS, LTD. (Exact name of registrant as specified in its charter) State of Organization TEXAS IRS Identification No. 74-2062237 P. O. Box 969, Rockwall, TX 75087-0969 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 771-6783 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 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 X No SUPER 8 MOTELS TEXAS, LTD. (A Limited Partnership) June 28, 1996 CONTENTS PART I. FINANCIAL INFORMATION Page ITEM 1. FINANCIAL STATEMENTS Balance Sheets 3 Statement of Operations Three Months ended June 28, 1996 and June 30, 1995 4 Statement of Operations Six Months ended June 28, 1996 and June 30, 1995 5 Statement of Partners' Equity 6 Statement of Cash Flows Six Months ended June 28, 1996 and June 30, 1995 7 Notes of Financial Statements 8 - 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS 10 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDING 10 ITEM 2. CHANGES IN SECURITIES 10 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 11 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 11 ITEM 5. OTHER INFORMATION 11 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 11 SUPER 8 MOTELS TEXAS. LTD. (A Limited Partnership) BALANCE SHEETS June 28, 1996 and December 29, 1995 ASSETS 1996 1995 Unaudited CURRENT ASSETS Cash $ 89,053 $ 48,744 Accounts Receivable, net of allowance for doubtful accounts of $3,950 in 1996 and $3,898 in 1995 61,702 59,923 Prepaid expenses 7,297 20,802 Total current assets 158,052 129,469 PROPERTY AND EQUIPMENT Land 769,800 769,800 Building and improvements 2,539,443 2,539,443 Furniture and equipment 471,032 408,990 _________ _________ 3,780,275 3,718,233 Accumulated Depreciation 1,106,442 1,038,302 2,673,833 2,679,931 OTHER ASSETS 28,379 38,272 $ 2,860,264 $ 2,847,672 LIABILITIES AND PARTNERS' EQUITY CURRENT LIABILITIES Current portion of mortgage payable $ 45,000 $ 45,000 Accounts payable 89,569 64,701 Sales tax payable 39,251 34,953 Property taxes payable 18,644 37,060 Accrued compensation 26,245 22,735 Accrued interest payable 1,440 1,887 Total current liabilities 220,149 206,336 MORTGAGE PAYABLE, less current portion 304,338 326,838 PARTNERS' EQUITY 2,335,777 2,314,498 $ 2,860,264 $ 2,847,672 The accompanying notes are an integral part of this statement. SUPER 8 MOTELS TEXAS, LTD. (A Limited Partnership) STATEMENTS OF OPERATIONS FOR THE THREE MONTH PERIODS ENDED June 28, 1996 and June 30, 1995 (Unaudited) 1996 1995 AVERAGE ROOM RATE $ 36.63 $ 34.78 OCCUPANCY PERCENTAGE 83.5% 70.8% Revenues Room rentals 350,644 282,407 Other 13,239 13,671 363,883 296,078 Expenses Departmental: Rooms 114,527 98,027 Other 5,626 5,819 General and administrative 59,254 57,425 Sales 11,279 12,080 Franchise fees 29,789 22,699 Utilities 28,484 25,183 Maintenance & Repair 30,090 20,924 Management fees 18,626 13,461 Depreciation 34,070 34,811 Amortization 703 703 Property taxes 9,774 11,537 Insurance 7,560 8,680 Interest 10,183 11,623 359,965 322,972 NET INCOME (LOSS) $ 3,918 $(26,894) The accompanying notes are an integral part of this statement. SUPER 8 MOTELS TEXAS, LTD. (A Limited Partnership) STATEMENTS OF OPERATIONS FOR THE SIX MONTH PERIODS ENDED June 28, 1996 and June 30, 1995 (Unaudited) 1996 1995 AVERAGE ROOM RATE $ 37.65 $ 34.67 OCCUPANCY PERCENTAGE 83.1% 74.7% Revenues Room rentals 717,724 593,597 Other 30,348 26,504 748,072 620,101 Expenses Departmental: Rooms 220,029 195,234 Other 12,566 12,483 General and administrative 127,049 113,822 Sales 24,191 17,982 Franchise fees 61,120 47,782 Utilities 54,578 50,354 Maintenance & Repair 63,759 49,891 Management fees 38,781 30,178 Depreciation 68,140 69,622 Amortization 1,406 1,406 Property taxes 19,548 23,074 Insurance 15,120 17,360 Interest 20,506 23,389 726,793 652,577 NET INCOME (LOSS) $ 21,279 $ (32,476) The accompanying notes are an integral part of this statement. SUPER 8 MOTELS TEXAS, LTD. (A Limited Partnership) STATEMENT OF PARTNERS' EQUITY FOR THE SIX MONTH PERIODS ENDED June 28, 1996 and June 30, 1995 (Unaudited) General Limited Partners Partners Total Balance - December 30, 1994 $ (17,844) $ 2,392,618 $ 2,374,774 Net Income (Loss) - Three Months Ended March 31, 1995 (56) (5,526) (5,582) Net Income (Loss) - Three Months Ended June 30, 1995 (269) (26,625) (26,894) Balance - June 30, 1995 $ (18,169) $ 2,360,467 $ 2,342,298 Balance - December 29, 1995 $ (18,446) $ 2,332,944 $ 2,314,498 Net Income (Loss) - Three Months Ended March 29, 1996 174 17,187 17,361 Net Income (Loss) - Three Months Ended June 28, 1996 392 3,526 3,918 Balance - June 28, 1996 $ (17,880) $ 2,353,657 $ 2,335,777 The accompanying notes are an integral part of this statement. SUPER 8 MOTELS TEXAS, LTD. (A Limited Partnership) STATEMENT OF CASH FLOWS Six Months Ended June 28, 1996 and June 30, 1995 (Unaudited) 1996 1995 Cash flows from operating activities Net income (loss) $ 21,279 $ (32,476) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities Depreciation and amortization 69,546 71,028 Change in operating assets and liabilities Accounts receivable (1,779) 15,567 Prepaid expenses 13,505 8,441 Other assets 8,487 2,298 Accounts payable 24,868 (14,067) Sales tax payable 4,298 1,135 Property taxes payable (18,416) (11,770) Accrued compensation 3,510 (3,247) Accrued interest (447) (22) Net cash provided by (used in) operating activities 124,851 36,887 Cash flows from financing activities Payments made on mortgage payable (22,500) (22,500) Net cash provided by (used in) operating activities (22,500) (22,500) Cash flows from investing activites Property additions (62,042) (6,228) Collections on note receivable 7,189 Net cash provided by (used in) investing activities (62,042) 961 NET INCREASE (DECREASE)IN CASH 40,309 15,348 Cash at beginning of year 48,744 803 Cash at end of period $ 89,053 $ 16,151 Interest paid during the period $ 20,954 $ 23,411 The accompanying notes are an integral part of this statement. SUPER 8 MOTELS TEXAS, LTD. NOTES TO FINANCIAL STATEMENTS NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows. Depreciation Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives by the straight-line method. Accelerated methods of depreciation are used for tax purposes. Federal Income Taxes Federal income taxes (benefits) are not reflected in the financial statements as the partners individually report their distributive shares of the taxable income or loss of the Partnership. Fiscal Year The Partnership's fiscal year ends on the Friday nearest December 31. Fiscal years 1996 and 1995 are comprised of fifty-two week periods. NOTE B - PARTNERSHIP AGREEMENT The Partnership was formed under the laws of the State of Texas in September 1979. The Partnership was organized to develop and operate nonspecified "budget" hotels in Texas. Allocation of cash distributions and income (losses) are 99% and 1%, respectively, to limited partners and general partners. The general partners have an option which expires in 1999 to purchase a special 20% limited partner interest for $500,000. Franchise Fees Effective June 30, 1994, the partnership received approval from Ramada Franchise Systems, Inc. to operate the facility as a Ramada Limited hotel for a term of fifteen years subject to Ramada having the right to terminate the license without cause effective on the fifth anniversary of the license. Prior to June 30, 1994, the Partnership paid to Super 8 Motels, Inc. monthly fees equal to 4% of its gross room revenue and contributed an additional 1% of its gross room revenues to an advertising fund administered by the franchisor. Effective June 30, 1994, the Partnership will pay to Ramada Franchise Systems, Inc. monthly fees equal to 3.5% of its gross room revenue for the first twelve months from the effective date of the Ramada license and 4% of its gross room revenue beginning in the thirteenth month through the balance of the license term. In addition, the partnership must contribute 4.5% of its gross room revenue to Ramada Inter-National Association for marketing, reservation systems and other assessments. Franchise fees were $61,120 and $47,782 for the six months ended June 28, 1996 and June 30, 1995, respectively. SUPER 8 MOTELS TEXAS, LTD. NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE C - RELATED PARTY TRANSACTIONS Management Fees An affiliate of one of the former General Partners managed the hotel for the Partnership until May 31, 1989. The fee for this service was 5% of gross operating revenues from Partnership operations. This management fee was payable monthly; however, three-fifths of the management fee was deferred until receipt by the Limited Partners of a cumulative 10% per annum pre-tax return on their adjusted capital contributions. During 1994 this obligation was written off because it was determined that it was unlikely to require payment in the future. On June 1, 1989, an affiliate of one of the current General Partners assumed management of the hotel. For its services, the management company receives a base management fee equal to the greater of three percent (3%) of the Gross Revenues of the hotel or $36,000 per year. In addition to the base management fee, the management company receives an incentive management fee equal to ten percent (10%) of Gross Operating Profit. For the six months ended June 28, 1996 and June 30, 1995, management fees were $38,781 and $30,178, respectively. Additionally, accounting service fees paid to another affiliate of a general partner were $14,000 and $13,000 for the six months ended June 28, 1996 and June 30, 1995, respectively. Expense reimbursements to a general partner for expenses incurred were $7,418 and $4,428 for the six months ended June 28, 1996 and June 30, 1995, respectively. NOTE D - SIGNIFICANT CUSTOMER The Partnership's revenues for the six months ended June 28, 1996 and June 30, 1995 include amounts from a single customer of approximately $59,500 and $58,000, respectively. NOTE E - MORTGAGE PAYABLE In April 1994, the partnership entered into a mortgage note agreement to borrow $450,000 from a financial institution. The proceeds of this loan were used to complete the renovation of the facility to comply with the Ramada license requirements. Under terms of the agreement, the partnership is required to make monthly principal installments of $3,750 and interest on the outstanding principal balance at 2% above the financial institution's prime lending rate. The mortgage note is collateralized by the hotel's property and equipment. As of June 28, 1996, the outstanding principal balance was $349,338, with a current portion of $45,000. All unpaid principal is due in 2004. The payee may demand payment of the outstanding balance of the note on the six year, seven year, eight year and nine year anniversary dates of the note. SUPER 8 MOTELS TEXAS, LTD. Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Opinion of Management In the opinion of management, the accompanying unaudited financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of June 28, 1996 and June 30, 1995, and the results of operation and its cash flows for the periods then ended. Liquidity The General Partners believe that the Partnership's liquidity, defined as its ability to generate adequate amounts of cash to meet its cash needs, is satisfactory. The Partnership's primary source of liquidity is its revenue from operations, the cash provided from the sale of its restaurant in 1990 and the proceeds of the mortgage note incurred to finance the renovation of the hotel. The Partnership actively negotiated with the lessee of the restaurant building to sell the building to such lessee. Such sale took place on September 14, 1990. The contract sale price was $500,000. This sale provided a cash infusion to the property of $445,000 which was used to pay off delinquent taxes of $137,605, current taxes on the restaurant through September 14, 1990 of $14,160 and a $22,000 bank loan secured by the lease. As of June 28, 1996, the Partnership had cash and other current assets in the amount of $158,052 compared to $83,447 at June 30, 1995. Current liabilities were $220,149 at June 28, 1996, compared to $170,331 at June 30, 1995. Capital Resources The partnership spent approximately $6,600, $451,000 and $5,900 in capital improvements to the hotel's facilities in 1995, 1994 and 1993, respectively. The partnership has spent $62,042 in capital improvements to the hotel during the first six months of 1996. The partnership expects to spend an additional $40,000 in capital expenditures during the balance of this year if cash flow is available to fund the expenditures. The hotel is now operating in full compliance with the Ramada Limited standards. Results of Operations The Partnership's hotel average occupancy rate for the six month period ended June 28, 1996, was 83.1% compared to 74.7% for the six month period ended June 30, 1995. The average daily room rate for the six month period ended June 28, 1996, was $37.65 compared to $34.67 for the six month period ended June 30, 1995. Room Revenue for the six month period ended June 28, 1996 was $717,724 compared to $593,597 for the six month period ended June 30, 1995. The airline employee and airline related lodging resulted in daily room rentals of approximately 44.0% of the hotel's 126 rooms for the six month period ended June 28, 1996, compared to 45.0% for the six month period ended June 30, 1995. SUPER 8 MOTELS TEXAS, LTD. PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS There are no material pending legal proceedings. Item 2. CHANGES IN SECURITIES There have been no changes in securities for the six months ended June 28, 1996. Item 3. DEFAULTS UPON SENIOR SECURITIES There are no senior securities and accordingly, there are no defaults for the six months ended June 28, 1996. Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS No matter was submitted to a vote of security holders for the six months ended June 28, 1996. Item 5. OTHER INFORMATION There is no other information to report for the six months ended June 28, 1996. Item 6. EXHIBITS AND REPORT OF FORM 8-K There are no exhibits or reports on Form 8-k to be filed with this Form 10-Q. SIGNATURE Pursuant to the requirements of the Securities 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 TEXAS, LTD. (REGISTRANT) S/S Martin J. Cohen, General Partner