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 September 26, 1997							0-9708 SUPER 8 MOTELS TEXAS, LTD. (Exact name of registrant as specified in its charter) State of Organization 		IRS Identification TEXAS 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: (972) 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) 	September 26, 1997 	CONTENTS PART I. FINANCIAL INFORMATION					Page ITEM 1. FINANCIAL STATEMENTS Balance Sheets								 3 Statement of Operations Three Months ended September 26, 1997 and September 27, 1996 		 4 Statement of Operations Nine Months ended September 26, 1997 and September 27, 1996 		 5 Statement of Partners' Equity					 6 Statement of Cash Flows Nine Months ended September 26, 1997 and September 27, 1996						 7 Notes of Financial Statements				 8 - 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS						 11 -12 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDING					 	13 ITEM 2. CHANGES IN SECURITIES					13 ITEM 3. DEFAULTS UPON SENIOR SECURITIES			13 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS								13 ITEM 5. OTHER INFORMATION						13 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K			13 	SUPER 8 MOTELS TEXAS. LTD. 	(A Limited Partnership) 	BALANCE SHEETS 	September 26, 1997 and December 27, 1996 ASSETS					1997			1996 Unaudited		 CURRENT ASSETS				 Cash $	232,230	$37,456 	Accounts Receivable, net of allowance for doubtful accounts of $10,000 in 1997 and $10,046 in 1996 	107,171	 92,328 Prepaid expenses	 28,788	 20,503 Total current assets	368,189	150,287 PROPERTY AND EQUIPMENT		 Land	769,800	769,800 Building and improvements 2,539,443 2,539,443 Furniture and equipment	474,354	471,626 3,783,597 3,780,869 Accumulated Depreciation 1,297,540 1,183,972 2,486,057 2,596,897 OTHER ASSETS	 24,865 	 26,943 $2,879,111 $2,774,127 LIABILITIES AND PARTNERS? EQUITY				 CURRENT LIABILITIES		 Current portion of mortgage payable $	 45,000 $ 45,000 Accounts payable	 97,455	 59,188 Sales tax payable	 34,400	 35,837 Property taxes payable	 36,587	 49,446 Accrued compensation	 15,919	 21,791 Accrued interest payable	 1,036	 1,251 Total current liabilities	230,397	212,513 MORTGAGE PAYABLE, less current portion	248,088	281,838 PARTNERS? EQUITY 2,400,626 2,279,776 $2,879,111 $2,774,127 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 September 26, 1997 and September 27, 1996 	(Unaudited) 1997	1996 AVERAGE ROOM RATE	$38.01	$36.19 OCCUPANCY PERCENTAGE	 87.7%	 70.5% Revenues		 Room rentals	382,107	292,512 Other	 15,145	 15,515 397,252	308,027 Expenses		 Departmental:		 Rooms	112,214	106,443 Other	 5,087	 5,543 General and administrative 60,312	 56,170 Sales	 12,733	 11,541 Franchise fees	 32,538	 24,866Utilities	 28,589	 31,424 Maintenance & Repair	 22,407	 33,697 Management fees	 23,063	 12,080 Depreciation	 37,856	 34,070 Amortization	 702	 702 Property taxes	 12,497	 10,024 Insurance	 6,945	 8,108 Interest	 8,319	 9,341 363,262	344,009 NET INCOME (LOSS) $ 33,990 $ (35,982) The accompanying notes are an integral part of this 	statement. SUPER 8 MOTELS TEXAS, LTD. 	(A Limited Partnership) 	STATEMENTS OF OPERATIONS 	FOR THE NINE MONTH PERIODS ENDED September 26, 1997 and September 27, 1996 	(Unaudited) 1997	1996 AVERAGE ROOM RATE	$38.39	$37.22 OCCUPANCY PERCENTAGE	 89.0%	 78.9% Revenues		 Room rentals 1,175,783 1,010,236 Other	 48,088	 45,863 1,223,871 1,056,099 Expenses		 Departmental:		 Rooms	328,998	326,472 Other	 16,638	 18,109 General and administrative 187,745	183,219 Sales	 37,117	 35,732 Franchise fees	100,298	 85,986Utilities	 84,491	 86,002 Maintenance & Repair	 74,232	 97,456 Management fees	 72,453	 50,861 Depreciation	113,568	102,210 Amortization	 2,108	 2,108 Property taxes	 37,513	 29,572 Insurance	 22,212	 23,228 Interest	 25,648	 29,847 1,103,021 1,070,802 NET INCOME (LOSS) $ 120,850 $ (14,703) T he accompanying notes are an integral part of this 	statement. 	SUPER 8 MOTELS TEXAS, LTD. 	(A Limited Partnership) 	STATEMENT OF PARTNERS' EQUITY 	FOR THE NINE MONTH PERIODS ENDED September 26, 1997 and September 27, 1996 	(Unaudited) General	Limited		 Partners Partners	Total 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	 39 	 3,879 3,918 Net Income (Loss) - Three Months Ended September 27, 1996	 (360) 	 (35,622) (35,982) Balance - September 27, 1996	$(18,593)	$2,318,388	$2,299,795 Balance - December 27, 1996	$(18,793)	$2,298,569	$2,279,776 Net Income (Loss) - Three Months Ended March 28, 1997	 308	 30,534	 30,842 Net Income (Loss) - Three Months Ended June 27, 1997	 560	 55,458	 56,018 Net Income (Loss) - Three Months Ended September 26, 1997	 340	 33,650	 33,990 Balance - September 26, 1997	$(17,585)	$2,418,211	$2,400,626 The accompanying notes are an integral part of this statement. 	SUPER 8 MOTELS TEXAS, LTD. 	(A Limited Partnership) 	STATEMENT OF CASH FLOWS 	Nine Months Ended September 26, 1997 and September 27, 1996 (Unaudited)	 1997	1996 Cash flows from operating activities		 Net income (loss)	$120,850	$(14,703) Adjustments to reconcile net income (loss) to net cash 	 provided by (used in) operating activities		 Depreciation and amortization	 115,676	 104,318 Change in operating assets and liabilities		 Accounts receivable	 (14,843)	 (23,235) Prepaid expenses	 (8,285)	 (7,872) Other assets	 (30)	 8,488 Accounts payable	 38,267	 11,709 Sales tax payable	 (1,437)	 (2,222) Property taxes payable	 (12,859)	 (8,642) Accrued compensation	 (5,872)	 (2,430) Accrued interest	 (215)	 (592) Net cash provided by (used in) operating activities	 231,252	 64,819 Cash flows from financing activities		 Payments made on mortgage payable	 (33,750) 	 (33,750) Net cash provided by (used in) financing activities	 (33,750)	 (33,750) Cash flows from investing activities	 Property additions	 (2,728)	 (62,042) Net cash provided by (used in) investing activities	 (2,728)	 (62,042) NET INCREASE (DECREASE) IN CASH	 194,774 	 (30,973) Cash at beginning of year	 37,456	 48,744 Cash at end of period $	 232,230	$ 17,771 Interest paid during the period	$ 25,863	$ 30,439 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 1997 and 1996 are comprised of fifty-three and fifty-two week periods, respectively. 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 $100,298 and $85,986 for the nine months ended September 26,1997 and September 27, 1996, respectively. 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 nine months ended September 26, 1997 and September 27, 1996, management fees were $72,453 and $50,861, respectively. Additionally, accounting service fees paid to another affiliate of a general partner were $21,000 for the nine months ended September 26, 1997 and September 27, 1996, respectively. Expense reimbursements to a general partner for expenses incurred were $10,574 and $9,587 for the nine months ended September 26, 1997 and September 27, 1996, respectively. NOTE D - SIGNIFICANT CUSTOMER The Partnership's revenues for the nine months ended September 26, 1997 and September 27, 1996 include amounts from a single customer of approximately $257,801 and $95,078, 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 September 26, 1997, the outstanding principal balance was $293,088, 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 September 26, 1997 and September 27, 1996, 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 September 26, 1997, the Partnership had cash and other current assets in the amount of $368,189 compared to $129,603 at September 26, 1996. Current liabilities were $230,397 at September 26,1997, compared to $204,159 at September 27, 1996. Capital Resources The partnership spent approximately $62,636, $6,606 and $451,000 in capital improvements to the hotel's facilities in 1996, 1995 and 1994, respectively. The partnership has spent $2,728 in capital improvements for the hotel during the first nine months of 1997. The partnership expects to spend an additional $40,000 in capital expenditures during the balance of this year. 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 nine month period ended September 26, 1997, was 89.0% compared to 78.9% for the nine month period ended September 27, 1996. The average daily room rate for the nine month period ended September 26, 1997, was $38.39 compared to $37.22 for the nine month period ended September 27,1996. Room Revenue for the nine month period ended September 26, 1997 was $1,175,178 compared to $1,010,236 for the nine month period ended September 27, 1996. The airline employee and airline related lodging resulted in daily room rentals of approximately 52.0% of the hotel's 126 rooms for the nine month period ended September 26, 1997, compared to 42.0% for the nine month period ended September 27, 1996. 	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 nine months ended September 26, 1997. Item 3.DEFAULTS UPON SENIOR SECURITIES There are no senior securities and accordingly, there are no defaults for the nine months ended September 26, 1997. Item 4.SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS No matter was submitted to a vote of security holders for the nine months ended September 26, 1997. Item 5.OTHER INFORMATION There is no other information to report for the nine months ended September 26, 1997. 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/SMartin J. Cohen, General Partner 1 3