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 October 2, 1998								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: (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) 	October 2, 1998 	CONTENTS PART I. FINANCIAL INFORMATION					Page ITEM 1. FINANCIAL STATEMENTS Balance Sheets								 3 Statement of Operations Three Months ended October 2, 1998 and September 26, 1997 			 4 Statement of Operations Nine Months ended October 2, 1998 and September 26, 1997 			 5 Statement of Partners' Equity					 6 Statement of Cash Flows Nine Months ended October 2, 1998 and September 26, 1997				 	 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 	October 2, 1998 and January 2, 1998 ASSETS					1998			1997 Unaudited		 CURRENT ASSETS				 Cash $	442,300 $319,111 	Accounts Receivable, net of allowance for doubtful accounts of $7,000 in 1998 and $7,000 in 1997 	115,245	 83,685 Prepaid expenses	 44,315	 20,630 Total current assets	601,860	423,426 PROPERTY AND EQUIPMENT		 Land	769,800	769,800 Building and improvements 2,552,257 2,539,443 Furniture and equipment	512,857	496,345 3,834,914 3,805,588 Accumulated Depreciation 1,449,647 1,336,157 2,385,267 2,469,431 OTHER ASSETS	 22,054 	 24,162 $3,009,181 $2,917,019 LIABILITIES AND PARTNERS? EQUITY				 CURRENT LIABILITIES		 Current portion of mortgage payable $	 45,000 $ 45,000 Accounts payable	123,564	 84,294 Sales tax payable	 46,096	 43,315 Property taxes payable	 39,562	 50,485 Accrued compensation	 20,651	 20,711 Accrued interest payable	 1,414	 1,577 Total current liabilities	276,287	245,382 MORTGAGE PAYABLE less current portion	203,088	236,838 PARTNERS? EQUITY 2,529,806 2,434,799 $3,009,181 $2,917,019 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 October 2, 1998 and September 26, 1997 	(Unaudited) 1998	1997 AVERAGE ROOM RATE	$40.81	$38.01 OCCUPANCY PERCENTAGE	84.8%	87.7% Revenues		 Room rentals	396,783	382,107 Other	 14,536	 15,145 411,319	397,252 Expenses		 Departmental:		 Rooms	112,820	112,214 Other	 4,909	 5,087 General and administrative 65,340	 60,312 Sales	 8,797	 12,733 Franchise fees	 33,776	 32,538 Utilities	 32,888	 28,589 Maintenance & Repair	 29,015	 22,407 Management fees	 23,283	 23,063 Depreciation	 37,830	 37,856 Amortization	 702	 702 Property taxes	 13,180	 12,497 Insurance	 7,359	 6,945 Interest	 7,118	 8,319 377,017	363,262 NET INCOME (LOSS) $ 34,302 $ 33,990 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 October 2, 1998 and September 26, 1997 	(Unaudited) 1998	1997 AVERAGE ROOM RATE	$40.76	$38.39 OCCUPANCY PERCENTAGE	87.1%	89.0% Revenues		 Room rentals 1,220,496 1,175,783 Other	 40,845	 48,088 	 1,261,341 1,223,871 Expenses		 Departmental:		 Rooms	345,705	328,998 Other	 14,727	 16,638 General and administrative 218,954	187,745 Sales	 33,054	 37,117 Franchise fees	103,903	100,298 Utilities	 84,894	 84,491 Maintenance & Repair	 91,230	 74,232 Management fees	 70,944	 72,453 Depreciation	113,490	113,568 Amortization	 2,108	 2,108 Property taxes	 40,337	 37,513 Insurance	 24,832	 22,212 Interest	 22,156	 25,648 1,166,334 1,103,021 NET INCOME (LOSS) $ 95,007 $ 120,850 The 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 October 2,1998 and September 26, 1997 	(Unaudited) General	Limited		Partners Partners	Total 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 Balance - January 2, 1998	$(17,243)	$2,452,042	$2,434,799 Net Income (Loss) - Three Months Ended April 3, 1998	 321	 31,764	 32,085 Net Income (Loss) - Three Months Ended July 3, 1998	 286	 28,334	 28,620 Net Income (Loss) - Three Months Ended October 2, 1998	 343	 33,959	 34,302 Balance - October 2, 1998	$(16,293)	$2,546,099	$2,529,806 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 October 2, 1998 and September 26, 1997 (Unaudited)	 1998	1997 Cash flows from operating activities		 Net income (loss)	$ 95,007	$120,850 Adjustments to reconcile net income (loss) to net cash 	 provided by (used in) operating activities		 Depreciation and amortization	 115,598	 115,676 Change in operating assets and liabilities		 Accounts receivable	 (31,560)	 (14,843) Prepaid expenses	 (23,685)	 (8,285) Other assets	 	 (30) Accounts payable	 39,270 	 38,267 Sales tax payable	 2,781	 (1,437) Property taxes payable	 (10,923)	 (12,859) Accrued compensation	 (60)	 (5,872) Accrued interest	 (163)	 (215) Net cash provided by (used in) operating activities	 186,265 231,252 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	 (29,326) (2,728) Net cash provided by (used in) investing activities	 (29,326) (2,728) NET INCREASE (DECREASE) IN CASH	 123,189 	 194,774 Cash at beginning of year	 319,111	 37,456 Cash at end of period $	 442,300	$232,230 Interest paid during the period	$ 22,319	$ 25,863 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 1998 and 1997 are comprised of fifty-two and fifty-three 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 $103,903 and $100,298 for the nine months ended October 2, 1998 and September 26, 1997, 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 October 2, 1998 and September 26, 1997, management fees were $70,944 and $72,453, respectively. Additionally, accounting service fees paid to another affiliate of a general partner were $29,250 and $21,000 for the nine months ended October 2, 1998 and September 26, 1997, respectively. Expense reimbursements to a general partner for expenses incurred were $5,810 and $10,574 for the nine months ended October 2, 1998 and September 26, 1997, respectively. NOTE D - SIGNIFICANT CUSTOMER The Partnership's revenues for the nine months ended October 2, 1998 and September 26, 1997 include amounts from a single customer of approximately $194,747 and $257,801, 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 October 2, 1998, the outstanding principal balance was $248,088, 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 October 2, 1998 and September 26, 1997, 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 October 2, 1998, the Partnership had cash and other current assets in the amount of $601,860 compared to $368,189 at September 26, 1997. Current liabilities were $276,287 at October 2,1998, compared to $230,397 at September 26, 1997. Capital Resources The partnership spent approximately $24,719, $62,636 and $6,606 in capital improvements to the hotel's facilities in 1997, 1996 and 1995, respectively. The partnership has spent $29,326 in capital improvements for the hotel during the first nine months of 1998. The partnership expects to spend an additional $75,000 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 October 2, 1998, was 87.1% compared to 89.0% for the nine month period ended September 26, 1997. The average daily room rate for the nine month period ended October 2, 1998, was $40.76 compared to $38.76 for the nine month period ended June 27,1997. Room Revenue for the nine month period ended October 2, 1998 was $1,220,496 compared to $1,175,783 for the nine month period ended September 26, 1997. The airline employee and airline related lodging resulted in daily room rentals of approximately 50.0% of the hotel's 126 rooms for the nine month period ended October 2, 1998, compared to 52.0% for the nine month period ended September 26, 1997. 	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 October 2, 1998. Item 3.DEFAULTS UPON SENIOR SECURITIES There are no senior securities and accordingly, there are no defaults for the nine months ended October 2, 1998. 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 October 2, 1998. Item 5.OTHER INFORMATION There is no other information to report for the nine months ended October 2, 1998. 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 1 7