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, 1995 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, 1995 AND 1994 SUPER 8 MOTELS II, LTD. (A California Limited Partnership) INDEX Financial Statements: PAGE Balance Sheet - June 30, 1995 and September 30, 1994 2 Statement of Operations - Nine Months Ended June 30, 1995 and 1994 3 Statement of Changes in Partners' Equity - Nine Months Ended June 30, 1995 and 1994 4 Statement of Cash Flows - Nine Months Ended June 30, 1995 and 1994 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, 1995 AND SEPTEMBER 30, 1994 6/30/95 9/30/94 ---------- ---------- ASSETS ------ Current Assets: Cash and temporary investments $ 357,252 $ 338,374 Accounts receivable 10,724 15,641 Prepaid expenses 8,868 26,027 --------- --------- Total Current Assets 376,844 380,042 --------- --------- Property and Equipment: Capital Improvements 34,947 34,947 Buildings 1,845,878 1,845,878 Furniture and equipment 467,918 455,847 --------- --------- 2,348,743 2,336,672 Accumulated depreciation and amortization (1,664,973) (1,594,608) ---------- ---------- Property and Equipment, Net 683,770 742,064 ---------- ---------- Total Assets $1,060,614 $1,122,106 ========== ========== LIABILITIES AND PARTNERS' EQUITY -------------------------------- Current Liabilities: Accounts payable and accrued liabilities $ 60,193 $ 64,554 ---------- ---------- Total Liabilities 60,193 64,554 ---------- ---------- Partners' Equity: General Partners 45,463 46,034 Limited Partners 954,958 1,011,518 Total Partners' Equity 1,000,421 1,057,552 ---------- ---------- Total Liabilities and Partners' Equity $1,060,614 $1,122,106 ========== ========== 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, 1995 AND 1994 Three Month Nine Months Three Month Nine Month Ended Ended Ended Ended 6/30/95 6/30/95 6/30/94 6/30/94 Income: ---------- ---------- ---------- ---------- Guest room $ 213,769 $ 535,093 $ 210,206 $ 519,098 Telephone and vending 2,175 6,277 2,692 7,629 Interest 2,515 6,615 1,700 4,340 Other 225 798 79 639 ---------- -------- --------- --------- Total Income 218,684 548,783 214,677 531,706 ---------- -------- --------- --------- Expenses: Motel operating expenses (Note 2) 177,299 505,006 178,536 527,192 General and administrative 5,325 28,690 6,742 31,935 Depreciation and amortization 23,323 72,218 24,323 72,077 ---------- -------- --------- --------- Total Expenses 205,947 605,914 209,601 631,204 ---------- -------- --------- --------- Net Income (Loss) $ 12,737 $ (57,131) $ 5,076 $ (99,498) ========== ========= ========= ========= Net Income (Loss) Allocable to General Partners $127 $(571) $51 $(995) ========== ========= ========= ========= Net Income (Loss) Allocable to Limited Partners $12,610 ($56,560) $5,025 ($98,503) ========== ========= ========= ========= Net Income (Loss) per Partner- ship Unit $1.82 $(8.16) $0.73 $(14.21) ========== ========= ========= ========= Distribution to Limited Partners per Partnership Unit $0.00 $0.00 $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 CHANGES IN PARTNERS' EQUITY NINE MONTHS ENDED JUNE 30, 1995 AND 1994 1995 1994 ----- ----- General Partners: Balance at beginning of year $ 46,034 $ 46,350 Net income (loss) (571) (995) ---------- ---------- Balance at End of Period 45,463 45,355 ---------- ---------- Limited Partners: Balance at beginning of year 1,011,518 1,042,766 Net income (loss) (56,560) (98,503) ---------- ---------- Balance at End of Period 954,958 944,263 ---------- ---------- Total Partners' Equity $1,000,421 $ 989,618 ========== ========== The accompanying notes are an integral part of the financial statements. -4- SUPER 8 MOTELS II, LTD. (A California Limited Partnership) STATEMENTS OF CASH FLOWS NINE MONTHS ENDED JUNE 30, 1995 AND 1994 1995 1994 Cash flows from operating activities: ---------- ------- Received from motel revenues $ 547,612 $ 531,325 Expended for motel operations and general and administrative expenses (520,897) (555,904) Interest received 6,087 4,287 ---------- ---------- Net Cash Provided (Used) by Operating Activities 32,802 (20,292) ---------- ---------- Cash flows from investing activities: Purchases of property and equipment (13,924) (10,883) ---------- ---------- (13,924) (10,883) ---------- ---------- Cash flows from financing activities: Net Increase (Decrease) in Cash and Temporary Investments 18,878 (31,175) Cash and Temporary Investments: Beginning of Period 338,374 294,092 ---------- ---------- End of Period $ 357,252 $ 262,917 ========== ========== Reconciliation of Net Income (Loss) to Net Cash Provided (Used) by Operating Activities: Net Income (Loss) $ (57,131)$ (99,498) Adjustments to reconcile net income to net cash used by operating activities: Depreciation and amortization 72,218 72,077 (Increase) decrease in accounts receivable 4,917 3,907 (Increase) decrease in prepaid expense 17,160 15,197 Increase (decrease) in accounts payable and accrued liabilities (4,362) (11,975) ---------- ---------- Total Adjustments 89,933 79,206 ---------- ---------- Net Cash Provided (Used) by Operating $ 32,802 $ (20,292) ========= ========= 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 JUNE 30, 1995 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, 1994 for a complete disclosure of significant accounting policies and practices and other detail necessary for a fair presentation of the financial statement In accordance with the partnership agreement, the following information presented related to fees paid to the General Partners or affiliates for period. Franchise Fees $ 10,695 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 Month Nine Months Three Month Nine Months Ended Ended Ended Ended 6/30/95 6/30/95 6/30/94 6/30/94 ------- ------- ------- ------- Salaries and related costs $ 46,682 $ 145,198 $ 58,850 $ 161,452 Rent 23,349 70,668 21,742 65,226 Utilities 19,451 50,383 21,932 53,166 Allocated costs, mainly indirect salaries 22,276 66,800 20,330 64,424 Other operating expenses 65,541 171,957 55,682 182,924 -------- -------- -------- -------- Total motel operating expenses $ 177,299 $ 505,006 $ 178,536 $ 527,192 ======== ======== ======== ======== 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, 1995 LIQUIDITY AND CAPITAL RESOURCES The Partnership's current assets of $376,844 exceeded its current liabilities of $60,193 thereby providing an operating reserve of #316,651. The Partnership experienced a positive cash flow for the nine month period ended June 30, 1995 of $18,878 which is an improvement of approximately $50.053 from the results of the corresponding period of the previous fiscal year. While the Partnership's operating reserve is $141,935 is excess of the General Partners' reserve target of $174,716, the General Partners believe that prudence requires that quarterly distributions remain suspended. 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. This positive cash flow would support a modest loan. The Partnership has no material commitments for capital expenditures. The Partnership's guideline for replacements and renovation is to spend approximately 3% of room revenues. Applicable expenditures during the first nine months of the fiscal year which will end on September 30, 1995 were $41,110 (of which $13,924 was capitalized), or 7.7% of room revenues. Although operational considerations have accelerated the timing of these expenditures and the 7.7% figure is not reflective of anticipated year-end expenditures, annual expenditures of this type may exceed the General Partners' guideline due primarily to payment of $6,654 as the Partnership's share of two replacement vehicles used by personnel employed jointly by the Partnership and affiliated limited Partnerships, and for $4,147 spent on a new key system for the motel. NEW ACCOUNTING STANDARDS SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed OF, requires the Partnership to disclose information about potential impairment to the value of long-lived assets. The Partnership is not required to adopt and does not currently plan to adopt SFAS No. 121 until its fiscal year ending September 30, 1997. The Partnership does not expect to make any disclosures about impairment of long-lived assets under SFAS No. 121. RESULTS OF OPERATIONS The following is a comparison of operating results for the periods ended June 30, 1995 and June 30, 1994. 1995 1994 Occupancy Three months ended June 30 55.5% 56.7% Nine months ended June 30 48.6% 49.5% Average Room Rate Three months ended June 30 $42.31 $40.71 Nine months ended June 30 $40.30 $38.41 -7- SUPER 8 MOTELS II, LTD. (A California Limited Partnership) MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION (Continued) JUNE 30, 1995 Total revenues increased $17,077 during the first nine months of fiscal year ending September 30, 1995 as compared to the corresponding period of the previous fiscal year. Room revenue increased $15,995 (or 3.1%), as the decrease in occupancy rate for the nine month period was offset by a 4.9% increase in the average room rate. The motel had more guests from the leisure market segment and fewer guests in the corporate, group and discount market segments. Room rates for the leisure market segment are generally higher than for those segments that experienced a decline in occupancy. Total expenses for the nine month period ended June 30, 1995 decreased $25,290 (or 4.0%) from those incurred in the corresponding period of the previous fiscal year. The General Partners have instituted a cost cutting program which has reduced the motel operating expenses significantly. FUTURE TRENDS Commercial travel in the Santa Rosa lodging market continues its lackluster performance, while there is an improvement in the leisure market segment. The General Partners do not anticipate substantial improvement in the property's fiscal performance until the commercial travel segment rebounds. Intense competitive conditions in the Santa Rosa market might place adverse pressure on the average room rates. In the opinion of management, these financial statements reflect all 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 8-10-95 By /S/ David P. Grotewohl ------------------------- Date David P. Grotewohl, President of Grotewohl Management Services, Inc., Managing General Partner 8-10-95 By /S/ David P. Grotewohl ------------------------- Date David P. Grotewohl, Chief Financial Officer -10-