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, 1996 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, 1996 AND 1995 SUPER 8 MOTELS II, LTD. (A California Limited Partnership) INDEX Financial Statements: PAGE Balance Sheet - June 30, 1996 and September 30, 1995 2 Statement of Operations - Nine Months Ended June 30, 1996 and 1995 3 Statement of Changes in Partners' Equity - Nine Months Ended June 30, 1996 and 1995 4 Statement of Cash Flows - Nine Months Ended June 30, 1996 and 1995 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, 1996 AND SEPTEMBER 30, 1995 6/30/96 9/30/95 ---------- ---------- ASSETS Current Assets: Cash and temporary investments $ 489,947 $ 453,839 Accounts receivable 5,674 17,785 Prepaid expenses 11,087 27,303 --------- --------- Total Current Assets 506,708 498,927 --------- --------- Property and Equipment: Capital Improvements 34,947 34,947 Buildings 1,845,878 1,845,878 Furniture and equipment 487,886 466,449 --------- --------- 2,368,711 2,347,274 Accumulated depreciation and amortization (1,735,022) (1,673,284) --------- --------- Property and Equipment, Net 633,689 673,990 --------- --------- Total Assets $1,140,397 $1,172,917 ========= ========= LIABILITIES AND PARTNERS' EQUITY Current Liabilities: Accounts payable and accrued liabilities $ 80,296 $ 84,276 --------- --------- Total Liabilities 80,296 84,276 --------- --------- Partners' Equity: General Partners 46,060 46,345 Limited Partners 1,014,041 1,042,296 --------- --------- Total Partners' Equity 1,060,101 1,088,641 --------- --------- Total Liabilities and Partners' Equity $1,140,397 $1,172,917 ========= ========= 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, 1996 AND 1995 Three Nine Three Nine Months Months Months Months Ended Ended Ended Ended 6/30/96 6/30/96 6/30/95 6/30/95 Income: --------- --------- --------- --------- Guest room $ 223,383 $ 544,570 $ 213,769 $ 535,093 Telephone and vending 3,775 9,290 2,175 6,277 Interest 3,707 11,726 2,515 6,615 Other 881 1,203 225 798 --------- --------- --------- --------- Total Income 231,746 566,789 218,684 548,783 --------- --------- --------- --------- Expenses: Motel operating expenses (Note 2) 158,199 500,546 177,299 505,006 General and administrative expense 5,290 27,273 5,325 28,690 Depreciation and amortization 21,362 67,510 23,323 72,218 --------- ---------- --------- --------- Total Expenses 184,851 595,329 205,947 605,914 --------- ---------- --------- --------- Net Income (Loss) $ 46,895 $ (28,540) $ 12,737 $ (57,131) ========= ========= ========= ========= Net Income (Loss) Allocable to General Partners $469 ($285) $127 ($571) ======= ======= ======= ======= Net Income (Loss) Allocable to Limited Partners $46,426 (28,255) $12,610 ($56,560) ======= ======= ======= ======= Net Income (Loss) per Partnership $6.63 ($4.04) $1.80 ($8.08) ======= ======= ======= ======= 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, 1996 AND 1995 1996 1995 --------- --------- General Partners: Balance at beginning of year $ 46,345 $ 46,034 Net income (loss) (285) (571) --------- --------- Balance at End of Period 46,060 45,463 --------- --------- Limited Partners: Balance at beginning of year 1,042,296 1,011,518 Net income (loss) (28,255) (56,560) --------- --------- Balance at End of Period 1,014,041 954,958 --------- --------- Total Partners' Equity $1,060,101 $1,000,421 ========= ========= 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, 1996 AND 1995 1996 1995 Cash flows from operating activities: --------- --------- Received from motel revenues $ 565,820 $ 547,612 Expended for motel operations and general and administrative expenses (515,603) (520,897) Interest received 13,080 6,087 --------- --------- Net Cash Provided (Used) by Operating Activities 63,297 32,802 --------- --------- Cash flows from investing activities: Purchases of property and equipment (27,209) (13,924) Proceeds from sale of property and equipment 20 - --------- --------- Net Cash Provided (Used) by Investing Activities (27,189) (13,924) --------- --------- Cash flows from financing activities: Payments on capital lease obligations - - --------- --------- Net Cash Provided (Used) by Financing Activities - - --------- --------- Net Increase (Decrease) in Cash and Temporary Investments 36,108 18,878 Cash and Temporary Investments: Beginning of Period 453,839 338,374 --------- --------- End of Period $ 489,947 $ 357,252 ========= ========= Reconciliation of Net Income (Loss) to Net Cash Provided (Used) by Operating Activities: Net Income (Loss) $ (28,540) $ (57,131) --------- --------- Adjustments to reconcile net income to net cash used by operating activities: Depreciation and amortization 67,510 72,218 Loss (gain) on disposition of property and equipment (20) (Increase) decrease in accounts receivable 12,111 4,917 (Increase) decrease in prepaid expense 16,216 17,160 Increase (decrease) in accounts payable and accrued liabilities (3,980) (4,362) --------- --------- Total Adjustments 91,837 89,933 --------- --------- Net Cash Provided (Used) by Operating Activies $ 63,297 $ 32,802 ========= ========= 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, 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, 1995 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 $ 10,894 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 Nine Three Nine Months Months Months Months Ended Ended Ended Ended 6/30/96 6/30/96 6/30/95 6/30/95 --------- --------- --------- --------- Salaries and related costs $ 44,783 $ 134,586 $ 46,682 $ 145,198 Rent 23,349 70,046 23,349 70,668 Utilities 16,104 43,690 19,451 50,383 Allocated costs, mainly indirect salaries 23,816 71,595 22,276 66,800 Replacements and renovations 1,110 26,491 12,205 27,186 Other operating expenses 49,037 154,138 53,336 144,771 --------- --------- --------- --------- Total motel operating expenses $ 158,199 $ 500,546 $ 177,299 $ 505,006 ========= ========= ========= ========= The following additional material 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, 1996 LIQUIDITY AND CAPITAL RESOURCES As of June 30, 1996, the Partnership's current assets of $506,708 exceeded its current liabilities of $80,296 thereby providing an operating reserve of $426,412. The Partnership experienced a positive cash flow of $36,108 for the nine month period ended June 30, 1996, which is an improvement in the $18,878 increase in cash flow during the corresponding period of the previous fiscal year. The Partnership's operating reserve of $426,412 exceeds the General Partners' reserve target of $174,716, by $251,696. The General Partners anticipate the resumption of modest distributions on or about August 15, 1996, the next regular distribution date. The distribution planned will be about $3.00 per unit per calendar quarter. 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, 1996 were $53,698 or 7.9% of room revenues. Capitalized expenditures totaled $27,207 consisted of $10,766 for computer systems, of $6,088 for guest room carpet, of $8,149 for a new washing machine and of $2,204 for eight televisions. Included in the $26,491 of uncapitalized expenditures is $6,817 for new backflow devices required by the city, $2,969 for bed sets, $2,730 for portico repairs, $3,050 for guest room chairs and $2,531 for replacement drapes. 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 nine month periods ended June 30, 1996 and June 30, 1995. Total revenues increased $18,006 or 3.3%. Guest room revenue increased $9,477 or 1.8% due to an increase in the average room rate from $40.30 to $43.20 while the occupancy rate dropped from 48.6% to 46%. -7- SUPER 8 MOTELS II, LTD. (A California Limited Partnership) MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION JUNE 30, 1996 (Continued) 	 Total expenses for the nine month period ended June 30, 1996 decreased $10,585 (or 1.7%) from those incurred in the corresponding period of the previous fiscal year. The decrease in expenditures is associated with the decrease in room occupancy. FUTURE TRENDS Commercial travel in the Santa Rosa lodging market continues its lackluster performance. The General Partners do not anticipate substantial improvement in the property's fiscal performance until the commercial travel segment rebounds. The continued intense competitive conditions in the Santa Rosa market will continue to place adverse pressure on guest room occupancies. 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 8-2-96 By /S/ David P. Grotewohl ------ ------------------------- Date David P. Grotewohl, President of Grotewohl Management Services, Inc., Managing General Partner 8-2-96 By /S/ David P. Grotewohl ------ ------------------------- Date David P. Grotewohl, Chief Financial Officer -10-