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 0-10134 SUPER 8 MOTELS III, LTD ----------------------------------------------------- (Exact name of registrant as specified in its charter CALIFORNIA 94 - 2664921 ------------------------------ ------------------ (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 III, LTD. (A California Limited Partnership) FINANCIAL STATEMENTS JUNE 30, 1995 AND 1994 SUPER 8 MOTELS III, LTD. (A California Limited Partnership) INDEX Financial Statements: PAGE Balance Sheet - June 30, 1995 and December 31, 1994 2 Statement of Operations - Six Months Ended June 30, 1995 and 1994 3 Statement of Changes in Partners' Equity - Six Months Ended June 30, 1995 and 1994 4 Statement of Cash Flows - Six Months Ended June 30, 1995 and 1994 5 Notes to Financial Statements 6 Management Discussion and Analysis 7 - 9 Other Information and Signatures 10 - 11 SUPER 8 MOTELS III, LTD. (A California Limited Partnership) BALANCE SHEET JUNE 30, 1995 AND DECEMBER 31,1994 1995 1994 ---- ---- ASSETS Current Assets: ------ Cash and temporary investments $ 331,510 $ 403,176 Accounts receivable 82,613 101,960 Prepaid expenses 18,455 8,765 ---------- ---------- Total current assets 432,578 513,901 ---------- ---------- Property and Equipment: Land 1,670,129 1,670,129 Capital Improvements 26,175 26,175 Buildings 3,276,870 3,276,870 Furniture and equipment 780,616 726,984 ---------- ---------- 5,753,790 5,700,158 Accumulated depreciation and amortization (2,668,300) (2,420,603) ---------- ---------- Property and equipment, net 3,085,490 3,279,555 ---------- ---------- Total Assets $3,518,068 $3,793,456 ========== ========== LIABILITIES AND PARTNERS' EQUITY -------------------------------- Current Liabilities: Current portion of note payable $ 66,642 $ 28,700 Accounts payable and accrued liabilities 80,050 99,175 ---------- ---------- Total current liabilities 146,692 127,875 Long - Term Liabilities: Note payable 194,931 595,214 ---------- ---------- Total liabilities 341,623 723,089 ---------- ---------- Contingent Liabilities (See Note 1) Partners' Equity: General Partners 19,228 18,167 Limited Partners 3,157,217 3,052,200 ---------- ---------- Total partners' equity 3,176,445 3,070,367 ---------- ---------- Total Liabilities and Partners' Equity $3,518,068 $3,793,456 ========== ========== The accompanying notes are an integral part of the financial statements. -2- SUPER 8 MOTELS III, LTD. (A California Limited Partnership) STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994 Three Month Six Months Three Month Six Months Ended Ended Ended Ended 6/30/95 6/30/95 6/30/94 6/30/94 Income: ------- ------- ------- ------- Motel room income $ 409,347 $ 803,092 $ 433,516 $ 844,323 Telephone and vending 5,951 13,962 8,852 16,978 Interest 1,977 4,129 2,037 4,153 Other 612 1,102 286 1,065 ------- ------- ------- ------- Total Income 417,887 822,285 444,691 866,519 ------- ------- ------- ------- Expenses: Motel operating expenses (Note 2) 293,571 574,257 336,561 659,012 General and administrative 10,951 35,753 8,949 32,545 Depreciation and amortization 41,673 83,424 36,951 73,712 Interest 7,086 16,408 14,027 39,114 Property management fees 20,804 40,216 22,087 43,054 Total Expenses 374,085 750,058 418,575 847,437 ------- ------- ------- ------- Net Income (Loss) $ 43,802 $ 72,227 $ 26,116 $ 19,082 ======= ======= ======= ======= Net Income (Loss) Allocable to General Partners $438 $722 $261 $191 ======= ======= ======= ======= Net Income (Loss) Allocable to Limited Partners $43,364 $71,505 $25,855 $18,891 ======= ======= ======= ======= Net Income (Loss) per Partnership Unit $7.37 $12.16 $4.40 $3.21 ======= ======= ======= ======= 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 III, LTD. (A California Limited Partnership) STATEMENT OF PARTNERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994 1995 1994 General Partners: ---- ---- Balance at beginning of year $ 18,506 $ 18,167 Net income (loss) 722 191 ---------- ---------- Balance at end of period 19,228 18,358 Limited Partners: Balance at beginning of year 3,085,712 3,052,200 Net income (loss) 71,505 18,891 Less: Cash distributions - - ---------- ---------- Balance at end of period 3,157,217 3,071,091 ---------- ---------- Total balance at end of period $3,176,445 $3,089,449 ========== ========== The accompanying notes are an integral part of the financial statements. -4- SUPER 8 MOTELS III, LTD. (A California Limited Partnership) STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994 1995 1994 ---- ---- Cash Flows From Operating Activities: Received from motel revenues $ 822,025 $ 869,794 Expended for motel operations and general and administrative expenses (666,346) (749,086) Interest received 3,530 4,114 Interest paid (17,883) (34,462) --------- --------- Net cash provided (used) by operating activities 141,326 90,360 --------- --------- Cash Flows From Investing Activities: Purchases of property and equipment (2,906) (13,931) --------- --------- Net cash provided (used) by investing activities (2,906) (13,931) --------- --------- Cash Flows From Financing Activities: Payments on notes payable (177,017) (65,638) Distributions paid to Limited Partners - - --------- --------- Net cash provided (used) by financing activities (177,017) (65,638) --------- --------- Net increase (decrease) in cash and temporary investments (38,597) 10,791 Cash and temporary investments: Beginning of year 370,107 403,176 --------- --------- End of period $ 331,510 $ 413,967 ========= ========= Reconciliation of Net Income to Net Cash Provided by Operating Activities: Net income (loss) $ 72,227 $ 19,082 Adjustments to reconcile net income to --------- --------- net cash provided by operating activities: Depreciation and amortization 83,424 73,712 (Increase) decrease in accounts receivable 3,270 7,390 (Increase) decrease in prepaid expenses (7,733) (8,926) Increase (decrease) in accounts payable and accrued liabilities (9,862) (898) --------- --------- Total adjustments 69,099 71,278 --------- --------- Net cash provided by operating activities $ 141,326 $ 90,360 ========= ========= The accompanying notes are an integral part of the financial statements. -5- SUPER 8 MOTELS III, 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 December 31, 1994 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. Property Management Fees $ 40,216 Franchise Fees $ 15,790 Partnership management fees and subordinated incentive distributions are contingent in nature and none have been accrued or paid during the current period. Note 2: The following table summarizes the major components of motel operating costs for the periods reported: Three Month Six Months Three Month Six Month Ended Ended Ended Ended 6/30/95 6/30/95 6/30/94 6/30/94 -------- -------- -------- -------- Salaries and related costs $ 111,138 $ 226,131 $ 135,359 $ 263,517 Utilities 28,401 54,326 28,578 56,633 Allocated costs, mainly indirect salaries 44,551 86,814 40,659 80,499 Other operating expenses 109,481 206,986 131,965 258,363 -------- -------- -------- -------- Total motel operating expenses $ 293,571 $ 574,257 $ 336,561 $ 659,012 ======== ======== ======== ======== The following additional material contingencies are required to be restated in interim reports under federal securities law: None. -6- SUPER 8 MOTELS III, 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 $432,578 exceed its current liabilities of $146,692 by $285,886. This excess of current assets over current liabilities is approximately equal to the $297,050 operating reserve requirement in the Partnership Agreement. The Partnership had a negative cash flow of $38,597 during the nine month period covered by this report. During that period the Partnership has made $150,000 in mortgage principal payments in excess of those required under the mortgage as discussed in the next paragraph. The Partnership's Bakersfield Motel is encumbered by a mortgage calling for a $108,215 balloon payment on September 11, 1997. Rather than accumulate funds to make this balloon payment, the General Partners have decided to make additional principal payments on the mortgage, thus saving on interest expense. The General Partners have also decided to suspend quarterly distributions to the Limited Partners in order to accumulate the funds necessary for these extra principal payments. The Partnership has no major commitments for capital expenditures. The Partnership has a replacement and renovation target equal to 3% of guest room revenue. During the six months ended June 30, 1995, the Partnership has expended $10,669 in such expenditures ($2,906 of which was capitalized) which is equal to 1.3% of guest room revenue. The General Partners anticipate that renovation and repair expenditures will not substantially exceed 3% of guest room revenue during the current fiscal year. 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 December 31, 1996. The Partnership does not expect to make any disclosures about impairment of long-lived assets under SFAS No. 121. -7- SUPER 8 MOTELS III, LTD. (A California Limited Partnership) MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION (Continued) JUNE 30, 1995 RESULTS OF OPERATIONS The following is a comparison of the first six months of the fiscal year ending December 31, 1995 with the corresponding period of the preceding fiscal year. Occupancy Percentage 1995 1994 Current Year to Current Year to Quarter Date Quarter Date San Bernardino 58.6% 61.0% 61.5% 61.7% Bakersfield 90.9% 88.2% 94.6% 92.6% Combined 75.6% 75.3% 79.1% 78.0% Average Room Rate 1995 1994 Current Year to Current Year to Quarter Date Quarter Date San Bernardino $40.73 $40.23 $42.13 $41.03 Bakersfield $31.33 $30.86 $31.19 $31.34 Combined $34.78 $34.45 $35.22 $34.98 Total revenues decreased $44,234 (or 5.1%) for the six month period covered by this report as compared to the previous fiscal year. The decrease in total revenue was due primarily to a $41,231 or 4.9% decrease in room revenue. The San Bernardino lodging market conditions are least favorable in the country according to current industry trade magazines. The decline in both revenue and room rates at the Bakersfield motel is associated reduction in patronage by Amtrak train crews. Amtrak has reduced the crew size and number of trains, thus reducing the demand for rooms, and it has insisted that the Partnership match a competing bid, thereby reducing the room rates from $22 to $20 per room night. The Partnership's expenses decreased $97,379 or 11.5% . The Partnership achieved the expenses reductions by a vigorous cost control program in addition to the savings from reduced occupancy. -8- SUPER 8 MOTELS III, LTD. (A California Limited Partnership) MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION (Continued) JUNE 30, 1995 FUTURE TRENDS The General Partners expect that overall occupancy for the fiscal year ending December 31, 1995 will be equal to or less than that achieved in 1994. The General Partners expect income for the current fiscal year to be equal to the previous fiscal year or to reflect a slight decrease. However, due to expense reductions, discussed above, the General Partners anticipate net income equal to the previous fiscal year or slightly better than that achieved in the previous fiscal year. 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. -9- 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 --------------------- None Item 5. Other Information ----------------- None Item 6. Exhibits and Reports on Form 8-K -------------------------------- None -10- 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 III, 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 -11-