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 March 31, 1996 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 MARCH 31, 1996 AND 1995 SUPER 8 MOTELS III, LTD. (A California Limited Partnership) INDEX Financial Statements: PAGE Balance Sheet - March 31, 1996 and December 31, 1995 2 Statement of Operations - Three Months Ended March 31, 1996 and 1995 3 Statement of Changes in Partners' Equity - Three Months Ended March 31, 1996 and 1995 4 Statement of Cash Flows - Three Months Ended March 31, 1996 and 1995 5 Notes to Financial Statements 6 Management Discussion and Analysis 7 - 8 Other Information and Signatures 9 - 10 SUPER 8 MOTELS III, LTD. (A California Limited Partnership) BALANCE SHEET MARCH 31, 1996 AND DECEMBER 31, 1995 3/31/96 12/31/95 ---------- ---------- ASSETS Current Assets: Cash and temporary investments $ 286,298 $ 285,554 Accounts receivable 75,784 72,824 Prepaid expenses 1,993 11,588 ---------- ---------- Total current assets 364,075 369,966 ---------- ---------- Property and Equipment: Land 1,670,129 1670,129 Capital Improvements 26,175 26,175 Buildings 3,276,870 3276,870 Furniture and equipment 747,986 742,531 ---------- ---------- 5,721,160 5,715,705 Accumulated depreciation and amortization (2,714,465) (2,674,215) ---------- ---------- Property and equipment, net 3,006,695 3,041,490 ---------- ---------- Total Assets $ 3,370,770 $ 3,411,456 ========== ========== LIABILITIES AND PARTNERS' EQUITY Current Liabilities: Current portion of note payable $ 79,929 $ 77,963 Accounts payable and accrued liabilities 65,189 85,032 ---------- ---------- Total current liabilities 145,118 162,995 Long - Term Liabilities: Note payable 54,759 75,493 ---------- ---------- Total liabilities 199,877 238,488 ---------- ---------- Contingent Liabilities (See Note 1) Partners' Equity: General Partners 19,173 19,194 Limited Partners 3,151,720 3,153,774 ---------- ---------- Total partners' equity 3,170,893 3,172,968 ---------- ---------- Total Liabilities and Partners' Equity $ 3,370,770 $ 3,411,456 ========== ========== 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 THREE MONTHS ENDED MARCH 31, 1996 AND 1995 Three Three Months Months Ended Ended 3/31/96 3/31/95 Income: ---------- ---------- Motel room income $ 355,413 $ 393,745 Telephone and vending 7,719 8,011 Interest 2,534 2,152 Other 534 490 ---------- ---------- Total Income 366,200 404,398 ---------- ---------- Expenses: Motel operating expenses (Note 2) 286,845 280,686 General and administrative 19,464 24,802 Depreciation and amortization 40,250 41,751 Interest 3,524 9,322 Property management fees 18,192 19,412 ---------- ---------- Total Expenses 368,275 375,973 ---------- ---------- Net Income (Loss) $ (2,075) $ 28,425 ========== ========== Net Income (Loss) Allocable to General Partners $(21) $284 ======= ======= Net Income (Loss) Allocable to Limited Partners $(2,054) $28,141 ======= ======= Net Income (Loss) per Partnership Unit $(0.35) $4.74 ======= ======= Distribution to Limited Partners Per Partnership Unit $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 THREE MONTHS ENDED MARCH 31, 1996 AND 1995 1996 1995 General Partners: ------ ------ Balance at beginning of year $ 19,194 $ 18,506 Net income (loss) (21) 284 ---------- ---------- Balance at end of period 19,173 18,790 ---------- ---------- Limited Partners: Balance at beginning of year 3,153,774 3,085,712 Net income (loss) (2,054) 28,141 Less: Cash distributions - - ---------- ---------- Balance at end of period 3,151,720 3,113,853 ---------- ---------- Total balance at end of period $ 3,170,893 $ 3,132,643 ========== ========== 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 THREE MONTHS ENDED MARCH 31, 1996 AND 1995 1996 1995 ------ ------ Cash Flows From Operating Activities: Received from motel revenues $ 361,780 $ 414,745 Expended for motel operations and general and administrative expenses (334,591) (311,637) Interest received 1,460 2,143 Interest paid (3,680) (10,259) ---------- ---------- Net cash provided (used) by operating activities 24,969 94,992 ---------- ---------- Cash Flows From Investing Activities: Purchases of property and equipment (5,456) (2,906) ---------- ---------- Net cash provided (used) by investing activities (5,456) (2,906) ---------- ---------- Cash Flows From Financing Activities: Payments on notes payable (18,769) (112,191) Distributions paid to Limited Partners - - ---------- ---------- Net cash provided (used) by financing activities (18,769) (112,191) ---------- ---------- Net increase (decrease) in cash and temporary investments 744 (20,105) Cash and temporary investments: Beginning of year 285,554 370,107 ---------- ---------- End of period $ 286,298 $ 350,002 ========== ========== Reconciliation of Net Income to Net Cash Provided by Operating Activities: Net income (loss) $ (2,075) $ 28,425 ---------- ---------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 40,250 41,751 (Increase) decrease in accounts receivable (2,960) 12,490 (Increase) decrease in prepaid expenses 9,595 9,172 Increase (decrease) in accounts payable and accrued liabilities (19,841) 3,154 ---------- ---------- Total adjustments 27,044 66,567 ---------- ---------- Net cash provided by operating activities $ 24,969 $ 94,992 ========== ========== 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 MARCH 31, 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 December 31, 1995 for a complete disclosure of significant accounting policies and practices and other detail necessary for a fair presentation of the financial statemnets. 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 $ 18,192 Franchise Fees $ 7,110 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 Three Months Months Ended Ended 3/31/96 3/31/95 ---------- ---------- Salaries and related costs $ 107,689 $ 114,993 Utilities 23,852 25,925 Allocated costs, mainly indirect salarie 45,819 42,262 Renovations and Replacements 7,305 4,063 Other operating expenses 102,180 93,443 ---------- ---------- Total motel operating expenses $ 286,845 $ 280,686 ========== ========== 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 MARCH 31, 1996 LIQUIDITY AND CAPITAL RESOURCES The Partnership's current assets of $364,075 exceed its current liabilities of $145,118 by $218,957. This excess of current assets over current liabilities is less than the $297,050 operating reserve requirement in the Partnership Agreement. The decline in operating reserve is attributable to the Partnership's payments 1995 and 1996 of $225,000 in payments against principal on the Bakersfield motel note. As discussed in the Partnership's previous reports on Forms 10-Q and Forms 10-K, the General Partners had intended to accumulate a sinking fund to pay the existing Bakersfield loan balloon payment due in September 1997. The General Partners have since decided instead to make the planned sinking fund deposits directly to the mortgage in the form of additional periodic principal payments, thus saving on interest expense. The General Partners have also decided to suspend quarterly distributions to the Limited Partners in order to apply the available funds to 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 three months ended March 31, 1996, the Partnership expended $12,760 in such expenditures ($5,456 of which was capitalized) which is equal to 3.6% of guest room revenue. The General Partners anticipate that renovation and repair expenditures will not exceed 3% of guest room revenue during the current fiscal year. RESULTS OF OPERATIONS The following is a comparison of the first three months of the fiscal year ending December 31, 1996 with the corresponding period of the preceding fiscal year. Total revenues decreased $38,198 (or 9.4%) for the three month period as compared to the previous fiscal year. The decrease in total revenue was due to a $38,332 (or 9.7%) decrease in room revenue. Motel occupancy decreased from 75.0% to 67.2%, while the average room rate declined from $34.11 to $33.99. The reduction in guest room revenue occurred primarily at the Partnership's San Bernardino motel and was due to reduced patronage in the corporate and leisure market segments. According to various lodging industry publications, the San Bernardino market is the worst performing market in the country. The Partnership's expenses decreased by $7,698 or 2.0%. This reduction is due primarily to reduced interest expense. -7- SUPER 8 MOTELS III, LTD. (A California Limited Partnership) MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION (Continued) MARCH 31, 1996 FUTURE TRENDS The General Partners expect that overall occupancy for the fiscal year ending December 31, 1996 will be equal to or less than that achieved in 1995. The General Partners expect income for the current fiscal year to be less than the previous fiscal year. Expenses are subject to both cost inflation and to the deferred maintenance associated with the effects of high occupancy in previous years. The net effect should be net income less than 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. -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 --------------------- None Item 5. Other Information ----------------- None Item 6. Exhibits and Reports on Form 8-K -------------------------------- None -9- 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 5-2-96 By /S/ David P. Grotewohl ------ ------------------------- Date David P. Grotewohl, President of Grotewohl Management Services, Inc., Managing General Partner 5-2-96 By /S/ David P. Grotewohl ------ ------------------------- Date David P. Grotewohl, Chief Financial Officer -10-