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 September 30, 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 SEPTEMBER 30, 1996 AND 1995 SUPER 8 MOTELS III, LTD. (A California Limited Partnership) INDEX Financial Statements: PAGE Balance Sheet - September 30, 1996 and December 31, 1995 2 Statement of Operations - Nine Months Ended September 30, 1996 and 1995 3 Statement of Changes in Partners' Equity - Nine Months Ended September 30, 1996 and 1995 4 Statement of Cash Flows - Nine Months Ended September 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 III, Ltd. (A California Limited Partnership) Balance Sheet September 30, 1996 and December 31, 1995 9/30/96 12/31/95 ASSETS ----------- ----------- Current Assets: Cash and temporary investments $ 292,612 $ 285,554 Accounts receivable 88,166 72,824 Prepaid expenses 18,413 11,588 ----------- ----------- Total current assets 399,191 369,966 ----------- ----------- Property and Equipment: Land 1,670,129 1,670,129 Capital improvements 26,174 26,175 Buildings 3,276,870 3,276,870 Furniture and equipment 754,010 742,531 ----------- ----------- 5,727,183 5,715,705 Accumulated depreciation (2,794,106) (2,674,215) ----------- ----------- Property and equipment, net 2,933,077 3,041,490 Total Assets $ 3,332,268 $ 3,411,456 =========== ========== LIABILITIES AND PARTNERS' EQUITY Current Liabilities: Current portion of note payable $ 59,069 $ 77,963 Accounts payable and accrued liabilities 85,907 85,032 ----------- ----------- Total current liabilities 144,976 162,995 ----------- ----------- Long - Term Liabilities: Note payable - 75,493 ----------- ----------- Total liabilities 144,976 238,488 ----------- ----------- Contingent Liabilities (See Note 1) Partners' Equity: General Partners 19,335 19,194 Limited Partners 3,167,957 3,153,774 ----------- ----------- Total partners' equity 3,187,292 3,172,968 ----------- ----------- Total Liabilities and Partners' Equity $ 3,332,268 $ 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 Nine Months Ending September 30, 1996 and 1995 Three Months Nine Months Three Months Nine Month Ended Ended Ended Ended 9/30/96 9/30/96 9/30/95 9/30/95 ----------- ----------- ----------- ----------- Income: Guest room $ 388,117 $ 1,103,883 $ 398,505 $ 1,201,597 Telephone and vending 9,797 25,226 10,098 24,061 Interest 2,020 6,677 2,900 7,030 Other 520 2,499 10,637 11,739 ----------- ----------- ----------- ----------- Total Income 400,454 1,138,285 422,140 1,244,427 ----------- ----------- ----------- ----------- Expenses: Motel operating expenses (Note 2) 298,848 894,384 312,707 886,964 General and administrative 11,649 45,576 11,420 47,173 Depreciation and amortization 39,380 119,891 39,948 123,372 Interest 1,526 7,289 6,273 22,681 Property management fees 20,188 56,821 21,108 61,325 ----------- ----------- ----------- ----------- Total Expenses 371,591 1,123,961 391,456 1,141,515 ----------- ----------- ----------- ----------- Net Income (Loss) $ 28,863 $ 14,324 $ 30,684 $ 102,912 =========== =========== =========== =========== Net Income (Loss) Allocable to General Partners $289 $143 $307 $1,029 ========= ========= ========= ========= Net Income (Loss) Allocable to Limited Partners $28,574 $14,181 $30,377 $101,883 ========= ========= ========= ========= Net Income (Loss) per Partnership Unit $4.86 $2.41 $5.16 $17.32 ========= ========= ========= ========= 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 Nine Months Ending September 30, 1996 and 1995 1996 1995 ----------- ----------- General Partners: Balance at beginning of year $ 19,194 $ 18,506 Net income (loss) 143 1,029 ----------- ----------- Balance at end of period 19,337 19,535 ----------- ----------- Limited Partners: Balance at beginning of year 3,153,774 3,085,712 Net income (loss) 14,181 101,883 Less: Cash distributions - - ----------- ----------- Balance at end of period 3,167,955 3,187,595 ----------- ----------- Total balance at end of period $ 3,187,292 $ 3,207,130 =========== =========== 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 Nine Months Ending September 30, 1996 and 1995 1996 1995 ----------- ----------- Cash Flows From Operating Activities: Received from motel revenues $ 1,117,215 $ 1,250,043 Expended for motel operations and general and administrative expenses (1,001,945) (996,827) Interest received 5,729 5,063 Interest paid (8,076) (24,290) ----------- ----------- Net cash provided (used) by operating activities 112,923 233,989 ----------- ----------- Cash Flows From Investing Activities: Purchases of property and equipment (11,478) (9,020) Proceeds from sale of equipment - 300 ----------- ----------- Net cash provided (used) by investing activities (11,478) (8,720) ----------- ----------- Cash Flows From Financing Activities: Payments on notes payable (94,387) (193,060) Distributions paid to Limited Partners - - ----------- ----------- Net cash provided (used) by financing activities (94,387) (193,060) ----------- ----------- Net increase (decrease) in cash and temporary investments 7,058 32,209 Cash and temporary investments: Beginning of year 285,554 370,107 ----------- ----------- End of period $ 292,612 $ 402,316 =========== =========== Reconciliation of Net Income to Net Cash Provided by Operating Activities: Net income (loss) $ 14,324 $ 102,912 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 119,891 123,372 Gain on disposition of property - (300) (Increase) decrease in accounts receivable (15,342) 10,679 (Increase) decrease in prepaid expenses (6,825) (5,414) Increase (decrease) in accounts payable and accrued liabilities 875 2,740 ----------- ----------- Total adjustments 98,599 131,077 ----------- ----------- Net cash provided by operating activities $ 112,923 $ 233,989 =========== =========== 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 September 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 December 31, 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 or accrued to the General Partner or affiliates for the period. Property Management Fees $ 56,821 Franchise Fees $ 22,192 Note 2: The following table summarizes the major components of motel operating expenses for the periods reported: Three Months Nine Months Three Months Nine Month Ended Ended Ended Ended 9/30/96 9/30/96 9/30/95 9/30/95 ----------- ----------- ----------- ----------- Salaries and related costs $ 111,926 $ 333,560 $ 113,228 $ 339,359 Franchise and advertising 21,928 59,323 54,460 66,533 Utilities 40,243 88,720 43,385 97,711 Allocated costs, mainly indirect salaries 41,520 134,970 45,053 131,867 Replacements and renovations 3,253 36,425 10,599 22,651 Other operating expenses 79,978 241,386 45,982 228,843 ----------- ----------- ----------- ----------- Total motel operating expenses $ 298,848 $ 894,384 $ 312,707 $ 886,964 =========== =========== =========== =========== 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 September 30, 1996 LIQUIDITY AND CAPITAL RESOURCES The Partnership's current assets of $399,191 exceed its current liabilities of $144,976 by $254,215. 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 Partner- ship's payments in 1995 and 1996 of $275,000 in extra 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 Partner- ship has a replacement and renovation target equal to 3% of guest room revenue. During the nine months ended September 30, 1996, the Partnership expended $35,091 in such expenditures which is equal to 3.2% of guest room revenue. Included in the total expenditures for renovations and replacements was $21,900 for a major parking lot refurbishment at the Bakersfield motel, $1,800 in replacement bed sets and $5,365 in tub repairs. The annual partial guest room carpet replacement will start in the fourth calendar quarter. The General Partners anticipate that renovation and repair expenditures will exceed 3% of guest room revenue during the current fiscal year due to the major parking lot refurbishment. RESULTS OF OPERATIONS The following is a comparison of the first nine months of the fiscal year ending December 31, 1996 with the corresponding period of the preceding fiscal year. Total revenues decreased $106,142 (or 8.5%) for the nine month period as compared to the previous fiscal year. This decrease in total revenue was due to a $97,714 (or 8.1%) decrease in room revenue. Motel occupancy decreased from 74.6% to 70.1%, while the average room rate declined from $34.51 to $33.63. 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 second worst performing market in the country. The Partnership's expenses decreased by $17,554 or 1.5%. The Partnership experienced an $13,774 increase in renovation and replacement expense due to the parking lot repairs. This increase was partially offset by decreased motel operating expenses due to the lower occupancy and by decreased interest expense as the mortgage note balanced is reduced. - 7 - Super 8 Motels III, Ltd. (A California Limited Partnership) Management Discussion and Analysis of Financial Condition and Results of Operation (Continued) September 30, 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 11-11-96 By /S/ David P. Grotewohl -------- ------------------------- Date David P. Grotewohl, President of Grotewohl Management Services, Inc., Managing General Partner 11-11-96 By /S/ David P. Grotewohl -------- ------------------------- Date David P. Grotewohl, Chief Financial Officer -10-