SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1995 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 0-16491 Growth Hotel Investors II, a California Limited Partnership (Exact name of Registrant as specified in its charter) California 94-2997382 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5665 Northside Drive N.W., Ste. 370, Atlanta, Georgia 30328 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (770) 916-9090 N/A Former name, former address and fiscal year, if changed since last report. Indicate by check mark whether 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 X No_____ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes _____ No _____ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date __________________. 1 of 15 GROWTH HOTEL INVESTORS II - FORM 10-Q - SEPTEMBER 30, 1995 a California Limited Partnership PART I - FINANCIAL INFORMATION Item 1. Financial Statements. Consolidated Balance Sheets September 30, December 31, 1995 1994 ------------ ------------ Assets Cash and cash equivalents $ 12,252,000 $ 11,776,000 Restricted cash 866,000 2,241,000 Deferred costs 2,067,000 943,000 Accounts receivable and other assets 1,428,000 843,000 Real Estate: Real estate 121,408,000 127,768,000 Accumulated depreciation (36,723,000) (43,597,000) ------------ ------------ Real estate, net 84,685,000 84,171,000 ------------ ------------ Total assets $101,298,000 $ 99,974,000 ============ ============ Liabilities and Partners' Equity Accounts payable and other liabilities $ 2,160,000 $ 2,021,000 Due to an affiliate of the joint venture partner 511,000 735,000 Notes payable 56,236,000 56,885,000 ------------ ------------ Total liabilities 58,907,000 59,641,000 ------------ ------------ Minority interest in joint ventures 4,321,000 4,608,000 ------------ ------------ Commitments and Contingencies Partners' Equity (Deficit): General partner (265,000) (313,000) Limited partners (58,982 units outstanding at September 30, 1995 and December 31, 1994) 38,335,000 36,038,000 ------------ ------------ Total partners' equity 38,070,000 35,725,000 ------------ ------------ Total liabilities and partners' equity $101,298,000 $ 99,974,000 ============ ============ See notes to consolidated financial statements. 2 of 15 GROWTH HOTEL INVESTORS II - FORM 10-Q - SEPTEMBER 30, 1995 a California Limited Partnership Consolidated Statements of Operations For the Nine Months Ended September 30, September 30, 1995 1994 ------------- ------------- Revenues: Hotel operations $ 38,408,000 $ 35,704,000 Interest income 373,000 294,000 ------------ ------------ Total revenues 38,781,000 35,998,000 ------------ ------------ Expenses: Hotel operations 23,457,000 21,945,000 Interest 4,125,000 4,143,000 Depreciation 3,690,000 3,392,000 General and administrative 682,000 1,001,000 ------------ ------------ Total expenses 31,954,000 30,481,000 ------------ ------------ Income from operations before minority interest in joint ventures' operations and extraordinary item 6,827,000 5,517,000 Minority interest in joint ventures' operations (1,832,000) (1,259,000) ------------ ------------ Income before extraordinary item 4,995,000 4,258,000 Extraordinary item: Gain on extinguishment of debt - 98,000 ------------ ------------ Net income $ 4,995,000 $ 4,356,000 ============ ============ Net income per limited partnership assignee unit: Income before extraordinary item $ 82.99 $ 70.75 Extraordinary item - 1.63 ------------ ------------ Net income $ 82.99 $ 72.38 ============ ============ Cash distributions per limited partnership assignee unit $ 44.05 $ 43.13 ============ ============ See notes to consolidated financial statements. 3 of 15 GROWTH HOTEL INVESTORS II - FORM 10-Q - SEPTEMBER 30, 1995 a California Limited Partnership Consolidated Statements of Operations For the Three Months Ended September 30, September 30, 1995 1994 ------------- ------------- Revenues: Hotel operations $ 13,916,000 $ 13,056,000 Interest income 131,000 95,000 ------------ ------------ Total revenues 14,047,000 13,151,000 ------------ ------------ Expenses: Hotel operations 8,293,000 7,643,000 Interest 1,355,000 1,379,000 Depreciation 1,383,000 1,111,000 General and administrative 214,000 423,000 ------------ ------------ Total expenses 11,245,000 10,556,000 ------------ ------------ Income from operations before minority interest in joint ventures' operations 2,802,000 2,595,000 Minority interest in joint ventures' operations (436,000) (588,000) ------------ ------------ Net income $ 2,366,000 $ 2,007,000 ============ ============ Net income per limited partnership assignee unit $ 39.31 $ 33.35 ============ ============ Cash distributions per limited partnership assignee unit $ 14.38 $ 14.38 ============ ============ See notes to consolidated financial statements. 4 of 15 GROWTH HOTEL INVESTORS II - FORM 10-Q - SEPTEMBER 30, 1995 a California Limited Partnership Consolidated Statements of Cash Flows For the Nine Months Ended September 30, September 30, 1995 1994 ------------- ------------- Operating Activities: Net income $ 4,995,000 $ 4,356,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,992,000 3,555,000 Minority interest in joint ventures' operations 1,832,000 1,259,000 Gain on extinguishment of debt - (98,000) Deferred costs paid (1,425,000) - Changes in operating assets and liabilities: Accounts receivable and other assets (585,000) (178,000) Accounts payable, other liabilities and due to an affiliate of joint venture partner (85,000) 51,000 ------------ ------------ Net cash provided by operating activities 8,724,000 8,945,000 ------------ ------------ Investing Activities: Properties and improvement additions (3,912,000) (1,647,000) Restricted cash decrease (increase) 1,375,000 (787,000) Purchase of cash investments - (2,013,000) Proceeds from maturity of cash investments - 2,376,000 Purchase of minority interest in joint venture (300,000) - ------------ ------------ Net cash (used in) investing activities (2,837,000) (2,071,000) ------------ ------------ Financing Activities: Satisfaction of note payable - (150,000) Notes payable principal payments (649,000) (487,000) Joint venture partner distributions (2,112,000) (314,000) Cash distribution to partners (2,650,000) (2,596,000) ------------ ------------ Cash (used in) financing activities (5,411,000) (3,547,000) ------------ ------------ Increase in Cash and Cash Equivalents 476,000 3,327,000 Cash and Cash Equivalents at Beginning of Period 11,776,000 7,247,000 ------------ ------------ Cash and Cash Equivalents at End of Period $ 12,252,000 $ 10,574,000 ============ ============ Supplemental Disclosure of Cash Flow Information: Interest paid in cash during the period $ 4,003,000 $ 4,027,000 ============ ============ Supplemental Disclosure of Non-Cash Investing and Financing Activities: Purchase of minority interest in joint venture - Note 4 Gain on Extinguishment of Debt in 1994 - Note 5 Fully depreciated assets of approximately $10,565,000 were written off during the nine months ended September 30, 1995. See notes to consolidated financial statements. 5 of 15 GROWTH HOTEL INVESTORS II - FORM 10-Q - SEPTEMBER 30, 1995 A California Limited Partnership NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. General The accompanying consolidated financial statements, footnotes and discussions should be read in conjunction with the consolidated financial statements, related footnotes and discussions contained in the Partnership's Annual Report for the year ended December 31, 1994. Certain accounts have been reclassified in order to conform to the current period. The financial information contained herein is unaudited. In the opinion of management, all adjustments necessary for a fair presentation of such financial information have been included. All adjustments are of a normal recurring nature, except as described in Notes 4 and 5. The results of operations for the nine and three months ended September 30, 1995 and 1994 are not necessarily indicative of the results to be expected for the full year. On August 17, 1995, the stockholders of National Property Investors, Inc. ('NPI, Inc.'), the sole shareholder of NPI Equity Investments II, Inc. ('NPI Equity'), the managing general partner of Fox Realty Investors, the general partner of the Partnership's general partner, entered into an agreement to sell to IFGP Corporation, an affiliate of Insignia Financial Group, Inc. ('Insignia'), all of the issued and outstanding stock of NPI, Inc. The sale of the stock is subject to the satisfaction of certain conditions and is scheduled to close in January 1996. 2. Transactions with Related Parties Affiliates of MGP received reimbursement of administrative expenses amounting to $117,000 and $107,000 during the nine month periods ended September 30, 1995 and 1994, respectively. These reimbursements are included in general and administrative expenses. In accordance with the Partnership Agreement, the general partner and affiliates received a Partnership management fee in the amount of 10 percent of cash from operations available for distribution (as defined in the Partnership Agreement). Fees paid pursuant to this agreement were $288,000 for each of the nine month periods ended September 30, 1995 and 1994. These fees are included in general and administrative expenses. The general partner received cash distributions of $52,000 during each of the nine month periods ended September 30, 1995 and 1994. In addition to the fees paid to the general partner and affiliates as set forth above, the Partnership has agreements with affiliates of its joint venture partners, which provide for the management and operations of the joint venture properties and services provided under each property's franchise agreement. Fees paid pursuant to these agreements are generally based on a percentage of gross revenues or room revenues from operations of the property and were $4,616,000 and $4,428,000 for the nine months ended September 30, 1995 and 1994, respectively. These expenses are included in operating expenses. During the nine months ended September 30, 1995, an affiliate of a joint venture partner was paid $37,000 relating to product improvement plans on all of the Partnership's properties. These fees are included in operating expenses. 6 of 15 GROWTH HOTEL INVESTORS II - FORM 10-Q - SEPTEMBER 30, 1995 A California Limited Partnership NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. Restricted Cash Restricted cash at September 30, 1995 represents funds provided for and maintained by certain properties pursuant to the related notes payable agreements, primarily relating to the Combined Fund, to meet future capital requirements and debt service payments. 4. Purchase of Minority Interest On May 1, 1995, the Partnership acquired the 25% minority interest in the joint venture which owned the Hampton Inn - Kansas City hotel property for $300,000. The carrying value of the property was increased by $293,000, which reflects the purchase price of $300,000, offset by the $7,000 payable to the joint venture partner on May 1, 1995. 5. Extraordinary Item - Gain on Extinguishment of Debt On May 4, 1994, the Partnership paid approximately $150,000 in full satisfaction, at a discount, of the contingent purchase money note on the Partnership's Hampton Inn - Colorado Springs property. The Partnership recorded an extraordinary gain on the extinguishment of debt of $98,000, representing $50,000 of notes payable and $48,000 of accrued interest. 6. Distributions The Partnership distributed $44 per unit ($2,598,000 in total) and $43 per unit ($2,544,000 in total) to the holders of limited partnership units during the nine month periods ended September 30, 1995 and 1994, respectively. The general partner received cash distributions of $52,000 during each of the nine month periods ended September 30, 1995 and 1994. 7. Amendment to Service Agreement The Partnership paid $1,425,000 in January 1995 to MMI amending their services agreement to provide for a reduction in the monthly asset management fee from $54,500 to $7,000, the elimination of fees payable to MMI for its assistance in refinancings and sales of properties owned by the Partnership and provides the Partnership with the ability to terminate MMI's services at will. The buyout of the service contract is being amortized over the remaining term of the service agreement of 10 years. For the nine months ended September 30, 1995, $107,000 has been amortized and is included in general and administrative expenses. 8. Subsequent Events On October 1, 1995, the Partnership satisfied the first mortgage encumbering its Hampton Inn - Dublin property in the amount of approximately $3,250,000. The note was due to mature in April 1996. In addition, the Partnership acquired the 30% minority interest in the joint venture which owned the Hampton Inn - Dublin hotel property for $75,000. 7 of 15 GROWTH HOTEL INVESTORS II - FORM 10-Q - SEPTEMBER 30, 1995 A California Limited Partnership Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. This item should be read in conjunction with the Consolidated Financial Statements and other Items contained elsewhere in this Report. Liquidity and Capital Resources All of Registrant's properties are hotels. Registrant receives hotel operating revenues and is responsible for operating expenses, administrative expenses, capital improvements and debt service payments. Registrant uses working capital reserves provided from any undistributed cash flow from operations as its primary source of liquidity. For the long term cash from operations will remain Registrant's primary source of liquidity. All of Registrant's properties generated positive cash flow during the nine months ended September 30, 1995. During the first nine months of 1995, Registrant distributed to the holders of limited partnership units $44 per unit ($2,598,000 in total) and $52,000 to the general partner. Distributions are expected to continue at the same rate. The level of liquidity based on cash and cash equivalents experienced a $476,000 increase at September 30, 1995, as compared to December 31, 1994. Registrant's $8,724,000 of cash from operating activities was significantly offset by $5,411,000 of cash used in financing activities and $2,837,000 of cash used in investing activities. Financing activities consisted of $2,650,000 of cash distributions to partners, $2,112,000 of joint venture partner distributions and $649,000 of notes payable principal payments. Investing activities consisted of $3,912,000 of improvements to real estate and $300,000 for the purchase of the minority interest in the joint venture which owned the Hampton Inn - Kansas City, which was partially offset by a $1,375,000 decrease in restricted cash. Net cash provided by operating activities decreased during the nine months ended September 30, 1995, as compared to 1994, due to the $1,425,000 paid to MMI to amend their services agreement, which was substantially offset by improved operations at the majority of Registrant's properties. The amendment to the services agreement provided for a reduction in MMI's monthly asset management fee from $54,500 to $7,000, elimination of fees payable to MMI for its assistance in the refinancing and sales of properties owned by Registrant and provides Registrant with the ability to terminate MMI's services at will. Registrant's fixed asset improvements increased significantly, primarily due to the installation of electronic locks, computer and phone system upgrades and room renovations at the Combined Fund's eighteen properties. The Combined Fund's property improvements were funded from working capital reserves and restricted cash. Based on the results of a review of property physical condition (conducted by an affiliate of Registrant's joint venture partner in the Combined Fund), Registrant anticipates spending approximately $5,000,000 to upgrade its hotels in order to remain competitive. The improvements will be funded from working capital reserves and restricted cash. All other increases (decreases) in certain assets and liabilities are the result of the timing of receipt and payment of various operating activities. Working capital reserves are invested in money market accounts, repurchase agreements secured by United States Treasury obligations and other short term investments. The Managing General Partner believes that, if market conditions remain relatively stable, cash flows from operations, when combined with working capital reserves, will be sufficient to fund essential capital improvements, regular debt service payments and cash distributions to partners during the next twelve months and the foreseeable future. On October 1, 1995, Registrant satisfied the first mortgage encumbering its Hampton Inn - Dublin property in the amount of approximately $3,250,000. The mortgage was due to mature in April 1996. In addition, Registrant acquired the 30% minority interest in the joint venture which owned the Hampton Inn - Dublin for $75,000 (See Item 1, Note 8). The first mortgage encumbering Registrant's 8 of 15 GROWTH HOTEL INVESTORS II - FORM 10-Q - SEPTEMBER 30, 1995 A California Limited Partnership Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Liquidity and Capital Resources (Continued) Hampton Inn - Kansas City property matures in January 1996, at which time a balloon payment of $2,714,000 will be due. Registrant intends to satisfy this mortgage prior to the maturity date. An additional balloon payment on the mortgage encumbering Registrant's Hampton Inn - North Dallas property is due in December 1996 in the amount of approximately $2,927,000. Registrant's consolidated joint venture, the Combined Fund, has balloon payments due in December 1996 of approximately $40,275,000 and $5,412,000 in 1997. Registrant's remaining properties have balloon payments due in 1998 and 2016. The Managing General Partner is confident that each property generates sufficient cash flow to allow all mortgages to be refinanced or satisfied in an orderly fashion. On May 1, 1995, Registrant acquired the 25% minority interest in the joint venture which owned the Hampton Inn - Kansas City for $300,000 (see Item 1, Note 4). On August 17, 1995, the stockholders of NPI, Inc., the sole shareholder of NPI Equity, agreed to sell to Insignia all of the issued and outstanding stock of NPI, Inc. The consummation of this transaction is subject to the satisfaction of certain conditions (including, third party consents and other conditions not within the control of the parties to the agreement) and is scheduled to close in January 1996. Upon closing, it is expected that Insignia will elect new officers and directors of NPI Equity. The Managing General Partner does not believe these transactions will have a significant effect on Registrant's liquidity or results of operation. Real Estate Market The income and expenses of operating the properties owned by Registrant are subject to factors outside of Registrant's control, such as over-supply of similar properties resulting from over-building, increases in unemployment, population shifts or changes in patterns or needs of users. Expenses, such as local real estate taxes and miscellaneous expenses, are subject to change and cannot always be reflected in room rate increases due to market conditions. In addition, there are risks inherent in owning and operating lodging facilities because such properties are management and labor intensive and especially susceptible to the impact of economic and other conditions outside the control of Registrant. There have been, and it is possible there may be other Federal, State and local legislation and regulations enacted relating to the protection of the environment. Registrant is unable to predict the extent, if any, to which such new legislation or regulations might occur and the degree to which such existing or new legislation or regulations might adversely affect the properties still owned by Registrant. Results of Operations Nine Months Ended September 30, 1995 vs. September 30, 1994 Operating results, before the minority interest in joint venture operations, improved by $1,310,000 for the nine months ended September 30, 1995, as compared to 1994, due to increases in revenues of $2,783,000 and expenses of $1,473,000. 9 of 15 GROWTH HOTEL INVESTORS II - FORM 10-Q - SEPTEMBER 30, 1995 A California Limited Partnership Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Nine Months Ended September 30, 1995 vs. September 30, 1994 (Continued) Revenues increased by $2,783,000 for the nine months ended September 30, 1995, as compared to 1994, due to increases of $2,704,000 in hotel operations and $79,000 in interest income. Hotel operations increased primarily due to increases in average daily room rates at all properties. Occupancy remained relatively stable, on an overall basis, throughout the portfolio. The largest increases in hotel operating revenue were at Registrant's Chapel Hill, Colorado Springs, Dublin and Greensboro properties. Interest income increased due to an increase in average working capital reserves available for investment and the effect of higher interest rates. Expenses increased by $1,473,000 for the nine months ended September 30, 1995, as compared to 1994, due to increases in hotel operations of $1,512,000 and depreciation expense of $298,000, which were partially offset by decreases in general and administrative expenses of $319,000 and interest expense of $18,000. Hotel operating expenses increased at Registrant's Combined Fund's eighteen properties, coupled with the buyout of the property manager's incentive management fee agreement in the amount of $375,000 paid on Registrant's Colorado Springs property during the second quarter of 1995. Depreciation expense increased due to significant fixed asset additions, which was partially offset by a portion of Registrant's prior year assets becoming fully depreciated. General and administrative expenses declined due to a decrease in asset management costs associated with the amendment of Registrant's services agreement in January 1995, which was partially offset by the amortization of the cost of buyout of the service agreement. Interest expense remained relatively constant. Three Months Ended September 30, 1995 vs. September 30, 1994 Operating results, before the minority interest in joint venture operations, improved by $207,000 for the three months ended September 30, 1995, as compared to 1994, due to increases in revenues of $896,000 and expenses of $689,000. Revenues increased by $896,000 for the three months ended September 30, 1995, as compared to 1994, due to increases of $860,000 in hotel operations and $36,000 in interest income. Hotel operations increased primarily due to increases in average daily room rates at all properties, except for Registrant's San Antonio - Northwest, which experienced a decline in room rates. Occupancy remained relatively stable, on an overall basis, throughout the portfolio. The largest increases in hotel operating revenue were at Registrant's Colorado Springs, Chapel Hill, Greensboro and Memphis - Poplar. Interest income increased due to an increase in average working capital reserves available for investment and the effect of higher interest rates. Expenses increased by $689,000 for the three months ended September 30, 1995, as compared to 1994, due to increases in hotel operations of $650,000 and depreciation expense of $272,000 which were partially offset by decreases in general and administrative expenses of $209,000 and interest expense of $24,000. Hotel operating expenses increased primarily at Registrant's Combined Fund's eighteen properties. Depreciation expense increased due to significant fixed asset additions, which was partially 10 of 15 GROWTH HOTEL INVESTORS II - FORM 10-Q - SEPTEMBER 30, 1995 A California Limited Partnership Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Three Months Ended September 30, 1995 vs. September 30, 1994 (Continued) offset by a portion of Registrant's prior year assets becoming fully depreciated. General and administrative expenses declined due to a decrease in asset management costs associated with the amendment of Registrant's services agreement in January 1995, which was partially offset by the amortization of the cost of the buyout of the service agreement. Interest expense remained relatively constant. Properties A description of the hotel properties in which Registrant has an ownership interest, during the period covered by this Report, together with occupancy and room rate data follows: GROWTH HOTEL INVESTORS II, a California Limited Partnership OCCUPANCY AND ROOM RATE SUMMARY Average Average Occupancy Rate (%) Daily Room Rate ($) ---------------------------- ---------------------------- Nine Months Three Months Nine Months Three Months Date Ended Ended Ended Ended of September 30, September 30, September 30, September 30, Name and Location Rooms Purchase 1995 1994 1995 1994 1995 1994 1995 1994 - ----------------- ----- -------- ---- ---- ---- ---- ---- ---- ---- ---- Growth Hotel Investors II: Hampton Inn-Kansas City 122 12/87 84 83 88 90 54.83 51.42 57.37 54.17 Kansas City, Missouri Hampton Inn-Eden Prairie 124 12/87 76 78 88 91 56.50 53.49 59.27 55.12 Eden Prairie, Minnesota Hampton Inn-Dublin 123 04/88 74 74 80 81 53.92 48.23 54.27 49.10 Dublin, Ohio Hampton Inn-North Dallas 160 07/88 79 81 78 80 62.13 56.91 61.91 56.73 Addison, Texas Hampton Inn-St. Louis 124 07/89 74 78 83 87 58.01 56.64 59.97 58.14 St. Louis, Missouri Hampton Inn-Colorado Springs 128 12/89 80 79 92 93 55.24 49.06 68.78 57.98 Colorado Springs, Colorado Growth Hotel Investors Combined Fund No. 1: Hampton Inn-Memphis-I40 East 117 12/86 82 85 87 90 53.20 49.81 54.46 51.26 Memphis, Tennessee 11 of 15 GROWTH HOTEL INVESTORS II - FORM 10-Q - SEPTEMBER 30, 1995 A California Limited Partnership Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Properties (Continued) Average Average Occupancy Rate (%) Daily Room Rate ($) ---------------------------- ---------------------------- Nine Months Three Months Nine Months Three Months Date Ended Ended Ended Ended of September 30, September 30, September 30, September 30, Name and Location Rooms Purchase 1995 1994 1995 1994 1995 1994 1995 1994 - ----------------- ----- -------- ---- ---- ---- ---- ---- ---- ---- ---- Hampton Inn-Columbia-West 121 12/86 85 85 83 86 54.05 50.78 54.50 51.57 West Columbia, South Carolina Hampton Inn-Spartanburg 112 12/86 72 72 76 78 47.27 42.70 48.80 43.04 Spartanburg, South Carolina Hampton Inn-Little Rock-North 123 12/86 82 78 86 88 48.64 45.65 49.96 45.62 North Little Rock, Arkansas Hampton Inn-Amarillo 116 12/86 78 80 89 93 51.14 48.20 55.55 52.35 Amarillo, Texas Hampton Inn-Greenville 123 12/86 81 81 83 83 52.10 47.30 52.82 47.96 Greenville, South Carolina Hampton Inn-Charleston-Airport 125 12/86 79 83 78 84 53.70 50.29 53.62 50.47 North Charleston, South Carolina Hampton Inn-Memphis-Poplar 126 12/86 86 88 90 90 64.34 59.77 64.55 61.41 Memphis, Tennessee Hampton Inn-Greensboro 121 12/86 89 89 90 92 57.54 50.76 57.45 50.67 Greensboro, North Carolina Hampton Inn-Birmingham 123 12/86 84 85 85 86 58.42 54.95 59.81 55.89 Birmingham, Alabama Hampton Inn-Atlanta-Roswell 129 03/87 84 83 84 87 58.43 54.18 60.33 54.80 Roswell, Georgia Hampton Inn-Chapel Hill 122 03/87 88 82 94 86 55.90 50.14 57.01 51.82 Chapel Hill, North Carolina Hampton Inn-Dallas- Richardson 130 03/87 78 77 77 76 50.39 46.74 50.52 46.76 Richardson, Texas Hampton Inn-Nashville-Briley Parkway 120 03/87 90 89 95 96 61.98 56.77 63.38 58.91 Nashville, Tennessee Hampton Inn-San Antonio-Northwest 123 06/87 67 76 72 78 58.85 58.53 59.97 62.04 San Antonio, Texas Hampton Inn-Madison Heights 126 12/87 73 73 81 81 53.56 51.27 54.03 51.15 Madison Heights, Michigan Hampton Inn-Mountain Brook 131 12/87 79 82 87 83 57.95 54.98 59.50 55.05 Birmingham, Alabama Hampton Inn-Northlake 130 09/88 82 78 87 85 54.39 52.48 55.53 52.56 Atlanta, Georgia 12 of 15 GROWTH HOTEL INVESTORS II - FORM 10-Q - SEPTEMBER 30, 1995 A California Limited Partnership PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 2. NPI, Inc. Stock Purchase Agreement dated as of August 17, 1995 incorporated by reference to Exhibit 2 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 24, 1995. (b) Report on Form 8-K On August 24, 1995, Registrant filed a Current Report on Form 8-K with the Securities and Exchange Commission with respect to the sale of the stock of NPI, Inc. (Item 1, Change in Control). 13 of 15 GROWTH HOTEL INVESTORS II - FORM 10-Q - SEPTEMBER 30, 1995 A California Limited Partnership SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GROWTH HOTEL INVESTORS II, A California Limited Partnership By: MONTGOMERY REALTY COMPANY - 85, its General Partner By: FOX REALTY INVESTORS, its General Partner By: NPI Equity Investments II, Inc., Managing Partner /S/ ARTHUR N. QUELER Secretary/Treasurer and Director (Principal Financial Officer) 14 of 15 GROWTH HOTEL INVESTORS II - FORM 10-Q - SEPTEMBER 30, 1995 A California Limited Partnership EXHIBIT INDEX Exhibit Page No. 2. NPI, Inc. Stock Purchase Agreement * dated August 17, 1995 * Incorporated by reference to Exhibit 2 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 24, 1995. 15 of 15