1 FORM 10-Q SECURITIES 7 EXCHANGE COMMISSION WASHINGTON, DC 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Period Ended: June 30, 1997 Commission File Number: 2-76543 SUPER 8 MOTELS NORTHWEST II Washington 91-1172558 PART 1 Financial Information Item 1. Financial Statements See attached unaudited June 30, 1997 Financial Statements and the partnership's balance sheet for the year ended December 31, 1996. The Statement of Cash Flows is omitted from the attachment and is presented as follows: PERIOD ENDED JUNE 30, 1997 1996 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Revenues and other income received in cash $ 1,569,726 $ 1,822,139 Operating expenses paid in cash (1,330,711) (1,425,644) Interest paid (119,454) (122,803) ----------- ----------- Net cash provided by operating activities 119,561 273,692 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment, net (934) (23,325) ----------- ----------- Net cash used in investing activities (934) (23,325) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Principal payments on debt (75,627) (69,906) Distributions to partners (238,353) (434,713) ----------- ----------- Net cash used in financing activities (313,980) (504,619) ----------- ----------- NET DECREASE IN CASH AND CASH EQUIVALENTS (195,353) (254,252) CASH AND CASH EQUIVALENTS, beginning of period 551,202 733,916 =========== =========== CASH AND CASH EQUIVALENTS, end of period $ 355,849 $ 479,664 =========== =========== 2 PERIOD ENDED JUNE 30, 1997 1996 ----------- ----------- RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES Net income $ 292,991 $ 572,751 ----------- ----------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 87,683 87,633 Lease expense - deferred 1,888 8,219 Change in assets and liabilities Accounts receivable 3,806 (8,598) Prepaid expenses 6,252 (11,467) Accounts payable (5,683) 46,240 Accrued expenses (42,376) (3,465) Accrued management fees (225,000) (417,621) ----------- ----------- (173,430) (299,059) =========== =========== NET CASH PROVIDED BY OPERATING ACTIVITIES $ 119,561 $ 273,692 =========== =========== Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. See attached Second Quarter (6/30/97) Update from the Issuer delivered to its limited partners. PART 2 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 a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K. None. 3 SIGNATURES 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. SUPER 8 MOTELS NORTHWEST II a Washington limited partnership By: --------------------------------------- Gerald L. Whitcomb, General Partner Dated: August 8, 1997 4 SUPER 8 MOTELS NORTHWEST II BALANCE SHEET JUNE 30, 1997 AND 1996 (Unaudited) ASSETS 1997 1996 ---------- ---------- CURRENT ASSETS Cash $ 355,849 $ 479,664 Accounts Receivable 16,800 87,045 Inventory 58,319 57,853 Prepaid expenses 5,361 26,467 ----------- ----------- TOTAL CURRENT ASSETS 436,329 651,029 PROPERTY AND EQUIPMENT Land 714,301 714,301 Buildings 4,097,106 4,097,106 Equipment, furniture, and fixtures 1,242,261 1,241,461 ----------- ----------- Subtotal 6,053,668 6,052,868 Less accumulated depreciation (2,823,927) (2,644,280) ----------- ----------- TOTAL PROPERTY AND EQUIPMENT, NET 3,229,741 3,408,588 OTHER ASSETS Franchise fees 45,000 45,000 Organization costs 6,000 6,000 Deposits and bank fees 26,375 26,375 ----------- ----------- Subtotal 77,375 77,375 Less accumulated amortization (48,632) (42,695) Subtotal 28,743 33,680 TOTAL OTHER ASSETS 28,743 33,680 ----------- ----------- TOTAL ASSETS $ 3,694,813 $ 4,093,297 =========== =========== LIABILITIES AND PARTNER'S CAPITAL EQUITY 1997 1996 ---------- ---------- CURRENT LIABILITIES Accounts payable - trade $ 79,884 $ 74,484 Accounts payable - Affiliates 45,117 58,548 Accrued expenses 84,102 112,411 Current portion of long-term debt 180,393 148,194 ----------- ----------- TOTAL CURRENT LIABILITIES 389,496 393,637 NONCURRENT LIABILITIES Accrued rent under lease agreement 138,909 129,256 Long-term debt, net of current portion shown above 2,244,782 2,423,720 Accrued property management fees 474,048 949,539 ----------- ----------- TOTAL NONCURRENT LIABILITIES 2,857,739 3,502,515 PARTNER'S CAPITAL EQUITY General partners 71,828 34,263 Limited partners 375,750 162,882 ----------- ----------- TOTAL PARTNER'S CAPITAL EQUITY 447,578 197,415 ----------- ----------- TOTAL LIABILITIES AND PARTNER'S CAPITAL EQUITY $ 3,694,813 $ 4,093,297 =========== =========== 5 SUPER 8 MOTELS NORTHWEST II STATEMENT OF INCOME FOR THE SIX MONTHS ENDING JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- SALES Rooms $1,510,640 $1,772,066 Other 51,071 56,234 ---------- ---------- TOTAL SALES 1,561,711 1,828,300 DIRECT OPERATING EXPENSES Payroll and related expenses 327,442 326,615 Supplies and maintenance 109,935 79,382 Utilities 94,958 96,667 Other 14,623 17,713 ---------- ---------- TOTAL DIRECT OPERATING EXPENSES 546,958 520,377 INDIRECT OPERATING EXPENSES Advertising and promotion 42,231 36,627 Bank and credit card charges 21,059 20,901 Insurance 19,117 18,850 Property and business taxes 71,486 78,214 Other 6,494 6,205 ---------- ---------- TOTAL INDIRECT OPERATING EXPENSES 160,387 160,797 ADMINISTRATIVE AND GENERAL EXPENSES Administrative service fees 107,530 102,820 Franchise fees 60,426 70,530 Management fees 78,086 91,176 Professional services 16,343 14,998 Other 15,720 8,548 ----------- ----------- TOTAL ADMINISTRATIVE AND GENERAL EXPENSES 278,105 288,072 FIXED CHARGES Amortization 2,419 2,319 Depreciation 85,264 85,314 Interest 119,160 122,803 Lease payments 72,871 70,086 Deferred land lease 7,765 8,218 ---------- ---------- TOTAL FIXED CHARGES 287,479 288,740 ---------- ---------- INCOME FROM OPERATIONS 288,782 570,314 OTHER INCOME Gain (Loss) on sale of equipment 0 0 Interest income 4,209 2,437 ---------- ---------- TOTAL OTHER INCOME 4,209 2,437 ---------- ---------- NET INCOME (LOSS) $ 292,991 $ 572,751 ========== ========== 6 SUPER 8 MOTELS NORTHWEST II UPDATE VOL. 17 NO. 2/JUNE 30, 1997 SECOND QUARTER 1997 NATIONAL NEWS SUPER 8 ROOMS NEARING 100,000 MARK Super 8 Motels President, Robert Weller, reminds us in the May issue of the Super 8 newsletter StrEIGHTTalk that the chain continues to expand its services nationwide in 1997. Currently, a new Super 8 Motel opens every 2.5 days, a new franchise is sold every working day, and a guest joins the VIP Club every minute! Another benchmark will be reached this summer when the 101 motels now under construction open their doors, bringing the number of guest rooms to over 100,000. This exposure of product, in combination with the VIP Club membership rapidly approaching the five million mark, will assure Super8's position as the finest franchise lodging chain in the industry. Investors should note, further, that Super 8 continues to keep pace with design and service developments within the industry--maintaining an edge in the marketplace. Consider the following nationwide statistics: - 95% of all Super 8 Motels now offer non-smoking rooms - 90% of all Super 8 Motels offer fax machine services - 66% of nationwide Super 8s offer a continental breakfast --and-- - Over one-third offer meeting rooms, swimming pools, and suites. Of course, all motels comply with current standards to accommodate the physically disabled guest, and the hearing and/or visually impaired guest. All motels are in the process of converting to the newer security-conscious electronic lock systems, and many newly constructed and renovated properties are offering computer data ports in the guest rooms. PENINSULA MANAGEMENT PROPERTIES SWEEP TOP VIP HONORS During the 1996 National VIP Challenge, over 606,000 guests joined and began receiving the benefits of VIP membership. The 1996 National Awards were presented at the 1997 Regional Meetings by Super 8's Vice President of Marketing, Tom McNulty. Peninsula Management Northwest properties competed in four of the six size categories, and proudly took top honors in three of those four categories: - SeaTac Airport Super 8 Motel--First Prize 89-290 Room Category-over 6,000 VIPs - Portland Airport Super 8 Motel--First Prize 66-88 Room Category-over 6,200 VIPs - Klamath Falls Super 8 Motel--First Prize 57-61 Room Category-over 2,800 VI Ps The staffs at the SeaTac and Portland Airport properties continue this leadership role in 1997. 1 7 Also at the national level, Peninsula Management Northwest was honored with the newly created "Curb Appeal Award" on behalf of the Grants Pass, Oregon, Super 8, for its outstanding exterior appearance. REGIONAL NEWS RESER-V-8 NOW INSTALLED in WASHINGTON, OREGON, AND ALASKA One of the immediate results of PMNW's President H. Samuel Polack's newly formed five-member President's Advisory Council, was the development of the innovative "Reserv-8 Now" system. This intracompany reservation concept was referred by Polack's P.A.C. to the Marketing and Training Departments for co-design and implementation. After being carefully tested at the Managers Training School location in Lacey, Washington, the program was adjusted, then installed at all Northwest locations by the 4th of July holiday weekend. "Reser-v-8 Now" enables a guest to make a confirmed reservation at their next Super 8 destination, at the moment of check-in, or, from the comfort of their room. An incentive program rewarding the motel staff for assisting guests with the reservations is paired to the promotion. At this writing, with only preliminary reports available, it does appear that both guests and staff alike are warming to the new service--one that likely will continue, in some format, into the winter months. PARTNER PROGRAM "FIRST CONCERN" LAUNCHED in JUNE Handsome lapel jewelry--reminding guests in the Northwest that, "You, our Super 8 customer, are our FIRST CONCERN" will be appearing on the uniforms of many stellar staff members in August and September. Jewelry will be awarded those motels attaining training, sales, and VIP benchmarks for each month of the year. REDMOND, OREGON GRAND OPENING A SUCCESS After a three-day "Pineapple Kind of People" sales blitz in the Redmond/Bend/Sisters area, and four days of rugged construction and housekeeping inspections, the 25th PMNW Super 8 Motel opened in Redmond, Oregon on June 27th as scheduled. Grand Opening festivities were attended by over 300 local area residents and business persons, which began with a Chamber of Commerce ribbon-cutting at 4:00 p.m. Tours of the facility were also offered, as were refreshments, free VIP memberships, and a grand prize drawing. The location is proving to be a solid one for PMNW. Over the opening weekend, the motel completely sold out, and bookings are strong through August and into the Fall. Further, with the Reser-v-8 Now program in place, the Redmond staff is forwarding numerous referrals to its neighboring Super 8s in Bend, Klamath Falls, Portland, and even SeaTac Airport. WOODBURN GRAND OPENING SLATED FOR NOVEMBER 21 Woodburn construction is proceeding smoothly this summer. With assistance from crews now concluded with the Redmond project, the job superintendent is confident in the commitment to open prior to Thanksgiving. 2 8 Currently, aggressive pre-marketing and pre-sales work is being done in the Woodburn area to assure a firm hold in this market for the winter of 1997-98. Again, reservation and referrals are being crafted between PMNW's 26th new motel and its I-5 corridor Super 8 partners in Wilsonville to the North, and Salem, Grants Pass, and Ashland to the South. SUPER 8 MOTELS NORTHWEST II Despite some improving trends in both the Bremerton and Yakima Super 8 Motels, total revenues of the partnership year to date continue to trail 1996 by $266,000. The vast majority of this shortfall is because the Bremerton property is no longer host to a large contingent of naval personnel. As a result of this revenue shortfall, and despite fairly good cost controls, net income stands at $292,991 through June 30, 1997, versus $572,751 through the same period in 1996. As a percent of total sales, net income rose from 11.3% in the first quarter to 18.7% year to date as of June 30, 1997. In Bremerton, because there is no longer a large Navy contract at the property, occupancy has dropped 38 occupancy points for the quarter, and 41 points year to date (see charts). Average daily rate has increased $5.27 over the second quarter of 1996 and $3.94 for the year. Yakima had an exceptionally poor April, and though May and June showed favorable trends, occupancy year to date is down from 1996 by about 5.4 percentage points. Average daily rate remains essentially even with 1996. Portland occupancy, though down from the very high 1996 levels, remained at over 85% for the quarter and 81 % year to date. Average daily rate increased by $1.38 for the quarter and $1.14 for the year to date. Enclosed you will find the unaudited financial statements through June 30, 1997, as well as occupancy and room rate charts for each property. Your second quarter 1997 distribution check is in the amount of $25.00 per partnership unit. This distribution equals a 10% annualized return on your original investment for the quarter and year to date. Thank you for your continued support of Super 8 Motels Northwest II and remember, if travel plans are in your future, CALL SUPER 8 at 1-800-800-8000 for reservations. The official Publication of THE PENINSULA GROUP, INC. 7515 Terminal St. SW, Tumwater, WA 98501 / (360) 943-8000 Owners and operators of America's finest economy lodging serving 25 convenient Northwest locations: ALASKA: Anchorage - Fairbanks - Juneau - Ketchikan OREGON: Ashland - Bend - Corvallis - Grants Pass - Klamath Falls - Portland International Airport - Redmond - *Roseburg - Salem - Wilsonville - *Woodburn WASHINGTON: Bremerton - Ellensburg - Federal Way - Ferndale - Kelso - Kennewick - Moses Lake - Olympia/Lacey - Port Angeles - Sea-Tac International Airport - Walla Walla - Yakima *Coming soon 3 9 SUPER 8 NORTHWEST II BALANCE SHEET ASSETS DECEMBER 31, ------------------------------- 1996 1995 ----------- ----------- CURRENT ASSETS Cash and cash equivalents $ 551,202 $ 733,916 Accounts receivable, trade 17,457 76,718 Accounts receivable, affiliates 3,149 2,089 Inventory 58,319 57,853 Prepaid expenses 11,613 15,000 ----------- ----------- Total current assets 641,740 885,576 ----------- ----------- PROPERTY AND EQUIPMENT, at cost Land 714,301 714,301 Buildings 4,097,107 4,097,107 Equipment, furniture and fixtures 1,241,326 1,239,937 ----------- ----------- 6,052,734 6,051,345 Less accumulated depreciation (2,738,663) (2,581,127) ----------- ----------- Total property and equipment 3,314,071 3,470,218 ----------- ----------- OTHER ASSETS Loan fees 26,375 26,375 Franchise fees 45,000 45,000 Lease option costs 6,000 6,000 ----------- ----------- 77,375 77,375 Less accumulated amortization (46,214) (41,376) ----------- ----------- Total other assets 31,161 35,999 ----------- ----------- $ 3,986,972 $ 4,391,793 =========== =========== 10 SUPER 8 NORTHWEST II BALANCE SHEET LIABILITIES AND PARTNERS' EQUITY DECEMBER 31, ------------------------------ 1996 1995 =========== =========== CURRENT LIABILITIES Accounts payable, trade $ 47,021 $ 43,098 Accounts payable, affiliates 83,663 43,694 Accrued expenses 126,478 115,876 Current portion of long-term debt 155,000 142,000 ----------- ----------- Total current liabilities 412,162 344,668 ----------- ----------- NONCURRENT LIABILITIES Long-term debt, net of current portion shown above 2,345,801 2,499,820 Accrued rent under lease agreements 137,021 121,038 ----------- ----------- 2,482,822 2,620,858 ----------- ----------- ACCRUED PROPERTY MANAGEMENT FEES 699,048 1,367,160 ----------- ----------- PARTNERS' EQUITY General partners' equity (deficiency) 63,632 (30,618) Limited partners' equity (authorized, issued and outstanding 4,052 units) 329,308 89,725 ----------- ----------- 392,940 59,107 ----------- ----------- $ 3,986,972 $ 4,391,793 =========== ===========