1 FORM 10-Q SECURITIES & EXCHANGE COMMISSION WASHINGTON, DC 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended: June 30, 1998 Commission File Number: 2-67456 SUPER 8 MOTELS NORTHWEST I Washington 91-1101310 PART 1 Financial Information Item 1. Financial Statements See attached unaudited June 30, 1998 Financial Statements and the partnership's balance sheet for the year ended December 31, 1997. The Statement of Cash Flows is omitted from the attachment and is presented as follows: PERIOD ENDED JUNE 30, 1998 1997 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Revenues and other income received in cash $ 1,426,691 $ 1,359,193 Operating expenses paid in cash (918,399) (1,002,870) Interest paid (70,308) (60,584) ----------- ----------- Net cash provided by operating activities 437,984 295,739 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (6,250) -- Sale of land -- 26,606 ----------- ----------- Net cash (used) provided by investing activities (6,250) 26,606 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Principal payments on long term debt (83,560) (25,016) Distributions to partners (476,471) (303,028) ----------- ----------- Net cash used by financing activities (560,031) (328,044) ----------- ----------- NET DECREASE IN CASH AND CASH EQUIVALENTS (128,297) (5,699) CASH AND CASH EQUIVALENTS, beginning of period 463,238 544,684 ----------- ----------- CASH AND CASH EQUIVALENTS, end of period $ 334,941 $ 538,985 =========== =========== 2 PERIOD ENDED JUNE 30, 1998 1997 --------- --------- RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES Net income $ 278,702 $ 452,655 --------- --------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 43,626 43,626 Change in assets and liabilities Accounts receivable (585) 2,888 Prepaid expenses (844) (637) Deposits 34,993 (3,898) Accounts payable 109,932 56,683 Accrued expenses (27,840) (5,578) Accrued management fees -- (250,000) --------- --------- 159,282 (156,916) --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES $ 437,984 $ 295,739 ========= ========= Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. See attached Second Quarter 6/30/98 Update from the Issuer delivered to its limited partners. As an update to the newsletter, the marketing efforts conducted by the investment banking firm have not produced offers which the General Partner believes would be acceptable to the Partnership and, accordingly, the General Partner is actively examining alternate strategies to provide potential liquidity to the 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. 3 None. 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 I a Washington limited partnership By: /s/ Gerald L. Whitcomb Date: August 6, 1998 ----------------------------------------- Gerald L. Whitcomb, General Partner 4 SUPER 8 MOTEL UPDATE VOL. 18 NO. 2/JULY 31, 1998 SUPER 8 MOTELS NORTHWEST I SECOND QUARTER 1998 NATIONAL NEWS 100,000TH ROOM OPENS IN SPRING Super 8 Motels, Inc., recently announced the grand opening in Austin, Texas, of its 100,000th guest room. The occasion was marked by Super 8 President and CEO Bob Weller, "Our 100,000th room is a special milestone that indicates our continuing strong growth. The quality of this motel is also indicative of the impressive properties we are bringing into the system." As of June, the room count had grown to 101,663. Indicative of Super 8's continued efforts to meet guest expectations, 90% of all motels are now designating a portion of their rooms as non-smoking rooms. Seventy percent of motels offer a continental breakfast, and 90% accept all major credit cards and have fax machine services available. 5,000,000TH VIP MEMBER WELCOMED AT CONVENTION The 5,000,000th VIP Club member was welcomed on stage at this year's Super 8 Convention in Orlando. Bill Dyas, a school bus driver who frequently stays at Super 8 Motels while driving athletic teams, joined the Club at the McCall, Idaho, Super 8 Motel. With 700,000 travelers joining the club in 1997, an average of one new membership every 45 seconds, Super 8's VIP Club continues to grow at an unprecedented rate. The VIP Club is the largest guest loyalty program in the economy lodging segment. Its membership had climbed to 5,243,502 by June of this year. SUPER 8 MOTELS CREATES MANAGERS ADVISORY BOARD Also announced at Convention was the formation of the industry's first formalized Managers Advisory Board. During May, eight general managers were chosen to join the Advisory Board, which will be meeting quarterly beginning in August. This Board will complement the Franchisee Advisory Board, on which The Peninsula Group's CEO Gerald Whitcomb serves, in order to receive input from those responsible for day-to-day operations. ON-LINE BOOKINGS TAKE A BOOST Super 8's website continues to be a great success! As of May, a total of 618 Super 8 properties offered on-line booking. After viewing demonstrations at the Convention, 113 properties chose to go on-line with the optional booking capability. One of the most compelling reasons to go on-line is that the average daily rate statistics for on-line reservations for 1997 show the Internet average daily rate as $50.67. When compared to the Superline average daily rate of $42.52, the Internet average daily rate is $8.15 higher. There is also an 1126% increase in "page views" (the number of times the website has been accessed) over the previous year, bringing the current number to an all-time high of 785,269. New highlights on the Super 8 website include a customer service Internet link for on-line guests, on-line registration for the VIP Club, and a franchise sales page for information and application requests. 5 SUPER 8 MOTELS NORTHWEST I Operational results for the first six months of 1998 for Super 8 Motels Northwest I show "Total Sales" increased by about $71,000 over the first half of 1998. This is an increase of 5% over 1997. On a property basis, Federal Way occupancy was less than one percentage point lower than 1997, despite the fact that throughout the quarter, extensive renovations were being completed at the property. All hallways and common areas, as well as over 40 rooms, were renovated. The average daily rate dropped by $.18 for the quarter. SeaTac continued its strong performance, with average occupancy for the quarter increasing by about two percentage points, while average daily rate remained essentially even with 1997. Because of the renovations and upgrades completed at the Federal Way property, "Supplies and Maintenance" increased significantly over 1997. These costs, coupled with an increase in the cost of "Payroll and Related Expenses" created a decrease in net income year to date, despite the fact that other operating expenses were generally well controlled. Second quarter distribution is in the amount of $37.50 per partnership unit. This represents a 15% annualized return on your original partnership investment. Enclosed are comparative occupancy and room rate charts and year-to-date through June 30 unaudited financial statements. During the second quarter of 1998, the General Partner engaged an investment banking firm for the purpose of marketing The Peninsula Group, its affiliates and subsidiaries, including the assets of Super 8 Motels Northwest I Limited Partnership. This effort is being made in order to take advantage of existing market conditions, and to provide liquidity for all investors. While to date, no definitive agreements have been reached with any prospective purchaser, efforts are continuing. Once again, it should be noted that there continue to be offers made by various liquidity funds to purchase units at what appear to be substantial discounts. While there can be no assurance as to the actual value which may be realized upon sale of the assets and/or liquidation of the partnership, each investor should take note of the efforts being made by the General Partner to create liquidity and to gain maximum value for all investors. If you find a need to dispose of your units, you are urged to call your NASD registered securities representative or the partnership office, so that you may be assisted in disposing of your units. Thank you for your continued support of Super 8 Motels Northwest I, and remember, when you are traveling - THINK SUPER 8 - and call 1-800-800-8000 for reservations. 6 SUPER 8 NORTHWEST I BALANCE SHEET JUNE 30, 1998 AND 1997 (Unaudited) ASSETS 1998 1997 ------------ ------------- CURRENT ASSETS Cash $ 334,941 $ 538,985 Accounts receivable 17,140 18,630 Inventory 43,930 42,093 Prepaid expenses 6,001 7,849 ------------ ------------- TOTAL CURRENT ASSETS 402,012 607,557 PROPERTY AND EQUIPMENT Land 2,036,057 2,026,804 Land improvements 79,671 79,671 Buildings 2,836,155 2,836,155 Equipment, furniture and fixtures 1,027,358 1,021,107 ------------ ------------- Subtotal 5,979,241 5,963,737 Less accumulated depreciation (2,146,544) (2,063,793) ------------ ------------- TOTAL PROPERTY AND EQUIPMENT, NET 3,832,697 3,899,944 OTHER ASSETS Franchise fees 30,000 30,000 Appraisal fees and loan fees 15,000 15,000 ------------ ------------- Subtotal 45,000 45,000 Less accumulated amortization (32,250) (27,750) ------------ ------------- Subtotal 12,750 17,250 Deposits 3,100 38,241 ------------ ------------- TOTAL OTHER ASSETS 15,850 55,491 TOTAL ASSETS $ 4,250,559 $ 4,562,992 ============ ============= LIABILITIES AND PARTNERS' CAPITAL EQUITY 1998 1997 ------------ ------------- CURRENT LIABILITIES Accounts payable - trade $ 121,793 $ 86,134 Accounts payable - affiliates 58,944 37,661 Accrued expenses 60,381 82,729 Current portion of long-term debt 145,077 45,584 ------------ ------------- TOTAL CURRENT LIABILITIES 386,195 252,108 NONCURRENT LIABILITIES Long-term debt, net of current portion shown above 1,105,038 1,307,191 Property management fees 355,348 ------------ ------------- TOTAL NONCURRENT LIABILITIES 1,105,038 1,662,539 PARTNERS' CAPITAL EQUITY General partner 431,794 393,934 Limited partners 2,327,532 2,254,411 ------------ ------------- TOTAL PARTNERS' CAPITAL EQUITY 2,759,326 2,648,345 ------------ ------------- $ 4,250,559 $ 4,562,992 ============ ============= 7 SUPER 8 NORTHWEST I STATEMENT OF INCOME FOR THE SIX MONTHS ENDING JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- SALES Rooms $1,358,916 $1,284,477 Other 59,350 62,621 ---------- ---------- TOTAL SALES 1,418,266 1,347,098 DIRECT OPERATING EXPENSES Payroll and related expenses 290,464 247,999 Supplies and maintenance 259,386 59,358 Utilities 72,875 74,665 Other 23,968 12,694 ---------- ---------- TOTAL DIRECT OPERATING EXPENSES 646,693 394,716 INDIRECT OPERATING EXPENSES Advertising and promotion 34,004 34,199 Bank and credit card charges 25,567 19,894 Insurance 14,302 16,864 Property and business taxes 63,438 66,583 Other 1,673 4,458 ---------- ---------- TOTAL INDIRECT OPERATING EXPENSES 138,984 141,998 ADMINISTRATIVE AND GENERAL EXPENSES Administrative service fees 73,368 89,762 Franchise fees 54,357 51,379 Property management fees 70,916 67,355 Professional services 17,210 16,806 Other 14,482 15,074 ---------- ---------- TOTAL ADMINISTRATIVE AND GENERAL EXPENSES 230,333 240,376 FIXED CHARGES Amortization 2,250 2,250 Depreciation 41,376 41,376 Interest 67,615 62,708 Lease expense 21,323 20,226 ---------- ---------- TOTAL FIXED CHARGES 132,564 126,560 ---------- ---------- INCOME FROM OPERATIONS 269,692 443,448 OTHER INCOME Interest income 3,932 6,507 Gain on sale of asset 2,328 0 Rental income 2,750 2,700 ---------- ---------- TOTAL OTHER INCOME 9,010 9,207 ---------- ---------- NET INCOME (LOSS) $ 278,702 $ 452,655 ========== ========== 8 SUPER 8 NORTHWEST I BALANCE SHEET ASSETS DECEMBER 31, --------------------------------- 1997 1996 ----------- ----------- CURRENT ASSETS Cash $ 463,238 $ 544,684 Accounts receivable, trade 10,623 21,518 Accounts receivable, affiliates 5,932 -- Inventory 43,931 42,093 Prepaid expenses 5,157 7,212 ----------- ----------- Total current assets 528,881 615,507 ----------- ----------- PROPERTY AND EQUIPMENT, at cost Land 2,036,056 2,053,409 Land improvements 79,671 79,671 Buildings 2,836,155 2,836,155 Equipment, furniture and fixtures 1,021,108 1,021,108 ----------- ----------- 5,972,990 5,990,343 Less accumulated depreciation (2,105,168) (2,022,417) ----------- ----------- Total property and equipment 3,867,822 3,967,926 ----------- ----------- OTHER ASSETS Loan fees 15,000 15,000 Franchise fees 30,000 30,000 ----------- ----------- 45,000 45,000 Less accumulated amortization (30,000) (25,500) ----------- ----------- 15,000 19,500 Deposits 38,093 34,343 ----------- ----------- Total other assets 53,093 53,843 ----------- ----------- $ 4,449,796 $ 4,637,276 =========== =========== 9 SUPER 8 MOTELS NORTHWEST I BALANCE SHEET LIABILITIES AND PARTNERS' EQUITY DECEMBER 31, --------------------------- 1997 1996 ---------- ---------- CURRENT LIABILITIES Accounts payable, trade $ 34,373 $ 37,503 Accounts payable, affiliates 36,432 29,609 Accounts payable, partners 88,221 88,307 Current portion of long-term debt 49,000 46,000 ---------- ---------- Total current liabilities 208,026 201,419 ---------- ---------- LONG-TERM DEBT, net of current portion shown above 1,284,675 1,331,791 ---------- ---------- ACCRUED PROPERTY MANAGEMENT FEES -- 605,348 ---------- ---------- COMMITMENTS (Notes 7 and 9) PARTNERS' EQUITY General partner's equity 461,460 329,065 Limited partners' equity (authorized, issued and outstanding 6,000 units) 2,495,635 2,169,653 ---------- ---------- 2,957,095 2,498,718 ---------- ---------- $4,449,796 $4,637,276 ========== ==========