SUPER 8 MOTELS III LTD
10-Q, 1996-08-09
HOTELS & MOTELS
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                      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 June 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
    ----   ------











<PAGE>

























                             SUPER 8 MOTELS III, LTD.

                        (A California Limited Partnership)

                               FINANCIAL STATEMENTS

                              JUNE 30, 1996 AND 1995



























<PAGE>


                             SUPER 8 MOTELS III, LTD.

                      (A California Limited Partnership)

                                    INDEX

Financial Statements:                                                PAGE

   Balance Sheet - JUNE 30, 1996 and December 31, 1995                2

   Statement of Operations - Six Months Ended
   June 30, 1996 and 1995                                             3

   Statement of Changes in Partners' Equity -
   Six Months Ended June 30, 1996 and 1995                            4

   Statement of Cash Flows - Six Months Ended
   June 30, 1996 and 1995                                             5

   Notes to Financial Statements                                      6

   Management Discussion and Analysis                               7 - 8

   Other Information and Signatures                                 9 - 10

































<PAGE>
                              SUPER 8 MOTELS III, LTD.
                        (A California Limited Partnership)
                                  BALANCE SHEET
                        JUNE 30, 1996 AND DECEMBER 31, 1995

                                                          6/30/96     12/31/95
                                    ASSETS              ----------   ----------
Current Assets:
  Cash and temporary investments                       $   215,232  $   285,554
  Accounts receivable                                       90,154       72,824
  Prepaid expenses                                          20,743       11,588
                                                        ----------   ----------
   Total current assets                                    326,129      369,966
                                                        ----------   ----------
Property and Equipment:
  Land                                                   1,670,129    1,670,129
  Capital Improvements                                      26,175       26,175
  Buildings                                              3,276,870    3,276,870
  Furniture and equipment                                  753,629      742,531
                                                        ----------   ----------
                                                         5,726,803    5,715,705
  Accumulated depreciation and amortization             (2,754,726)  (2,674,215)
                                                        ----------   ----------

   Property and equipment, net                           2,972,077    3,041,490
                                                        ----------   ----------
   Total Assets                                        $ 3,298,206  $ 3,411,456
                                                        ==========   ==========

                          LIABILITIES AND PARTNERS' EQUITY

Current Liabilities:
  Current portion of note payable                      $    24,619  $    77,963
  Accounts payable and accrued liabilities                  74,722       85,032
                                                        ----------   ----------
   Total current liabilities                                99,341      162,995

Long - Term Liabilities:
  Note payable                                              40,437       75,493
                                                        ----------   ----------
   Total liabilities                                       139,778      238,488
                                                        ----------   ----------
Contingent Liabilities (See Note 1)

Partners' Equity:
  General Partners                                          19,049       19,194
  Limited Partners                                       3,139,379    3,153,774
                                                        ----------   ----------
   Total partners' equity                                3,158,428    3,172,968
                                                        ----------   ----------

   Total Liabilities and Partners' Equity              $ 3,298,206  $ 3,411,456


                                                        ==========   ==========

 The accompanying notes are an integral part of the financial statements.

                                       -2-
<PAGE>
                               SUPER 8 MOTELS III, LTD.
                          (A California Limited Partnership)
                               STATEMENT OF OPERATIONS
                    FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995

                                 Three         Six         Three         Six
                                 Months       Months       Months       Months
                                 Ended        Ended        Ended        Ended
                                6/30/96      6/30/96      6/30/95      6/30/95
                              ----------   ----------   ----------   ----------
Income:
  Motel room income          $   360,354  $   715,766  $   409,347  $   803,092
  Telephone and
   vending                         7,711       15,429        5,951       13,962
  Interest                         2,123        4,657        1,977        4,129
  Other                            1,445        1,979          612        1,102
                              ----------   ----------   ----------   ----------
   Total Income                  371,633      737,831      417,887      822,285
                              ----------   ----------   ----------   ----------
Expenses:
  Motel operating expenses
   (Note 2)                      308,693      595,538      293,571      574,257
  General and administrative      14,463       33,926       10,951       35,753
  Depreciation and amortization   40,261       80,511       41,673       83,424
  Interest                         2,239        5,763        7,086       16,408
  Property management fees        18,441       36,633       20,804       40,216
                              ----------   ----------   ----------   ----------
   Total Expenses                384,097      752,371      374,085      750,058
                              ----------   ----------   ----------   ----------

   Net Income (Loss)         $   (12,464) $   (14,540) $    43,802  $    72,227
                              ==========   ==========   ==========   ==========
Net Income (Loss) Allocable
 to General Partners               ($125)       ($145)        $438         $722
                                ========     ========     ========     ========
Net Income (Loss) Allocable
 to Limited Partners            ($12,339)    ($14,395)     $43,364      $71,505
                                ========     ========     ========     ========
Net Income (Loss) per
 Partnership Unit                 ($2.08)      ($2.42)       $7.30       $12.04
                                ========     ========     ========     ========
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-
<PAGE>
                               SUPER 8 MOTELS III, LTD.
                          (A California Limited Partnership)
                            STATEMENT OF PARTNERS' EQUITY
                    FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995


                                                           1996         1995
General Partners:                                       ----------   ----------
 Balance at beginning of year                          $    19,194  $    18,506
 Net income (loss)                                            (145)         722
                                                        ----------   ----------
  Balance at end of period                                  19,049       19,228
                                                        ----------   ----------

Limited Partners:
 Balance at beginning of year                            3,153,774    3,085,712
 Net income (loss)                                         (14,395)      71,505
 Less: Cash distributions                                     -            -
                                                        ----------   ----------
  Balance at end of period                               3,139,379    3,157,217
                                                        ----------   ----------

  Total balance at end of period                       $ 3,158,428  $ 3,176,445
                                                        ==========   ==========
































 The accompanying notes are an integral part of the financial statements.

                                       -4-
<PAGE>
                               SUPER 8 MOTELS III, LTD.
                          (A California Limited Partnership)
                               STATEMENT OF CASH FLOWS
                    FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995

                                                           1996         1995
                                                        ----------   ----------
Cash Flows From Operating Activities:
  Received from motel revenues                         $   715,540  $   822,025
  Expended for motel operations
   and general and administrative expenses                (684,825)    (666,346)
  Interest received                                          4,961        3,530
  Interest paid                                             (6,500)     (17,883)
                                                        ----------   ----------
    Net cash provided (used) by operating activities        29,176      141,326
                                                        ----------   ----------
Cash Flows From Investing Activities:
  Purchases of property and equipment                      (11,098)      (2,906)
                                                        ----------   ----------
    Net cash provided (used) by investing activities       (11,098)      (2,906)
                                                        ----------   ----------
Cash Flows From Financing Activities:
  Payments on notes payable                                (88,400)    (177,017)
  Distributions paid to Limited Partners                      -            -
                                                        ----------   ----------
    Net cash provided (used) by financing activities       (88,400)    (177,017)
                                                        ----------   ----------
    Net increase (decrease) in cash
      and temporary investments                            (70,322)     (38,597)

Cash and temporary investments:
  Beginning of year                                        285,554      370,107
                                                        ----------   ----------

  End of period                                        $   215,232  $   331,510
                                                        ==========   ==========
Reconciliation of Net Income to Net Cash Provided by Operating Activities:

   Net income (loss)                                   $   (14,540) $    72,227
                                                        ----------   ----------
   Adjustments to reconcile net income to
    net cash provided by operating activities:
     Depreciation and amortization                          80,511       83,424
     (Increase) decrease in accounts receivable            (17,329)       3,270
     (Increase) decrease in prepaid expenses                (9,155)      (7,733)
     Increase (decrease) in accounts payable
      and accrued liabilities                              (10,311)      (9,862)
                                                        ----------   ----------
        Total adjustments                                   43,716       69,099
                                                        ----------   ----------

        Net cash provided by operating activities      $    29,176  $   141,326
                                                        ==========   ==========



 The accompanying notes are an integral part of the financial statements.

                                       -5-
<PAGE>
                               SUPER 8 MOTELS III, LTD.
                          (A California Limited Partnership)
                             NOTES TO FINANCIAL STATEMENTS
                                    JUNE 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 to the General Partners or affiliates for the
period.

            Property Management Fees                    $   36,633

            Franchise Fees                              $   14,325

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         Six         Three         Six
                                 Months       Months       Month        Month
                                 Ended        Ended        Ended        Ended
                                6/30/96      6/30/96      6/30/95      6/30/95
                              ----------   ----------   ----------   ----------
Salaries and related costs   $   113,945  $   221,634  $   111,138  $   226,131
Utilities                         24,626       48,478       28,401       54,326
Allocated costs, mainly
 indirect salaries                47,631       93,450       44,551       86,814
Renovations and Replacements      25,868       33,172        7,991       12,054
Other operating expenses          96,623      198,804      101,490      194,932
                              ----------   ----------   ----------   ----------
Total motel operating expens $   308,693  $   595,538  $   293,571  $   574,257
                              ==========   ==========   ==========   ==========

The following additional material contingencies are required to be restated in
interim reports under federal securities law:  None.











                                       -6-
<PAGE>
                               SUPER 8 MOTELS III, LTD.
                         (A California Limited Partnership)
                         MANAGEMENT DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATION
                                  JUNE 30, 1996           
                        
LIQUIDITY AND CAPITAL RESOURCES

        The Partnership's current assets of $326,129 exceed its current
liabilities of $99,341 by $226,788.  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 $275,000 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 six months ended June 30, 1996, the Partnership expended
$42,474 in such expenditures  which is equal to 4.4% 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 and $10,767 in
new computer systems. 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 six months of the fiscal year
ending December 31, 1996 with the corresponding period of the preceding fiscal
year.

        Total revenues decreased $84,454 (or 10.3%) for the six month period as
compared to the previous fiscal year.  The decrease in total revenue was due to
a $87,326 (or 10.9%) decrease in room revenue.  Motel occupancy decreased from
75.3% to 69.5%, while the average room rate declined from $34.45 to $33.19.  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 increased by $2,313 or 0.3%.  The Partnership
experienced an  $21,118 increase in renovation and replacement expense due to
the parking lot repairs which was offset by decreased motel operating expenses
due to the lower occupancy and by decreased interest expense as the mortgage
note balanced is reduced.




                                       -7-
<PAGE>
                               SUPER 8 MOTELS III, LTD.
                          (A California Limited Partnership)
                          MANAGEMENT DISCUSSION AND ANALYSIS
                    OF FINANCIAL CONDITION AND RESULTS OF OPERATION
                                     (Continued)
                                    JUNE 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-
<PAGE>





                        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-
<PAGE>                                                    





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


               8-2-96         By /S/ David P. Grotewohl
               ------         -------------------------
                Date          David P. Grotewohl,
                              President of Grotewohl
                              Management Services, Inc.,
                              Managing General Partner







               8-2-96         By /S/ David P. Grotewohl 
               ------         -------------------------
                Date          David P. Grotewohl,
                              Chief Financial Officer





















                                       -10-
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         215,232
<SECURITIES>                                         0
<RECEIVABLES>                                   90,154
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               326,129
<PP&E>                                       5,726,803
<DEPRECIATION>                               2,754,726
<TOTAL-ASSETS>                               3,298,206
<CURRENT-LIABILITIES>                           99,341
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   3,158,428
<TOTAL-LIABILITY-AND-EQUITY>                 3,158,428
<SALES>                                        731,195
<TOTAL-REVENUES>                               737,831
<CGS>                                          595,538
<TOTAL-COSTS>                                  595,538
<OTHER-EXPENSES>                               151,070
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               5,763
<INCOME-PRETAX>                               (14,540)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (14,540)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (14,540)
<EPS-PRIMARY>                                   (2.42)
<EPS-DILUTED>                                   (2.42)
        

</TABLE>


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