<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1996
Commission File No.: 33-16163-LA
Nashville Super 8 Ltd., A California Limited Partnership
(Name of small business issuer in its charter)
California 33-0249749
(State or other (I.R.S. Employer Identification No.)
jurisdiction of
incorporation or organization)
1466 9th Avenue, San Diego, California 92101
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (619) 699-6100
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Interests
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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 / /
State issuer's revenues for its most recent fiscal year:
$1,078,483.
1
<PAGE>
The aggregate market value of the voting securities held by non-
affiliates is not determinable as there is no established market
and the securities have only limited voting rights.
State the number of limited partnership interests outstanding as of
December 31, 1996: 3,975 interests held by 592 limited partners.
DOCUMENT INCORPORATED BY REFERENCE
Definitive Prospectus dated September 1, 1987, as supplemented
August 31, 1988, is incorporated by reference into Part III.
PART I
Item 1. Business
Nashville Super 8 Ltd., A California Limited Partnership, formerly
Motels of America Series XI, A California Limited Partnership, (the
Partnership) was formed on September 1, 1988 pursuant to the
California Revised Uniform Limited Partnership Act. As of December
31, 1996, the Partnership consisted of a general partner, GHG
Hospitality, Inc. (GHG), and 592 limited partners owning 3,975
limited partnership interests. The limited partnership interests
sold at a public offering price of $1,000 each commencing September
1, 1987 pursuant to a Registration Statement on Form S-18 under the
Securities Act of 1933 (Registration 33-16163-LA). The offering of
$3,975,000 was fully subscribed and closed on September 27, 1988.
The Partnership was organized to acquire a parcel of property
located near the Nashville Metropolitan Airport in Nashville,
Tennessee, and to build and operate a 106-room "economy" motel as
a franchise of Super 8 Motels, Inc. The motel opened for business
on April 23, 1989 under a 20-year franchise agreement with Super 8
Motels, Inc. The agreement required the payment of initial
franchise fees of $20,000 and requires ongoing royalties equal to
4% of gross room revenues and chain-affiliated advertising fees
equal to 2% of gross room revenues. Since January 1, 1990, the
motel has been operated pursuant to a management agreement with
GHG.
2
<PAGE>
The profitability of a motel is subject to general economic risks,
the management ability of the operator, intense competition,
desirability of a particular location, and other factors relating
to its operations. The demand for particular accommodations may
vary seasonally and may be affected by economic recessions, changes
in travel patterns caused by changes in energy prices, strikes,
relocation of highways, the construction of additional highways and
other factors. To meet competition in the industry and to maintain
economic values, continuing expenditures must be made for
modernizing, refurnishing, and maintaining existing facilities
prior to the expiration of their anticipated useful lives.
There is no assurance that the Partnership's motel can be
profitably operated. Further, there is no assurance the motel can
be sold at a profit. Consequently, there is no guarantee of any
profit or that the limited partners' investments will be preserved
against loss.
There is significant competition in the lodging market. The
Partnership is in competition either directly or indirectly with a
large number of hotels and motels of varying quality and sizes,
including other motels which are part of national or regional
chains. Such hotels and motels may have greater financial
resources and personnel with more experience than the Partnership
and the general partner.
The Partnership has no employees.
Item 2. Property
The Partnership acquired the following property in September 1988.
The Partnership does not intend to acquire any additional property.
Property name and address Property description
Nashville Super 8 Motel A 106-room "economy" motel on
Metropolitan Airport Center approximately 2 acres of land.
Nashville, Tennessee
The Partnership purchased the land for $711,000, including closing
costs, and constructed the motel.
In 1995, significant improvements to the property were completed.
These include completion of a swimming pool and fitness center,
improvements to lobby area, and renovation of certain guest rooms.
The total cost of the project was approximately $677,300.
3
<PAGE>
In the opinion of the Partnership's management, the property is
adequately covered by insurance.
The property is subject to a trust deed with a balance of $172,271,
as of December 31, 1996.
Item 3. Legal Proceedings
The Partnership is not subject to any pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for Limited Partnership Interests and Related
Partner Matters
There is no public trading market for the Partnership's limited
partnership interests. There were approximately 592 holders of the
Partnership's 3,975 limited partnership interests as of December
31, 1996. Cash distributions of $134,999 and $224,998 were paid to
limited partnership interests in 1996 and 1995, respectively.
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Condition:
On September 1, 1987, the Partnership commenced its public offering
pursuant to its Prospectus. On September 27, 1988, the Partnership
completed the public offering. The Partnership received $3,449,823
(net of offering costs of $525,177) from the sale of limited
partnership interests. These funds were available for investment
in property, to pay legal fees and other costs related to the
investments, to pay operating expenses, and for working capital.
The majority of the proceeds were used to acquire and construct the
property identified in Item 2 above.
The Partnership's liquidity is indicated by net working capital
which was $27,151 at December 31, 1996 and $23,171 at December 31,
1995. The increase in net working capital is attributable to net
cash provided by operating activities of $204,827 less cash
distributions to partners of $149,999 and investment property
expenditures of $25,025 in 1996.
4
<PAGE>
Construction of an indoor swimming pool, workout center, and spa
and renovations of the lobby and certain guest rooms were completed
in 1995. The total cost of the project was approximately $677,300.
The project's cost was funded by cash from operations and a loan of
$184,258 from First Bank & Trust of Tennessee. As of December 31,
1996, a principal balance of $172,271 was outstanding on this note.
The note is payable in monthly installments of approximately $2,150
including interest at two points over the index which is the New
York Consensus Prime as quoted in the Wall Street Journal. The
interest rate at December 31, 1996 was 10.25%. The final balance
is due August 2009. The note is secured by a first priority deed
of trust on the Partnership's motel.
Management plans to replace the carpeting in the motel in 1997 at
an estimated cost of approximately $40,000. In addition,
management plans some general upgrades such as painting and
decorating as needed in some rooms.
An independent appraisal valued the Partnership's motel property at
$3,200,000 as of August 26, 1996. The carrying amount of
investment property on the Partnership's financial statements was
$3,062,181 as of December 31, 1996.
5
<PAGE>
During 1994, the franchise agreement with Super 8 was amended to
reduce the Partnership's area of protection in exchange for the
franchisor reducing by one-half the liquidated damages that would
be payable by the Partnership in the event it elects an early
termination of the franchise agreement. The area of protection
released by the Partnership is small in relation to the original
area of protection and is to the south and west of the
Partnership's motel, away from Opryland and other growth areas. In
addition, if the franchisor grants a franchise in the released area
and the occupancy rate at the Partnership's motel drops by three or
more percentage points for any twelve month period, the Partnership
may obtain a 1% of gross room sales reduction in royalties payable
for the balance of the franchise agreement or terminate the
franchise agreement upon payment of the reduced liquidated damages.
The occupancy rate was 51.81% in 1996 compared to 65.38% in 1995
and, therefore, management has notified Super 8 that the
Partnership is entitled to the 1% of gross room sales reduction in
royalties payable for the balance of the franchise agreement.
Results of Operations:
Net income was $17,654 in 1996 and $137,220 in 1995. Total
revenues were $1,078,483 in 1996 and $1,153,662 in 1995. The
property operated at an occupancy of 51.81% in 1996 and 65.38% in
1995. The average daily room rate was $52.50 in 1996 and $44.28 in
1995. The decrease in net income and total revenues in 1996 relate
to the decrease in occupancy rate which occurred due to several
factors. These factors include the ending of an agreement to
provide rooms for employees of an airline, the opening of a new
Super 8 motel in the Partnership's former area of protection, and
unseasonably cold winter which impacted tourism in the area. The
increase in the average daily room rate relates to the ending of
the aforementioned airline agreement under which rooms were sold at
a discounted rate. Property operating expenses increased in 1996
due to the introduction of complimentary breakfasts, the hiring of
a security guard, replacing contract labor with employees, and the
transition to a new manager. Replacing contract labor with
employees resulted in a temporary increase in expenses due to
training and other transition costs. However, in the long run,
replacing contract labor with employees should result in lower
property operating expenses. Depreciation expense increased in
1996 due to the indoor swimming pool and workout center being in
service for twelve months in 1996 compared to six months in 1995.
6
<PAGE>
A new sports arena is being constructed in Nashville which will
bring arena football, rodeos, and other entertainment to the area
beginning in 1997. This should result in additional out-of-town
visitors and may have a beneficial effect on the occupancy
percentage, and total revenues. An independent consulting firm has
forecast that overall in 1997 hotels in the Nashville area should
experience a slight increase in occupancy percentage and a 4.8%
increase in average daily room rates.
The effect of current operations on liquidity was net cash provided
by operating activities of $204,827 in 1996 and $275,434 in 1995.
Seasonality:
The motel business is seasonal with the third quarter being
the strongest due to the tourist business and the last half of the
fourth quarter and the first half of the first quarter being the
weakest.
7
<PAGE>
Item 7. Financial Statements and Supplementary Data
NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
I N D E X
---------
Pages
-------
Independent Auditor's Report 9
Balance Sheets, December 31, 1996 and 1995 10-11
Statements of Operations, Years Ended December 31, 1996
and 1995 12
Statements of Partners' Capital, Years Ended December 31,
1996 and 1995 13-14
Statements of Cash Flows, Years Ended December 31, 1996
and 1995 15
Notes to Financial Statements 12-15
8
<PAGE>
Independent Auditor's Report
The Partners
Nashville Super 8 Ltd.,
A California Limited Partnership
We have audited the balance sheets of Nashville Super 8 Ltd., A
California Limited Partnership, as of December 31, 1996 and 1995,
and the related statements of operations, partners' capital, and
cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Nashville Super 8 Ltd., A California Limited Partnership, as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Levitz, Zacks, Ciceric
San Diego, California
February 12, 1997
9
<PAGE>
<TABLE>
<CAPTION>
NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
Balance Sheets
December 31, 1996 and 1995
(Part 1 of 2)
...ASSETS...
1996 1995
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 79,268 $ 56,208
Accounts receivable 5,554 6,490
Operating supplies 15,455 15,455
Prepaid expenses 5,197 10,439
Due from affiliate -0- 7,899
------------ ----------
Total current assets 105,474 96,491
Investment property, at cost:
Land 711,092 711,092
Building and improvements 2,805,283 2,796,407
Furniture, fixtures and equipment 624,444 608,295
----------- -----------
4,140,819 4,115,794
Less accumulated depreciation 1,078,638 910,756
----------- -----------
Investment property, net 3,062,181 3,205,038
Other Assets:
Franchise fees, net 12,417 13,417
----------- -----------
Total other assets 12,417 13,417
----------- -----------
- -
Total assets $3,180,072 $3,314,946
=========== ============
</TABLE>
See accompanying notes to financial statements
10
<PAGE>
<TABLE>
<CAPTION>
NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
Balance Sheets
December 31, 1996 and 1995
(Part 2 of 2)
...LIABILITIES AND PARTNERS' CAPITAL...
1996 1995
<S> <C> <C>
Current Liabilities:
Accounts payable $ 18,702 $ 12,596
Accrued expenses 47,527 52,442
Due to affiliates 3,931 908
Current portion of long-term debt 8,163 7,374
----------- ----------
Total current liabilities 78,323 73,320
Long-term debt, less current portion 164,108 171,640
----------- ----------
Total liabilities 42,431 244,960
----------- ----------
Partners' Capital:
General partner:
Cumulative net income 14,228 12,463
Cumulative cash distributions (65,450) (50,450)
----------- ----------
(51,222) (37,987)
----------- ----------
Limited partners (3,975 interests):
Capital contributions,
net of offering costs 3,449,823 3,449,823
Cumulative net income 128,082 112,193
Cumulative cash distributions (589,042) (454,043)
------------ ----------
2,988,863 3,107,973
------------ ----------
Total partners' capital 2,937,641 3,069,986
------------ ----------
Total liabilities and
partners' capital $3,180,072 $3,314,946
============ ==========
</TABLE>
See accompanying notes to financial statements
11
<PAGE>
<TABLE>
<CAPTION>
NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
Statements of Operations
Years Ended December 31, 1996 and 1995
1996 1995
---------- ----------
<S> <C> <C>
Revenues:
Room revenues $1,055,385 $1,127,259
Phone revenues 19,166 20,101
Interest income 508 3,911
Other 3,424 2,391
----------- -----------
Total revenues 1,078,483 1,153,662
----------- -----------
Expenses:
Property operating expenses 429,210 393,521
Depreciation 167,882 150,136
General and administrative 122,223 125,057
Repairs and maintenance 73,605 57,249
Management fees 64,678 68,985
Royalties and advertising 63,302 67,616
Marketing 60,086 74,801
Real estate taxes 37,349 34,038
Property and liability insurance 23,066 29,098
Interest expense 18,428 14,941
Amortization 1,000 1,000
----------- -----------
Total expenses 1,060,829 1,016,442
----------- -----------
Net income $ 17,654 $ 137,220
============ ===========
Net income per interest $ 4.00 $ 31.07
======= ========
</TABLE>
See accompanying notes to financial Statements
12
<PAGE>
<TABLE>
<CAPTION>
NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
Statements of Partners' Capital
Years Ended December 31, 1996 and 1995
(Part 1 of 2)
General Partner
-----------------------------------
Cumulative Cumulative
Net Income Cash
(Loss) Distributions Total
----------- --------------- --------
<S> <C> <C> <C>
Balance, December 31, 1994 $ (1,257) $ (25,450) $ (26,707)
Net income, year ended December 31, 1995 13,720 -0- 13,720
Cash distributions ($56.61 per interest) -0- (25,000) (25,000)
----------- ------------ ------------
Balance, December 31, 1995 12,463 (50,450) (37,987)
Net income, year ended December 31, 1996 1,765 -0- 1,765
Cash distributions ($33.96 per interest) -0- (15,000) (15,000)
----------- ------------ ------------
Balance, December 31, 1996 $ 14,228 $(65,450) $(51,222)
=========== ============ ============
</TABLE>
See accompanying notes to financial statements.
13
<PAGE>
<TABLE>
<CAPTION>
NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
Statements of Partners' Capital
Years Ended December 31, 1996 and 1995
(Part 2 of 2)
Limited Partners
------------------------------------------------------
Cumulative Cumulative Total
Capital Net Income Cash Partners'
Contributions (Loss) Distributions Total Capital
------------- ------------ --------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1994 $3,449,823 $(11,307) $(229,045) $3,209,471 $3,182,764
Net Income, year ended
December 31, 1995 -0- 123,500 -0- 123,500 137,220
Cash distributions
($56.61 per interest) -0- -0- (224,998) (224,998) (249,998)
------------ ------------ -------------- ----------- -----------
Balance, December 31, 1995 3,449,823 112,193 (454,043) 3,107,973 3,069,986
Net income, year ended
December 31, 1996 -0- 15,889 -0- 15,889 17,654
Cash distributions
($33.96 per interest) -0- -0- (134,999) (134,999) (149,999)
------------ ------------ ------------- ------------ -----------
Balance, December 31, 1996 $3,449,823 $ 128,082 $(589,042) $2,988,863 $2,937,641
============ ============ ============= ============ ===========
</TABLE>
See accompanying notes to financial statements
14
<PAGE>
<TABLE>
<CAPTION>
NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
Statements of Cash Flows
Years Ended December 31, 1996 and 1995
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income $ 17,654 $ 137,220
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 168,882 151,136
(Increase) decrease in:
Accounts receivable 936 (2,135)
Operating supplies -0- 200
Prepaid expenses 5,242 2,111
Due from affiliate 7,899 (2,128)
Increase (decrease) in:
Accounts payable 6,106 (8,261)
Accrued expenses (4,915) 1,517
Due to affiliates 3,023 (4,226)
Net cash provided by operating --------- ---------
activities 204,827 275,434
---------- ---------
Cash flows from investing activities:
Purchases of property and equipment (25,025) (559,306)
--------- ----------
Net cash used in investing activities (25,025) (559,306)
--------- ----------
Cash flows from financing activities:
Proceeds of note payable -0- 184,258
Payments of note payable (6,743) (5,244)
Cash distributions to partners (149,999) (249,998)
---------- ----------
Net cash used in financing activities (156,742) (70,984)
---------- ----------
Net increase (decrease) in cash
and cash equivalents 23,060 (354,856)
Cash and cash equivalents, beginning of year 56,208 411,064
---------- ----------
Cash and cash equivalents, end of year $ 79,268 $ 56,208
========== ==========
Supplemental disclosure of cash flow information:
Interest paid $ (16,907) $ (14,941)
========== ==========
</TABLE>
See accompanying notes to financial statements
15
<PAGE>
NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
Notes to Financial Statements
Years Ended December 31, 1996 and 1995
Note 1. THE PARTNERSHIP AND A SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Nashville Super 8 Ltd., A California Limited Partnership (the
Partnership), formerly Motels of America Series XI, A California
Limited Partnership, was formed on September 1, 1988 pursuant to
the California Revised Uniform Limited Partnership Act. The
Partnership consists of a general partner which owns a 10% interest
and 592 limited partners which collectively own a 90% interest.
The purpose of the Partnership is to construct, own, and operate a
106-room "economy" motel under a Super 8 franchise. The motel was
opened in April 1989.
The following is a summary of the Partnership's significant
accounting policies:
Cash and Cash Equivalents
The Partnership considers all highly liquid instruments purchased
with an original maturity of three months or less to be cash
equivalents.
Investment Property
Investment property is recorded at cost. Depreciation is computed
using the straight-line method based on estimated useful lives of
7 to 39 years. Maintenance and repairs costs are expensed as
incurred, while significant improvements, replacements, and major
renovations are capitalized.
Effective January 1, 1996, the Partnership adopted Statement of
Financial Accounting Standard ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of". SFAS No. 121 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to
be generated by those assets are less than the assets' carrying
amount. SFAS No. 121 also addresses the accounting for long-lived
assets that are expected to be disposed of. There was no effect on
the financial statements from the adoption of SFAS No. 121.
16
<PAGE>
NASHVILLE SUPER 8, LTD.,
A California Limited Partnership
Notes to Financial Statements
(Continued)
Years Ended December 31, 1996 and 1995
Note 1. THE PARTNERSHIP AND A SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)
Franchise Fees
Franchise fees are amortized over the 20-year life of the franchise
agreement which expires in 2009.
Advertising
Advertising costs are expensed as incurred. Advertising expense
was $58,502 for the year ended December 31, 1996 and $57,144 for
the year ended December 31, 1995.
Income Taxes
No provision for income taxes has been made as any liability for
such taxes would be that of the partners rather than the
Partnership.
Net Income Per Interest
Net income per interest is based upon the 90% allocated to limited
partners divided by 3,975 limited partner interests outstanding
throughout the year.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported amounts
and disclosures. Accordingly, actual results could differ from
those estimates.
17
<PAGE>
NASHVILLE SUPER 8, LTD.,
A California Limited Partnership
Notes to Financial Statements
(Continued)
Years Ended December 31, 1996 and 1995
Note 2. PARTNERSHIP AGREEMENT
Net income or loss and cash distributions from operations of the
Partnership are allocated 90% to the limited partners and 10% to
the general partner. Profits from the sale or other disposition of
Partnership property are to be allocated to the general partner
until its capital account equals zero; thereafter, to the limited
partners until their capital accounts equal their capital
contributions reduced by prior distributions of cash from sale or
refinancing plus an amount equal to a cumulative but not compounded
annual 8% return thereon which cumulative return shall be reduced
(but not below zero) by the aggregate amount of prior distributions
of cash available for distribution; thereafter, gain shall be
allocated 15% to the general partner and 85% to the limited
partners. Loss from sale shall be allocated 1% to the general
partner and 99% to the limited partners.
Note 3. FRANCHISE AGREEMENT
The Partnership has entered into a twenty-year franchise agreement
expiring in 2009 with Super 8 Motels, Inc. to provide the
Partnership with consultation in the areas of design, construction,
and operation of the motel. The agreement required the payment of
initial franchise fees of $20,000 and requires ongoing royalties
equal to 4% of gross room revenues and chain-affiliated advertising
fees equal to 2% of gross room revenues.
During 1994, the franchise agreement was amended to reduce the
Partnership's area of protection in exchange for the franchisor
reducing by one-half the liquidated damages that would be payable
by the Partnership in the event it elects an early termination of
the franchise agreement. In addition, if the franchisor grants a
franchise in the released area and the occupancy rate at the
Partnership's motel drops by three or more points for any twelve
month period, the Partnership may obtain a 1% of gross room sales
reduction in royalties payable for the balance of the franchise
agreement or terminate the franchise agreement upon payment of the
reduced liquidated damages. The occupancy rate was 51.81% in 1996
compared to 65.38% in 1995 and, therefore, management has notified
Super 8 that the Partnership is entitled to the 1% of gross room
sales reduction in royalties payable for the balance of the
franchise agreement.
18
<PAGE>
NASHVILLE SUPER 8 LTD.,
A California Limimted Partnership
Notes to Financial Statements
(Continued)
Years Ended December 31, 1996 and 1995
Note 4. LONG-TERM DEBT
The Partnership has a note payable to a bank due in monthly
installments of approximately $2,150, including interest at the
bank's index rate plus 2% (10.25% at December 31, 1996) through
August 2009. The note is secured by a first priority deed of trust
on the Partnership's motel. The fair value of long-term debt
approximates its carrying amount based on the borrowing rates
currently available to the Partnership for loans with similar
terms.
Principal payments on this note are due as follows:
<TABLE>
<S> <C>
1997 $ 8,163
1998 9,063
1999 10,062
2000 11,170
2001 12,402
Thereafter 121,411
----------
$172,271
==========
</TABLE>
Note 5. RELATED PARTY TRANSACTIONS
The motel is operated pursuant to a management agreement with the
general partner, GHG Hospitality, Inc. (GHG). The agreement
expires upon the termination or dissolution of the Partnership or
upon three months' written notice from the general partner. The
agreement provides for the payment of monthly management fees of 6%
of gross revenues.
The Partnership has agreed to reimburse GHG for certain expenses
related to services performed in maintaining the books and
administering the affairs of the Partnership.
19
<PAGE>
NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
Notes to Financial Statements
(Continued)
Years Ended December 31, 1996 and 1995
Note 5. RELATED PARTY TRANSACTIONS (continued)
GHG and an affiliate, Grosvenor Management Services, Inc. (GMS),
allocate to the Partnership certain marketing and accounting
salaries and certain other expenses directly related to the
operations of the Partnership.
Fees, reimbursements, salaries, and other expenses paid to GHG and
GMS and included in total expenses for the years ended December 31,
1996 and 1995 are as follows:
<TABLE>
1996 1995
<S> <C> <C>
Management fees $ 64,678 $ 68,985
Reimbursement for partnership
administration expenses 22,392 22,947
Salaries and other allocated
expenses 34,143 44,311
--------- ---------
$121,213 $136,243
========= =========
</TABLE>
In addition, all motel employees are paid by GMS. The Partnership
reimbursed GMS $304,321 in 1996 and $268,758 in 1995, including a
one percent processing fee, for the wages of these employees.
20
<PAGE>
Item 8. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure
None
PART III
Item 9. Directors and Executive Officers of the Registrant
The general partner has general responsibility and ultimate
authority in all matters affecting the business of the Partnership.
The general partner and its directors and executive officers as of
December 31, 1996 are as follows:
GHG HOSPITALITY, INC. (GHG) was incorporated in November 1989 under
the laws of the state of Delaware. GHG was elected as general
partner effective January 1, 1990.
J. MARK GROSVENOR, 49, is President and a Director of GHG.
From 1976 to 1988, he served as chief executive officer of Nite
Lite Inns, a California corporation, which owned Grosvenor
Enterprises, a California limited partnership, which owns Grosvenor
Inn. In 1984, he acquired Medallion Foods, Inc., a food processing
company, located in Newport, Arkansas. Mr. Grosvenor graduated
from San Diego State University with a bachelor's degree in
business and finance.
STEPHEN D. BURCHETT, 37, is Vice President of GHG. From 1984
to 1991 he worked in private business law practice in San Diego,
California with Schall, Boudreau & Gore and Kaufman, Lorber, Grady
& Farley. Mr. Burchett graduated from California State University
Fullerton in 1981 with a bachelor's degree in finance and from the
University of Santa Clara School of Law in 1984 with a juris
doctorate.
SYLVIA MELLOR CLARK, 52, is Controller of GHG. In 1978, she
joined Grosvenor Industries, Inc., where she is controller and a
director. Prior to joining Grosvenor Industries, Inc., she
operated her own accounting firm from 1976 to 1978. Ms. Clark
graduated from San Diego State University and National University.
21
<PAGE>
Item 10. Executive Compensation
The Partnership has not paid and does not propose to pay any
executive compensation to the general partner or any of its
affiliates (except as described in Item 12 below).There are no
compensatory plans or arrangements regarding termination of
employment or change of control.
Item 11. Security Ownership of Certain Beneficial Owners and
Management
(a) No person or group is known to the Partnership to be the
beneficial owner of more than 5% of the outstanding limited
partnership interests in the Partnership.
(b) The general partner does not directly or indirectly own any
limited partnership interests in the Partnership. The general
partner does not possess a right to acquire beneficial ownership of
limited partnership interests in the Partnership.
(c) There are no arrangements, known to the Partnership, which
may result in a change in control of the Partnership.
Item 12. Certain Relationships and Related Transactions
The motel is operated pursuant to a management agreement with GHG.
The agreement provides for the payment of monthly management fees
of 6% of gross revenues.
The Partnership has agreed to reimburse GHG for certain expenses
related to services performed in maintaining the books and
administering the affairs of the Partnership.
GHG and an affiliate, Grosvenor Management Services, Inc. (GMS),
allocate to the Partnership certain marketing, accounting, and
maintenance salaries and other expenses directly related to the
operation of the Partnership.
22
<PAGE>
Fees, reimbursements, salaries, and other expenses paid to GHG and
GMS and included in total expenses for the years ended December 31,
1996 and 1995 are as follows:
<TABLE>
1996 1995
<S> <C> <C>
Management fees $ 64,678 $ 68,985
Reimbursement for partnership
administration expenses 22,392 22,947
Salaries and other allocated expenses 34,143 44,311
----------- ------------
$121,213 $136,243
=========== ============
</TABLE>
In addition, all motel employees are paid by GMS. The Partnership
reimbursed GMS $304,321 in 1996 and $268,758 in 1995, including a
one percent processing fee, for the wages of these employees.
Item 13. Exhibits and Reports on Form 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements (see Index to Financial Statements
filed with this annual report).
2. Exhibits:
3-A. The Prospectus of the Partnership dated September
1, 1987, as supplemented August 31, 1988, as filed
with the Commission, is hereby incorporated herein
by reference.
3-B. Agreement of Limited Partnership set forth as
Exhibit B to the Prospectus, as filed with the
Commission, is incorporated herein by reference.
3-C. Amendment to Agreement of Limited Partnership dated
January 1, 1990, as filed with the Commission, is
incorporated herein by reference.
(b) No reports on Form 8-K were filed during the last quarter of
the period covered by this report.
23
<PAGE>
No annual report or proxy material for the fiscal year 1996 has
been sent to the limited partners of the Partnership. An annual
report will be sent to the limited partners subsequent to this
filing and the Partnership has incorporated such reports in this
filing.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NASHVILLE SUPER 8 LTD.,
A California Limited Partnership
By: GHG Hospitality, Inc.
Corporate General Partner
By: /s/ J. Mark Grosvenor Date: March 27, 1997
J. Mark Grosvenor
President and Director of GHG
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
By: GHG Hospitality, Inc.
Corporate General Partner
By: /s/ J. Mark Grosvenor Date: March 27, 1997
J. Mark Grosvenor
President and Director of GHG
By: /s/ Stephen D. Burchett Date: March 27, 1997
Stephen D. Burchett
Vice President of GHG
By: /s/ Sylvia Mellor Clark Date: March 27, 1997
Sylvia Mellor Clark
Controller of GHG
24
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 79,268
<SECURITIES> 0
<RECEIVABLES> 5,554
<ALLOWANCES> 0
<INVENTORY> 15,455
<CURRENT-ASSETS> 105,474
<PP&E> 4,140,819
<DEPRECIATION> 1,078,638
<TOTAL-ASSETS> 3,180,072
<CURRENT-LIABILITIES> 78,323
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3,180,072
<SALES> 0
<TOTAL-REVENUES> 1,078,483
<CGS> 0
<TOTAL-COSTS> 1,042,401
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,428
<INCOME-PRETAX> 17,654
<INCOME-TAX> 0
<INCOME-CONTINUING> 17,654
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,654
<EPS-PRIMARY> 4.00
<EPS-DILUTED> 4.00
</TABLE>
