Item 1. Business.
Historical Development of Business
Super 8 Motels Texas, Ltd., a Texas limited partnership (the "Partnership") was organized in September 1979 for the purpose of developing and operating "budget" hotels in Texas. The initial general partners of the Partnership were Michael G. Guhin, William E. Hauck, Dennis A. Brown and William E. Wells (the "Original General Partners").
The Partnership was initially capitalized through a public offering and sale of 2,437 Units of Limited Partnership interest (the "Interests"). The Interests were sold for a purchase price of $500 per Interest. The initial offering terminated in October 1980. A second public offering of 7,563 Interests was completed in March 1982. The total capitalization of the Partnership was 10,000 Interests for an aggregate of $5,000,000.
The proceeds of both offerings were used to acquire 3.5 acres of land, develop, and operate a 126 room hotel near the Houston Intercontinental Airport in Harris, County, Texas. The land which is located at the corner of Drummet (John F. Kennedy) and North Belt streets was purchased for approximately $990,000 cash. Construction of the hotel facility cost approximately $2,000,000. The Partnership paid the Original General Partners an Acquisition Fee in the amount of $203,350 for the acquisition and development of the property. In addition the Partnership paid $265,000 to construct a 23,000 square feet restaurant which was leased to a Kopper Kettle franchisee who purchased the restaurant during 1990.
The Partnership entered into a franchise agreement with a basic term of 20 years with Super 8 Motels, Inc. and paid a franchise fee of $15,000 plus $100 for each guest room over 120. Under the terms of the franchise agreement the Partnership paid monthly franchise fees equal to 4% of gross room revenue and an additional 1% of gross room revenues to a Super 8 advertising fund managed by the franchisor. One-half of the franchise fees for the first five years and three-fourths of such fees since that time were retained by Super 8 Motels, Inc. The balance of such fees were paid to the Original General Partners.
In September 1993, Super 8 Motels, Inc. (Super 8) and the Partnership agreed to terminate the Super 8 System Franchise agreement (Franchise Agreement) dated November 13, 1980. The Partnership executed an agreement with Super 8's affiliate, Ramada Franchise Systems, Inc. (Ramada) to convert the hotel to a Ramada Limited facility. The conversion was effective June 30, 1994. Under the new agreement, the Partnership pays to the franchisor monthly, fees equal to 3.5% of its gross room revenues through June 29, 1995 and 4% thereafter, and contributes 4.5% of its gross room revenues to a fund administrated by the franchisor for advertising, promotion, training, reservation and other related services and programs.
From 1983 through 1985 the Partnership's hotel was managed by Super 8 Management, Inc. a subsidiary of Super 8 Motels, Inc., an affiliate of the Original General Partners. From 1986 through May 31, 1989 the hotel was managed by Brown, Brosche Financial, Inc., an affiliate of the Original General Partners. On June 1, 1989 Westbrooke Hospitality Corporation ("WHC") became manager of the Partnership property (the "Property Manager"). See Item 3. Legal Proceedings.
Narrative Description of Partnership's Business
On June 1, 1989 Martin J. Cohen and Two-Two-Two Hotel, Inc. ("TWO") became the new general partners of the Partnership. TWO is wholly owned by the Property Manager. For its property management services the Property Manager receives a base management fee equal to the greater of: three percent (3%) of the gross revenue of the hotel or $36,000. The Property Manager is also entitled to receive an incentive management fee equal to ten percent (10%) of the gross operating profit. For the year ended December 27, 1996, the Property Manager received aggregate fees of $68,050.
The Property Manager employs five (5) desk clerks, Thirteen (13) housekeepers, one (1) houseman, one (1) laundry worker, one (1) bellmen/van driver, one (1) hospitality attendant, three (3) maintenance men, one (1) sales director and one (1) hotel manager. Twelve (12) of such employees are part-time.
The occupancy percentages and average daily room rates at the hotel and the annual cost of operations for the past five years are set forth below:
Annual Operating Percent Average Annual Expenses Annual Daily Operating Less Depreciation Year Occupancy Room Rate Revenue and Amortization
1996 79% $37.04 $1,403,060 $1,289,306 1995 76% $34.74 $1,266,281 $1,186,347 1994 69% $32.42 $1,071,174 $ 1,059,372 1993 58% $30.96 $ 876,428 $ 818,591 1992 47% $30.01 $ 730,977 $ 878,017
In addition to the operating expenses paid in 1996, 1995 and 1994, the Partnership spent $62,636, $6,606 and $451,256, respectively, on capital additions.
The hotel is located in a highly competitive market area. There are approximately 5,600 hotel rooms in the general vicinity of the hotel. Many of these hotels have much greater financial resources and more experienced personnel than that of the Partnership. Most are a part of national chains with high consumer name recognition. There has and continues to be an over supply of hotel rooms in the area surrounding the location of the Partnership's hotel.
Set forth below is a comparison of certain hotels that compete with the Partnership.
Average Percent Published Special Percent Number Annual Single Airline Airline Property of Rooms Occupancy Room Rate Rate Business # % $ $ % Holiday Inn Express 200 49 58 N/A N/A Sheraton 420 66 150 60 15 Hyatt 309 79 129 50 5 Holiday Inn 306 72 129 45 30 La Quinta 122 68 63-70 N/A N/A Clarion 220 73 79 29-37 35 Budgetele 107 53 53 N/A N/A Days Inn 172 41 62 30-35 20 Hampton 150 51 78 30-35 20 Sleep Inn 107 68 66 35-39 10
The foregoing information was obtained by the hotel manager in March 1997 in telephone conversations with personnel of the other properties. The information has not been verified by any third party. Therefore, there can be no assurance that the information represents the actual rates or operations of such properties.
Employees of the various airlines which service the Houston Intercontinental Airport provided approximately 45% of the room rentals at the hotel during 1996 and approximately 25% to 30% in 1994 and 1995. Airline employees currently pay a daily single rate of $31 for lodging at the Partnership's hotel. The Property Manager anticipates that airline employee lodging will result in daily room rentals of approximately 45% of the hotel's 126 rooms in 1997.
Because competition is so intense in the area and the number of room rentals by airline employees and airline contract business, the Partnership's hotel average room rate of $37.04 is below the current published room rates. Set forth below are the Partnership's current published room rates.
Published Daily Room Number of Occupants and Room Type Rate One person, one bed $60.00 Two persons, one bed $67.00 Two persons, two beds $67.00 Three persons, two beds $74.00 Four persons, two beds $81.00
Item 2.
Item 2. Properties.
The Partnership owns in fee simple approximately 2.72 gross acres of real property at the northeast corner of the intersection of Drummet (John F. Kennedy) and North Belt streets in Harris County Texas. The property is approximately 15 miles north of downtown Houston. It is a part of the World Houston International Business Center. The Partnership owns a building that is located on the real property. The building is a three story 126 hotel that rents rooms on a daily basis. The hotel also has one hospitality room, two rooms rented as offices, an exercise room and a swimming pool with a spa and sauna. The hotel building is constructed of stucco over a wood frame in a pseudo-Tudor design. The guest rooms contain approximately 220 square feet and can accommodate one to four occupants. In addition to the sleeping area which contains one or two beds, there are clothing storage and dressing areas and bathroom with a tub/shower combination in each guest room. All the guest rooms are fully carpeted and decorated in a similar fashion.
In September 1990, the Partnership sold its 23,000 square foot restaurant building and approximately .78 acres of land for $500,000.
Item 3.
Item 3. Legal Proceedings.
On January 9, 1989, a Limited Partner filed a law suit in the District Court of Dallas County, Texas for the benefit of the majority of Limited Partners naming the Original Limited Partners as defendants and seeking to enjoin the sale of the Partnership's property and dissolution of the Partnership; requesting the court to remove the Original General Partners and Appoint the Current General Partners; and, enforce the provisions of the limited partnership agreement relating to dissolution, removal of General Partners and amendment of the Partnership agreement. On March 24, 1989 the court signed an agreed order of summary judgment in favor of the Limited Partners.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted during the fourth quarter of the fiscal year ended December 27, 1996 to a vote of the limited partners.
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PART II
Item 5.
Item 5. Market for registrant's Common Equity and Related Stockholder Matters.
Market Information
There is no trading market for the Interests of the Partnership and none is expected to develop.
Holders
As of December 27, 1996, approximately 720 persons held Interests of the Partnership.
Dividends
The Partnership does not make dividend distributions. Under the terms of the Limited Partnership Agreement the Limited and General Partners are entitled to receive cash distributions, if any, from the Partnership. Effective June 1, 1989, the Limited Partners are entitled to receive pro rata, based on the number of the Interests held by a person bears to the total Interests outstanding, 99% of such cash distribution. The General Partner is entitled to 1% of such distribution.
The Partnership has not made any cash distributions since the first quarter of 1984. The General Partners do not anticipate that the Partnership will have any cash available for distribution to the Partners in 1997.
Item 6.
Item 6. Selected Financial Data.
Set forth below is selected financial data of the Partnership for the past five years. This financial data should be read in conjunction with the financial statements and related notes included elsewhere in this report.
Fiscal Year Ended 1996 1995 1994 1993 1992 Gross Revenues $1,403,060 1,266,281 1,071,174 876,428 730,977 Net Income(Loss)$(34,722) (60,276) 32,729 (40,566)(231,346) Net Income(Loss) Per Unit $(3.44) (5.97) 3.24 (4.02) (22.90) Total Assets $2,774,127 2,847,672 2,944,914 2,611,092 2,667,036 Long-Term Obligations$ 281,838 326,838 371,838 134,012 134,012 Cash Distri buted Per Interest $ 0.00 0.00 0.00 0.00 0.00
Item 7.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Results of Operations
1996 Versus 1995
Total revenues from the Partnership's hotel operations increased by $136,779 from $1,266,281 in 1995 to $1,403,060 in 1996. The hotel's change in room revenues was a result of a 6.6% increase in the average daily rate from $34.74 in 1995 to $37.04 in 1996, while occupancy increased from 76% in 1995 to 79% in 1996. Management attributes the increase in occupancy to improved economic conditions in the area, increased marketing efforts of the facility, change to the Ramada Limited franchise and the favorable guests' response to the renovation completed in 1994. Other revenues (primarily consisting of telephone revenues, interest income and other hotel guest charges) increased 3.6% or $2,137 between 1996 and 1995. The major increase in other revenues was the result of an increase in telephone revenues.
The net loss from operations decreased from $60,276 in 1995 to $34,722 in 1996. The decrease in net losses resulted from the increase in operating revenues in excess of the increase in operating expenses as further described below.
Operating expenses increased by $111,230 from $1,326,557 in 1995 to $1,437,787 in 1996. Substantial increases in room expenses were incurred as a result of additional costs associated with the increase in the number of rooms occupied in 1996 over 1995. Depreciation and amortization expenses increased by $8,271 in 1996 as a result of the depreciation expense incurred on the capital improvements placed in service during 1996. Property taxes increased by $13,186 in 1996 as a result of the capital expenditures incurred and the improved operating performance of the hotel. Franchise fees increased by $13,143 in 1996 as a result of the increase in room revenue. Management fees increased by $7,431 in 1996 as a result of the increase in total revenue and the improved operating performance of the hotel. Maintenance and repairs increased by $25,434 in 1996 as a result of the additional expenditures required to maintain the facility subsequent to the renovation completed in 1994.
1995 Versus 1994 Total revenues from the Partnership's hotel operations increased by $195,107 from $1,071,174 in 1994 to $1,266,281 in 1995. The hotel's change in room revenues was a result of a 7.2% increase in the average daily rate from $32.42 in 1994 to $34.74 in 1995, while occupancy increased from 69% in 1994 to 76% in 1995. Management attributes the increase in occupancy to improved economic conditions in the area, increased marketing efforts of the facility, change to the Ramada Limited franchise and the favorable guests' response to the renovation completed in 1994. Other revenues (primarily consisting of telephone revenues, interest income and other hotel guest charges) increased 12.4% or $6,578 between 1995 and 1994. The major increase in other revenues was the result of an increase in telephone revenues.
The net loss from operations decreased from $101,283 in 1994 to $60,276 in 1995. The decrease in net losses resulted from the increase in operating revenues in excess of the increase in operating expenses as further described below. The partnership recognized an unusual item for the reduction of deferred management fees of $134,012 in 1994, resulting in net income for 1994 of $32,729.
Operating expenses increased by $154,100 from $1,172,457 in 1994 to $1,326,557 in 1995. Substantial increases in room expenses were incurred as a result of additional costs associated with the increase in the number of rooms occupied in 1995 over 1994. Depreciation and amortization expenses increased by $27,125 in 1995 as a result of the depreciation expense incurred on the capital improvements placed in service in June 1994. Interest expense increased by $20,387 in 1995 as a result of the financing costs incurred to fund the capital improvements required for the conversion. Franchise fees increased by $33,977 in 1995 as a result of the increase in room revenue and the higher fees charged by Ramada.
Inflation
The Partnership's costs of operations, including labor, supplies, utilities, insurance and real estate taxes are significantly affected by inflationary factors. The Partnership pays many of its hourly employees at or slightly above the federal mandated minimum wage requirements. The increase in the federal minimum wage rate effective in October 1996 resulted in higher costs to the Partnership.
Financial Condition, Liquidity and Capital Resources
At December 27, 1996, the Partnership's current liabilities of $212,513 exceeded its current assets of $150,287 by $62,226. In 1996 the Partnership's current assets increased by $20,818 and its current liabilities increased by $6,117. The increase in current assets and decrease in current liabilities is principally the result of the improvement in cash flow from operations in 1996 over 1995.
Management attributes the Partnership's present lack of liquidity, as reflected by the above numbers, to negative cash flow from operations in previous years and major capital expenditures in 1992 and 1994. Whereas in earlier years the Partnership had offset negative cash flow from operations through the sale of the restaurant building, no such source is possible to offset future operating losses or capital expenditures.
Outlook
The Partnership or its representatives from time to time may make or may have made certain forward-looking statements, whether orally or in writing, including without limitation any such statements made or to be made in the Management's Discussion and Analysis of Financial Condition and Results of Operations, press releases and other information contained in its filings with the Securities and Exchange Commission. The Company wishes to ensure that such statements are accompanied by meaningful cautionary statements, so as to ensure to the fullest extent possible the protections of the safe harbor established in the Private Securities Litigation Reform Act of 1995. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.
In previous years the hotel has relied on contract airline business to provide a substantial portion of the hotel's annual room revenue. Management anticipates the contract airline business to provide a substantial portion of the 1997 occupancy which is estimated to approach 80%, with average daily rates in the range of $37.00 to $39.00 for the year. However, several new hotels are under development in the area which may negatively impact the occupancy of the hotel in future years.
Item 8.
Item 8. Financial Statements and Supplementary Data.
See Financial statements and Notes to Financial Statements attached here at pages through.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
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PART III Item 10.
Item 10. Directors and Executive Officer of Registrant.
The Partnership Agreement was Amended and Restated effective June 1, 1989 to admit Martin J. Cohen and Two-Two-Two Hotel, Inc., a Texas corporation, the General Partners of the Partnership.
Martin J. Cohen, age 61, is the Managing General Partner of the Partnership. Mr. Cohen has since June 1987 owned and operated Martin J. Cohen Financial Services, a financial planning and investment services company. Prior to forming his present company Mr. Cohen was from 1978 a principal with Balanced Financial Corporation which was also a financial planning and investment services company. Between 1960 and 1978, he was a registered representative with Eppler, Guerin & Turner a Dallas, Texas based New York Stock Exchange brokerage firm. Mr. Cohen has not previously managed a limited partnership.
Two-Two-Two Hotel, Inc. is a wholly owned subsidiary of WHC. WHC effective June 1, 1989 became the Property Manager of the Partnership property, a 126 room hotel near the Houston Intercontinental Airport. WHC is located at 4441 West Airport Frwy, Irving, TX 75062, phone number (972) 258-0900.
Peter A. Gerard, age 51 is President, Treasurer and Director of TWO. Mr. Gerard has been Chairman of WHC since January 1993. From May 1984 until January 1993, he served as Executive Vice President for the Company. Prior to joining WHC he was a senior vice-president for corporate finance with Schneider, Bernet & Hickman, a Dallas based stock brokerage company. Mr. Gerard holds a bachelor's degree from Yale and a MBA from Harvard.
Albert E. Stevens, age 44, is Vice-President, Secretary and Director of TWO. Mr. Stevens has served as President of WHC since January 1993. Prior to assuming this position he had since 1972 served in several operating positions with WHC. Mr. Stevens holds a bachelor's degree from the University of Texas at Arlington and a MBA from Southern Methodist University.
The principals of WHC have managed hotels since 1972. WHC currently has six hotel facilities under management in four states. WHC has been involved in "turnaround" management of troubled hotel properties. WHC utilizes computerized accounting and control systems that track each property and generates daily management reports. WHC has an in house training program and a planned marketing and sales program for each property it manages.
Item 11.
Item 11. Executive Compensation
Managing General Partner Fee.
Under the terms of the Amended Partnership Agreement Martin J. Cohen is entitled to receive a fee of $50.00 per hour plus expenses for the time he spends conducting the affairs of the Partnership. Under this provision Mr. Cohen received $10,400, 8,600 and $9,800 for 1996, 1995 and 1994, respectively.
Property Management Fee.
Under the terms of the management contract between the Partnership and WHC, WHC shall be entitled to receive a base management fee equal to the greater of: three percent (3%) of the Gross Revenue of the Partnership property or $36,000 per year. Management fees were $42,044, $37,979 and $36,000 for 1996, 1995 and 1994, respectively. In addition to the base management fee, WHC is entitled to an incentive management fee equal to ten percent (10%) of the gross operating profit, as defined. Incentive management fees were $26,006, $22,640 and $11,267 for 1996, 1995 and 1994, respectively.
Accounting Service Fee.
Under the terms of the management contract, Westbrooke Financial Services Corporation, a wholly owned subsidiary of WHC, provides accounting, data processing and internal auditing to the property. Service fees of $28,000, $26,346 and $13,000 were paid for 1996, 1995 and 1994, respectively.
General Partners' Interest in Cash Available for Distribution.
Under the terms of the Amended Partnership Agreement the General Partners will receive 1% of cash distributions from the Partnership.
General Partners' Interest In Net Proceeds of Sales and Financing of Partnership Property.
After the Limited Partners have received 100% of their capital contribution from all sources, any remaining proceeds of sale of the property or financing shall be distributed 85% and 15% respectively to the Limited Partners and the General Partners.
Sharing Among the General Partners.
The Current General Partners have entered into an agreement among General Partners which provides for Mr. Cohen to approve WHC's operating budget for the Partnership property. The agreement also provides that the General Partners shall each receive fifty percent (50%) of any General Partner cash distributions from the Partnership.
General Partners' Option to Purchase Partnership Interest.
The amended and restated Partnership agreement provides that the General Partners have an option for 120 months to acquire a 20% interest in the partnership upon the payment of $500,000 to the Partnership.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Security Ownership of Certain Beneficial Owners.
No person is known by the Partnership to be the beneficial owner of more than 5% of the Interest.
Equity Ownership of Management.
Neither of the General Partners own any Limited Partner Interests of the Partnership.
Changes In Control.
The Partnership agreement provides that the General Partners may be removed and a successor General Partner appointed by a majority vote of the Limited Partners.
There are no arrangements, known to the Partnership, including any pledge by any person of Interests of the Partnership, the operation of which may at a subsequent date result in a change of control of the Partnership.
Item 13.
Item 13. Certain Relationships and Related Transactions.
See: Item 11. Executive Compensation.
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PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1, 2, d. The financial statements and related schedules are listed in the Index to Financial Statements and Schedules in item 8 of this Report and are incorporated herein by reference in answer to this Item 14a and 1, 2, and d.
3. Exhibits
(10) Material Contracts
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the period covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) 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.
March 25, 1997 SUPER 8 MOTELS TEXAS, LTD.
/s/ Martin J. Cohen
Martin J. Cohen, Managing General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Martin J. Cohen
Martin J. Cohen, Managing General Partner, principal executive officer of Registrant
March 25, 1997
Two-Two-Two Hotel, Inc., General Partner, principal executive officer of Registrant
/s/ Peter A. Gerard Peter A. Gerard, President
March 25, 1997
INDEX OF EXHIBITS
ITEM DESCRIPTION PAGE
(3) & (4) Second Amended and Restated Certificate of Limited Partnership*
(10)
10.1 Super 8 Franchise Agreement*
10.2 Restaurant Lease*
10.3 Property Management Agreement*
10.4 Contract of Sale of Restaurant and Related Land**
10.5 Ramada Limited Franchise Agreement*** _______________________________ * Incorporated by reference from Registrants Form 10-K for the year ended December 29, 1989.
**Incorporated by reference from Registrants Form 10-K for the year ended December 28, 1990.
***Incorporated by reference from Registrants Form 10-K for the year ended December 31. 1993.