Item 1. BUSINESS
General Development of Business
Super 8 Motels, Ltd. (the "Partnership") is a limited partnership which was organized under the California Uniform Limited Partnership Act on August 25, 1978. The general partner of the Partnership is Grotewohl Management Services, Inc. (the "General Partner"), a California corporation which is 50% owned by Philip B. Grotewohl.
In an offering which terminated on January 8, 1979, 5,000 units of limited partnership interest in the Partnership (the "Units") were offered and sold at a purchase price of $1,000 per Unit.
The proceeds of the offering have been expended for the acquisition (by lease) and development of three properties located in South San Francisco, Modesto and Sacramento County, California, all of which are currently operational motel properties. These motels are managed and operated by the Partnership under the name "Super 8 Motel."
Narrative Description of Business
(a) Franchise Agreements
The Partnership operates each of its motel properties as a franchisee of Super 8 Motels, Inc. through sub-franchises obtained from Super 8 Management Corporation. In March 1988, Brown & Grotewohl, a California general partnership that is an affiliate of the General Partner (the "Manager"), became sub-franchisor in the stead of Super 8 Management Corporation. As of November 10, 1997, Super 8 Motels, Inc. had franchised a total of 1,619 motels having an aggregate of 98,000 guestrooms in operation. Super 8 Motels, Inc. is a wholly-owned subsidiary of Hospitality Franchise Systems, Inc.
The objective of the Super 8 Motel chain is to maintain a competitive position in the motel industry by offering to the public comfortable, no-frills accommodations at a budget price. Each Super 8 Motel provides its guests with attractively decorated rooms, free color television, direct dial telephone and other basic amenities, but eliminates or modifies other items to provide substantial cost reduction without seriously affecting comfort or convenience. Some of these savings are accomplished by reductions in room size, elimination of expensive lobbies, and by substantial economies in building construction.
By the terms of each franchise agreement with Super 8 Motels, Inc., the Partnership pays monthly franchise fees equal to 4% of its gross room revenues (half of which is paid to the sub-franchisor) and contributes an additional 1% of its gross room revenues to a fund administered by Super 8 Motels, Inc. to finance the national reservation and promotions program.
(b) Operation of the Motels
The General Partner manages and operates the Partnership's motels. The General Partner's management responsibilities include, but are not limited to, supervision and direction of the Partnership's employees having direct responsibility for the operation of each motel, establishment of room rates and direction of the promotional activities of the Partnership's employees. In addition, the General Partner directs the purchase of replacement equipment and supplies, maintenance activity and the engagement or selection of all vendors, suppliers and independent contractors. The Partnership's financial activities are performed by the individual motel staffs and a centralized accounting staff, all of which work under the direction of the General Partner. Together, these staffs perform all bookkeeping duties in connection with each motel, including all collections and all disbursements to be paid out of funds generated by motel operations or otherwise supplied by the Partnership.
As of December 31, 1997, the Partnership employed a total of 59 persons, either full or part-time at its three motel properties, including 20 desk clerks, 31 housekeeping and laundry personnel, three maintenance personnel, two van drivers, and three motel managers.
In addition, and as of the same date, the Partnership employed 11 persons in administrative positions at its central office in Sacramento, California, all of whom worked for the Partnership on a part-time basis. They included accounting, investor service, sales and marketing and motel supervisory personnel, secretarial personnel, and purchasing personnel. Employed by the Partnership on a part-time basis are David and Mark Grotewohl. David Grotewohl, an attorney, is the Partnership's general counsel and is the Director of Operations. Mark Grotewohl is the manager of the Sacramento motel and is the Director of Marketing and Sales.
(c) Property Acquisition and Development
The net proceeds of the offering of the Units, and financing in the amount of $850,000 secured by deeds of trust on each of the three Partnership motels, was expended in connection with the acquisition (by lease) and development of three properties located in South San Francisco, Modesto and Sacramento County, California, respectively.
It is the present intention of the General Partner that the proceeds of any sale or refinancing be distributed to the Limited Partners rather than reinvested.
(d) Competition
As discussed in greater detail below, each area in which its motel properties are located the Partnership faces intense competition from motels of varying quality and size, including other budget motels which are part of nationwide chains and which have access to nationwide reservation systems.
Super 8 Motels offer accommodations at the upper end, in terms of facilities and prices, of the budget segment of the lodging industry. Generally, Super 8 Motels offer larger rooms and higher quality furnishings at higher rates than motels franchised under the trade-names Motel 6, California 6, Western 6, Regal 8, and E-Z 8.
Item 2.
Item 2. PROPERTIES
The net proceeds of the offering of Units have been expended for the acquisition (by lease) and development of three properties located in Sacramento County, South San Francisco and Modesto, California. The aggregate acquisition and development cost of the properties was funded with such proceeds and financing in the amount of $850,000 secured by deeds of trust to each of the motels. This original loan was repaid on April 8,1988 with the proceeds of the San Francisco Federal Savings & Loan Association (SFFSLA) loan described in Note 6 of the Financial Statements. The SFFSLA loan bears interest at the rate of 3% over the Federal Home Loan Bank Board 11th District Cost of Funds with a minimum interest rate of 8.5% and requires monthly payments of principal and interest in the amount of $9,061. The SFFSLA loan, which is secured by a deed of trust encumbering the South San Francisco motel, matures May 1, 2003, at which time a "balloon" payment of approximately $740,000 will be due and payable. SFFSLA has become California Federal Bank.
(a) Sacramento County
Description of Motel. The Partnership is the lessee of approximately 241,000 square feet of land located at the northeast corner of Madison Avenue and Hillsdale Boulevard, and adjacent to Interstate Highway 80, in Sacramento County, California. The site is located to the east of the City of Sacramento. The Partnership has constructed a 128-room motel on the site. Construction of the motel was completed and the motel commenced operations in April 1980.
The property site consists of two leased parcels. The leases provide for payment by the Partnership of all taxes, utilities and costs of maintenance in addition to the monthly rent, and will expire on June 30, 2013. Pursuant to the lease agreements, the Partnership has five consecutive 10-year renewal options. The leases provide for adjustments to the monthly rent every two years according to changes in the Consumer Price Index for all Urban Consumers for the San Francisco-Oakland Area (the "CPI"). The total monthly rent was adjusted to $9,719 ($116,630 annually) as of July 1, 1996.
The leases provide that the improvements constructed by the Partnership on the leased premises will remain the property of the Partnership during the lease term but that upon expiration of the leases, title to any such improvements will pass to the lessor. The Partnership has subleased several unused portions of the motel site as described below. As a result of the development discussed below, the General Partner regards the Sacramento site as completely developed.
Madison Avenue Properties Sublease. On February 25, 1983 the Partnership entered into a sublease with Madison Avenue Properties (an unaffiliated developer which is a general partnership of which Jim White, Norbert J. Havlick, William J. Hughes, Jr. and Merle D. Gilliland are the partners) of an undeveloped portion of the motel site comprising approximately 38,000 square feet. Construction of a restaurant and cocktail lounge facility on the property was completed and the facility opened for business in April 1984.
The sublease to Madison Avenue Properties extends through March 31, 2003, and has five consecutive 10-year renewal options (but does not require the Partnership to extend the term of its master leases for the property.) The cost of improvements and all maintenance, taxes and utilities are the responsibility of the sublessee. The Partnership and the fee owner of the property have agreed to subordinate their interests therein to encumbrances securing permanent financing for the restaurant and cocktail lounge facility.
The annual rent payable to the Partnership is equal to the greater of 1.5% of gross receipts generated by the restaurant and cocktail lounge facility, or a fixed annual rent. The fixed annual rent is adjusted every two years according to changes in the CPI. On April 1, 1996 the fixed annual rent was increased to $35,736.
The total rent earned by the Partnership during the last three years is as follows: Year Rent ---- ------- 1995 $34,385 1996 $35,398 1997 $35,736
KMH Trinity Properties Sublease. During December 1986, the Partnership entered into a sublease with KMH Trinity Properties ("KMH") of another undeveloped portion of the motel site consisting of approximately 33,000 square feet. KMH is an unaffiliated limited partnership of which Kenneth L. Mackey and William J. Hughes, Jr. are the general partners.
The sublease to KMH is for a term expiring on June 30, 2013, with five consecutive 10-year renewal options exercisable by KMH. Because the initial terms of the Partnership's leases of the overall motel property end on June 30, 2013, the Partnership has agreed in the sublease to exercise up to two of its 10-year renewal options in the event that KMH elects to extend the basic term of its sublease with the Partnership.
The sublease provides for a minimum annual rent that is adjusted every two years for changes in the CPI. On December 1, 1996 the minimum annual rent was adjusted to $31,092.
Pursuant to the sublease, KMH has developed and is operating a retail shopping center on the subleased land. KMH is required to pay, in addition to the minimum rent described above, 25% of all rent received each year from tenants of the shopping center in excess of a sum which is equal to $1.05 multiplied by the rentable square footage of the shopping center (9,930 square feet). The shopping center opened in September 1987. The total annual rent (including the minimum rent) earned by the Partnership during the last three years is as follows:
Year Rent ---- ------- 1995 $29,672 1996 $29,885 1997 $31,092
Sterling Equity Investments Sublease. During November 1987, the Partnership entered into a sublease with Sterling Equity Investments ("Sterling") of an undeveloped portion of the motel site consisting of approximately 27,000 square feet. Sterling is an unaffiliated general partnership of which Kenneth L. Mackey and William J. Hughes, Jr. are the partners.
The sublease is for a term expiring on June 30, 2013, with five consecutive 10-year renewal options exercisable by Sterling. Because the initial terms of the Partnership's leases of the property end on June 30, 2013, the Partnership has agreed in the sublease to exercise up to two of its 10-year renewal options in the event that Sterling elects to extend the basic term of its sublease with the Partnership.
The sublease provides for a minimum annual rent which is adjusted every two years for changes in the CPI. On November 12, 1997, the minimum annual rent was adjusted to $20,868.
Pursuant to the sublease Sterling has developed and is operating a retail shopping center on the subleased land. Sterling is required to pay, in addition to the minimum rent described above, 25% of all rent received in each year from tenants of the shopping center in excess of a sum which is equal to $1.10 multiplied by the rentable square footage of the shopping center (9,069 square feet). The shopping center opened in July 1988. The total annual rent (including the minimum rent) earned by the Partnership during the last three years is as follows:
Year Rent ---- ------- 1995 $19,001 1996 $19,676 1997 $19,835
Motel Operations. The Sacramento motel achieved the following average occupancy rates and average room rates for the years 1997, 1996 and 1995:
Annual Averages 1997 1996 1995 ------------------------------------------ Average Occupancy 58.4% 55.5% 53.8% Average Room Rate $42.09 $40.37 $41.06
The following lodging facilities provide direct and indirect competition to the Partnership's Sacramento County motel: NUMBER DISTANCE FROM FACILITY OF ROOMS THE MOTEL --------------- -------- -------------- Motel 6 82 Across Street Holiday Inn 350 0.25 miles La Quinta Motel 130 0.50 miles Oxford Suites 131 5.00 miles
The Sacramento County motel's patronage consists primarily of leisure, military and corporate sources. The motel has significant weekend patronage from sports teams and vacation travelers. In 1997 the McCllelan Air Force base provided approximately 11% of the occupied rooms and 8% of the motel's room revenue, in 1996 approximately 15% of the occupied rooms and 11% of the motel's room revenue, and in 1995 approximately 14% of the room revenue and approximately 19% of the occupied rooms. The base added 30 rooms of on-base transient housing during 1994 which caused its share of occupancy to decline from 30% in 1994. McCllelan Air Force Base is scheduled for complete closure in 2001. No other customer supplies as much as 5% of the motel's patronage.
(b) South San Francisco
Description of Motel. The Partnership is the lessee of two parcels of approximately 81,330 square feet of land located at the corner of Mitchell and West Harris Avenues in the City of South San Francisco, approximately two miles north of the San Francisco International Airport. One of the two parcels leased was pursuant to a sublease until the Partnership's landlord purchased the subleased area in 1984 from an unrelated party. In 1984 the original lease was modified to reflect the changed ownership, and has substantially the same terms and conditions as the original lease. The Partnership has constructed a 117-room motel on the site. Construction of the motel was completed and motel operations commenced on December 5, 1979.
The leases provide for payment by the Partnership of all taxes, utilities and costs of maintenance and expire, according to their terms, on December 31, 2007. Each lease provides for five consecutive five-year renewal options exercisable by the Partnership. The monthly rent for each parcel is adjusted at five-year intervals according to changes in the CPI. As of December 15, 1993 the rent was adjusted to $7,547 per month ($90,564 per year).
Improvements constructed by the Partnership on the subleased premises will remain the property of the Partnership during the sublease term. However, upon the expiration of the subleases, title to any such improvements will pass to the lessor.
Motel Operation. The South San Francisco motel achieved the following average occupancy rates and average room rates for the years 1997, 1996 and 1995:
Annual Averages 1997 1996 1995 --------------------------------------- Average Occupancy 83.7% 78.3% 69.4% Average Room Rate $59.68 $53.83 $49.43
The following lodging facilities provide direct and indirect competition to the Partnership's South San Francisco motel: APPROXIMATE NUMBER DISTANCE FACILITY OF ROOMS FROM THE MOTEL ------------------- -------- -------------- Ramada Inn 250 Across Street Econo Lodge 51 Adjacent La Quinta Motor Inn 174 0.25 miles TraveLodge 200 0.50 miles Grosvenor Inn 210 0.50 miles Comfort Suites 165 1.00 mile Days Inn 200 2.00 miles
The major sources of patronage at the motel are leisure travelers and business travelers. No single account supplies as much as 5% of the motel's patronage.
(c) Modesto
Description of Motel. The Partnership is the lessee of 2.188 acres of land in the City of Modesto on Orangeburg Avenue near Evergreen Road, located immediately east of U.S. Highway 99, upon which it has constructed an 80-room motel. Construction of the motel was completed and operations commenced during April 1980.
The lease term will expire on September 13, 2029. The lease may be extended at the Partnership's option for three additional 10-year periods. The monthly rent is adjusted at three-year intervals according to changes in the CPI. The rent was adjusted effective September 15, 1996 to $5,913 per month ($70,954 per year).
During the term of the lease, the Partnership is responsible for the payment of all taxes, utilities and costs of maintenance. The lease provides that the improvements on the premises are the property of the Partnership until the termination of the lease, at which time they will become the property of the lessor.
Motel Operation. The Modesto motel achieved the following average occupancy rates and average room rates for the years 1997, 1996 and 1995:
Annual Averages 1997 1996 1995 ---------------------------------------- Average Occupancy 60.1% 66.8% 73.2% Average Room Rate $44.70 $41.63 $41.06
The following lodging facilities provide direct and indirect competition to the Partnership's Modesto motel:
APPROXIMATE NUMBER DISTANCE FACILITY OF ROOMS FROM THE MOTEL ---------------------- -------- -------------- Ramada Inn 115 0.10 mile Holiday Inn 188 0.25 miles Mallard's Best Western 120 0.50 miles Red Lion 285 2.00 miles
The major sources of patronage at the Modesto motel are business travelers, leisure travelers and many sports teams attending athletic events in the area. No single account generates as much as 5% of the motel's total patronage.
Item 3.
Item 3. LEGAL PROCEEDINGS
On October 27, 1997 a complaint was filed in the United States District Court, Eastern District of California by the registrant, the Managing General Partner, and four other limited partnerships (together with the registrant, the "Partnerships") as to which Grotewohl Management Services, Inc. serves as general partner (i.e., Super 8 Motels II, Ltd., Super 8 Motels III, Ltd., Super 8 Economy Lodging IV, Ltd., and Famous Host Lodging V, L.P.), as plaintiffs. The complaint named as defendants Everest/Madison Investors, LLC, Everest Lodging Investors, LLC, Everest Properties, LLC, Everest Partners, LLC, Everest Properties II, LLC, Everest Properties, Inc., W. Robert Kohorst, David I. Lesser, The Blackacre Capital Group, L.P., Blackacre Capital Management Corp., Jeffrey B. Citron, Ronald J. Kravit, and Stephen P. Enquist (the "Everest Defendants"). The factual basis underlying the plaintiffs' causes of actions pertained to tender offers directed by certain of the defendants to limited partners of the Partnerships, and to indications of interest made by certain of the defendants in purchasing the property of the Partnerships. The complaint requested the following relief: (i) a declaration that each of the defendants had violated Sections 13(d), 14(d) and 14(e) of the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations promulgated by the Securities and Exchange Commission thereunder; (ii) a declaration that certain of the defendants had violated Section 15(a) of the Exchange Act and the rules and regulations thereunder; (iii) an order permanently enjoining the defendants from (a) soliciting tenders of or accepting for purchase securities of the Partnerships, (b) exercising any voting rights attendant to the securities already acquired, (c) soliciting proxies, and (d) violating Sections 13 or 14 of the Exchange Act or the rules and regulations promulgated thereunder; (iv) an order enjoining certain of the defendants from violating Section 15(a) of the Exchange Act and the rules and regulations promulgated thereunder; (v) an order directing certain of the defendants to offer to each person who sold securities to such defendants the right to rescind such sale; and (vi) a declaration that the Partnerships need not provide to the defendants a list of limited partners in the Partnerships or any other information respecting the Partnerships which is not publicly available.
On October 28, 1997 a complaint was filed in the Superior Court of the State of California, Sacramento County by Everest Lodging Investors, LLC and Everest/Madison Investors, LLC, as plaintiffs, against Philip B. Grotewohl, Grotewohl Management Services, Inc., Kenneth M. Sanders, Robert J. Dana, Borel Associates, and BWC Incorporated, as defendants, and the Partnerships, as nominal defendants. The factual basis underlying the causes of action pertains to the receipt by the defendants of franchise fees and reimbursement of expenses, the indications of interest made by the plaintiffs in purchasing the properties of the nominal defendants, and the alleged refusal of the defendants to provide information required by the terms of the Partnerships' partnership agreements and California law. The complaint requested the following relief: (i) a declaration that the action was a proper derivative action; (ii) an order requiring the defendants to discharge their fiduciary duties to the Partnerships and to enjoin them from breaching their fiduciary duties; (iii) disgorgement of certain profits; (iv) appointment of a receiver; and (v) an award for damages in an amount to be determined.
On February 20, 1998, the parties entered into a settlement agreement and both of the above complaints were dismissed. Pursuant to the terms of the settlement agreement, among other things, the General Partner has agreed to proceed with the marketing for sale of the properties of the Partnerships, if by June 30, 1998, it receives an offer to purchase one or more properties for a cash price equal to 75% or more of the appraised value. In addition, the General Partner has agreed to submit the offer for approval to the limited partners and other procedures as required by the partnership agreements and applicable law. The General Partner has also agreed that upon the sale of one or more properties, to distribute promptly the proceeds of the sale after payment of payables and retention of reserves to pay anticipated expenses. The Everest Defendants agreed not to generally solicit the acquisition of any additional units of the Partnerships without first filing necessary documents with the SEC. Under the terms of the settlement agreement, the Partnerships have agreed to reimburse the Everest Defendants for certain costs not to exceed $60,000, to be allocated among the Partnerships. Of this amount, the Partnership will pay approximately $12,000 during the year ending December 31, 1998.
Item 4.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Inapplicable
PART II
Item 5.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
The Units are not freely transferable and no public market in the Units has developed or is expected to develop.
Holders
As of December 31, 1997, 786 investors (the "Limited Partners") held Units in the Partnership.
Distributions
In the discretion of the General Partner distributions are made from "Operational Cash Flow," defined in the Partnership's Certificate and Agreement of Limited Partnership, as amended (the "Partnership Agreement") as total cash receipts from Partnership operations less cash operating disbursements. Except for payment to the General Partner of a property management fee (see Item 11 hereof), distributions of Operational Cash Flow are generally allocated between and paid to the General Partner and Limited Partners as follows:
(1) Ninety percent to the Limited Partners;
(2) Ten percent to the General Partner.
Notwithstanding the foregoing, however, the General Partner's distributions from Operational Cash Flow are deferred and paid to the General Partner only after payment to the Limited Partners of distributions from Operational Cash Flow equal to 10% of their capital contributions, calculated on a cumulative annual basis (the "Preferred Return"), and payment to the General Partner of deferred and current property management fees. (See Item 11 hereof.) Distributions of Operational Cash Flow to the Limited Partners satisfied the Preferred Return after the distribution made for the quarter ending December 31, 1985 and in each subsequent year, together with payment of all current and accrued property management fees. (See Item 11 hereof.) Accordingly, for any year in which the Limited Partners receive the Preferred Return calculated on a cumulative annual basis and after payment of any current property management fees (see Item 11 hereof), the General Partner will be entitled to its share of distributions from Operational Cash Flow for such year.
The following distributions of Cash Available for Distribution were made to the Limited Partners during the years 1996 and 1997:
Total Amount Date Distribution Per Unit -------- ------------ -------- 2/15/96 $125,000 $25.00 5/15/96 $125,000 $25.00 8/15/96 $137,500 $27.50 11/15/96 $150,000 $30.00 2/15/97 $150,000 $30.00 5/15/97 $162,500 $32.50 6/15/97 $600,000 $120.00 8/15/97 $187,500 $37.50 11/15/97 $200,000 $40.00
See Item 11 for the amount of distributions to the General Partner.
Item 6.
Item 6. SELECTED FINANCIAL DATA
Following are selected financial data for the Partnership for its last five fiscal years ended December 31, 1997, 1996, 1995, 1994 and 1993.
SUPER 8 MOTELS, LTD.
Item 6. Selected Financial Data -----------------------
Years Ended December 31: ---------------------------------------------------------- 1997 1996 1995 1994 1993 ---------- ---------- ---------- ---------- ---------- Guest room income $4,067,156 $3,668,873 $3,373,790 $3,236,373 $3,252,522 Net Income $889,604 $807,895 $530,783 $471,069 $227,464
Per Partnership Unit: Cash distributions $260.00 $107.50 $100.00 $100.00 $100.00 Net income $176.14 $159.96 $105.10 $93.27 $45.04
December 31: ---------------------------------------------------------- 1997 1996 1995 1994 1993 ---------- ---------- ---------- ---------- ---------- Total Assets $2,490,307 $2,878,579 $2,618,110 $2,628,782 $2,671,473 Long-Term Debt $901,925 $932,561 $960,709 $986,557 $1,010,318
Item 7.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Liquidity and Capital Resources
The General Partner believes that the Partnership's liquidity, defined as its ability to generate sufficient cash to meet its cash needs, is adequate. The Partnership's current assets of $960,505 exceed its current liabilities of $248,379 by $712,126. These net current assets provide a reserve in excess of the General Partner's target of $250,000. The Partnership's primary source of internal liquidity is revenues from motel operations, which, since commencement of motel operations, have been sufficient to satisfy the Partnership's cash needs, including repayment of debt interest and principal, capital improvements and distributions to the Limited Partners and General Partner.
The Partnership's properties are currently unencumbered except for the loan described in Item 2 above, the principal balance of which was $932,561 at December 31, 1997. Although no assurance can be had in this regard, the General Partner believes that the Partnership's equity in its properties provides a potential source of external liquidity (through financing) in the event the Partnership's internal liquidity is impaired. Unless the properties are sold prior to that date, the General Partner may use excess reserves to liquidate the loan when its becomes due in 2003.
Since commencement of motel operations, the Partnership has, either by purchase or lease, expended cash for the improvement and refurbishment of its motels. All such expenditures have been funded with the Partnership's revenue from motel operations.
The Partnership expended $177,451 or 4.4% of guest room revenue on renovations and replacements during the fiscal year covered by this report. Included in the total renovations and replacements (of which $111,960 was capitalized) were $51,522 in replacement guest room and corridor carpets, $33,228 in replacement washing machines, $12,890 in tub repairs, $11,831 in replacement bedspreads, $9,246 in replacement guest room chairs, $ 8,523 for ten replacement air-conditioners , $8,494 in furniture repairs and $8,008 for replacement drapes.
The Partnership expended 3.1% of room revenue on renovation and replacements during the fiscal year ended December 31, 1997. The $112,233 expended (of which $63,372 was capitalized) included $43,534 for guest room carpet, $17,743 for painting and exterior building repairs at the South San Francisco property, $17,448 for computer system replacements, $6,394 for replacement air-conditioning units, $4,544 for replacement televisions and $4,215 for bathtub repairs.
The properties may be sold pursuant to Item 3 above.
The Partnership currently has no material commitments for capital expenditures. Its three motel properties are in full operation and no further property acquisitions or extraordinary capital expenditures are planned. The General Partner is aware of no material trends or changes with respect to the mix or relative cost of the Partnership's capital resources. Adequate working capital is expected to be generated by motel operations.
Results of Operations
Combined Financial Results
The following tables summarize the Partnership's operating results for the fiscal years ended December 31, 1995, 1996 and 1997 on a combined basis. The results of the individual properties follow in separate subsections. The income and expense numbers in the following table are shown on an accrual basis and other payments on a cash basis. Total expenditures include the operating expenses of the motels, together with the cost of capital improvements and those Partnership expenses properly allocable to such motels.
Average Average Occupancy Room Fiscal Year Ended: Rate Rate ------------------ --------- -------- December 31, 1995 64.2% $44.32
December 31, 1996 66.5% $46.39
December 31, 1997 67.9% $50.46
Total Expenditures Partnership Total and Cash Flow Fiscal Year Ended: Revenues Debt Service (1) ------------------ ------------ ------------ ----------- December 31, 1995 $3,476,890 $2,836,242 $640,648
December 31, 1996 $3,818,298 $2,832,177 $986,121
December 31, 1997 $4,218,479 $3,214,059 $1,004,420
(1) While Partnership Cash Flow as it is used here is not an amount found in the financial statements, this amount is the best indicator of the annual change in the amount, if any, available for distribution to the Limited Partners. This calculation is reconciled to the financial statement in the following table.
Reconciliation of Partnership Cash Flow included in the chart above to Net Income as shown on the Statements of Operations (in the financial statements) is as follows: 1997 1996 1995 ---------- --------- --------- Partnership Cash Flow $1,004,420 $986,121 $640,648 Principal Payments on Financial Obligations 28,148 25,862 23,747 Additions to Fixed Assets 111,960 63,372 128,748 Depreciation and Amortization (254,260) (255,459) (261,488) Other Items (664) (12,001) (872) ---------- --------- --------- Net Income $889,604 $807,895 $530,783 ========== ========= ==========
Following is a reconciliation of Partnership Cash Flow (shown above) to the aggregate total of Cash Flow from Operations for the Partnership's three motels which are segregated in the tables following this reconciliation.
1997 1996 1995 ---------- --------- --------- South San Francisco Motel $814,752 $637,439 $372,917 Sacramento Motel 240,429 284,759 195,669 Modesto Motel 52,294 93,876 108,118 ---------- --------- --------- Aggregate Cash Flow from Property Operations 1,107,475 1,016,074 676,704 Partnership Management Fees (144,444) (59,722) (55,556) Interest on Cash Reserves 36,765 28,421 17,226 Other Income (net of Other Expenses) not allocated to the individual properties 4,624 1,348 2,274 ---------- --------- --------- Partnership Cash Flow $1,004,420 $986,121 $640,648 ========== ========= =========
The Partnership's total revenue increased $400,181 or 10.5% during the fiscal year covered by this report as compared to the previous fiscal year. As discussed below, the improved revenues were generated primarily by improved average occupancies and improved average room rates at the South San Francisco motel and to a lessor degree by improved performance at the Sacramento motel.
The Partnership's total revenue increased $341,408 or 9.8% during the fiscal ended December 31, 1996 as compared to the previous fiscal year. As discussed below, the improved revenues were generated primarily by improved average occupancies and improved average room rates at the South San Francisco motel.
The Partnership's total expenses per the statement of income increased $318,473 or 10.6% during the fiscal year covered by this report as compared to the previous fiscal year. The increased expenses are associated with the increased room revenue and occupancy.
The Partnership's total expenses per the statement of income increased $64,296 or 2.2% during the fiscal year ended December 31, 1996 as compared to the previous fiscal year. The increased expenses are associated with the increased room revenue and occupancy.
South San Francisco Motel Average Average Occupancy Room Fiscal Year Ended: Rate Rate ------------------ --------- ------- December 31, 1995 69.4% $49.43
December 31, 1996 78.3% $53.83
December 31, 1997 83.7% $59.68
Total Cash Flow Expenditures from Total and Property Fiscal Year Ended: Revenues Debt Service Operations ------------------ ---------- ------------ ---------- December 31, 1995 $1,501,439 $1,128,522 $372,917
December 31, 1996 $1,857,629 $1,220,190 $637,439
December 31, 1997 $2,187,188 $1,372,436 $814,752
The Partnership's South San Francisco motel achieved a $329,559 or 17.7% increase in total revenues during the fiscal year covered by this report as compared to the previous fiscal year. Guestroom revenues increased $328,285 or 18.2% due to the increases in occupancy and in the average room rate. The motel achieved significant increases in the leisure market segment while it experienced a downturn in the number of corporate, group and discount rooms sold. The improvement in the average daily rate is related to the increased strength of the lodging market in the San Francisco airport area.
The Partnership's South San Francisco motel achieved a $356,190 or 23.7% increase in total revenues during the fiscal year ended December 31, 1966 as compared to the previous fiscal year. Guestroom revenues increased $339,825 or 23.2% due to the increases in occupancy and in the average room rate. The motel achieved significant increases in the leisure market segment while it experienced a slight downturn in the number of corporate rooms sold. The improvement in the average daily rate is related strength of the San Francisco airport market.
The Partnership's South San Francisco motel experienced a $152,246 or 12.5% increase in total expenditures and debt service during the fiscal year covered by this report as compared to the previous fiscal year due primarily to the increase in room sales. Included in the total expenditure increase were increased front desk wages of $15,231, increased housekeeping wages of $8,642, increased credit card discounts of $7,152, increased security service of $10,745 and increased franchise and management fees of $29,602. Bad debt increased $10,556 due primarily to the write-off of some bankrupt direct bill accounts.
The Partnership's South San Francisco motel experienced a $91,668 or 8.1% increase in total expenditures and debt service during the fiscal year ended December 31, 1996 as compared to the previous fiscal year due primarily to the increase in room sales. Increased housekeeping wages of $17,200, increased guest transportation cost of $9,802, increased costs of guest services of $6,045, increased appraisal fees of $7,250, increased workers' compensation costs of $6,934 and increased franchise and management fees of $34,798 were partially offset by reductions of $6,478 in maintenance wages and $19,207 in renovations.
Sacramento Motel Average Average Occupancy Room Fiscal Year Ended: Rate Rate ------------------ --------- ------- December 31, 1995 53.8% $41.06
December 31, 1996 55.5% $40.37
December 31, 1997 58.4% $42.09
Total Cash Flow Expenditures from Total and Property Fiscal Year Ended: Revenues Debt Service Operations ------------------ ---------- ------------ ---------- December 31, 1995 $1,061,119 $865,450 $195,669
December 31, 1996 $1,092,057 $807,298 $284,759
December 31, 1997 $1,187,852 $947,423 $240,429
The Partnership's Sacramento motel achieved a $95,795 or 8.8% increase in total revenues during the fiscal year covered by this report as compared to the previous fiscal year. This increase was due primarily to the $99,778 increase in guestroom revenue, which was achieved by increases in both the average room rate and the average occupancy rate. Revenue from the McCllelan Air Force Base decreased from 11% of total room revenue to approximately 8% of total room revenue. Future business from the McCllelan Air Force Base is uncertain as the base will take some time to completely close. The termination functions should provide additional room nights for transient personnel and the final alternate use of the facility is not yet determined. The General Partner expects the lost revenue from the low rate military business will eventually be replaced by higher rate commercial travelers.
The Partnership's Sacramento motel achieved a $30,938 or 2.9% increase in total revenues during the fiscal year ended December 31, 1996 as compared to the previous fiscal year. The property's 3.2% increase in occupancy was partially offset by the 1.7% decrease in average room rate. The motel experienced growth in the corporate and discount rooms market segments. Revenue from the McCllelan Air Force Base decreased from 14% of total room revenue to approximately 11% of total room revenue.
The Partnership's Sacramento motel experienced a $140,125 or 17.4% increase in expenditures during the fiscal year covered by this report as compared to the previous fiscal year. Decreased expenditures for maintenance employees of $11,495 was offset by increased front desk wages of $8,908 and increased housekeeping expenses of $16,202. The uncertain collection of receivables over three years old led to the write-off of $21,227 in bad debts. The age of the property and the location required increased expenditures of $49,575 for renovations and replacements and for increased security of $19,180.
The Partnership's Sacramento motel achieved a $58,152 or 6.7% decrease in expenditures during the fiscal year ended December 31, 1996 as compared to the previous fiscal year. Total expenditure increases of $5,830 for workers' compensation insurance and $7,250 for appraisal fees were offset by reduced expenditures of $54,978 for renovations and replacements, $6,606 in security services, $6,035 in housekeeping wages and $5,271 in air-conditioning repairs and replacements.
Modesto Motel Average Average Occupancy Room Fiscal Year Ended: Rate Rate ------------------ --------- ------- December 31, 1995 73.2% $41.06
December 31, 1996 66.8% $41.63
December 31, 1997 60.1% $44.70
Total Cash Flow Expenditures from Total and Property Fiscal Year Ended: Revenues Debt Service Operations ------------------ --------- ------------ ---------- December 31, 1995 $896,780 $788,662 $108,118
December 31, 1996 $838,579 $744,703 $93,876
December 31, 1997 $806,674 $754,380 $52,294
The Partnership's Modesto motel experienced a $31,905 or 3.8% decrease in total revenue during the fiscal year covered by this report as compared to the previous fiscal year. The decrease in revenue was due to a 10.0% reduction in guestroom occupancy, which was slightly offset by a 7.4% increase in average room rate. The occupancy reduction was experienced in all market segments, except the corporate market segment, which was essentially unchanged.
The Partnership's Modesto motel experienced a $58,201 or 6.5% decrease in total revenue during the fiscal year ended December 31, 1996 as compared to the previous fiscal year. The decrease in revenue was due to an 8.7% reduction in guestroom occupancy, which was slightly offset by a 1.4% increase in average room rate. The occupancy reduction was experienced in all market segments.
The Partnership's Modesto motel experienced a $9,677 or 1.3% increase in total expenditures during the fiscal year covered by this report as compared to the previous fiscal year. The condition of the property required increased expenditures of $11,710 for renovation and replacements and of $6,938 for landscaping.
The Partnership's Modesto motel achieved a $43,959 or 5.6% decrease in total expenditures during the fiscal year ended December 31, 1996 as compared to the previous fiscal year. The reduced expenditures of $42,788 for renovations and replacements and of $8,391 for landscaping were partially offset by increased expenditures of $5,148 for workers' compensation and of $7,250 for appraisal fees.
Future Trends
The General Partner anticipates that the South San Francisco motel will continue to improve slightly over the results for the fiscal years ended December 31, 1996 and 1997. The future of the Sacramento motel is uncertain due to the closing of the McCllelan Air Force Base. The General Partner anticipates that any increases in operating costs and expenses realized during the upcoming fiscal year as a result of inflation will, to the extent possible, be met by upward adjustment of room rates.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Financial Statements and Notes to Financial Statements at pages through attached hereto.
ANNUAL REPORT ON FORM 10-K
ITEM 8
FINANCIAL STATEMENTS
SUPER 8 MOTELS, LTD.
SACRAMENTO, CALIFORNIA
DECEMBER 31, 1997
Item 8: Financial Statements
SUPER 8 MOTELS, LTD.
INDEX OF FINANCIAL STATEMENTS
Pages -----
Report of Independent Certified Public Accountants
Balance Sheets, December 31, 1997 and 1996
Statements of Operations for the years ended December 31, 1997, 1996 and 1995
Statements of Partners' Equity for the years ended December 31, 1997, 1996 and 1995
Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995 and
Notes to Financial Statements to
Note: All schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedules or because the information required is included in the financial statements or notes thereto.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners Super 8 Motels, Ltd.
We have audited the accompanying balance sheets of Super 8 Motels, Ltd., a California limited partnership, as of December 31, 1997 and 1996, and the related statements of operations, partners' equity and cash flows for each of the years in the three year period ended December 31, 1997. 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 audits 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 Super 8 Motels, Ltd. as of December 31, 1997 and 1996, and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 1997 in conformity with generally accepted accounting principles.
VOCKER KRISTOFFERSON AND CO.
February 26, 1998 San Mateo, California
SUPER 8 MOTELS, LTD. (A California Limited Partnership) BALANCE SHEETS December 31, 1997 and 1996
ASSETS 1997 1996 --------- --------- Current Assets: Cash and temporary investments (Notes 3, 8 and 9) $ 812,763 $1,058,309 Accounts receivable 126,154 122,841 Prepaid expenses 21,588 24,463 --------- --------- Total Current Assets 960,505 1,205,613
Property and Equipment (Note 2): Buildings 5,223,252 5,223,252 Furniture and equipment 1,147,274 1,049,769 --------- --------- 6,370,526 6,273,021 Accumulated depreciation (4,858,036) (4,620,543) --------- --------- Property and Equipment, Net 1,512,490 1,652,478
Other Assets 17,312 20,488 --------- --------- Total Assets $2,490,307 $2,878,579 ========= =========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities: Current portion of note payable (Notes 6 and 9) $ 30,636 $ 28,148 Accounts payable and accrued liabilities 193,805 157,712 Due to related parties 23,938 9,759 --------- --------- Total Current Liabilities 248,379 195,619 --------- ---------
Long-term Liabilities, Net of Current Portion: Note payable (Notes 6 and 9) 901,925 932,561 --------- ---------
Total Liabilities 1,150,304 1,128,180 --------- --------- Lease Commitments (Note 5)
Partners' Equity: General Partner 75,455 66,559 Limited Partners 1,264,548 1,683,840 --------- --------- Total Partners' Equity 1,340,003 1,750,399 --------- ---------
Total Liabilities and Partners' Equity $2,490,307 $2,878,579 ========= ========= See accompanying notes to finacial statements.
SUPER 8 MOTELS, LTD. (A California Limited Partnership) STATEMENTS OF OPERATIONS
Years Ended December 31: --------------------------------- 1997 1996 1995 --------- --------- --------- Income: Guest room $4,067,156 $3,668,873 $3,373,790 Telephone and vending 82,035 90,377 75,815 Interest 36,765 28,421 17,226 Other 32,524 30,627 10,059 --------- --------- --------- Total Income 4,218,480 3,818,298 3,476,890 --------- --------- --------- Expenses: Motel operations (Notes 4, 5 and 7) 2,497,568 2,318,534 2,293,289 General and administrative (Note 4) 143,137 104,592 77,993 Depreciation and amortization (Note 2) 254,260 255,459 261,488 Interest 80,381 82,683 84,812 Property management fees (Note 4) 209,086 189,413 172,969 Partnership management fees (Note 4) 144,444 59,722 55,556 --------- --------- --------- Total Expenses 3,328,876 3,010,403 2,946,107 --------- --------- ---------
Net Income $889,604 $807,895 $530,783 ========= ========= =========
Net Income Allocable to General Partner $8,896 $8,079 $5,308 ======== ======== ========
Net Income Allocable to Limited Partners $880,708 $799,816 $525,475 ======== ======== ========
Net Income Per Partnership Unit (Note 1) $176.14 $159.96 $105.10 ======== ======== ======== Distributions to Limited Partners Per Partnership Unit (Note 1) $260.00 $107.50 $100.00 ======== ======== ========
See accompanying notes to finacial statements.
SUPER 8 MOTELS, LTD. (A California Limited Partnership) STATEMENTS OF PARTNERS' EQUITY
Years Ended December 31: --------------------------------- 1997 1996 1995 --------- --------- --------- General Partner: Balance, beginning of year $ 66,559 $ 58,480 $ 53,172 Net income 8,896 8,079 5,308 --------- --------- --------- Balance, End of Year 75,455 66,559 58,480 --------- --------- --------- Limited Partners: Balance, beginning of year 1,683,840 1,421,524 1,396,049 Net income 880,708 799,816 525,475 Less: Cash distributions to limited partners (1,300,000) (537,500) (500,000) --------- --------- --------- Balance, End of Year 1,264,548 1,683,840 1,421,524 --------- --------- --------- Total Partners' Equity $1,340,003 $1,750,399 $1,480,004 ========= ========= =========
See accompanying notes to finacial statements.
SUPER 8 MOTELS, LTD. (A California Limited Partnership) STATEMENTS OF CASH FLOWS
Years Ended December 31: --------------------------------- 1997 1996 1995 --------- --------- ---------
Cash Flows From Operating Activities: Received from motel operations $4,178,483 $3,776,765 $3,455,302 Expended for motel operations and general and administrative expenses (2,940,025) (2,671,907) (2,617,626) Interest received 36,684 28,351 16,576 Interest paid (80,580) (82,866) (84,980) --------- --------- --------- Net Cash Provided by Operating Activities 1,194,562 1,050,343 769,272 --------- --------- --------- Cash Flows From Investing Activities: Purchases of property and equipment (111,960) (63,372) (128,748) Proceeds from sales of property and equipment - 3,500 12,285 --------- --------- --------- Net Cash Used by Investing Activities (111,960) (59,872) (116,463) --------- --------- --------- Cash Flows From Financing Activities: Payments on notes payable (28,148) (25,862) (23,747) Distributions paid to limited partners (1,300,000) (537,500) (500,000) --------- --------- --------- Net Cash Used by Financing Activities (1,328,148) (563,362) (523,747) --------- --------- --------- Net Increase (Decrease) in Cash and Temporary Investments (245,546) 427,109 129,062
Cash and Temporary Investments: Beginning of year 1,058,309 631,200 502,138 --------- --------- --------- End of Year $812,763 $1,058,309 $ 631,200 ========= ========= =========
See accompanying notes to finacial statements.
SUPER 8 MOTELS, LTD. (A California Limited Partnership) STATEMENTS OF CASH FLOWS (Continued)
Years Ended December 31: --------------------------------- 1997 1996 1995 --------- --------- --------- Reconciliation of Net Income to Net Cash Provided by Operating Activities:
Net income $ 889,604 $ 807,895 $ 530,783 --------- --------- --------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 254,260 255,459 261,488 Loss on disposition of property and equipment 863 1,036 1,040 Increase in accounts receivable (3,313) (28,182) (5,012) (Increase) decrease in prepaid expenses 2,875 (1,801) (1,319) Increase (decrease) in accounts payable and accrued liabilities 36,093 6,177 (1,784) Increase (decrease) in due to related parties 14,180 9,759 (15,924) --------- --------- --------- Total Adjustments 304,958 242,448 238,489 --------- --------- --------- Net Cash Provided By Operating Activities $1,194,562 $1,050,343 $769,272 ========= ========= =========
See accompanying notes to finacial statements.
SUPER 8 MOTELS, LTD. (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS
NOTE 1 - THE PARTNERSHIP
Super 8 Motels, Ltd. is a limited partnership organized under California law on August 25, 1978, to acquire and operate motel properties in South San Francisco, Sacramento and Modesto, California. The term of the Partnership expires December 31, 2027, and may be dissolved earlier under certain circumstances. The Partnership grants credit to customers, substantially all of which are local businesses in South San Francisco, Sacramento or Modesto.
The general partner is Grotewohl Management Services, Inc., the fifty percent stockholder and officer of which is Philip B. Grotewohl.
The net income or net loss of the Partnership is allocated 1% to the General Partner and 99% to the Limited Partners. Net income and distributions per partnership unit are based upon 5,000 units outstanding. All partnership units are owned by the Limited Partners.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Items of Partnership income are passed through to the individual partners for income tax purposes, along with any income tax credits. Therefore, no federal or California income taxes are provided for in the financial statements of the Partnership.
Property and equipment are recorded at cost. Depreciation and amortization are computed using the following estimated useful lives and methods:
-----Description------- --------Methods----------- --Useful Lives-- Buildings 200% and 150% declining 7-31.5 years balance and straight-line
Furniture and equipment Straight-line and 200% 3-7 years declining balance
Costs incurred in connection with maintenance and repair are charged to expense. Major renewals and betterments that materially prolong the lives of assets are capitalized.
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.
NOTE 3 - CASH AND TEMPORARY INVESTMENTS
Cash and temporary investments as of December 31, 1997 and 1996 consists of the following: 1997 1996 --------- --------- Cash in bank $ 100,529 $ 79,142 Money market accounts 612,234 879,167 Certificate of deposit 100,000 100,000 --------- --------- Total Cash and Temporary Investments $ 812,763 $1,058,309 ========= =========
SUPER 8 MOTELS, LTD. (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE 3 - CASH AND TEMPORARY INVESTMENTS (Continued)
Temporary investments are recorded at cost, which approximates market value. The Partnership considers temporary investments and all highly liquid marketable securities with original maturities of three months or less to be cash equivalents for purposes of the statement of cash flows.
NOTE 4 - RELATED PARTY TRANSACTIONS
Franchise Fees Super 8 Motels, Inc., now a wholly-owned subsidiary of Hospitality Franchise Systems, Inc., is franchisor of all Super 8 Motels. The Partnership pays to the franchisor monthly fees equal to 4% of the gross room revenues of each motel and contributes an additional 1% of its gross room revenues to an advertising fund administered by the franchisor. In return, the franchisor provides the right to use the name "Super 8", a national institutional advertising program, an advance room reservation system, and inspection services. These costs, $203,358 in 1997, $183,444 in 1996 and $168,690 in 1995 are included in motel operations expense in the accompanying statements of operations. The Partnership operates its motel properties as a franchisee of Super 8 Motels, Inc., through a sub-franchise agreement with Brown & Grotewohl, a California general partnership, of which Grotewohl Management Services, Inc. (see Note 1) is a 50% owner. Under the sub-franchise agreement, Brown & Grotewohl earned 40% of the above franchise fees, which amounted to $81,343, $73,377 and $67,476 in 1997, 1996 and 1995, respectively.
Property Management Fees The General Partner, or its affiliates, handles the management of the motel properties of the Partnership. The fee for this service is 5% of the gross revenues from Partnership operations, as defined in the Partnership agreement, not including income from the sale, exchange or refinancing of such properties. This fee is payable only out of the Operational Cash Flow of the Partnership, defined as the total cash receipts from Partnership operations during a given period of time less cash operating disbursements during the same period. It is subordinated to prior receipt by the Limited Partners of a cumulative 10% per annum pre-tax return on their adjusted capital contributions for each year of the Partnership's existence. During the years ended December 31, 1997, 1996 and 1995 the General Partner received property management fees of $209,086, $189,413 and $172,969, respectively.
Subordinated Partnership Management Fees During the Partnership's operational stage, the General Partner is to receive a fee for partnership management services equal to one-ninth of the amounts which have been distributed to the Limited Partners subordinated, however, to receipt by the Limited Partners of a cumulative 10% per annum pre-tax return on their adjusted capital contributions and to payment of the property management fees referred to above. This fee is payable only from cash funds provided from operations of the Partnership, and may not be paid from the proceeds of sale or refinancing. During the years December 31, 1997, 1996 and 1995 the General Partner received partnership management fees of $144,444, $59,722 and $55,556, respectively.
SUPER 8 MOTELS, LTD. (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE 4 - RELATED PARTY TRANSACTIONS (Continued)
Subordinated Incentive Distributions Under the terms of the Partnership agreement, the General Partner is to receive 15% of distributions of net proceeds from the sale or refinancing of Partnership properties remaining after distribution to the Limited Partners of any portion thereof required to cause distributions to the Limited Partners from all sources to be equal to their capital contributions plus a cumulative 10% per annum pre-tax return on their adjusted capital contributions. Through December 31, 1997, no such proceeds had been distributed.
Administrative Expenses Shared by the Partnership and Its Affiliates There are certain administrative expenses allocated between the Partnership and other partnerships managed by the General Partner and its affiliates. These expenses, which are allocated based on usage, are telephone, data processing, rent of the administrative office and administrative salaries. The administrative expenses allocated to the Partnership were approximately $344,000 in 1997, $338,000 in 1996 and $334,000 in 1995 and are included in general and administrative expenses and motel operations expenses in the accompanying statements of operations. Included in administrative salaries are allocated amounts paid to two employees who are related to Philip B. Grotewohl, the fifty percent stockholder of Grotewohl Management Services, Inc., the General Partner.
NOTE 5 - LEASE COMMITMENTS
The Partnership has long-term lease commitments on land in Modesto, Sacramento, and South San Francisco, California for original terms of 50, 35, and 29 years, respectively. The Partnership has the right to extend the Modesto lease for three consecutive periods of ten years each, the Sacramento lease for five consecutive periods of ten years each, and the South San Francisco lease for five consecutive periods of five years each. The base monthly rent is subject to adjustment at three, two and five year intervals, respectively, to reflect changes in the Consumer Price Index. The Partnership pays all property taxes, assessmen= ts and utilities.
The Partnership has entered into three sublease agreements which cover unimproved portions of the Sacramento property and expire on various dates from March, 2003 through June, 2013, with the sublessees' options to renew the subleases of all three parcels of land for five consecutive periods of ten years each.
Rental expense under long-term lease commitments incurred by the Partnership amounted to $278,148 in 1997, $272,438 in 1996 and $268,526 in 1995, less $86,662 , $84,959 and $83,058 in sub-lease rentals in 1997, 1996 and 1995, respectively. Such amounts are included in motel operations expense in the accompanying statements of operations.
The future lease commitments at December 31, 1997 using the minimum monthly amounts, are as follows:
SUPER 8 MOTELS, LTD. (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE 5 - LEASE COMMITMENTS (Continued)
Years Ending South San December 31: Modesto Sacramento Francisco Total ------------ ---------- ---------- ---------- ---------- 1998 $ 70,954 $ 116,630 $ 90,564 $ 278,148 1999 70,954 116,630 90,564 278,148 2000 70,954 116,630 90,564 278,148 2001 70,954 116,630 90,564 278,148 2002 70,954 116,630 90,564 278,148 Thereafter 1,892,099 1,341,243 543,384 3,776,726 Less subleases - (992,990) - (992,990) ---------- ---------- ---------- ---------- Total $2,246,869 $ 931,403 $ 996,204 $4,174,476 ========== ========== ========== ==========
NOTE 6 - NOTE PAYABLE
The note payable is due to a federal savings bank, with monthly interest and principal payments of $9,061. The interest rate is adjusted monthly and the payment is adjusted annually. The interest rate was equal to 8.5% as of December 31, 1997 and is the lesser of 3% over the cost of funds index of the Federal Home Loan Bank of San Francisco or 14.5% but not less than 8.5%. A balloon payment of approximately $740,000 for the balance of the principal is due in May 2003. The note is collateralized by a first deed of trust on the leasehold interests in real property in South San Francisco.
Note payable maturities are as follows:
Years Ending December 31: 1998 $ 30,636 1999 33,344 2000 36,291 2001 39,499 2002 42,990 2003 749,801 -------- Total $932,561 ======== NOTE 7 - MOTEL OPERATING EXPENSES
The following table summarizes the major components of motel operating expenses for the following years: ---1997--- ---1996--- ---1995--- Salaries and related costs $ 824,819 $ 790,722 $ 764,251 Rent 193,120 187,479 185,468 Franchise and advertising fees 203,358 183,444 168,690 Utilities 179,184 166,900 168,641 Allocated costs, mainly indirect salaries 279,007 276,096 272,411 Replacement and renovations 65,491 48,861 100,459 Other operating expenses 752,589 665,032 633,369 ---------- ---------- ---------- Total motel operating expenses $2,497,568 $2,318,534 $2,293,289 ========== ========== ==========
SUPER 8 MOTELS, LTD. (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE 8 - CONCENTRATION OF CREDIT RISK
The Partnership maintains its cash accounts in seven commercial banks located in California. Accounts at each bank are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $100,000 per bank. A summary of the total insured and uninsured cash balances (not reduced by outstand= ing checks) as of December 31, 1997 follows:
Total cash in all California banks $866,080 Portion insured by FDIC (696,729) -------- Uninsured cash balances $169,351 ======== NOTE 9 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Cash and cash equivalents - The carrying amount approximates fair value because of the short-term maturity of these instruments.
Long-term debt - The carrying amount of the Partnership's notes payable approximate fair value.
NOTE 10 - LEGAL PROCEEDINGS AND SUBSEQUENT EVENT
On October 27, 1997, a complaint was filed in the United States District Court by the Managing Geneal Partner naming as defendants Everest/Madison Investors, LLC, Everest Lodging Investors, LLC, Everest Properties II, LLC, Everest Properties, Inc., W. Robert Kohorst, David I. Lesser, The Blackacre Capital Group, L.P., Blackacre Capital Management Corp., Jeffrey B. Citron, Ronald J. Kravit, and Stephen P. Enquist. The complaint alleged that the defendants violated certain provisions of the Security and Exchange Act of 1934 and sought injunctive and declarative relief.
On October 28, 1997, a complaint was filed in the Superior Court of the State of California, Sacramento County by Everest Lodging Investors, LLC and Everest/Madison Investors, LLC as plaintiffs against the General Partners of the Partnership and four other partnerships which have common general partners as nominal defendants. The complaint pertained to the receipt by the defendants of franchise fees and reimbursement of expenses, the indications of interest made by the plaintiffs in purchasing the properties of the nominal defendants, and the alleged refusal of the defendants to provide information required by the terms of the Partnership's partnership agreement and California law.
On February 20, 1998, the parties entered into a settlement agreement and both of the above complaints were dismissed. Pursuant to the terms of the settlement agreement, the General Partner has agreed to proceed with the marketing for sale of the properties of the Partnerships, among other things, if by June 30, 1998, it receives an offer to purchase one or more properties for a cash price equal to 75% or more of the appraised value. In addition, the General Partner has agreed to submit the offer for approval to the limited partners as required by the partnership agreements and applicable law. The General Partner has also agreed that upon the sale of one or more properties, to distribute promptly the proceeds of the sale after payment of payables and retention of reserves to pay anticipated expenses. The Everest Defendants agreed not to generally solicit the acquisition of any additional units of the Partnerships without first filing necessary documents with the SEC. Under the terms of the settlement agreement, the Partnerships have agreed to reimburse the Everest Defendants for certain costs not to exceed $60,000, to be allocated among the Partnerships. Of this amount, the Partnership will pay approximately $12,000 during the year ended December 31, 1998.
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Inapplicable. PART III
Item 10.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The original general partners of the Partnership were Dennis A. Brown and Philip B. Grotewohl. Upon Mr. Brown's death on February 25, 1988, Mr. Grotewohl elected to continue the Partnership as the sole remaining general partner. During March 1988, Mr. Grotewohl appointed Grotewohl Management Services, Inc., a California corporation, his successor as General Partner of the Partnership.
The General Partner was organized in 1981 to serve as a general partner of limited partnerships to be formed for the purpose of investing in Super 8 Motels. Mr. Grotewohl is a 50% shareholder, the sole director and sole officer of the General Partner is Mr. Grotewohl.
Mr. Grotewohl, age 79, was an attorney-at-law and was engaged in the private practice of law in San Mateo County, California, between 1967 and 1978. Since 1978, Mr. Grotewohl's principal occupation has been as a promoter and general partner of Super 8 Motels limited partnerships.
See Item 3, "Legal Proceedings."
Item 11.
Item 11. EXECUTIVE COMPENSATION
Although Mr. Brown ceased to be a general partner of the Partnership upon his death, a trust of Mr. Brown's shares in certain of the compensation otherwise payable to the General Partner and its affiliates. This revenue is now paid to a successor trust.
Following is a description of compensation paid or payable to the General Partner and the Brown trust.
Property Management Fees
The fee for this service is 5% of the gross revenues from motel operations, not including income from the sale, exchange or refinancing of such properties. This fee is payable only out of Operational Cash Flow with payment subordinated to the receipt by the Limited Partners of the Preferred Return as discussed in Item 5 above. A total of $209,086 in property management fees accrued and was paid during the fiscal year covered by this report.
Franchise Fees and Advertising Fees
The Partnership operates its motels as a franchisee of Super 8 Motels, Inc., pursuant to sub-franchises from the Manager, an affiliate of the General Partner. In connection with the operation of each of its motels, the Partnership, as franchisee, pays 4% of its gross room revenues to the franchisor. One-half of the franchise fee is paid to the affiliate of the General Partner. In addition to the franchise fee, the Partnership pays 1% of its gross room revenues to the franchisor as an advertising fee. No part of this fee is paid to the Manager.
The total franchise fee accrued to Super 8 Motels, Inc. during the fiscal year covered by this report was $162,686 of which $81,343 accrued to the Manager. The total advertising fee paid to Super 8 Motels, Inc. was $40,672. All of the above amounts have been paid.
General Partner's Interest in Operational Cash Flow
Except for payment to the General Partner of property management fees, as discussed above, distributions of Operational Cash Flow are made as follows: (1) 90% thereof is paid to the Limited Partners; (2) 9% thereof is paid to the General Partner as Partnership management fees; and (3) 1% thereof is paid to the General Partner as its interest in the income and losses of the Partnership. However, payment of Operational Cash Flow to the General Partner is subordinated as discussed in Item 5 above. The General Partner received distributions from Operational Cash Flow during the fiscal year covered by this report in the amount of $144,444.
General Partner's Interest in Net Proceeds of Sales and Financing of Partnership Properties
Net proceeds of the sale of any of the Partnership's motel properties and of any financing or refinancing (to the extent that the proceeds of any such financing or refinancing are not to be reinvested in the acquisition of additional properties) will be promptly distributed to the partners. Such distributions will be paid as follows: (1) until the Limited Partners have received distributions from all sources equal to 100% of their capital contributions plus 10% per annum cumulative on their adjusted capital contributions, all of such proceeds will be distributed to the Limited Partners; (2) thereafter, 15% of the balance of such proceeds will be distributed to the General Partner as cash incentive distributions and the remaining 85% thereof will be distributed to the Limited Partners. No such distributions were made during the fiscal year covered by this report.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
TITLE AMOUNT AND OF NATURE OF PERCENT CLASS NAME OF BENEFICIAL OWNER OWNERSHIP OF CLASS ----- ------------------------------------- ------------- -------- Units Liquidity Fund 73, LP. 143 Units 2.86% Units Liquidity Fund 74, LP. 127 Units 2.54% Units Liquidity Fund 75, LP. 66 Units 1.32% Units Liquidity Fund Tax Exempt Partners 116 Units 2.32% Units Liquidity Fund Tax Exempt Partners II 153 Units 3.06% Units Liquidity Fund XI 13 Units .26% Units Liquidity Fund XIII 2 Units .04% Units Liquidity Fund XIV 5 Units .10% Units Liquidity Income/Growth Fund 1985 29 Units .58% Units Liquidity Fund 65 LP. 17 Units .34% ------ Total 671 Units 13.42% ======
Security Ownership of Management
The General Partner is not the beneficial owner of any Units.
Changes in Control
The General Partner has the right to appoint and substitute successor general partners and to sell, transfer, or assign its rights to receive fees or other income to such successor general partners so long as (i) an opinion of counsel is obtained that the Partnership, with the new general partners, ought to be taxed as a partnership for purposes of federal income taxation and not as an association taxable as a corporation, and (ii) the approval of a majority in interest of the Limited Partners is obtained; provided such approval shall not be required in connection with such appointment and substitution of, and the sale, transfer, or assignment to, a corporation, if either (A) the majority of such corporation's voting securities are owned by the General Partner or (B) the General Partner is the chief executive officer of the corporation. Neither the Partnership nor the Limited Partners shall have any right to proceeds paid to the General Partner in connection with any such sale, transfer, or assignment.
Upon the vote of a majority-in-interest of the Limited Partners, after written notice to the General Partner, the General Partner may be expelled from the Partnership and new general partners elected.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Administrative Expenses Shared by the Partnership and its Affiliates
There are certain administrative expenses allocated between the Partnership and other partnerships managed by the General Partner and its affiliates. These expenses, which are allocated based on usage, are telephone, data processing, rent of administrative offices and administrative salaries. The administrative expenses allocated to the Partnership were approximately $344,000 in 1997 and are included in general and administrative expenses and motel operations expenses in the Partnership's financial statements. Included in administrative salaries are allocated amounts paid to two employees who are related to Philip B. Grotewohl, the 50% shareholder of the General Partner.
PART IV
Item 14.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report 1. Financial Statements Included in Part II of this Report
Report of Independent Certified Public Accountants
Balance Sheets, December 31, 1997 and 1996 Statements of Operations for the Years Ended December 31, 1997, 1996 and 1995 Statements of Partners' Equity for the Years Ended December 31, 1997, 1996 and 1995 Statements of Cash Flow for the Years Ended December 31, 1997, 1996 and 1995 Notes to Financial Statements
2. Financial Statement Schedules Included in Part IV of the Report
None
3. Exhibits
3.1 and 4.1 The Partnership Agreement is incorporated herein as an exhibit from the annual report on Form 10-K for the fiscal year ended December 31, 1982.
3.2 & 4.2 Amendment to Partnership Agreement is hereby incorporated herein by reference from the annual report on Form 10-K for the fiscal year ended December 31, 1988.
(10) Material Contracts Exhibits 10.1 through 10.7 are hereby incorporated herein by reference from the annual report on Form 10-K for the fiscal year ended December 31, 1982. 10.1 Ground lease and sublease, South San Francisco 10.2 Ground Lease - Modesto 10.3 Ground Leases - Sacramento County 10.4 Franchise Agreement - South San Francisco 10.5 Franchise Agreement - Modesto 10.6 Franchise Agreement - Sacramento County 10.7 Sacramento County Restaurant Development Sublease Exhibits 10.8 through 10.10 are hereby incorporated herein by reference from the annual report on Form 10-K for the fiscal year ended December 31, 1988.
10.8 Amended Parking Lease - South San Francisco 10.9 Lease to KMH Trinity Properties - Sacramento County 10.10 Lease to Sterling Equity Investments
(b) Reports on Form 8-K
A current report on form 8-K dated November 13, 1997 was filed reporting an "Other Event" under Item 5. No financial statements were included therein.
SIGNATURES
Pursuant to the requirements of Section 13 or 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.
(Registrant) SUPER 8 MOTELS, LTD.
By (Signature and Title) /s/ Philip B. Grotewohl --------------------------- Philip B. Grotewohl, Chairman of Grotewohl Management Services, Inc., General Partner
Date March 27, 1998
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.
By (Signature and Title) /s/ Philip B. Grotewohl --------------------------- Philip B. Grotewohl, Chief executive officer, chief financial officer, chief accounting officer and sole director of Grotewohl Management Services, Inc., General Partner
Date: March 27, 1998