PUBLIC STORAGE PROPERTIES LTD
10-Q, 1996-11-12
LESSORS OF REAL PROPERTY, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934

For the period ended September 30, 1996

                                       or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the transition period from         to
                               --------  ---------

Commission File Number 0-8667
                       ------- 

                         PUBLIC STORAGE PROPERTIES, LTD.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


         California                                                  95-3196921
- ----------------------------------------                  ---------------------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

       701 Western Avenue
       Glendale, California                                             91201
- ----------------------------------------                  ---------------------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code:              (818) 244-8080
                                                          ---------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                                    Yes X  No
                                        --   --

<PAGE>
                                      INDEX



                                                                            Page
                                                                            ----
PART I.   FINANCIAL INFORMATION

  Condensed balance sheets at September 30, 1996
    and December 31, 1995                                                     2

  Condensed statements of income for the three and nine
    months ended September 30, 1996 and 1995                                  3

  Condensed statement of partners' deficit for the
     nine months ended September 30, 1996                                     4

  Condensed statements of cash flows for the
     nine months ended September 30, 1996 and 1995                            5

  Notes to condensed financial statements                                     6

  Management's discussion and analysis of
    financial condition and results of operations                           7-8


PART II.  OTHER INFORMATION                                                   9

<PAGE>
<TABLE>
                         PUBLIC STORAGE PROPERTIES, LTD.
                            CONDENSED BALANCE SHEETS
<CAPTION>


                                                                                     September 30,            December 31,
                                                                                         1996                     1995
                                                                                   ------------------      -------------------
                                                                                      (Unaudited)
                                     ASSETS


<S>                                                                             <C>                           <C>       
    Cash and cash equivalents                                                   $        92,000               $   89,000
    Rent and other receivables                                                           35,000                   42,000
                                                                           
    Real estate facilities, at cost:
         Buildings and equipment                                                      7,653,000                7,493,000    
         Land                                                                         2,511,000                2,511,000
                                                                              ------------------      -------------------
                                                                                     10,164,000               10,004,000
         Less accumulated depreciation                                               (4,942,000)              (4,644,000)
                                                                              ------------------      -------------------
                                                                                              
                                                                                      5,222,000                5,360,000
                                                                              ------------------      -------------------
                                                                           
    Other assets                                                                        205,000                  354,000
                                                                              ------------------      -------------------
                

              Total assets                                                      $     5,554,000          $     5,845,000
                                                                              ==================      ===================


                        LIABILITIES AND PARTNERS' EQUITY


    Accounts payable                                                            $        49,000          $        77,000
    Deferred revenue                                                                    113,000                  132,000
    Due to affiliate                                                                          -                  130,000
    Notes payable                                                                    15,494,000               16,351,000

    Partners' deficit:
         Limited partners' deficit, $500 per
              unit, 20,000 units authorized,
              issued and outstanding                                                (7,501,000)              (8,052,000)
         General partners' deficit                                                  (2,601,000)              (2,793,000)
                                                                              ------------------      -------------------
                                  
         Total partners' deficit                                                   (10,102,000)             (10,845,000)
                                                                              ------------------      -------------------

              Total liabilities and partners' deficit                           $     5,554,000          $     5,845,000
                                                                              ==================      ===================

</TABLE>
                             See accompanying notes.
                                        2
<PAGE>
<TABLE>
<CAPTION>
                         PUBLIC STORAGE PROPERTIES, LTD.
                         CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)



                                                            Three Months Ended                        Nine Months Ended
                                                               September 30,                            September 30,
                                                   --------------------------------------   -------------------------------------
                                                         1996                1995                 1996                1995
                                                   -----------------   ------------------   -----------------   -----------------
                                                                              (Restated)                           (Restated)
REVENUE:

<S>                                                  <C>                 <C>                 <C>                 <C>            
Rental income                                        $    1,012,000      $       976,000     $     2,960,000     $     2,873,000
                                                     
Dividends and other income
     (including dividends from marketable
     securities of affiliate in 1995)                         2,000                8,000               4,000              26,000
                                                   -----------------   ------------------   -----------------   -----------------

                                                          1,014,000              984,000           2,964,000          2,899,,000
                                                   -----------------   ------------------   -----------------   -----------------

COSTS AND EXPENSES:
Cost of operations                                          230,000              213,000             697,000             670,000
Management fees paid to affiliate                            55,000               58,000             158,000             172,000
Depreciation                                                103,000               92,000             298,000             260,000
Administrative                                               15,000               13,000              36,000              38,000
Environmental cost                                                -                    -                   -              22,000
Interest expense                                            343,000              379,000           1,032,000           1,150,000
                                                   -----------------   ------------------   -----------------   -----------------
                                                            746,000              755,000           2,221,000           2,312,000
                                                   -----------------   ------------------   -----------------   -----------------

NET INCOME                                           $      268,000       $      229,000      $      743,000     $       587,000
                                                   =================   ==================   =================   =================
           

Limited partners' share of net income
     ($36.75 per unit in 1996 and $29.05
     per unit in 1995)                                                                       $       735,000     $       581,000
General partners' share of net income                                                                  8,000               6,000
                                                                                            -----------------   -----------------
                                                                                             $       743,000     $       587,000
                                                                                            =================   =================
</TABLE>
                             See accompanying notes.
                                        3
<PAGE>
<TABLE>
<CAPTION>
                         PUBLIC STORAGE PROPERTIES, LTD.
                    CONDENSED STATEMENT OF PARTNERS' DEFICIT
                                   (UNAUDITED)


                                                                                                               Total
                                                                    Limited              General              Partners'
                                                                    Partners             Partners              Deficit
                                                            --------------------------------------------------------------

<S>                                                              <C>                   <C>                 <C>          
     Balance at December 31, 1995                                 ($8,052,000)          ($2,793,000)        ($10,845,000)

     Net income                                                       735,000                 8,000              743,000
               
     Equity transfer                                                 (184,000)               184,000                    -
                                                            -------------------     -----------------    -----------------
                   
     Balance at September 30, 1996                                ($7,501,000)          ($2,601,000)        ($10,102,000)
                                                            ===================     =================    =================


</TABLE>
                             See accompanying notes.
                                        4

<PAGE>
<TABLE>
<CAPTION>
                         PUBLIC STORAGE PROPERTIES, LTD.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



                                                                                             Nine Months Ended
                                                                                               September 30,
                                                                               ----------------------------------------------
                                                                                       1996                     1995
                                                                               ---------------------     --------------------

     CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                                <C>                      <C>             
          Net income                                                               $        743,000         $        587,000

          Adjustments to reconcile net income to net cash
               provided by operating activities

               Depreciation                                                                 298,000                  260,000
               Decrease in rent and other receivables                                         7,000                   23,000
               Amortization of prepaid management fees                                      137,000                        -
               Decrease in prepaid loan fees                                                 25,000                   24,000
               Increase (decrease)  in other assets                                        (13,000)                    1,000
               (Decrease) increase in accounts payable                                     (28,000)                  138,000
               Decrease in deferred revenue                                                (19,000)                 (21,000)
                                                                               ---------------------     --------------------

                    Total adjustments                                                       407,000                  425,000
                                                                               ---------------------     --------------------

                    Net cash provided by operating activities                             1,150,000               1,1012,000
                                                                               ---------------------     --------------------
                                                             
     CASH FLOWS FROM INVESTING ACTIVITIES:

          Additions to real estate facilities                                             (160,000)                (315,000)
                                                                               ---------------------     --------------------

                    Net cash used in investing activities                                 (160,000)                (315,000)
                                                                               ---------------------     --------------------

     CASH FLOWS FROM FINANCING ACTIVITIES:

          Repayment of  note payable to affiliate                                         (130,000)                        -
          Principal payments on mortgage notes payable                                    (857,000)                (778,000)
                                                                               ---------------------     --------------------

                    Net cash used in financing activities                                 (987,000)                (778,000)
                                                                               ---------------------     --------------------

     Net increase (decrease) in cash and cash equivalents                                     3,000                 (81,000)
                                                                                                   

     Cash and cash equivalents at the beginning of the period                                89,000                  162,000
                                                                               ---------------------     --------------------

     Cash and cash equivalents at the end of the period                            $        92,000          $          81,000
                                                                               ====================      =====================


     Supplemental schedule of noncash investing and financing activities:

          Increase in fair value of marketable securities                          $             -        $         (169,000)
                                                                               ====================      =====================

          Unrealized gain on marketable securities                                              -                   169,000
                                                                               ====================      =====================


</TABLE>
                             See accompanying notes.
                                        5
<PAGE>
                         PUBLIC STORAGE PROPERTIES, LTD.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   The  accompanying   unaudited  condensed  financial  statements  have  been
     prepared  pursuant  to the  rules and  regulations  of the  Securities  and
     Exchange Commission.  Certain information and footnote disclosures normally
     included in financial  statements  prepared in  accordance  with  generally
     accepted  accounting  principles have been condensed or omitted pursuant to
     such  rules  and  regulations,   although   management  believes  that  the
     disclosures contained herein are adequate to make the information presented
     not misleading.  These unaudited condensed  financial  statements should be
     read in  conjunction  with  the  financial  statements  and  related  notes
     appearing in the  Partnership's  Form 10-K for the year ended  December 31,
     1995.

2.   In  the  opinion  of  management,   the  accompanying  unaudited  condensed
     financial  statements  reflect all  adjustments,  consisting of only normal
     accruals,  necessary to present fairly the Partnership's financial position
     at September 30, 1996, the results of its operations for the three and nine
     months  ended  September  30, 1996 and 1995 and its cash flows for the nine
     months then ended.

3.   The results of operations for the three and nine months ended September 30,
     1996 are not  necessarily  indicative of the results  expected for the full
     year.

4.   In 1995, the Partnership  prepaid eight months of 1996 management fees at a
     cost of $137,000.  The amount has been amortized at management fees paid to
     affiliate during the nine months ended September 30, 1996.

5.   Certain prior year amounts have been  reclassified to conform with the 1996
     presentation.




                                       6

<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
- ---------------------

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 1995:

     The  Partnership's  net income for the nine months ended September 30, 1996
was $743,000  compared to $587,000 for the nine months ended September 30, 1995,
representing an increase of $156,000,  or 27%. The  Partnership's net income for
the three months ended September 30, 1996 was $268,000  compared to $229,000 for
the three months ended  September 30, 1995,  representing an increase of $39,000
or 17%.  These  increases  are  primarily a result of  increased  rental  income
combined with decreased  interest expense due to lower outstanding loan balances
in 1996  compared to 1995,  partially  offset by a decrease in dividend  income.
During  1995,  the  Partnership  held  39,911  shares of common  stock in Public
Storage,  Inc.,  an  affiliate  of  the  Partnership.   In  November  1995,  the
Partnership sold these shares.

     Rental income was  $2,960,000  compared to  $2,873,000  for the nine months
ended  September 30, 1996 and 1995,  respectively,  representing  an increase of
$87,000 or 3%. Rental income was  $1,012,000  compared to $976,000 for the three
months ended September 30, 1996 and 1995, respectively, representing an increase
of $36,000 or 4%. These  increases  are primarily  attributable  to increases in
occupancy levels and rental rates. The weighted average  occupancy levels at the
mini-warehouse  facilities  were 91% and 90% for the nine months ended September
30,  1996 and  1995,  respectively.  Realized  rent for the  nine  months  ended
September  30, 1996  increased  to $.71 per  occupied  square foot from $.70 per
occupied square foot for the nine months ended September 30, 1995.

     Cost of operations  (including management fees paid to affiliate) increased
$13,000 or 2% to $855,000 from $842,000 for the nine months ended  September 30,
1996 and 1995,  respectively.  This increase is mainly attributable to increases
in payroll and advertising  expenses.  Cost of operations  (including management
fees paid to  affiliate)  increased  $14,000 or 5% to $285,000 from $271,000 for
the three months ended September 30, 1996 and 1995, respectively.  This increase
is mainly  attributable  to  increases  in  payroll  and  advertising  expenses,
partially offset by a decrease in management fees paid to an affiliate.

     In 1995, the  Partnership  prepaid eight months of 1996  management fees on
its  mini-warehouse  operations (based on the management fees for the comparable
period during the calendar year immediately preceding the prepayment) discounted

                                       7
<PAGE>

at the rate of 14% per year to compensate for early payment. The Partnership has
expensed the prepaid  management fees during the nine months ended September 30,
1996 The  amount  is  included  in  management  fees  paid to  affiliate  in the
condensed  statements of income. As a result of the prepayment,  the Partnership
saved  approximately  $20,000 in management  fees,  based on the management fees
that would have been payable on rental income generated in the nine months ended
September 30, 1996 compared to the amount prepaid.

     Interest expense  decreased  $118,000 to $1,032,000 from $1,150,000 for the
nine months ended  September 30, 1996 and 1995,  respectively.  This decrease is
mainly attributable to lower outstanding principal balances on the Partnership's
notes payable.

     In 1995, the Partnership incurred cost of $22,000 to conduct  environmental
assessments  of its  properties to evaluate the  environmental  condition of and
potential  environmental  liabilities of such properties.  Those assessments did
not indicate any environmental  contamination of any of its property sites which
individually or in the aggregate would be material to the Partnership's  overall
business,  financial  condition,  or  results  of  operations.  No such cost was
incurred in 1996.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

     Cash  generated  from  operations  ($1,150,000  for the nine  months  ended
September 30, 1996) has been  sufficient to meet all current  obligations of the
Partnership, including principal repayments of the Partnership's notes payable.

     For the nine months ended  September 30, 1995, the  Partnership  recognized
$26,000 in dividends from 39,911 shares of common stock (marketable  securities)
held in Public Storage,  Inc., one of the general  partners in the  Partnership.
The marketable  securities were sold in November 1995, and, as a result, no such
dividend income was earned in 1996.

     In the fourth quarter of 1990, quarterly distributions were discontinued to
enable the Partnership to increase its cash reserves for principal payments that
commenced in 1993.

                                       8
<PAGE>
                           PART II. OTHER INFORMATION


ITEMS 1 through 5 are inapplicable.

ITEM 6       Exhibits and Reports on Form 8-K
             --------------------------------

              (a) The following Exhibit is included herein:

                  (27) Financial Data Schedule

              (b)  Form 8 - K

                   None.


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                   DATED: November 12, 1996

                                   PUBLIC STORAGE PROPERTIES, LTD.

                                   BY:    Public Storage, Inc.
                                          General Partner




                                   BY:    /s/ Ronald L. Havner, Jr.
                                          ------------------------------------
                                          Ronald L. Havner, Jr.
                                          Senior Vice President and
                                           Chief Financial Officer
                                           (principal financial officer)

                                       9

<TABLE> <S> <C>

<ARTICLE>                     5
<CIK>                         0000202953
<NAME>                  PUBLIC STORAGE PROPERTIES , LTD.      
<MULTIPLIER>                                                               1
<CURRENCY>                                                                US
       
<S>                                                             <C>
<PERIOD-TYPE>                                                          9-MOS
<FISCAL-YEAR-END>                                                DEC-31-1996
<PERIOD-START>                                                   JAN-01-1996
<PERIOD-END>                                                     SEP-30-1996
<EXCHANGE-RATE>                                                            1
<CASH>                                                                92,000
<SECURITIES>                                                               0
<RECEIVABLES>                                                        240,000
<ALLOWANCES>                                                               0
<INVENTORY>                                                                0
<CURRENT-ASSETS>                                                     332,000
<PP&E>                                                            10,164,000
<DEPRECIATION>                                                   (4,942,000)
<TOTAL-ASSETS>                                                     5,554,000
<CURRENT-LIABILITIES>                                                162,000
<BONDS>                                                           15,494,000
                                                      0
                                                                0
<COMMON>                                                                   0
<OTHER-SE>                                                      (10,102,000)
<TOTAL-LIABILITY-AND-EQUITY>                                       5,554,000
<SALES>                                                                    0
<TOTAL-REVENUES>                                                   2,964,000
<CGS>                                                                      0
<TOTAL-COSTS>                                                        855,000
<OTHER-EXPENSES>                                                     334,000
<LOSS-PROVISION>                                                           0
<INTEREST-EXPENSE>                                                 1,032,000
<INCOME-PRETAX>                                                      743,000
<INCOME-TAX>                                                               0
<INCOME-CONTINUING>                                                  743,000
<DISCONTINUED>                                                             0
<EXTRAORDINARY>                                                            0
<CHANGES>                                                                  0
<NET-INCOME>                                                         743,000
<EPS-PRIMARY>                                                          36.75
<EPS-DILUTED>                                                          36.75
        

</TABLE>


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