PUBLIC STORAGE PROPERTIES LTD
10-Q, 1996-05-13
TRUCKING & COURIER SERVICES (NO AIR)
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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 March 31, 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 Ave.
       Glendale, California                                          91201-2349
- ---------------------------------                                 -------------
(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 March 31, 1996
  and December 31, 1995 .................................................... 2

Condensed statements of income for the three
  months ended March 31, 1996 and 1995 ..................................... 3

Condensed statement of partners' deficit for the
  three months ended March 31, 1996 ........................................ 4

Condensed statements of cash flows for the
  three months ended March 31, 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>
                         PUBLIC STORAGE PROPERTIES, LTD.
                            CONDENSED BALANCE SHEETS


                                                  March 31,          December31,
                                                    1996                 1995  
                                               -----------          ----------- 
                                              (unaudited)

                                     ASSETS
                                     ------

Cash and cash equivalents                     $    321,000          $    89,000
Rent and other receivables                          34,000               42,000

Real estate facilities at cost:
   Building, land improvements and equipment     7,496,000            7,493,000
   Land                                          2,511,000            2,511,000
                                                10,007,000           10,004,000

   Less accumulated depreciation                (4,741,000)          (4,644,000)
                                               -----------          ----------- 
                                                 5,266,000            5,360,000
                                               -----------          ----------- 

Other assets                                       303,000              354,000
                                               -----------          ----------- 

        Total assets                          $  5,924,000          $ 5,845,000
                                              ============         ============


                       LIABILITIES AND PARTNERS' DEFICIT
                       ---------------------------------

Accounts payable                             $      71,000        $      77,000
Deferred revenue                                   114,000              132,000
Due to affiliate                                   130,000              130,000
Notes payable                                   16,194,000           16,351,000

Partners' deficit:
   Limited partners' deficit, $500 per
        unit, 20,000 units authorized,
        issued and outstanding                  (7,859,000)          (8,052,000)
   General partners' deficit                    (2,726,000)          (2,793,000)
 

   Total partners' deficit                     (10,585,000)         (10,845,000)
                                               -----------          ----------- 
                                               
   Total  liabilities and partners' deficit   $  5,924,000         $  5,845,000
                                              ============         ============


                             See accompanying notes.
                                        2
<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                         CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)

                                                     Three Months Ended
                                                           March 31,        
                                              ---------------------------------
                                                 1996                 1995     
                                              ------------         ------------

REVENUES:
                                   
Rental income                                 $   964,000          $   934,000
Other income                                            -               10,000
                                              ------------         ------------

                                                  964,000              944,000
                                              ------------         ------------


COSTS AND EXPENSES:

Cost of operations                                231,000              238,000
Management fees paid to affiliate                  52,000               56,000
Depreciation expense                               97,000               81,000
Administrative                                      9,000               12,000
Environmental costs                                     -               22,000
Interest expense                                  315,000              388,000
                                              ------------         ------------

                                                  704,000              797,000
                                              ------------         ------------

NET INCOME                                    $   260,000          $   147,000
                                              ============         ============

Limited partners'
   share of net income
   ($12.85 per unit in 1996
    and $9.20 per unit in 1995)               $  257,000           $   145,000

General partners' share
   of net income                                    3,000                2,000
                                              ------------         ------------

                                              $   260,000          $   147,000
                                              ============         ============



                             See accompanying notes.
                                        3

<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                    CONDENSED STATEMENT OF PARTNERS' DEFICIT
                                   (UNAUDITED)

                                    Limited        General
                                   Partners        Partners           Total
                                ------------    ------------      -------------

Balance at December 31, 1995   $ (8,052,000)     $(2,793,000)      $(10,845,000)
Net Income                          257,000            3,000            260,000
Equity transfer                     (64,000)          64,000                - 
                                ------------    ------------      -------------
Balance at March 31, 1996       $(7,859,000)    $(2,726,000)      $(10,585,000)
                                ============    ============      ============= 





















                             See accompanying notes.
                                        4

<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                     Three Months Ended
                                                           March 31,        
                                              ---------------------------------
                                                   1996               1995     
                                                ------------       ------------
Cash flows from operating activities:

 Net income                                     $   260,000         $  147,000

 Adjustments to reconcile net
   income to net cash provided
   by operating activities:
 
 Depreciation and amortization                       97,000             81,000
 Decrease (increase) in rent and other receivables    8,000            (15,000)
 Amortization of prepaid management fees             52,000                  -
 Decrease in other assets                            (1,000)             8,000
 (Decrease) increase in accounts payable             (6,000)           207,000
 Decrease in deferred revenue                       (18,000)           (10,000)
                                                ------------       ------------

    Total adjustments                               132,000            271,000
                                                ------------       ------------
 
    Net cash provided by operating activities       392,000            418,000
                                                ------------       ------------

Cash flows from investing activities:

   Additions to real estate facilities               (3,000)           (88,000)
                                                ------------       ------------

    Net cash used in investing activities            (3,000)           (88,000)
                                                ------------       ------------

Cash flows from financing activities:

    Principal payments on note payable             (157,000)          (257,000)
                                                ------------       ------------

    Net cash used in financing activities          (157,000)          (257,000)
                                                ------------       ------------

Net increase (decrease) in cash 
  and cash equivalents                              232,000            (73,000)

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

Cash and cash equivalents at
  the end of the period                         $   321,000        $    235,000
                                                ===========        ============


Supplemental schedule of non-cash
   investing and financing activities:

Increase in fair value of marketable securities           -        $   (326,000)
                                                ===========        ============

Unrealized gain on marketable securities                  -             326,000
                                                ===========        ============

                             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 March 31, 1996, the results of its operations for the three months ended
     March 31, 1996 and its cash flows for the three months then ended.

 3.  The results of operations for the three months ended March 31, 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
     total  cost of  $137,000.  The  Partnership  expensed  $52,000  of the 1996
     prepaid  management  fees for the three months  ended March 31,  1996.  The
     balance of prepaid management fees, $85,000, is included in other assets in
     the Balance Sheet at March 31, 1996.

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


                                        6


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


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

     Three months ended March 31, 1996  compared to three months ended March 31,
1995:

     The  Partnership's net income for the three months ended March 31, 1996 was
$260,000  compared  to  $147,000  for the three  months  ended  March 31,  1995,
representing  an increase of  $113,000.  This  increase is primarily a result of
increased  operating results at the  Partnership's  real estate facilities and a
decrease in interest expense resulting from a lower note payable balance in 1996
compared to 1995.

     Rental income was $964,000  compared to $934,000 for the three months ended
March 31, 1996 and 1995, respectively, representing an increase of $30,000. This
increase is primarily  attributable to an increase of approximately 3% in rental
rates at the  Partnership's  mini-warehouse  facilities.  The  weighted  average
occupancy levels at the mini-warehouse facilities were 89% and 90% for the three
months ended March 31, 1996 and 1995, respectively.

     Other  income  decreased  $10,000 in the three  months ended March 31, 1996
compared to the same period in 1995 as a result of a decrease in dividend income
earned on its marketable securities sold in November 1995.

     Cost  of  operations  (including  management  fees  paid  to an  affiliate)
decreased $11,000 to $283,000 from $294,000 for the three months ended March 31,
1996 and 1995, respectively.  This decrease is mainly attributable to a decrease
in management fees paid to an affiliate described below.

     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
at the rate of 14% per year to compensate  for early  payment.  During the three
month period ended March 31, 1996, the Partnership  expensed  $52,000 of prepaid
management  fees. 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  $6,000  in  management  fees,  based  on  the
management  fees that would have been payable on rental income  generated in the
three months ended March 31, 1996 compared to the amount prepaid.
 
                                      7
<PAGE>

     Interest expense  decreased $73,000 to $315,000 from $388,000 for the three
months  ended  March 31,  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  ($392,000 for the three months ended March
31,  1996)  has  been  sufficient  to  meet  all  current   obligations  of  the
Partnership.

     For the three  months  ended March 31,  1995,  the  Partnership  recognized
$9,000 in dividends from 39,911 shares of common stock  (marketable  securities)
held in  Public  Storage,  Inc.  ("PSI"),  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: May 13, 1996
 
                                     PUBLIC STORAGE PROPERTIES, LTD.

                                     BY: Public Storage, Inc.
                                         General Partner




                                     BY:  /s/Ronald L. Havner, Jr.
                                         -------------------------
                                         Ronald L. Havner, Jr.
                                         Vice President and Chief
                                         Financial Officer
          

                                        9
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                     5

<CIK>                          0000202953
<NAME>                 PUBLIC STORAGE PROPERTIES, LTD.
<CURRENCY>                                     US
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              Dec-31-1995
<PERIOD-START>                                 Jan-01-1996
<PERIOD-END>                                   Mar-31-1996
<CASH>                                         321,000
<SECURITIES>                                   0
<RECEIVABLES>                                  337,000
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               658,000
<PP&E>                                         10,007,000
<DEPRECIATION>                                 (4,741,000)
<TOTAL-ASSETS>                                 5,924,000
<CURRENT-LIABILITIES>                          315,000
<BONDS>                                        16,194,000
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     (10,585,000)
<TOTAL-LIABILITY-AND-EQUITY>                   5,924,000
<SALES>                                        0
<TOTAL-REVENUES>                               964,000
<CGS>                                          0
<TOTAL-COSTS>                                  380,000
<OTHER-EXPENSES>                               9,000
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             315,000
<INCOME-PRETAX>                                260,000
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            260,000
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   260,000
<EPS-PRIMARY>                                  12.85
<EPS-DILUTED>                                  12.85
        


</TABLE>


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