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<PAGE>
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, 1995
--------------
or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from ____________________ to ___________________
Commission File Number 0-11186
-------
PS PARTNERS, LTD.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-3729108
- - ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 North Brand Blvd.
Glendale, California 91203-1241
- - ----------------------------------------- ----------
(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
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Condensed consolidated balance sheets at March 31, 1995
and December 31, 1994 2
Condensed consolidated statements of operations for the three
months ended March 31, 1995 and 1994 3
Condensed consolidated statements of cash flows for the three
months ended March 31, 1995 and 1994 4
Notes to condensed consolidated financial statements 5
Management's discussion and analysis of financial condition
and results of operations 6-7
PART II. OTHER INFORMATION
(Items 1 through 4 are not applicable)
Item 5 - Other Information 8
Item 6 - Exhibits and Reports on Form 8-K 8
</TABLE>
<PAGE>
PS PARTNERS, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
---------------- ----------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 1,981,000 $ 1,855,000
Rent and other receivables 44,000 57,000
Real estate facilities, at cost:
Land 11,855,000 11,855,0OO
Buildings and equipment 45,111,000 45,063,000
---------------- ----------------
56,966,000 56,918,000
Less accumulated depreciation (20,465,000) (19,913,000)
---------------- ----------------
36,501,000 37,005,000
Other assets 129,000 123,000
---------------- ----------------
$ 38,655,000 $ 39,040,000
================ ================
LIABILITIES AND PARTNERS' EQUITY
Accounts payable $ 418,000 $ 486,000
Advance payments from renters 392,000 405,000
Minority interest in general partnerships 21,457,000 21,540,000
Partners' equity:
Limited partners' equity, $500 per unit, 66,000
units authorized, issued and outstanding 16,181,000 16,399,000
General partners' equity 207,000 210,000
---------------- ----------------
Total partners' equity 16,388,000 16,609,000
---------------- ----------------
$ 38,655,000 $ 39,040,000
================ ================
</TABLE>
See accompanying notes.
2
<PAGE>
PS PARTNERS, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------------
1995 1994
---------------- ----------------
<S> <C> <C>
REVENUE:
Rental income $ 2,647,000 $ 2,537,000
Interest income 29,000 4,000
---------------- ----------------
2,676,000 2,541,000
---------------- ----------------
COSTS AND EXPENSES:
Cost of operations 864,000 815,000
Management fees 158,000 150,000
Depreciation and amortization 552,000 530,000
Administrative 28,000 21,000
---------------- ----------------
1,602,000 1,516,000
---------------- ----------------
Income before minority interest 1,074,000 1,025,000
Minority interest in income 573,000 577,000
---------------- ----------------
NET INCOME $ 501,000 $ 448,000
================ ================
Limited partners' share of net income
($6.44 per unit in 1995 and $6.03
per unit in 1994) $ 425,000 $ 398,000
General partners' share of net income 76,000 50,000
---------------- ----------------
$ 501,000 $ 448,000
================ ================
</TABLE>
See accompanying notes.
3
<PAGE>
PS PARTNERS, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------------------------
1995 1994
--------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 501,000 $ 448,000
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 552,000 530,000
Decrease (increase) in rent and other receivables 13,000 (5,000)
Increase in other assets (6,000) (3,000)
Decrease in accounts payable (68,000) (117,000)
Decrease in advance payments from renters (13,000) (3,000)
Minority interest in income 573,000 577,000
------------------ -----------------
Total adjustments 1,051,000 979,000
------------------ -----------------
Net cash provided by operating activities 1,552,000 1,427,000
------------------ -----------------
Cash flows from investing activities:
Additions to real estate facilities (48,000) (59,000)
------------------ -----------------
Net cash used in investing activities (48,000) (59,000)
------------------ -----------------
Cash flows from financing activities:
Distributions to holder of minority interest (656,000) (642,000)
Distributions to partners (722,000) (463,000)
------------------ -----------------
Net cash used in financing activities (1,378,000) (1,105,000)
------------------ -----------------
Net increase in cash and cash equivalents 126,000 263,000
Cash and cash equivalents at the beginning of the period 1,855,000 831,000
------------------ -----------------
Cash and cash equivalents at the end of the period $ 1,981,000 $ 1,094,000
================== =================
</TABLE>
See accompanying notes.
4
<PAGE>
PS PARTNERS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995
(UNAUDITED)
1. The accompanying unaudited condensed consolidated 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 consolidated 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, 1994.
2. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments, consisting of
only normal accruals, necessary to present fairly the Partnership's
financial position at March 31, 1995, the results of operations for the
three months ended March 31, 1995 and 1994 and cash flows for the three
months then ended.
3. The results of operations for the three months ended March 31, 1995 are not
necessarily indicative of the results to be expected for the full year.
5
<PAGE>
PS PARTNERS, LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
Results of Operations:
- - ----------------------
THREE MONTHS ENDED MARCH 31, 1995 COMPARED TO THREE MONTHS ENDED MARCH 31,
1994:
The Partnership's net income for the three months ended March 31, 1995 was
$501,000 compared to $448,000 for the three months ended March 31, 1994,
representing an increase of $53,000. This increase was primarily due to
increases in operating results at the Partnership's mini-warehouse facilities
and interest income partially offset by an increase in depreciation.
Rental income was $2,647,000 compared to $2,537,000 for the three months
ended March 31, 1995 and 1994, respectively, representing an increase of
$110,000, or 4%. This increase was the result of increased average realized
rental rates at the Partnership's mini-warehouse and business park facilities,
and increased occupancy at the business park facilities. The weighted average
occupancy levels at the mini-warehouse and business park facilities were 87% and
92%, respectively, for the three months ended March 31, 1995 compared to 87% and
90% respectively, for the three months ended March 31, 1994. The monthly average
realized rent per square foot for the mini-warehouse and business park
facilities were $.58 and $.65, respectively, for the three months ended March
31, 1995 and $.54 and $.64, respectively, for the three months ended March 31,
1994.
Cost of operations (including management fees) were $1,022,000 and $965,000
for the three months ended March 31, 1995 and 1994, respectively, representing
an increase of $57,000. This increase was primarily attributable to increases in
property tax and utilities expenses.
Minority interest in income decreased $4,000 to $573,000 from $577,000 for
the three months ended March 31, 1995 and 1994, respectively. This decrease was
primarily attributable to the depreciation flips which offset the increase in
operations at the Partnership's real estate facilities for those properties
owned jointly with SEI.
6
<PAGE>
PS PARTNERS, LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
(Continued)
Liquidity and Capital Resources
- - -------------------------------
The Partnership has adequate sources of cash to finance its operations, both
on a short-term and long-term basis, primarily from internally generated cash
from property operations and cash reserves. Cash generated from operations
($1,552,000 for the three months ended March 31, 1995) has been sufficient to
meet all current obligations of the Partnership.
During 1995, the Partnership anticipates approximately $770,000 of capital
improvements (of which $295,000 represents SEI's joint venture share). Total
capital improvements were $48,000 for the three months ended March 31, 1995 of
which $30,000 represents the Partnership's share.
The Partnership paid distributions to the limited and general partners
totaling $644,000 ($9.75 per unit) and $78,000, respectively, during the first
three months of 1995. Future distribution rates may be adjusted to levels which
are supported by operating cash flow after capital improvements and any other
necessary obligations.
7
<PAGE>
ITEMS 1 through 4 are not applicable.
Item 5 Other Information
-----------------
On February 28, 1995, SEI completed a cash tender offer, in which SEI
acquired 15,767 of the 66,000 outstanding limited partnership Units at $400 per
Unit. As of March 31, 1995, SEI owned 40,297 Units in the Partnership (61.1% of
the outstanding Units).
Item 6 Exhibits and Reports on Form 8-K
--------------------------------
(a) The following Exhibits are 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 10, 1995
PS PARTNERS, LTD.
BY: Storage Equities, Inc.
General Partner
BY: /s/ Ronald L. Havner
---------------------------------------
Ronald L. Havner, Jr.
Vice President - Storage Equities, Inc.
(principal financial and accounting
officer)
8
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> MAR-31-1995
<CASH> 1,981,000
<SECURITIES> 0
<RECEIVABLES> 44,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,025,000
<PP&E> 57,095,000
<DEPRECIATION> (20,465,000)
<TOTAL-ASSETS> 38,655,000
<CURRENT-LIABILITIES> 810,000
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 16,388,000
<TOTAL-LIABILITY-AND-EQUITY> 38,655,000
<SALES> 0
<TOTAL-REVENUES> 2,676,000
<CGS> 0
<TOTAL-COSTS> 1,022,000
<OTHER-EXPENSES> 580,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,074,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 501,000
<EPS-PRIMARY> 6.44
<EPS-DILUTED> 0
</TABLE>
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