PS PARTNERS LTD
10-Q, 1996-05-15
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 [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)
                 


           701 Western Avenue
         Glendale, California                                     91201-2394
- ---------------------------------------                    --------------------
(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



PART I.   FINANCIAL INFORMATION

         Condensed consolidated balance sheets at March 31, 1996       
               and December 31, 1995                                          2

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

         Condensed consolidated statements of cash flows for the three
              months ended March 31, 1996 and 1995                            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 5 are not applicable)

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


<PAGE>
                                PS PARTNERS, LTD.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>

                                                                                     March 31,          December 31,
                                                                                       1996                  1995
                                                                                  ----------------      ---------------
                                                                                    (Unaudited)
                                     ASSETS
                                     ------


<S>                                                                               <C>
Cash and cash equivalents                                                         $       548,000         $     511,000

Rent and other receivables                                                                 72,000               121,000

Real estate facilities, at cost:
     Land                                                                              11,855,000            11,855,000
     Buildings and equipment                                                           45,963,000            45,866,000
                                                                                  ----------------      ---------------
                                                                                       57,818,000            57,721,000

     Less accumulated depreciation                                                   (22,766,000)          (22,175,000)
                                                                                  ----------------      ---------------
                                                                                       35,052,000           35,546,000
Other assets                                                                              131,000              129,000
                                                                                  ----------------      ---------------
                                                                                    $  35,803,000        $  36,307,000
                                                                                  ================      ===============
           

                        LIABILITIES AND PARTNERS' EQUITY
                        --------------------------------


Accounts payable                                                                   $     623,000       $      746,000

Advance payments from renters                                                            419,000              391,000

Minority interest in general partnerships                                             21,210,000           21,317,000
                                         

Partners' equity:
     Limited partners' equity, $500 per unit, 66,000
          units authorized, issued and outstanding                                    13,372,000           13,671,000
                                                  
     General partner's equity                                                            179,000              182,000
                                                                                  ----------------      ---------------
                             
     Total partners' equity                                                           13,551,000           13,853,000
                                                                                  ----------------      ---------------

                                                                                    $  35,803,000      $   36,307,000
                                                                                  ================      ===============
                            
</TABLE>
                             See accompanying notes.
                                        2
<PAGE>
                                PS PARTNERS, LTD.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)


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

REVENUE:

Rental income                                  $     2,695,000    $  2,647,000
                                                
Interest income                                          6,000         29,000
                                                ---------------   ------------

                                                     2,701,000      2,676,000
                                                ---------------   ------------

COSTS AND EXPENSES:

Cost of operations                                     961,000        864,000
                                                                                
Management fees                                        160,000        158,000
                                                                               
Depreciation and amortization                          591,000        552,000
                                                                              
Administrative                                          15,000         28,000 
                                                ---------------   ------------ 
                                                     1,727,000      1,602,000 
                                                ---------------   ------------ 
                                                                              
                                                                              
Income before minority interest                        974,000      1,074,000  
                                                                              
Minority interest in income                            476,000        573,000  
                                                ---------------   ------------ 
                                                                              
                                          
NET INCOME                                      $      498,000    $   501,000
                                                ===============   ============

Limited partners' share of net income
     ($6.27 per unit in 1996 and $6.44
     per unit in 1995)                          $      414,000    $   425,000
                                                 
General partner's share of net income                   84,000         76,000
                                                ---------------   ------------
                                                $      498,000     $   501,000
                                                ===============   ============

                             See accompanying notes.
                                        3
<PAGE>
                                PS PARTNERS, LTD.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>


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

Cash flows from operating activities:

     <S>                                                                        <C>             <C>        
     Net income                                                                $   498,000     $   501,000

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

          Depreciation and amortization                                            591,000         552,000 
                                                                                                           
          Decrease in rent and other receivables                                    49,000          13,000 
                                                                                                           
          Increase in other assets                                                 (2,000)         (6,000) 
                                                                                                           
          Decrease in accounts payable                                           (123,000)        (68,000) 
                                                                                                           
          Increase (decrease) in advance payments from renters                      28,000        (13,000) 
                                                                                                           
          Minority interest in income                                              476,000         573,000 
                                                                            --------------- ---------------
                                                                                                           
               Total adjustments                                                 1,019,000       1,051,000 
                                                                            --------------- ---------------
                                                                                                           
                                                                                                           
               Net cash provided by operating activities                         1,517,000       1,552,000 
                                                                            --------------- ---------------
                                                                   

Cash flows from investing activities:
     Additions to real estate facilities                                          (97,000)        (48,000)
                                                                            --------------- ---------------
                                       
               Net cash used in investing activities                              (97,000)        (48,000)
                                                                            --------------- ---------------
                                                    
Cash flows from financing activities:
     Distributions to holder of minority interest                                (583,000)       (656,000)
     Distributions to partners                                                   (800,000)       (722,000)
                                                                            --------------- ---------------
                              
               Net cash used in financing activities                           (1,383,000)     (1,378,000)
                                                                            --------------- ---------------
                                                    
Net increase in cash and cash equivalents                                           37,000         126,000

Cash and cash equivalents at the beginning of the period                           511,000       1,855,000
                                                                            --------------- ---------------
                                                         
Cash and cash equivalents at the end of the period                         $       548,000   $   1,981,000
                                                                            =============== ===============
</TABLE>
                             See accompanying notes.
                                        4
<PAGE>
                                PS PARTNERS, LTD.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (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, 1995.


  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, 1996,  the results of operations for the
       three  months  ended March 31, 1996 and 1995 and 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 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, 1996  compared to three months ended March 31,
1995:

     The Partnership's net income was $498,000 and $501,000 for the three months
ended March 31, 1996 and 1995, respectively,  representing a decrease of $3,000.
The  decrease  was  primarily  due to a  decrease  in  operating  results at the
Partnership's  mini-warehouse  facilities,  combined with a decrease in interest
income,  partially offset by a decrease in operations at the Partnership's  real
estate facilities owned jointly with Public Storage, Inc. ("PSI").

     Net property  income  (rental income less cost of operations and management
fees and  excluding  depreciation)  for the three  months  ended  March 31, 1996
decreased  $51,000 or 3%, as rental income increased $48,000 or 2%, and costs of
operations  (including  management  fees  and  excluding  depreciation  expense)
increased $99,000 or 10% compared to the same period in 1995.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$2,539,000  compared to $2,491,000  for the three months ended March 31,1996 and
1995, respectively,  representing an increase of $48,000, or 2%. The increase in
rental income was primarily attributable to increased rental rates. The weighted
average occupancy levels at the  mini-warehouse  facilities was 87% for both the
three months ended March 31, 1996 and 1995.  The monthly  average  realized rent
per square foot for the mini-warehouse  facilities was $.60 compared to $.58 for
the  three  months  ended  March  31,  1996  and  1995,  respectively.  Costs of
operations  (including  management  fees)  for  the  mini-warehouses   increased
$107,000 or 11%, to  $1,052,000  from  $945,000 for the three months ended March
31, 1996 and 1995,  respectively.  This  increase was the result of increases in
repairs  and  maintenance  and  property  tax  expenses.  Accordingly,  for  the
Partnership's mini-warehouse operations, property net operating income decreased
$59,000 or 4% from $1,546,000 to $1,487,000 for the three months ended March 31,
1995 and 1996, respectively.

     Rental  income for the  Partnership's  business  park  operations  remained
stable at $156,000  for the three  months  ended  March 31,  1996 and 1995.  The
weighted  average  occupancy  levels at the  business  park  facilities  was 93%
compared  to  92%  for  the  three   months  ended  March  31,  1996  and  1995,
respectively. The monthly average realized rent per square foot for the business
park  facilities  was $.60 compared to $.65 for the three months ended March 31,
1996 and 1995, respectively.  Cost of operations (including management fees) for
the  business  parks  decreased  $8,000 or 10%, to $69,000  from $77,000 for the
three months ended March 31, 1996 and 1995, respectively.  Accordingly,  for the
Partnership's business park facilities,  property net operating income increased
by $8,000 or 10%,  from  $79,000 to $87,000 for the three months ended March 31,
1995 and 1996, respectively.

     Administrative  expenses  decreased $13,000 from $28,000 in 1995 to $15,000
in 1996.  This decrease is  principally a result of decreases in accounting  and
state provision for tax expenses.

     Minority interest in income decreased $97,000 to $476,000 from $573,000 for
the three months ended March 31, 1996 and 1995, respectively.  This decrease was
primarily  attributable  to the  allocation  of  depreciation  and  amortization
expense (pursuant to the partnership agreement with respect to those real estate
facilities  which are jointly  owned with PSI) to PSI of $167,000  for the three
months  ended March 31, 1996  compared to $102,000  for the same period in 1995,
combined  with a  decrease  in  operations  at  the  Partnership's  real  estate
facilities owned jointly with PSI.


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
($1,517,000  for the three months ended March 31, 1996) have been  sufficient to
meet all current obligations of the Partnership.

                                      6
<PAGE>

     During 1996, the Partnership anticipates  approximately $909,000 of capital
improvements (of which $372,000  represents  PSI's joint venture share).  During
1995,  the  Partnership's  property  manager  commenced a program to enhance the
visual  appearance  of  the  mini-warehouse   facilities  managed  by  it.  Such
enhancements will include new signs, exterior color schemes, and improvements to
the  rental  offices.  Included  in the  1996  capital  improvement  budget  are
estimated costs of $163,000 for such  enhancements.  Total capital  improvements
were  $97,000  for the  three  months  ended  March  31,  1996 of which  $69,000
represents the Partnership's share.

 
     The  Partnership  paid  distributions  to the limited and general  partners
totaling $713,000 ($10.80 per unit) and $87,000, respectively,  during the first
three months of 1996. 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>
                           PART II. OTHER INFORMATION

ITEMS 1 through 5 are not applicable.


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 14, 1996

                                         PS PARTNERS, LTD.
                        
                                   BY:   Public Storage, Inc.
                                         General Partner


                                   BY:    /s/ Ronald L. Havner , Jr.
                                         -----------------------------
                                         Ronald L. Havner, Jr.
                                         Senior Vice President & Chief Financial
                                         Officer of Public Storage, Inc.  
                                         (principal financial officer)

                                   BY:   /s/ John Reyes
                                         -----------------------------
                                         John Reyes
                                         Vice President and Controller
                                         of Public Storage, Inc.
                                         (Principal accounting officer)

                                        8

<TABLE> <S> <C>

<ARTICLE>                     5
<CIK>                         0000702276
<NAME>                         PS PARTNERS, LTD.
       
<S>                           <C>
<PERIOD-TYPE>                               3-MOS
<FISCAL-YEAR-END>                     DEC-31-1995
<PERIOD-END>                          MAR-31-1996
<CASH>                                    548,000
<SECURITIES>                                    0
<RECEIVABLES>                              72,000
<ALLOWANCES>                                    0
<INVENTORY>                                     0
<CURRENT-ASSETS>                          620,000
<PP&E>                                 57,818,000
<DEPRECIATION>                       (22,766,000)
<TOTAL-ASSETS>                         35,803,000
<CURRENT-LIABILITIES>                   1,042,000
<BONDS>                                         0
                           0
                                     0
<COMMON>                                        0
<OTHER-SE>                             13,551,000
<TOTAL-LIABILITY-AND-EQUITY>           35,803,000
<SALES>                                 2,695,000
<TOTAL-REVENUES>                        2,701,000
<CGS>                                   1,121,000
<TOTAL-COSTS>                           1,121,000
<OTHER-EXPENSES>                          606,000
<LOSS-PROVISION>                                0
<INTEREST-EXPENSE>                              0
<INCOME-PRETAX>                           498,000
<INCOME-TAX>                                    0
<INCOME-CONTINUING>                             0
<DISCONTINUED>                                  0
<EXTRAORDINARY>                                 0
<CHANGES>                                       0
<NET-INCOME>                              498,000
<EPS-PRIMARY>                                6.27
<EPS-DILUTED>                               0.000
        

</TABLE>


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