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, 1997
------------------
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 0-11981
-------
PS PARTNERS II, LTD.
(Exact name of registrant as specified in its charter)
-------------------------------------------------------
California 95-3878680
- ------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
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 September 30, 1997
and December 31, 1996 2
Condensed consolidated statements of income for the three
and nine months ended September 30, 1997 and 1996 3
Condensed consolidated statements of cash flows for the
nine months ended September 30, 1997 and 1996 4-5
Notes to condensed consolidated financial statements 6-7
Management's discussion and analysis of financial condition
and results of operations 8-11
PART II. OTHER INFORMATION
(Items 1 through 5 are not applicable)
Item 6 - Exhibits and Reports on Form 8-K 12
<PAGE>
<TABLE>
<CAPTION>
PS PARTNERS II, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1997 1996
---------------------------------------
(Unaudited)
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 991,000 $ 1,239,000
Rent and other receivables 86,000 123,000
Real estate facilities, at cost:
Land 10,580,000 17,414,000
Buildings and equipment 59,036,000 73,222,000
---------------------------------------
69,616,000 90,636,000
Less accumulated depreciation (31,405,000) (37,683,000)
---------------------------------------
38,211,000 52,953,000
Investment in real estate entity 14,118,000 -
Other assets 144,000 243,000
---------------------------------------
$ 53,550,000 $ 54,558,000
=======================================
LIABILITIES AND PARTNERS' EQUITY
Accounts payable $ 451,000 $ 519,000
Advance payments from renters 437,000 427,000
Mortgage notes payable - -
Minority interest in general partnerships 14,910,000 15,069,000
Partners' equity:
Limited partners' equity, $500 per unit, 128,000
units authorized, issued and outstanding 37,293,000 38,077,000
General partner's equity 459,000 466,000
---------------------------------------
Total partners' equity 37,752,000 38,543,000
---------------------------------------
$ 53,550,000 $ 54,558,000
=======================================
See accompanying notes.
2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PS PARTNERS II, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------------------------------------------------
1997 1996 1997 1996
--------------------------------------------------------------------
REVENUE:
<S> <C> <C> <C> <C>
Rental income $ 3,524,000 $ 3,928,000 $ 10,181,000 $ 11,511,000
Equity in income of real estate entity 184,000 - 541,000 -
Interest income 14,000 16,000 39,000 39,000
--------------------------------------------------------------------
3,722,000 3,944,000 10,761,000 11,550,000
--------------------------------------------------------------------
COSTS AND EXPENSES:
Cost of operations 1,006,000 1,284,000 3,097,000 3,844,000
Management fees 212,000 230,000 611,000 673,000
Depreciation and amortization 723,000 885,000 2,143,000 2,601,000
Interest expense - - - 14,000
Administrative 36,000 37,000 108,000 123,000
--------------------------------------------------------------------
1,977,000 2,436,000 5,959,000 7,255,000
--------------------------------------------------------------------
Income before minority interest 1,745,000 1,508,000 4,802,000 4,295,000
Minority interest in income (466,000) (440,000) (1,286,000) (1,224,000)
--------------------------------------------------------------------
NET INCOME $ 1,279,000 $ 1,068,000 $ 3,516,000 $ 3,071,000
====================================================================
Limited partners' share of net income
($23.86 per unit in 1997 and $20.97
per unit in 1996) $ 3,054,000 $ 2,684,000
General partner's share of net income 462,000 387,000
---------------------------------
$ 3,516,000 $ 3,071,000
===================================
See accompanying notes.
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PS PARTNERS II, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
September 30,
-----------------------------------------
1997 1996
-----------------------------------------
Cash flows from operating activities:
<S> <C> <C>
Net income $ 3,516,000 $ 3,071,000
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 2,143,000 2,601,000
Decrease in rent and other receivables 37,000 28,000
Decrease (increase) in other assets 99,000 (60,000)
(Decrease) increase in accounts payable (68,000) 88,000
Increase in advance payments from renters 10,000 6,000
Equity in income of real estate entity (541,000) -
Minority interest in income 1,286,000 1,224,000
-----------------------------------------
Total adjustments 2,966,000 3,887,000
-----------------------------------------
Net cash provided by operating activities 6,482,000 6,958,000
-----------------------------------------
Cash flows used in investing activities:
Investment in real estate entity (3,000) -
Additions to real estate facilities (975,000) (665,000)
-----------------------------------------
Net cash used in investing activities (978,000) (665,000)
-----------------------------------------
Cash flows used in financing activities:
Principal payments on mortgage notes payable - (2,260,000)
Distributions to holder of minority interest (1,445,000) (1,384,000)
Contribution from holder of minority interest - 1,438,000
Distributions to partners (4,307,000) (3,603,000)
-----------------------------------------
Net cash used in financing activities (5,752,000) (5,809,000)
-----------------------------------------
Net (decrease) increase in cash and cash equivalents (248,000) 484,000
Cash and cash equivalents at the beginning of the period 1,239,000 904,000
-----------------------------------------
Cash and cash equivalents at the end of the period $ 991,000 $ 1,388,000
=========================================
See accompanying notes.
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PS PARTNERS II, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Continued)
Nine Months Ended
September 30,
--------------------------------------
1997 1996
--------------------------------------
Supplemental schedule of noncash investing and financing activities:
<S> <C> <C>
Investment in real estate entity $ (13,574,000) $ -
Transfer of real estate facilities for interest in real estate entity 13,574,000 -
See accompanying notes.
5
</TABLE>
<PAGE>
PS PARTNERS II, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(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, 1996.
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 September 30, 1997, the results of operations
for the three and nine months ended September 30, 1997 and 1996 and
cash flows for the nine months then ended.
3. The results of operations for the three and nine months ended
September 30, 1997 are not necessarily indicative of the results to be
expected for the full year.
4. Effective January 2, 1997, Public Storage, Inc. ("PSI"), the
Partnership's general partner, formed a new private real estate
investment trust named American Office Park Properties, Inc. ("AOPP")
which will focus its investment efforts on the ownership and
management of commercial properties (also referred to as business park
facilities). In connection with the formation of AOPP, PSI and
affiliated partnerships transferred commercial properties to a newly
created partnership underlying AOPP in exchange for limited
partnership interests (AOPP and the underlying partnership
collectively referred to as the "New REIT"). The Partnership
participated in the initial transaction by exchanging its two
commercial properties, one of which was owned jointly by the
Partnership and PSI, for 576,250 limited partnership units, which
represented approximately 8.6% of the initial capitalization of the
partnership underlying AOPP.
The number of limited partnership units received by the Partnership
was based on the relative fair market value of the Partnership's
commercial properties exchanged compared to the aggregate of all other
real estate assets exchanged for limited partnership units in the
underlying partnership. The Partnership's limited partnership units,
pursuant to the terms and conditions of the governing documents, are
convertible into shares of common stock of AOPP.
6
<PAGE>
4. (Continued)
The general partners believe that the concentration of PSI's, the
Partnership's and affiliate entities' commercial properties into a
single entity will create a vehicle which should facilitate future
growth in this segment of the real estate industry. PSI, the
Partnership and the affiliates transferring real estate assets to the
New REIT will participate in the growth through their ownership
interests in the New REIT.
The Partnership accounts for its investment in New REIT using the
equity method of accounting; accordingly, equity in earnings of real
estate entity, as reflected on the Partnership's statement of income
for the three and nine months ended September 30, 1997, reflects the
Partnership's pro rata share of the earnings of the New REIT. The
investment was initially recorded at the Partnership's net book value
of its properties exchanged for limited partnership units. The
investment is subsequently adjusted for the Partnership's pro rata
share of income and distributions from the underlying partnership of
the New REIT.
7
<PAGE>
PS PARTNERS II, LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations:
- ----------------------
THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1996:
The Partnership's net income for the three months ended September 30, 1997
was $1,279,000 compared to $1,068,000 for the three months ended September 30,
1996, representing an increase of $211,000, or 20%. Excluding the 1996
operations for the Partnership's business park facilities as compared to the
1997 equity in income of real estate entity, the increase is due to an increase
in the Partnership's mini-warehouse operations.
Rental income for the Partnership's mini-warehouse operations was
$3,524,000 compared to $3,349,000 for the three months ended September 30, 1997
and 1996, respectively, representing an increase of $175,000, or 5%. The
increase in rental income was primarily attributable to increased rental rates
at the Partnership's mini-warehouse facilities, partially offset by decreased
average occupancy levels. The monthly average realized rent per square foot for
the mini-warehouse facilities was $.65 compared to $.61 for the three months
ended September 30, 1997 and 1996, respectively. The weighted average occupancy
levels at the mini-warehouse facilities decreased from 93% to 92% for the three
months ended September 30, 1996 and 1997, respectively. Cost of operations
(including management fees) increased $44,000, or 4%, to $1,218,000 from
$1,174,000 for the three months ended September 30, 1997 and 1996, respectively.
This increase was primarily attributable to increases in advertising and
property tax expenses. Accordingly, for the Partnership's mini-warehouse
operations, property net operating income increased by $131,000, or 6%, from
$2,175,000 to $2,306,000 for the three months ended September 30, 1996 and 1997,
respectively.
Effective January 2, 1997, Public Storage, Inc. ("PSI"), the Partnership's
general partner, formed a new private real estate investment trust named
American Office Park Properties, Inc. ("AOPP") which will focus its investment
efforts on the ownership and management of commercial properties. In connection
with the formation of AOPP, PSI and affiliated partnerships transferred
commercial properties to a newly created partnership underlying AOPP in exchange
for limited partnership interests (AOPP and the underlying partnership
collectively referred to as the "New REIT"). The Partnership participated in the
initial transaction by exchanging its two commercial properties, one of which
was owned jointly by the Partnership and PSI, for 576,250 limited partnership
units, which represented approximately 8.6% of the initial capitalization of the
partnership underlying AOPP.
8
<PAGE>
The Partnership accounts for its investment in New REIT using the equity
method of accounting. The following table summarizes the Partnership's equity in
earnings from its investment in the New REIT for the three months ended
September 30, 1997 compared to the operation of the exchanged business park
facilities for the three months ended September 30, 1996:
Three Months Ended September 30,
--------------------------------
1997 1996
------------- --------------
Equity in earnings of real estate entity $ 184,000 $ -
Rental income - 579,000
Cost of operations - 340,000
Net operating income 184,000 239,000
Depreciation - 196,000
------------- --------------
$ 184,000 $ 43,000
============= ==============
Depreciation and amortization attributable to the Partnership's
mini-warehouses increased $34,000 from $689,000 to $723,000 for the three months
ended September 30, 1996 and 1997, respectively. This increase was primarily
attributable to the depreciation of capital expenditures made during 1996 and
1997.
Minority interest in income increased $26,000, or 6%, to $466,000 from
$440,000 for the three months ended September 30, 1997 and 1996, respectively.
This increase was primarily attributable to an increase in operations at the
Partnership's real estate facilities owned jointly with PSI.
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1996:
The Partnership's net income for the nine months ended September 30, 1997
was $3,516,000 compared to $3,071,000 for the nine months ended September 30,
1996, representing an increase of $445,000, or 14%. Excluding the 1996
operations for the Partnership's business park facilities as compared to the
1997 equity in income of real estate entity, the increase is due to an increase
in the Partnership's mini-warehouse operations, partially offset by increased
minority interest in income for those properties held jointly with PSI.
Rental income for the Partnership's mini-warehouse operations was
$10,181,000 compared to $9,761,000 for the nine months ended September 30, 1997
and 1996, respectively, representing an increase of $420,000, or 4%. The
increase in rental income was primarily attributable to increased rental rates
at the Partnership's mini-warehouse facilities, partially offset by decreased
average occupancy levels. The monthly average realized rent per square foot for
the mini-warehouse facilities was $.64 compared to $.60 for the nine months
ended September 30, 1997 and 1996, respectively. The weighted average occupancy
levels at the mini-warehouse facilities decreased from 91% to 90% for the nine
9
<PAGE>
months ended September 30, 1996 and 1997, respectively. Cost of operations
(including management fees) increased $200,000, or 6%, to $3,708,000 from
$3,508,000 for the nine months ended September 30, 1997 and 1996, respectively.
This increase was primarily attributable to increases in advertising, property
tax, management, and office expenses. Accordingly, for the Partnership's
mini-warehouse operations, property net operating income increased by $220,000,
or 4%, from $6,253,000 to $6,473,000 for the nine months ended September 30,
1996 and 1997, respectively.
The Partnership accounts for its investment in New REIT using the equity
method of accounting. The following table summarizes the Partnership's equity in
earnings from its investment in the New REIT for the nine months ended September
30, 1997 compared to the operation of the exchanged business park facilities for
the nine months ended September 30, 1996:
Nine Months Ended September 30,
-------------------------------
1997 1996
-------------- -------------
Equity in earnings of real estate entity $ 541,000 $ -
Rental income - 1,750,000
Cost of operations - 1,009,000
-------------- -------------
Net operating income 541,000 741,000
Depreciation - 546,000
-------------- -------------
$ 541,000 $ 195,000
============== =============
Depreciation and amortization attributable to the Partnership's
mini-warehouses increased $88,000 from $2,055,000 to $2,143,000 for the nine
months ended September 30, 1996 and 1997, respectively. This increase was
primarily attributable to the depreciation of capital expenditures made during
1996 and 1997.
Minority interest in income was $1,286,000 in 1997 compared to $1,224,000
in 1996, representing an increase of $62,000, or 5%. This increase was primarily
attributable to an increase in operations at the Partnership's real estate
facilities owned jointly with PSI.
Interest expense in 1996 represents interest on the Partnership's mortgage
note payable that was repaid prior to maturity in March 1996.
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
($6,482,000 for the nine months ended September 30, 1997) has been sufficient to
meet all current obligations of the Partnership.
During 1997, the Partnership anticipates approximately $1,252,000 of
capital improvements (of which $257,000 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. Such enhancements
10
<PAGE>
include new signs, exterior color schemes, and improvements to the rental
offices. This program continued in 1997. Total capital improvements were
$975,000 for the nine months ended September 30, 1997 of which $768,000
represents the Partnership's share.
The Partnership paid distributions to the limited and general partners
totaling $3,837,000 ($29.98 per unit) and $470,000, respectively, during the
first nine months of 1997. Future distribution rates may be adjusted to levels
which are supported by operating cash flow after capital improvements and any
other necessary obligations.
11
<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: November 12, 1997
PS PARTNERS II, LTD.
BY: Public Storage, Inc.
General Partner
BY: /s/ John Reyes
---------------------------------
Senior Vice President and Chief Financial
Officer of Public Storage, Inc.
(principal financial and accounting
officer)
12
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000727069
<NAME> PS PARTNERS II, LTD.
<MULTIPLIER> 1
<CURRENCY> U.S. $
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-1-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<CASH> 991,000
<SECURITIES> 0
<RECEIVABLES> 86,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,077,000
<PP&E> 69,616,000
<DEPRECIATION> (31,405,000)
<TOTAL-ASSETS> 53,550,000
<CURRENT-LIABILITIES> 888,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 37,752,000
<TOTAL-LIABILITY-AND-EQUITY> 53,550,000
<SALES> 0
<TOTAL-REVENUES> 10,761,000
<CGS> 0
<TOTAL-COSTS> 3,708,000
<OTHER-EXPENSES> 2,251,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,516,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,516,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,516,000
<EPS-PRIMARY> 23.86
<EPS-DILUTED> 23.86
</TABLE>
