<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 June 30, 1995
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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 0-13479
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PS PARTNERS III, LTD.
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(Exact name of registrant as specified in its charter)
California 95-3920904
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 North Brand Blvd.
Glendale, California 91203-1241
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 244-8080
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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
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INDEX
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<S> <C>
PART I. FINANCIAL INFORMATION
Condensed consolidated balance sheets at June 30, 1995
and December 31, 1994 2
Condensed consolidated statements of income for the three and
six months ended June 30, 1995 and 1994 3
Condensed consolidated statements of cash flows for the six
months ended June 30, 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 5 are not applicable)
Item 6 - Exhibits and Reports on Form 8-K 8
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PS PARTNERS III, LTD.,
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30 December 31,
1995 1994
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(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 1,738,000 $ 2,131,000
Rent and other receivables 59,000 59,000
Real estate facilities, at cost:
Land 15,392,000 15,392,000
Buildings and equipment 73,331,000 73,147,000
------------ -----------
88,723,000 88,539,000
Less accumulated depreciation (30,522,000) (28,884,000)
------------ ------------
58,201,000 59,655,000
Other assets 170,000 171,000
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$ 60,168,000 $ 62,016,000
============ ============
LIABILITIES AND PARTNERS' EQUITY
Accounts payable $ 556,000 $ 762,000
Advance payments from renters 551,000 567,000
Minority interest in general 28,106,000 28,090,000
partnerships
Partners' equity:
Limited partners' equity, $500 per
unit, 128,000 units authorized,
issued and outstanding 30,561,000 32,187,000
General partner's equity 394,000 410,000
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Total partners' equity 30,955,000 32,597,000
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$ 60,168,000 $ 62,016,000
============ ============
</TABLE>
See accompanying notes.
2
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PS PARTNERS III, LTD.,
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------------ ------------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> C>
REVENUE:
Rental income $3,820,000 $3,655,000 $7,487,000 $7,192,000
Interest income 27,000 9,000 59,000 15,000
---------- ---------- ---------- ----------
3,847,000 3,664,000 7,546,000 7,207,000
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Cost of operations 1,206,000 1,184,000 2,458,000 2,404,000
Management fees 227,000 217,000 445,000 427,000
Depreciation and amortization 811,000 782,000 1,638,000 1,582,000
Administrative 66,000 38,000 119,000 86,000
---------- ---------- ---------- ----------
2,310,000 2,221,000 4,660,000 4,499,000
---------- ---------- ---------- ----------
Income before minority interest 1,537,000 1,443,000 2,886,000 2,708,000
Minority interest in income 796,000 765,000 1,529,000 1,485,000
---------- ---------- ---------- ----------
NET INCOME $ 741,000 $ 678,000 $1,357,000 $1,223,000
========== ========== ========== ==========
Limited partners' share of net income
($8.18 per unit in 1995 and $7.76
per unit in 1994) $1,047,000 $ 993,000
General partner's share of net income 310,000 230,000
---------- ----------
$1,357,000 $1,223,000
========== ==========
</TABLE>
See accompanying notes.
3
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PS PARTNERS III, LTD.,
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30
--------------------------
1995 1994
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,357,000 $ 1,223,000
Adjustments to reconcile net
income to net cash provided by
operating activities
Depreciation and amortization 1,638,000 1,582,000
Increase in rent and other
receivables - (45,000)
Decrease (increase) in other
assets 1,000 (8,000)
Decrease in accounts payable (206,000) (232,000)
Decrease in advance payments
from renters (16,000) (12,000)
Minority interest in income 1,529,000 1,485,000
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Total adjustments 2,946,000 2,770,000
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Net cash provided by
operating activities 4,303,000 3,993,000
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CASH FLOWS USED IN INVESTING ACTIVITIES:
Additions to real estate facilities (184,000) (231,000)
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Net cash used in
investing activities (184,000) (231,000)
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CASH FLOWS USED IN FINANCING ACTIVITIES:
Distributions to holder of
minority interest (1,513,000) (1,401,000)
Distributions to partners (2,999,000) (2,198,000)
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Net cash used in
financing activities (4,512,000) (3,599,000)
----------- -----------
Net (decrease) increase in cash and
cash equivalents (393,000) 163,000
Cash and cash equivalents at the
beginning of the period 2,131,000 1,166,000
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Cash and cash equivalents at the end of
the period $ 1,738,000 $ 1,329,000
=========== ===========
</TABLE>
See accompanying notes.
4
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PS PARTNERS III, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 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 June 30, 1995, the results of operations for the three and six
months ended June 30, 1995 and 1994 and cash flows for the six months then
ended.
3. The results of operations for the three and six months ended June 30, 1995
are not necessarily indicative of the results to be expected for the full
year.
5
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PS PARTNERS III, LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations:
----------------------
THREE AND SIX MONTHS ENDED JUNE 30, 1995 COMPARED TO THREE AND SIX MONTHS ENDED
JUNE 30, 1994:
The Partnership's net income was $1,357,000 and $1,223,000 for the six months
ended June 30, 1995 and 1994, respectively, representing an increase of
$134,000. Net income was $741,000 and $678,000 for the three months ended June
30, 1995 and 1994, respectively, representing an increase of $63,000. These
increases were primarily due to increases in operating results at the mini-
warehouse facilities and interest income partially offset by increases in
depreciation and administrative expenses and minority interest in income for
those properties held in joint venture with Storage Equities, Inc. ("SEI").
Rental income for the six months ended June 30, 1995 was $7,487,000 compared
to $7,192,000 for the same period in 1994, representing an increase of
$295,000, or 4%. This increase was due to improved rental income at the mini-
warehouse facilities where rental income was $7,031,000 and $6,736,000 for the
six months ended June 30, 1995 and 1994, respectively, representing an increase
of $295,000, or 4%. Rental income was $456,000 at the Partnership's business
park facilities for both of the six months ended June 30, 1994 and 1995.
Rental income for the three months ended June 30, 1995 was $3,820,000
compared to $3,655,000 for the same period in 1994, representing an increase of
$165,000, or 5%. Rental income was $3,570,000 and $3,431,000 at the
Partnership's mini-warehouse facilities for the three months ended June 30, 1995
and 1994, respectively, representing an increase of $139,000, or 4%. Rental
income increased from $224,000 to $250,000 at the Partnership's business park
facilities for the three months ended June 30, 1994 and 1995, respectively,
representing and increase of $26,000, or 11%.
The increases in rental income were the result of increased occupancy levels
at the Partnerships real estate facilities combined with increased average
realized rental rates specifically at the mini-warehouse facilities partially
offset by decreased average realized rental rates at the business park facility.
The weighted average occupancy levels at the mini-warehouse and business park
facilities were 90% and 97%, respectively, for the six months ended June 30,
1995 compared to 89% and 93%, respectively, for the six months ended June 30,
1994. The monthly average realized rent per square
6
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PS PARTNERS III, LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
foot for the mini-warehouse and business park facilities was $.54 and $.51,
respectively, for the six months ended June 30, 1995 and $.52 and $.54,
respectively, for the six months ended June 30, 1994.
Cost of operations (including management fees) were $2,903,000 and $2,831,000
for the six months ended June 30, 1995 and 1994, respectively, representing an
increase of $72,000, or 3%. Cost of operations (including management fees) were
$1,433,000 and $1,401,000 for the three months ended June 30, 1995 and 1994,
respectively, representing an increase of $32,000, or 2%. These increases were
primarily attributable to increases in insurance, property tax, utilities and
commercial tenant improvement expenses, partially offset by decreases in office
expenses and tenant settlements.
General and administrative expenses increased from $86,000 to $119,000 in
1995 or $33,000. This increase is principally a result of non-recurring
expenses totaling $44,000 incurred in connection with having the Partnership's
facilities undergo environmental studies.
Minority interest in income increased $44,000 to $1,529,000 from $1,485,000
for the six months ended June 30, 1995 and 1994, respectively. This increase
was primarily attributable to improved operations at the Partnership's real
estate facilities for those properties owned jointly with SEI.
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
($4,303,000 for the six months ended June 30, 1995) has been sufficient to meet
all current obligations of the Partnership.
During 1995, the Partnership anticipates approximately $969,000 of capital
improvements (of which $300,000 represents SEI's joint venture share). Total
capital improvements were $184,000 for the six months ended June 30, 1995 of
which $137,000 represents the Partnership's share.
The Partnership paid distributions to the limited and general partners
totaling $2,673,000 ($20.88 per unit) and $326,000, respectively, during the
first six 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
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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: August 8, 1995
PS PARTNERS III, LTD.
BY: Storage Equities, Inc.
General Partner
BY: /s/ Ronald L. Havner, Jr.
--------------------------------------------
Ronald L. Havner, Jr.
Vice President - Storage Equities, Inc.
(principal financial and accounting
officer)
8
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<CASH> 1,738,000
<SECURITIES> 0
<RECEIVABLES> 59,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,797,000
<PP&E> 88,723,000
<DEPRECIATION> (30,522,000)
<TOTAL-ASSETS> 60,168,000
<CURRENT-LIABILITIES> 1,107,000
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 30,955,000
<TOTAL-LIABILITY-AND-EQUITY> 60,168,000
<SALES> 7,487,000
<TOTAL-REVENUES> 7,546,000
<CGS> 2,903,000
<TOTAL-COSTS> 2,903,000
<OTHER-EXPENSES> 1,757,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,357,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,357,000
<EPS-PRIMARY> 8.18
<EPS-DILUTED> 0.000
</TABLE>
