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, 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 0-13479
-------
PS PARTNERS III, LTD.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-3920904
------------------------------- -----------------------
(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 June 30, 1996
and December 31, 1995 2
Condensed consolidated statements of income for the three and six
months ended June 30, 1996 and 1995 3
Condensed consolidated statements of cash flows for the six
months ended June 30, 1996 and 1995 4
Notes to condensed consolidated financial statements 5
Management's discussion and analysis of financial condition
and results of operations 6-8
PART II. OTHER INFORMATION
(Items 1 through 5 are not applicable)
Item 6 - Exhibits and Reports on Form 8-K 9
<PAGE>
<TABLE>
PS PARTNERS III, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, December 31,
1996 1995
-------------------- --------------------
(Unaudited)
ASSETS
<S> <C> <C>
Cash and cash equivalents 321,000 $ 455,000
Rent and other receivables 138,000 99,000
Real estate facilities, at cost:
Land 15,392,000 15,392,000
Buildings and equipment 74,329,000 74,095,000
-------------------- --------------------
89,721,000 89,487,000
Less accumulated depreciation (33,991,000) (32,242,000)
-------------------- --------------------
55,730,000 57,245,000
Other assets 212,000 179,000
-------------------- --------------------
$ 56,401,000 $ 57,978,000
==================== ====================
LIABILITIES AND PARTNERS' EQUITY
Accounts payable $ 790,000 $ 933,000
Advance payments from renters 539,000 515,000
Minority interest in general partnerships 28,308,000 28,183,000
Partners' equity:
Limited partners' equity, $500 per unit, 128,000
units authorized, issued and outstanding 26,410,000 27,980,000
General partners' equity 354,000 367,000
-------------------- --------------------
Total partners' equity 26,764,000 28,347,000
-------------------- --------------------
$ 56,401,000 $ 57,978,000
==================== ====================
</TABLE>
See accompanying notes.
2
<PAGE>
<TABLE>
PS PARTNERS III, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------------- ------------------------------------
1996 1995 1996 1995
----------------- ---------------- ----------------- -----------------
REVENUE:
<S> <C> <C> <C> <C>
Rental income $ 3,961,000 $ 3,820,000 $ 7,848,000 $ 7,487,000
Interest income 5,000 27,000 10,000 59,000
----------------- ---------------- ----------------- -----------------
3,966,000 3,847,000 7,858,000 7,546,000
----------------- ---------------- ----------------- -----------------
COSTS AND EXPENSES:
Cost of operations 1,244,000 1,206,000 2,554,000 2,458,000
Management fees 235,000 227,000 466,000 445,000
Depreciation and amortization 877,000 811,000 1,749,000 1,638,000
Administrative 60,000 66,000 79,000 119,000
----------------- ---------------- ----------------- -----------------
2,416,000 2,310,000 4,848,000 4,660,000
----------------- ---------------- ----------------- -----------------
Income before minority interest 1,550,000 1,537,000 3,010,000 2,886,000
Minority interest in income (823,000) (796,000) (1,594,000) (1,529,000)
----------------- ---------------- ----------------- -----------------
NET INCOME $ 727,000 741,000 $ 1,416,000 $ 1,357,000
================= ================ ================= =================
Limited partners' share of net income
($8.63 per unit in 1996 and $8.18
per unit in 1995) $ 1,105,000 $ 1,047,000
General partners' share of net income 311,000 310,000
================= =================
$ 1,416,000 $ 1,357,000
================= =================
</TABLE>
See accompanying notes.
3
<PAGE>
<TABLE>
PS PARTNERS III, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Six Months Ended
June 30,
--------------------------------------------
1996 1995
-------------------- --------------------
Cash flows from operating activities:
<S> <C> <C>
Net income $ 1,416,000 $ 1,357,000
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 1,749,000 1,638,000
Increase in rent and other receivables (39,000)
-
(Increase) decrease in other assets (33,000)
1,000
Decrease in accounts payable (143,000) (206,000)
Increase (decrease) in advance payments from renters 24,000 (16,000)
Minority interest in income 1,594,000 1,529,000
-------------------- --------------------
Total adjustments 3,152,000 2,946,000
-------------------- --------------------
Net cash provided by operating activities 4,568,000 4,303,000
-------------------- --------------------
Cash flows used in investing activities:
Additions to real estate facilities (234,000) (184,000)
-------------------- --------------------
Net cash used in investing activities (234,000) (184,000)
-------------------- --------------------
Cash flows used in financing activities:
Distributions to holder of minority interest (1,469,000) (1,513,000)
Distributions to partners (2,999,000) (2,999,000)
-------------------- --------------------
Net cash used in financing activities (4,468,000) (4,512,000)
-------------------- --------------------
Net decrease in cash and cash equivalents (134,000) (393,000)
Cash and cash equivalents at the beginning of the period 455,000 2,131,000
-------------------- --------------------
Cash and cash equivalents at the end of the period $ 321,000 $ 1,738,000
==================== ====================
</TABLE>
See accompanying notes.
4
<PAGE>
PS PARTNERS III, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 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 June 30, 1996, the results of operations for the
three and six months ended June 30, 1996 and 1995 and cash flows for the
six months then ended.
3. The results of operations for the three and six months ended June 30, 1996
are not necessarily indicative of the results to be expected for the full
year.
5
<PAGE>
PS PARTNERS III, LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations:
- ----------------------
Three months ended June 30, 1996 compared to three months ended June 30, 1995:
The Partnership's net income was $727,000 and $741,000 for the three months
ended June 30, 1996 and 1995, respectively, representing a decrease of $14,000,
or 2%. The decrease was primarily due to increases in depreciation and minority
interest for those properties held in joint venture with Public Storage, Inc.
("PSI"), partially offset by increases in property operating results.
Interest income decreased for the three months ended June 30, 1996 over the
same periods in 1995 as a result of a decrease in average invested cash
balances.
Net property income (rental income less cost of operations and management
fees and excluding depreciation) for the three months ended June 30, 1996
increased $95,000 or 4%, as rental income increased $141,000 or 4%, and costs of
operations (including management fees and excluding depreciation expense)
increased $46,000 or 3% compared to the same period in 1995. The increase in
property operations is due to improvements in the mini-warehouse facilities
partially offset by reduced operating results at the business park facility.
Rental income for the Partnership's mini-warehouse operations was
$3,716,000 compared to $3,570,000 for the three months ended June 30, 1996 and
1995, respectively, representing an increase of $146,000, or 4%. This increase
was primarily attributable to increased rental rates and weighted average
occupancy levels. The monthly average realized rent per square foot for the
mini-warehouse facilities was $.55 compared to $.54 for the three months ended
June 30, 1996 and 1995, respectively. The weighted average occupancy levels at
the mini-warehouse facilities was 92% compared to 90% for the three months ended
June 30, 1996 and 1995, respectively. Cost of operations (including management
fees) for the mini-warehouses increased $46,000 or 4%, to $1,369,000 from
$1,323,000 for the three months ended June 30, 1996 and 1995, respectively. This
increase was primarily attributable to increases in payroll, office,
advertising, and repairs and maintenance expenses. Accordingly, for the
Partnership's mini-warehouse operations, property net operating income increased
$100,000 or 5% from $2,247,000 to $2,347,000 for the three months ended June 30,
1995 and 1996, respectively.
Rental income for the Partnership's business park operations decreased
$5,000, or 2% to $245,000 from $250,000 for the three months ended June 30, 1996
and 1995, respectively The weighted average occupancy levels at the business
park facility was 96% compared to 97% for the three months ended June 30, 1996
and 1995, respectively. The monthly average realized rent per square foot for
the business park facility remained stable at $.56 for both three month periods
ended June 30, 1996 and 1995. Cost of operations (including management fees) for
the business park remained stable at $110,000 for the three months ended June
30, 1996 and 1995. Accordingly, for the Partnership's business park facilities,
property net operating income decreased $5,000, or 4%, to $135,000 from $140,000
for the three months ended June 30, 1996 and 1995, respectively.
Administrative expenses decreased $6,000 from $66,000 for the three months
ended June 30, 1995 compared to $60,000 for the same period in 1996. This
decrease is principally a result of non-recurring expenses in 1995, totaling
$22,000, incurred in connection with environmental assessments of the
Partnership's facilities, partially offset by an increase in accounting fees.
Minority interest in income increased $27,000 to $823,000 from $796,000 for
the three months ended June 30, 1996 and 1995, respectively. This increase was
primarily attributable to improved operations at the Partnership's real estate
facilities for those properties owned jointly with PSI, partially offset by an
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 $43,000 for the three months ended June 30, 1996 compared to
$35,000 for the same period in 1995.
6
<PAGE>
PS PARTNERS III, LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Six months ended June 30, 1996 compared to six months ended June 30, 1995:
The Partnership's net income was $1,416,000 and $1,357,000 for the six
months ended June 30, 1996 and 1995, respectively, representing an increase of
$59,000, or 4%. The increase was primarily due to increases in property
operating results and decreases in administrative expenses, partially offset by
decreases in interest income and increases in depreciation expense and minority
interest in income for those properties held in joint venture with PSI.
Net property income (rental income less cost of operations and management
fees and excluding depreciation) for the six months ended June 30, 1996
increased $244,000 or 5%, as rental income increased $361,000 or 5%, and costs
of operations (including management fees and excluding depreciation expense)
increased $117,000 or 4% compared to the same period in 1995. These increases
were due to improved operating results and the mini-warehouse facilities and at
the business park facility.
Rental income for the Partnership's mini-warehouse operations was
$7,342,000 compared to $7,031,000 for the six months ended June 30, 1996 and
1995, respectively, representing an increase of $311,000, or 4%. This increases
was primarily attributable to increased rental rates and weighted average
occupancy levels. The weighted average occupancy levels at the mini-warehouse
facilities was 91% compared to 90% for the six months ended June 30, 1996 and
1995, respectively. The monthly average realized rent per square foot for the
mini-warehouse facilities was $.55 compared to $.54 for the six months ended
June 30, 1996 and 1995, respectively. Costs of operations (including management
fees) for the mini-warehouses increased $128,000 or 5%, to $2,814,000 from
$2,686,000 for the six months ended June 30, 1996 and 1995, respectively. This
increase was primarily attributable to increases in payroll, office,
advertising, and repairs and maintenance expenses. Accordingly, for the
Partnership's mini-warehouse operations, property net operating income increased
$183,000 or 4% from $4,345,000 to $4,528,000 for the six months ended June 30,
1995 and 1996, respectively.
Rental income for the Partnership's business park operations increased
$50,000, or 11% to $506,000 from $456,000 for the six months ended June 30, 1996
and 1995, respectively. The weighted average occupancy levels at the business
park facilities was 98% compared to 97% for the six months ended June 30, 1996
and 1995, respectively. The monthly average realized rent per square foot for
the business park facility was $.56 compared to $.51 for the six months ended
June 30, 1996 and 1995, respectively. Cost of operations (including management
fees) for the business park decreased $11,000 or 5%, to $206,000 from $217,000
for the six months ended June 30, 1996 and 1995, respectively. Cost of
operations (including management fees) for the business park remained stable at
$110,000 for the three months ended June 30, 1996 and 1995. Accordingly, for the
Partnership's business park facility, property net operating income increased by
$61,000 or 26%, from $239,000 to $300,000 for the six months ended June 30, 1995
and 1996, respectively.
Administrative expenses decreased $40,000 from $119,000 to $71,000 in 1996.
This decrease is principally a result of non-recurring expenses in 1995,
totaling $44,000, incurred in connection with environmental assessments of the
Partnership's facilities.
Minority interest in income increased $65,000 to $1,529,000 from $1,594,000
for the six months ended June 30, 1996 and 1995, respectively. This increase was
primarily attributable to improved operations at the Partnership's real estate
facilities for those properties owned jointly with PSI, partially offset by an
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 $85,000 for the six months ended June 30, 1996 compared to
$74,000 for the same period in 1995.
7
<PAGE>
PS PARTNERS III, LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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
($4,568,000 for the six months ended June 30, 1996) has been sufficient to meet
all current obligations of the Partnership.
During 1996, the Partnership anticipates approximately $1,299,000 of
capital improvements (of which $390,000 represents PSI's joint venture share).
The anticipated increase in capital improvements in 1996 is mainly due to
$222,000 of budgeted improvements at the Partnership's business parks;
specifically landscaping and tenant improvements to vacated spaces on terminated
leases. 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 $256,000 for such enhancements. Total capital
improvements were $234,000 for the three months ended March 31, 1996 of which
$166,000 represents the Partnership's share.
The Partnership paid distributions to the limited and general partners
totaling $2,675,000 ($20.88 per unit) and $324,000, respectively, during the
first six 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.
8
<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:August 13, 1996
PS PARTNERS III, LTD.
BY: Public Storage, Inc.
General Partner
BY: /s/ Ronald L. Havner Jr.
------------------------
Ronald L. Havner, Jr.
Senior Vice President and 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)
9
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000741513
<NAME> PS PARTNERS III, LTD.
<MULTIPLIER> 1
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 321,000
<SECURITIES> 0
<RECEIVABLES> 138,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 459,000
<PP&E> 89,721,000
<DEPRECIATION> (33,991,000)
<TOTAL-ASSETS> 56,401,000
<CURRENT-LIABILITIES> 1,329,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 26,764,000
<TOTAL-LIABILITY-AND-EQUITY> 56,401,000
<SALES> 0
<TOTAL-REVENUES> 7,858,000
<CGS> 0
<TOTAL-COSTS> 3,020,000
<OTHER-EXPENSES> 1,828,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,416,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,416,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,416,000
<EPS-PRIMARY> 8.63
<EPS-DILUTED> 8.63
</TABLE>
