<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 September 30, 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 0-14477
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PS PARTNERS VI, LTD., a California Limited Partnership
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-3950440
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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
--------------------- ----------
(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
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<PAGE>
INDEX
<TABLE>
<CAPTION>
<S> <C>
PART I. FINANCIAL INFORMATION
Condensed consolidated balance sheets at September 30,
1995 and December 31, 1994 2
Condensed consolidated statements of income for the three and nine
months ended September 30, 1995 and 1994 3
Condensed consolidated statements of cash flows for the nine
months ended September 30, 1995 and 1994 4
Notes to condensed consolidated financial statements 5
Management's discussion and analysis of financial condition
and results of operations 6-8
PART II. OTHER INFORMATION
(Items 1 through 4 are not applicable)
Item 5 - Other Information 9
Item 6 - Exhibits and Reports on Form 8-K 9
</TABLE>
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PS PARTNERS VI, LTD.,
a California Limited Partnership
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
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(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 2,029,000 $ 1,407,000
Rent and other receivables 67,000 61,000
Real estate facilities, at cost:
Land 24,282,000 24,282,000
Buildings and equipment 66,493,000 65,774,000
------------ ------------
90,775,000 90,056,000
Less accumulated depreciation (24,825,000) (22,468,000)
------------ ------------
65,950,000 67,588,000
Other assets 137,000 138,000
------------ ------------
$ 68,183,000 $ 69,194,000
============ ============
LIABILITIES AND PARTNERS' EQUITY
Accounts payable $ 876,000 $ 753,000
Advance payments from renters 386,000 400,000
Minority interest in general
partnerships 23,591,000 23,426,000
Partners' equity:
Limited partners' equity, $500 per
unit, 150,000 units authorized,
issued and outstanding 42,799,000 44,071,000
General partners' equity 531,000 544,000
------------ ------------
Total partners' equity 43,330,000 44,615,000
------------ ------------
$ 68,183,000 $ 69,194,000
============ ============
</TABLE>
See accompanying notes.
2
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PS PARTNERS VI, LTD.,
a California Limited Partnership
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ ------------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUE:
Rental income $3,215,000 $3,131,000 $9,429,000 $9,098,000
Interest income 26,000 15,000 69,000 29,000
---------- ---------- ---------- ----------
3,241,000 3,146,000 9,498,000 9,127,000
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Cost of operations 979,000 978,000 2,986,000 2,934,000
Management fees 188,000 183,000 552,000 532,000
Depreciation and amortization 821,000 746,000 2,357,000 2,262,000
Administrative 49,000 33,000 154,000 118,000
---------- ---------- ---------- ----------
2,037,000 1,940,000 6,049,000 5,846,000
---------- ---------- ---------- ----------
Income before minority interest 1,204,000 1,206,000 3,449,000 3,281,000
Minority interest in income 606,000 579,000 1,728,000 1,651,000
---------- ---------- ---------- ----------
NET INCOME $ 598,000 $ 627,000 $1,721,000 $1,630,000
========== ========== ========== ==========
Limited partners' share of net income
($9.37 per unit in 1995 and $8.77
per unit in 1994) $1,406,000 $1,315,000
General partners' share of net income 315,000 315,000
---------- ----------
$1,721,000 $1,630,000
========== ==========
</TABLE>
See accompanying notes.
3
<PAGE>
PS PARTNERS VI, LTD.,
a California Limited Partnership
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------
1995 1994
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,721,000 $ 1,630,000
Adjustments to reconcile net
income to net cash provided by
operating activities
Depreciation and amortization 2,357,000 2,262,000
Increase in rent and other
receivables (6,000) (2,000)
Decrease in other assets 1,000 9,000
Increase (decrease) in
accounts payable 123,000 (18,000)
Decrease in advance payments
from renters (14,000) (63,000)
Minority interest in income 1,728,000 1,651,000
----------- -----------
Total adjustments 4,189,000 3,839,000
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Net cash provided by
operating activities 5,910,000 5,469,000
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CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate facilities (719,000) (553,000)
----------- -----------
Net cash used in
investing activities (719,000) (553,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to holder of
minority interest (1,563,000) (1,518,000)
Distributions to partners (3,006,000) (3,007,000)
----------- -----------
Net cash used in
financing activities (4,569,000) (4,525,000)
----------- -----------
Net increase in cash and cash
equivalents 622,000 391,000
Cash and cash equivalents at the
beginning of the period 1,407,000 1,203,000
----------- -----------
Cash and cash equivalents at the end of
the period $ 2,029,000 $ 1,594,000
=========== ===========
</TABLE>
See accompanying notes.
4
<PAGE>
PS PARTNERS VI, LTD.,
a California Limited Partnership
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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 September 30, 1995, the results of operations for the three and
nine months ended September 30, 1995 and 1994 and cash flows for the nine
months then ended.
3. The results of operations for the three and nine months ended September 30,
1995 are not necessarily indicative of the results to be expected for the
full year.
5
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PS PARTNERS VI, LTD.,
a California Limited Partnership
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations:
- - ----------------------
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 1994:
The Partnership's net income was $1,721,000 and $1,630,000 for the nine
months ended September 30, 1995 and 1994, respectively, representing an increase
of $91,000. The increase was primarily due to increased operating results at
the Partnership's facilities combined with an increase in interest income,
partially offset by increases in depreciation expense, minority interest in
income for those properties held in joint venture with Storage Equities, Inc.
("SEI") and administrative expenses. Net income was $598,000 and $627,000 for
the three months ended September 30, 1995 and 1994, respectively, representing a
decrease of $29,000. This decrease was primarily due to increases in
depreciation expense, minority interest in income for those properties held in
joint venture with SEI and administrative expenses, partially offset by
increased operating results at the Partnership's facilities combined with an
increase in interest income.
Net property income for the nine months ended September 30, 1995 was
$5,891,000 compared to $5,632,000 for the same period in 1994, representing an
increase of $259,000, or 5%. Net property income for the three months ended
September 30, 1995 was $2,048,000 compared to $1,970,000 for the same period in
1994, representing an increase of $78,000, or 4%.
Rental income for the nine months ended September 30, 1995 and 1994 was
$9,429,000 and $9,098,000, respectively, representing an increase of $331,000,
or 4%. Rental income for the three months ended September 30, 1995 and 1994 was
$3,215,000 and $3,131,000, respectively, representing an increase of $84,000, or
3%.
The increases in rental income for both the three and nine month periods were
the result of increased average realized rental rates at the mini-warehouse and
business park facilities, partially offset by a decrease in occupancy levels at
the Partnership's business park facilities. The weighted average occupancy
levels at the mini-warehouse and business park facilities were 88% and 96%,
respectively, for the nine months ended September 30, 1995 compared to 88% and
97% respectively, for the nine months ended September 30, 1994. The monthly
average realized rent per square foot for the mini-warehouse
6
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PS PARTNERS VI, LTD.,
a California Limited Partnership
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
and business park facilities was $.60 and $.54, respectively, for the nine
months ended September 30, 1995 and $.58 and $.50, respectively, for the nine
months ended September 30, 1994.
Cost of operations (including management fees) was $3,538,000 and $3,466,000
for the nine months ended September 30, 1995 and 1994, respectively,
representing an increase of $72,000. Cost of operations (including management
fees) was $1,167,000 and $1,161,000 for the three months ended September 30,
1995 and 1994, respectively, representing an increased of $6,000. These
increases were primarily attributable to increases in payroll, repairs and
maintenance, and insurance expenses, partially offset by decreases in
advertising and property tax expenses. The decrease in property tax expense was
the result of approximately $47,000 of prior period property tax refunds
received in the third quarter.
Net property income at the Partnership's mini-warehouse facilities for the
nine months ended September 30, 1995 increased $198,000 and $64,000 for the
three months ended September 30, 1995 as compared to the same periods in 1994.
For the nine months, rental income at the mini-warehouse facilities increased
$258,000, or 3%, from $7,752,000 in 1994 to $8,010,000 in 1995. For the three
months, rental income at the mini-warehouse facilities increased $66,000, or 2%,
from $2,672,000 in 1994 to $2,738,000 in 1995.
Cost of operations (including management fees) at the mini-warehouse
facilities was $2,905,000 and $2,845,000 for the nine months ended September 30,
1995 and 1994, respectively, representing an increase of $60,000. Cost of
operations (including management fees) at the mini-warehouse facilities was
$954,000 and $952,000 for the three months ended September 30, 1995 and 1994,
respectively, representing an increase of $2,000.
Net property income at the Partnership's business park facilities for the
nine months ended September 30, 1995 increased $61,000 and $14,000 for the
three months ended September 30, 1995 as compared to the same periods in 1994.
Rental income at the business park facilities increased from $1,346,000 in 1994
to $1,419,000 for the nine months ended September 30, 1995, representing an
increase of $73,000 or 5%. Rental income at the business park facilities
increased from $459,000 to $477,000 for the three months ended September 30,
1994 and 1995, respectively, representing an increase of $18,000 or 4%.
7
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PS PARTNERS VI, LTD.,
a California Limited Partnership
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cost of operations (including management fees) at the business parks was
$633,000 and $621,000 for the nine months ended September 30, 1995 and 1994,
respectively, representing an increase of $12,000. Cost of operations
(including management fees) at the business parks was $213,000 and $209,000 for
the three months ended September 30, 1995 and 1994, respectively, representing
an increase of $4,000.
Administrative expenses increased $36,000 from $118,000 in 1994 to $154,000
in 1995. This increase is principally a result of non-recurring expenses
totaling $43,000 incurred during 1995 in connection with having the
Partnership's facilities undergo environmental studies.
Minority interest in income increased $77,000 to $1,728,000 from $1,651,000
for the nine months ended September 30, 1995 and 1994, respectively. This
increase was primarily attributable to increased 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
($5,910,000 for the nine months ended September 30, 1995) has been sufficient to
meet all current obligations of the Partnership.
During 1995, the Partnership anticipates approximately $983,000 of capital
improvements (of which $228,000 represents SEI's joint venture share). Total
capital improvements were $719,000 for the nine months ended September 30, 1995
of which $563,000 represents the Partnership's share.
The Partnership paid distributions to the limited and general partners
totaling $2,678,000 ($17.85 per unit) and $328,000, respectively, during the
first nine 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.
8
<PAGE>
PART II. OTHER INFORMATION
ITEMS 1 through 4 are not applicable.
ITEM 5 Other Information
-----------------
In July 1995, SEI completed a cash tender offer for 19,088 of the 150,000
outstanding limited partnership Units in PS Partners VI, Ltd. at $281 per Unit.
In August 1995, SEI completed another tender offer for 4,712 Units in the
Partnership at the same price. At September 30, 1995, SEI owned 76,374 Units in
the Partnership (50.92% 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: November 10, 1995
PS PARTNERS VI, LTD.,
a California Limited Partnership
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)
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1995
<CASH> 2,029,000
<SECURITIES> 0
<RECEIVABLES> 67,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,096,000
<PP&E> 90,775,000
<DEPRECIATION> (24,825,000)
<TOTAL-ASSETS> 68,183,000
<CURRENT-LIABILITIES> 1,262,000
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 43,330,000
<TOTAL-LIABILITY-AND-EQUITY> 68,183,000
<SALES> 9,429,000
<TOTAL-REVENUES> 9,498,000
<CGS> 3,538,000
<TOTAL-COSTS> 3,538,000
<OTHER-EXPENSES> 2,511,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,721,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,721,000
<EPS-PRIMARY> 9.37
<EPS-DILUTED> 0.000
</TABLE>
