PS PARTNERS VI LTD
10-Q, 1996-05-15
REAL ESTATE INVESTMENT TRUSTS
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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 0-14477
                       --------


             PS PARTNERS VI, LTD., a California Limited Partnership
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           California                                        95-3950440
- -------------------------------                        ------------------------
(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 VI, LTD.,
                        a California Limited Partnership
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>



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


<S>                                                                        <C>                      <C>           
Cash and cash equivalents                                                  $     1,973,000          $    2,054,000

Rent and other receivables                                                          31,000                  53,000
                          

Real estate facilities, at cost:
     Land                                                                       24,282,000              24,282,000
     Buildings and equipment                                                    67,311,000              66,819,000
                                                                        -------------------    --------------------
                                                                                91,593,000              91,101,000

     Less accumulated depreciation                                             (26,464,000)           (25,636,000)
                                                                        -------------------    --------------------
                                                                                65,129,000              65,465,000

Other assets                                                                       148,000                 145,000
                                                                        -------------------    --------------------

                                                                             $  67,281,000           $  67,717,000
                                                                        ===================    ====================

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


Accounts payable                                                          $        819,000         $     1,063,000

Advance payments from renters                                                      407,000                 373,000
                                                                                   

Minority interest in general partnerships                                       23,792,000              23,596,000

Partners' equity:
     Limited partners' equity, $500 per unit, 150,000
          units  authorized, issued and outstanding                             41,743,000              42,161,000
     General partners' equity                                                      520,000                 524,000
                                                                        -------------------    --------------------

     Total partners' equity                                                     42,263,000              42,685,000
                                                                        -------------------    --------------------

                                                                             $  67,281,000           $  67,717,000
                                                                        ===================    ====================

                            See accompanying notes.
                                       2
</TABLE>
<PAGE>

                              PS PARTNERS VI, LTD.,
                        a California Limited Partnership
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)



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

REVENUE:

Rental income                             $    3,190,000           $  3,077,000
Interest income                                   24,000                 21,000
                                         ----------------    -------------------
                                               3,214,000              3,098,000
                                         ----------------    -------------------

COSTS AND EXPENSES:

Cost of operations                             1,019,000              1,006,000

Management fees                                  186,000                180,000
                                                        
Depreciation and amortization                    828,000                774,000

Administrative                                    15,000                 53,000
                                         ----------------    -------------------
                                               2,048,000              2,013,000
                                         ----------------    -------------------
              

Income before minority interest                1,166,000              1,085,000

Minority interest in income                      586,000                553,000
                                         ----------------    -------------------

NET INCOME                               $       580,000         $      532,000
                                         ================    ===================

Limited partners' share of net income
     ($3.17 per unit in 1996 and $2.85
     per unit in 1995)                   $       475,000         $      428,000
General partners' share of net income            105,000                104,000
                                         ----------------    -------------------
                                         $       580,000         $      532,000
                                         ================    ===================


                            See accompanying notes.
                                       3
<PAGE>
                              PS PARTNERS VI, LTD.,
                        a California Limited Partnership
                 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                                                              $       580,000          $      532,000

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

          Depreciation and amortization                                              828,000                 774,000

          Decrease in rent and other receivables                                      22,000                       -
                                                                                            
          Increase in other assets                                                   (3,000)                       -
                                                                                           
          Decrease in accounts payable                                             (244,000)               (288,000)

          Increase in advance payments from renters                                   34,000                  9,000
                                                                                                           
          Minority interest in income                                                586,000                 553,000
                                                                        ---------------------     -------------------

               Total adjustments                                                   1,223,000               1,048,000
                                                                        ---------------------     -------------------

               Net cash provided by operating activities                           1,803,000               1,580,000
                                                                        ---------------------     -------------------

Cash flows from investing activities:

     Additions to real estate facilities                                           (492,000)               (180,000)
                                                                        ---------------------     -------------------

               Net cash used in investing activities                               (492,000)               (180,000)
                                                                        ---------------------     -------------------

Cash flows from financing activities:

     Distributions to holder of minority interest                                  (390,000)               (409,000)
     Distributions to partners                                                   (1,002,000)             (1,002,000)
                                                                        ---------------------     -------------------

               Net cash used in financing activities                             (1,392,000)             (1,411,000)
                                                                        ---------------------     -------------------

Net decrease in cash and cash equivalents                                           (81,000)                (11,000)
                                                                                            

Cash and cash equivalents at the beginning of the period                           2,054,000               1,407,000
                                                                        ---------------------     -------------------

Cash and cash equivalents at the end of the period                            $    1,973,000          $    1,396,000
                                                                        =====================     ===================

</TABLE>
                            See accompanying notes.
                                       4
<PAGE>
                              PS PARTNERS VI, LTD.,
                        a California Limited Partnership
              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 VI, LTD.,
                        a California Limited Partnership
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION 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 $580,000 and $532,000 for the three months
ended March 31, 1996 and 1995, respectively, representing an increase of $48,000
or 9%. The increase was  primarily  due to  increased  operating  results at the
Partnership's  facilities  combined with a decrease in administrative  expenses,
partially offset by increases in depreciation  expense and minority  interest in
income for those  properties  held in joint  venture with Public  Storage,  Inc.
("PSI").

     Net operating  income (rental income less cost of operations and management
fees and excluding  depreciation  expense) increased by $94,000 or 5%, as rental
income increased by $113,000 or 4%, and cost of operations (including management
fees and excluding depreciation expense) increased by $19,000 or 2%.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$2,703,000  compared to $2,603,000 for the three months ended March 31, 1996 and
1995, respectively,  representing an increase of $100,000 or 4%. The increase in
rental  income was  primarily  attributable  to  increased  rental  rates at the
mini-warehouse facilities. The monthly average realized rent per square foot for
the  mini-warehouse  facilities  was $.61  compared to $.59 for the three months
ended March 31, 1996 and 1995,  respectively.  The  weighted  average  occupancy
levels at the  mini-warehouse  facilities  remained stable at 87% for both three
month  periods  ended March 31, 1996 and 1995.  Costs of  operations  (including
management  fees)  increased  $37,000 or 4% to $1,007,000  from $970,000 for the
three months ended March 31, 1996 and 1995, respectively.  Accordingly,  for the
Partnership's mini-warehouse operations, property net operating income increased
by $63,000 or 4% from  $1,633,000 to $1,696,000 for the three months ended March
31, 1995 and 1996, respectively.

     Rental income for the  Partnership's  business park operations was $487,000
compared  to  $474,000  for the three  months  ended  March  31,  1996 and 1995,
respectively,  representing an increase of $13,000 or 3%. The increase in rental
income was primarily  attributable  to increased  rental rates  combined with an
increase in the occupancy  level.  The monthly average  realized rent per square
foot for the business  park  facilities  was $.55 compared to $.54 for the three
months  ended  March  31,  1996 and 1995,  respectively.  The  weighted  average
occupancy  level at the business park  facilities  increased from 97% to 98% for
the three months ended March 31, 1995 and 1996, respectively. Cost of operations
(including  management  fees) decreased  $18,000 or 8% to $198,000 from $216,000
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 $31,000 or 13% from $258,000 to $289,000 for the three months ended
March 31, 1995 and 1996, respectively.

                                       6
<PAGE>

     Administrative  expenses  decreased $38,000 from $53,000 in 1995 to $15,000
in 1996.  This  decrease  is  principally  a result  of  non-recurring  expenses
incurred  during 1995 in  connection  with having the  Partnership's  facilities
undergo environmental studies combined with decreases in accounting expenses and
filing fees.

     Minority  interest in income was  $586,000 in 1996  compared to $553,000 in
1995,  representing  an increase of $33,000,  or 6%. This increase was primarily
the result of improved operations at the Partnership's mini-warehouse facilities
which are 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
($1,803,000  for the three months ended March 31, 1996) has been  sufficient  to
meet all current obligations of the Partnership.

     During 1996, the Partnership anticipates  approximately $833,000 of capital
improvements (of which $193,000  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 $145,000 for such  enhancements.  Total capital  improvements
were  $492,000  for the three  months  ended  March 31,  1996 of which  $349,000
represents the Partnership's share.

     The  Partnership  paid  distributions  to the limited and general  partners
totaling $893,000 ($5.95 per unit) and $109,000, 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 VI, LTD.,
                                      a California Limited Partnership

                             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)


                                       8

<TABLE> <S> <C>

<ARTICLE>                     5
<CIK>                         0000773281
<NAME>                        PS Partner VI
       
<S>                                            <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                                DEC-31-1995
<PERIOD-END>                                     MAR-31-1996
<CASH>                                             1,973,000
<SECURITIES>                                               0
<RECEIVABLES>                                         31,000
<ALLOWANCES>                                               0
<INVENTORY>                                                0
<CURRENT-ASSETS>                                   2,004,000
<PP&E>                                            91,593,000
<DEPRECIATION>                                  (26,464,000)
<TOTAL-ASSETS>                                    67,281,000
<CURRENT-LIABILITIES>                              1,226,000
<BONDS>                                                    0
                                      0
                                                0
<COMMON>                                                   0
<OTHER-SE>                                        42,263,000
<TOTAL-LIABILITY-AND-EQUITY>                      67,281,000
<SALES>                                            3,190,000
<TOTAL-REVENUES>                                   3,214,000
<CGS>                                              1,205,000
<TOTAL-COSTS>                                      1,205,000
<OTHER-EXPENSES>                                     843,000
<LOSS-PROVISION>                                           0
<INTEREST-EXPENSE>                                         0
<INCOME-PRETAX>                                      580,000
<INCOME-TAX>                                               0
<INCOME-CONTINUING>                                        0
<DISCONTINUED>                                             0
<EXTRAORDINARY>                                            0
<CHANGES>                                                  0
<NET-INCOME>                                         580,000
<EPS-PRIMARY>                                           3.17
<EPS-DILUTED>                                          0.000
        

</TABLE>


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