PS PARTNERS VIII LTD
10-Q, 1998-05-15
LESSORS OF REAL PROPERTY, NEC
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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, 1998

                                       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 0-16876
                       -------

            PS PARTNERS VIII, LTD., a California Limited Partnership

       ------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)




           California                                     95-4029178
- ------------------------------------------         --------------------------
(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 balance sheets at March 31, 1998
         and December 31, 1997                                              2

    Condensed statements of income for the three
         months ended March 31, 1998 and 1997                               3

    Condensed statements of cash flows for the three
         months ended March 31, 1998 and 1997                               4-5

    Notes to condensed financial statements                                 6

    Management's discussion and analysis of financial condition
         and results of operations                                          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 VIII, LTD.,
                        a California Limited Partnership
                            CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                      March 31,      December 31,
                                                                                        1998             1997
                                                                                  ---------------------------------
                                                                                     (Unaudited)

                                       ASSETS


   <S>                                                                                 <C>             <C>      
   Cash and cash equivalents                                                           $ 354,000       $ 249,000

   Rent and other receivables                                                              8,000          11,000

   Real estate facilities, at cost:
      Land                                                                             4,926,000       4,926,000
      Buildings and equipment                                                         12,353,000      12,320,000
                                                                                  ---------------------------------
                                                                                      17,279,000      17,246,000

      Less accumulated depreciation                                                   (5,224,000)     (5,081,000)
                                                                                  ---------------------------------
                                                                                      12,055,000      12,165,000

   Investment in real estate entity                                                    5,125,000       5,134,000

   Other assets                                                                           31,000          31,000
                                                                                  ---------------------------------

                                                                                    $ 17,573,000    $ 17,590,000
                                                                                  =================================


                          LIABILITIES AND PARTNERS' EQUITY

   Accounts payable                                                                    $ 255,000       $ 223,000

   Advance payments from renters                                                         122,000         121,000

   Partners' equity:
      Limited partners' equity,
         $500 per unit, 150,000 units authorized,
         52,751 issued and outstanding                                                16,989,000      17,039,000
      General partners' equity                                                           207,000         207,000
                                                                                  ---------------------------------

            Total partners' equity                                                    17,196,000      17,246,000
                                                                                  ---------------------------------

                                                                                    $ 17,573,000    $ 17,590,000
                                                                                  =================================
</TABLE>
                            See accompanying notes.
                                       2

<PAGE>


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


<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                           March 31,
                                                                              ------------------------------------
                                                                                      1998              1997
                                                                              ------------------------------------

 REVENUE:

 <S>                                                                                <C>                <C>      
 Rental income                                                                      $ 671,000          $ 621,000
 Equity in income of real estate entity                                                60,000             43,000
 Interest income                                                                        4,000              3,000
                                                                              ------------------------------------
                                                                                      735,000            667,000
                                                                              ------------------------------------

 COSTS AND EXPENSES:

 Cost of operations                                                                   187,000            172,000
 Management fees                                                                       40,000             37,000
 Depreciation and amortization                                                        143,000            139,000
 Administrative                                                                        15,000             13,000
                                                                              ------------------------------------
                                                                                      385,000            361,000
                                                                              ------------------------------------

 NET INCOME                                                                         $ 350,000          $ 306,000
                                                                              ====================================

 Limited partners' share of net income
    ($5.82 per unit in 1998 and
    $4.99 per unit 1997)                                                            $ 307,000          $ 263,000
 General partners' share of net income                                                 43,000             43,000
                                                                              ------------------------------------
                                                                                    $ 350,000          $ 306,000
                                                                              ====================================
</TABLE>
                            See accompanying notes.
                                       3

<PAGE>


                             PS PARTNERS VIII, LTD.,
                        a California Limited Partnership
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                                          March 31,
                                                                             ------------------------------------
                                                                                     1998              1997
                                                                             ------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

   <S>                                                                             <C>                <C>      
   Net income                                                                      $ 350,000          $ 306,000

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

       Depreciation and amortization                                                 143,000            139,000
       Decrease (increase) in rent and other receivables                               3,000            (18,000)
       Decrease in other assets                                                            -             18,000
       Increase (decrease) in accounts payable                                        32,000            (13,000)
       Increase in advance payments from renters                                       1,000             14,000
       Equity in income of real estate entity                                        (60,000)           (43,000)
                                                                             ------------------------------------

         Total adjustments                                                           119,000             97,000
                                                                             ------------------------------------

         Net cash provided by operating activities                                   469,000            403,000
                                                                             ------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Distributions from real estate entity                                              69,000                  -
   Investment in real estate entity                                                        -             (2,000)
   Additions to real estate facilities                                               (33,000)           (26,000)
                                                                             ------------------------------------

         Net cash provided by (used in) investing activities                          36,000            (28,000)
                                                                             ------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIEs:

   Distributions to partners                                                        (400,000)          (400,000)
                                                                             ------------------------------------

         Net cash used in financing activities                                      (400,000)          (400,000)
                                                                             ------------------------------------

Net increase (decrease) in cash and cash equivalents                                 105,000            (25,000)

Cash and cash equivalents at the beginning of the period                             249,000            209,000
                                                                             ------------------------------------

Cash and cash equivalents at the end of the period                                 $ 354,000          $ 184,000
                                                                             ====================================

</TABLE>
                            See accompanying notes.
                                       4
<PAGE>


                             PS PARTNERS VIII, LTD.,
                        a California Limited Partnership
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                   (Continued)
<TABLE>
<CAPTION>

                                                                                     Three Months Ended
                                                                                          March 31,
                                                                             ------------------------------------
                                                                                    1998              1997
                                                                             ------------------------------------


Supplemental schedule of noncash investing and financing activities:


   <S>                                                                              <C>           <C>          
   Investment in real estate entity                                                 $ -           $ (5,015,000)

   Transfer of real estate facilities for interest in 
     real estate entity, net                                                          -              5,015,000

</TABLE>
                            See accompanying notes.
                                       5

<PAGE>


                             PS PARTNERS VIII, LTD.,
                        a California Limited Partnership
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 1998
                                   (UNAUDITED)



1.     The  accompanying  unaudited  condensed  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 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, 1997.

2.     In the  opinion  of  management,  the  accompanying  unaudited  condensed
       financial  statements reflect all adjustments,  consisting of only normal
       accruals,   necessary  to  present  fairly  the  Partnership's  financial
       position  at March 31,  1998,  the  results of  operations  for the three
       months  ended March 31, 1998 and 1997 and cash flows for the three months
       then ended.

3.     The results of  operations  for the three months ended March 31, 1998 are
       not  necessarily  indicative  of the results to be expected  for the full
       year.

4.     In January 1997, the Partnership  and PSI and other related  partnerships
       transferred  a total  of 35  business  parks  to PS  Business  Parks,  LP
       ("PSBPLP"),  an operating  partnership formed to own and operate business
       parks  in  which  PSI has a  significant  interest.  Included  among  the
       properties  transferred was the  Partnership's  business park in exchange
       for a partnership interest in PSBPLP. The general partner of PSBPLP is PS
       Business Parks, Inc.



                                       6

<PAGE>


                             PS PARTNERS VIII, 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, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997:

       The  Partnership's  net income for the three  months ended March 31, 1998
was $350,000  compared to $306,000 for the same period in 1997,  representing an
increase of  $44,000,  or 14%.  The  increase is  primarily  attributable  to an
increase in the Partnership's mini-warehouse operations.

       Rental  income  for  the  Partnership's   mini-warehouse  operations  was
$671,000  compared to  $621,000  for the three  months  ended March 31, 1998 and
1997, respectively,  representing an increase of $50,000, or 8%. The increase in
rental  income was  primarily  attributable  to  increased  rental  rates at the
mini-warehouse facilities, combined with increased occupancy levels. The monthly
average realized rent per square foot for the mini-warehouse facilities was $.83
compared  to  $.79  for  the  three  months  ended  March  31,  1998  and  1997,
respectively.  The  weighted  average  occupancy  levels  at the  mini-warehouse
facilities  increased  from 90% to 93% for the three months ended March 31, 1997
and 1998, respectively. Cost of operations (including management fees) increased
$18,000,  or 9%, to $227,000  from $209,000 for the three months ended March 31,
1998 and  1997,  respectively.  This  increase  was  primarily  attributable  to
increases in advertising,  property tax, and repairs and  maintenance  expenses.
Accordingly,  for the  Partnership's  mini-warehouse  operations,  property  net
operating  income  increased  $32,000,  or 8%, from $412,000 to $444,000 for the
three months ended March 31, 1997 and 1998, respectively.

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
($469,000 for the three months ended March 31, 1998) has been sufficient to meet
all current obligations of the Partnership.

       During  1998,  the  Partnership  anticipates  approximately  $188,000  of
capital  improvements.  Total  capital  improvements  were $33,000 for the three
months ended March 31, 1998.

       The Partnership  paid  distributions  to the limited and general partners
totaling $356,000 ($6.76 per unit) and $44,000,  respectively,  during the first
three months of 1998. 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 13, 1998
                                      PS PARTNERS VIII, LTD.,
                                      a California Limited Partnership
                               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)


                                       8

<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000793934
<NAME>                                                PS PARTNERS VIII, LTD.
<MULTIPLIER>                                                               1
<CURRENCY>                                                            U.S. $
       
<S>                                                                      <C>
<PERIOD-TYPE>                                                          3-MOS
<FISCAL-YEAR-END>                                                DEC-31-1998
<PERIOD-START>                                                   JAN-01-1998
<PERIOD-END>                                                     MAR-31-1998
<EXCHANGE-RATE>                                                            1
<CASH>                                                               354,000
<SECURITIES>                                                               0
<RECEIVABLES>                                                          8,000
<ALLOWANCES>                                                               0
<INVENTORY>                                                                0
<CURRENT-ASSETS>                                                     362,000
<PP&E>                                                            17,279,000
<DEPRECIATION>                                                   (5,224,000)
<TOTAL-ASSETS>                                                    17,573,000
<CURRENT-LIABILITIES>                                                377,000
<BONDS>                                                                    0
                                                      0
                                                                0
<COMMON>                                                                   0
<OTHER-SE>                                                        17,196,000
<TOTAL-LIABILITY-AND-EQUITY>                                      17,573,000
<SALES>                                                                    0
<TOTAL-REVENUES>                                                     735,000
<CGS>                                                                      0
<TOTAL-COSTS>                                                        227,000
<OTHER-EXPENSES>                                                     158,000
<LOSS-PROVISION>                                                           0
<INTEREST-EXPENSE>                                                         0
<INCOME-PRETAX>                                                      350,000
<INCOME-TAX>                                                               0
<INCOME-CONTINUING>                                                  350,000
<DISCONTINUED>                                                             0
<EXTRAORDINARY>                                                            0
<CHANGES>                                                                  0
<NET-INCOME>                                                         350,000
<EPS-PRIMARY>                                                           5.82
<EPS-DILUTED>                                                           5.82

        

</TABLE>


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