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
For the transition period from to
--------------- --------------------
Commission File Number 1-10925
-------
PARTNERS PREFERRED YIELD III, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-4325983
- ------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
701 Western Avenue
Glendale, California 91201-2349
- ------------------------------- -----------------------
(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
-- --
The number of shares outstanding of the Company's classes of common stock as of
June 30, 1996:
1,314,384 shares of $.01 par value Series A shares
168,709 shares of $.01 par value Series B shares
99,241 shares of $.01 par value Series C shares
65,354 shares of $.01 par value Series D shares
-----------------------------------------------
<PAGE>
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Condensed Balance Sheets at June 30, 1996
and December 31, 1995 2
Condensed Statements of Income for the three
and six months ended June 30, 1996 and 1995 3
Condensed Statement of Shareholders' Equity for the
six months ended June 30, 1996 4
Condensed Statements of Cash Flows for the
six months ended June 30, 1996 and 1995 5
Notes to Condensed Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-8
PART II. OTHER INFORMATION 9
<PAGE>
<TABLE>
PARTNERS PREFERRED YIELD III, INC.
CONDENSED BALANCE SHEETS
<CAPTION>
June 30, December 31,
1996 1995
------------- -------------
(Unaudited)
ASSETS
------
<S> <C> <C>
Cash and cash equivalents $ 1,174,000 $ 775,000
Marketable securities of affiliate
at market value (cost of $173,000) 241,000 222,000
Rent and other receivables 30,000 28,000
Other assets 99,000 225,000
Real estate facilities at cost:
Building, land improvements and equipment 19,146,000 19,091,000
Land 4,870,000 4,870,000
------------- -------------
24,016,000 23,961,000
Less accumulated depreciation (5,328,000) (4,888,000)
------------- -------------
18,688,000 19,073,000
------------- -------------
Total assets $20,232,000 $20,323,000
------------- -------------
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable $ 529,000 $ 565,000
Dividends payable 504,000 611,000
Advance payments from renters 172,000 162,000
Shareholders' equity:
Series A common, $.01 par value,
1,851,696 shares authorized,
1,314,384 shares issued and
outstanding (1,321,984 shares
issued and outstanding in 1995) 13,000 13,000
Convertible Series B common, $01 par
value, 168,709 shares authorized,
issued and outstanding 2,000 2,000
Convertible Series C common, $.01 par
value, 99,241 shares authorized,
issued and outstanding 1,000 1,000
Series D common, $.01 par value,
65,354 shares authorized, issued
and outstanding 1,000 1,000
Paid-in-capital 24,883,000 25,012,000
Cumulative income 9,549,000 8,389,000
Unrealized gain in marketable securities 68,000 49,000
Cumulative distributions (15,490,000) (14,482,000)
------------- -------------
Total shareholders' equity 19,027,000 18,985,000
------------- -------------
Total liabilities and shareholders' equity $20,232,000 $20,323,000
------------- -------------
</TABLE>
See accompanying notes.
2
<PAGE>
<TABLE>
PARTNERS PREFERRED YIELD III, INC.
CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------- -------------------------------
1996 1995 1996 1995
----------- ----------- ----------- ----------
REVENUES: (Restated) (Restated)
<S> <C> <C> <C> <C>
Rental income $1,305,000 $1,234,000 $2,565,000 $2,421,000
Dividends from marketable securities
of affiliate 3,000 3,000 6,000 6,000
Interest income 8,000 5,000 14,000 5,000
------------- ------------- ------------- -------------
1,316,000 1,242,000 2,585,000 2,432,000
------------- ------------- ------------- -------------
COSTS AND EXPENSES:
Cost of operations 345,000 398,000 797,000 794,000
Management fees
paid to an affiliate 66,000 74,000 132,000 146,000
Depreciation 221,000 214,000 440,000 428,000
Administrative 25,000 26,000 56,000 62,000
------------- ------------- ------------- -------------
657,000 712,000 1,425,000 1,430,000
------------- ------------- ------------- -------------
NET INCOME $ 659,000 $ 530,000 $1,160,000 $1,002,000
============= ============= ============= =============
Earnings per share:
Primary - Series A $0.45 $0.35 $0.79 $0.66
============= ============= ============= =============
Fully diluted - Series A $0.41 $0.33 $0.73 $0.62
============= ============= ============= =============
Dividends declared per share:
Series A $0.34 $0.34 $0.68 $0.68
============= ============= ============= =============
Series B $0.34 $0.34 $0.68 $0.68
============= ============= ============= =============
Weighted average common shares outstanding:
Primary - Series A 1,314,384 1,332,784 1,315,301 1,332,784
============= ============= ============= =============
Fully diluted - Series A 1,582,334 1,600,734 1,583,251 1,600,734
============= ============= ============= =============
</TABLE>
See accompanying notes.
3
<PAGE>
<TABLE>
Partners Preferred Yield III, Inc.
Condensed Statement of Shareholders' Equity
(Unaudited)
<CAPTION>
Convertible Convertible
Series A Series B Series C Series D
Shares Amount Shares Amount Shares Amount Shares Amount
------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at
December 31, 1995 1,321,984 $13,000 168,709 $2,000 99,241 $1,000 65,354 $1,000
Net income - - - - - - - -
Repurchase of shares (7,600) - - - - - - -
Unrealized gain in
marketable securities - - - - - - - -
Cash distributions
declared:
$.68 per share - Series A - - - - - - - -
$.68 per share - Series B - - - - - - - -
--------- ------- ------- ------ ------ ------ -------- --------
Balances at June 30, 1996 1,314,384 $13,000 168,709 $2,000 99,241 $1,000 65,354 $1,000
========= ======= ======= ====== ====== ====== ======== =======
</TABLE>
<TABLE>
Partners Preferred Yield III, Inc.
Condensed Statement of Shareholders' Equity
(Unaudited)
<CAPTION>
Unrealized
Cumulative gain in Total
Paid-in Net Cumulative marketable Shareholders'
Capital Income Distributions securities Equity
------- ------ ------------- ---------- ------
<S> <C> <C> <C> <C> <C>
Balances at
December 31, 1995 $25,012,000 $8,389,000 ($14,482,000) $49,000 $18,985,000
Net income - 1,160,000 - - 1,160,000
Repurchase of shares (129,000) - - - (129,000)
Unrealized gain in
marketable securities - - - 19,000 19,000
Cash distributions
declared:
$.68 per share - Series A - - (894,000) - (894,000)
$.68 per share - Series B - - (114,000) - (114,000)
----------- ----------- ------------ ------- -----------
Balances at June 30, 1996 $24,883,000 $9,549,000 ($15,490,000) $68,000 $19,027,000
=========== =========== ============ ======= ===========
</TABLE>
See accompanying notes.
4
<PAGE>
<TABLE>
PARTNERS PREFERRED YIELD III, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Six Months Ended
June 30,
------------------------------------
1996 1995
-------------- --------------
Cash flows from operating activities:
<S> <C> <C>
Net income $ 1,160,000 $ 1,002,000
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 440,000 428,000
Increase in rent and other receivables (2,000) (9,000)
Amortization of prepaid management fees 132,000 -
Increase in other assets (6,000) -
(Decrease) increase in accounts payable (36,000) 40,000
Increase (decrease) in advance payments from renters 10,000 (3,000)
-------------- --------------
Total adjustments 538,000 456,000
-------------- --------------
Net cash provided by operating activities 1,698,000 1,458,000
-------------- --------------
Cash flows from investing activities:
Additions to real estate facilities (55,000) (3,000)
-------------- --------------
Net cash used in investing activities (55,000) (3,000)
-------------- --------------
Cash flows from financing activities:
Distributions paid to shareholders (1,115,000) (1,218,000)
Purchase of Company Series A common stock (129,000) (11,000)
-------------- --------------
Net cash used in financing activities (1,244,000) (1,229,000)
-------------- --------------
Net increase in cash
and cash equivalents 399,000 226,000
Cash and cash equivalents at
the beginning of the period 775,000 579,000
-------------- --------------
Cash and cash equivalents at
the end of the period $ 1,174,000 $ 805,000
============== ==============
Supplemental schedule of non-cash
investing and financing activities:
Increase in fair value of marketable securities $ (19,000) $ (23,000)
============== ==============
Unrealized gain on marketable securities $ 19,000 $ 23,000
============== ==============
</TABLE>
See accompanying notes.
5
<PAGE>
PARTNERS PREFERRED YIELD III, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(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 Company's Form 10-K for the year ended December 31, 1995.
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 Company's financial position at
June 30, 1996 and December 31, 1995, the results of its operations for the
three and six months ended June 30, 1996 and 1995 and its 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 expected for the full year.
4. Certain prior year amounts have been restated in order to conform to
current year presentation.
5. In 1995, the Company prepaid eight months of 1996 management fees at a
total cost of $176,000. The Company expensed $132,000 of the 1996 prepaid
management fees for the six months ended June 30, 1996. The balance of
prepaid management fees, $44,000, is included in other assets in the
Balance Sheet at June 30, 1996.
6. In February 1994, the Company purchased 11,700 common shares of Public
Storage, Inc., a publicly traded real estate investment trust and an
affiliate of the Company, for $173,000. The market value of these
securities at June 30, 1996 was $241,000. The Company recognized $3,000 and
$6,000 in dividends for the three and six months ended June 30, 1996,
respectively.
7. In February 1996, the Company obtained an unsecured revolving credit
facility with a bank for borrowings up to $1,000,000 for working capital
purposes and to repurchase the Company's stock. Outstanding borrowings on
the credit facility, at the Company's option, bear interest at either the
bank's Prime Rate or the bank's LIBOR Rate plus 2.25%. Interest is payable
monthly and on January 31, 1999, all unpaid principal and accrued interest
is due and payable. At June 30, 1996, there was no outstanding balance on
the credit facility. As of June 30, 1996, the Company was in compliance
with the covenants of the credit facility.
6
<PAGE>
PARTNERS PREFERRED YIELD III, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors occurring during the periods presented in the accompanying
Condensed Financial Statements.
Results of Operations.
- ----------------------
The Company's net income for the six months ended June 30, 1996 and 1995
was $1,160,000 and $1,002,000, respectively, representing an increase of
$158,000 or 16%. Net income for the three months ended June 30, 1996 and 1995
was $659,000 and $530,000, respectively, representing an increase of $129,000 or
24%. These increases are primarily the result of increases in property net
operating income (rental income less cost of operations, management fees paid to
affiliate and depreciation expense).
Rental income for the six months ended June 30, 1996 and 1995 was
$2,565,000 and $2,421,000, respectively, representing an increase of $144,000 or
6%. Rental income for the three months ended June 30, 1996 and 1995 was
$1,305,000 and $1,234,000, respectively, representing an increase of $71,000 or
6%. These increases are primarily attributable to increased rental rates at all
of the Company's properties.
The Company's mini-warehouse operations had weighted average occupancy
levels of 93% for both the six month periods ended June 30, 1996 and 1995.
Cost of operations (including management fees paid to affiliate and
depreciation expense) for the six months ended June 30, 1996 and 1995 was
stable. Cost of operations for the three months ended June 30, 1996 and 1995 was
$632,000 and $686,000, respectively, representing a decrease of $54,000 or 8%.
This decrease is primarily attributable to a decrease in property tax expense
primarily due to a one-time tax refund of $65,000 received with respect to the
Company's Hillside, New Jersey property during the second quarter of 1996.
In 1995, the Company prepaid eight months of 1996 management fees on its
mini-warehouse operations (based on the management fees for the comparable
period during the calendar year immediately preceding the prepayment) discounted
at the rate of 14% per year to compensate for early payment. During the six
month period ended June 30, 1996, the Company expensed $132,000 of prepaid
management fees. The amount is shown as management fees paid to an affiliate in
the condensed statement of income. As a result of the prepayment, the Company
saved approximately $22,000 in management fees, based on the management fees
that would have been payable on rental income generated in the six months ended
June 30, 1996 compared to the amount prepaid.
Liquidity and Capital Resources.
- --------------------------------
Cash flows from operating activities ($1,698,000 in 1996) and cash reserves
were sufficient to meet all current obligations and distributions of the Company
during the six months ended June 30, 1996. Management expects cash flows from
operations will be sufficient to fund capital expenditures and quarterly
distributions.
In February 1996, the Company obtained an unsecured revolving credit
facility with a bank for borrowings up to $1,000,000 for working capital
purposes and to repurchase the Company's stock. Outstanding borrowings on the
credit facility, at the Company's option, bear interest at either the bank's
Prime Rate or the bank's LIBOR Rate plus 2.25%. Interest is payable monthly and
on January 31, 1999, all unpaid principal and accrued interest is due and
payable. At June 30, 1996, there was no outstanding balance on the credit
facility. As of June 30, 1996, the Company was in compliance with the covenants
of the credit facility.
7
<PAGE>
The Company's Board of Directors has authorized the Company to purchase up
to 250,000 shares of Series A common stock. As of June 30, 1996, the Company had
repurchased 204,000 shares of Series A common stock, of which 7,600 shares were
purchased in the first quarter of 1996. No shares were repurchased in the second
quarter of 1996, however, share repurchases are expected to continue in the
third quarter.
In February 1994, the Company purchased 11,700 common shares of Public
Storage, Inc., a publicly traded real estate investment trust and an affiliate
of the Company, for $173,000. The market value of these securities at June 30,
1996 was $241,000. The Company recognized $3,000 and $6,000 in dividends for the
three and six months ended June 30, 1996, respectively.
The bylaws of the Company provide that, during 1999, unless shareholders
have previously approved such a proposal, the shareholders will be presented
with a proposal to approve or disapprove (a) the sale or financing of all or
substantially all of the properties and (b) the distribution of the proceeds
from such transaction and, in the case of a sale, the liquidation of the
Company.
The Company has elected and intends to continue to qualify as a real estate
investment trust ("REIT") for federal income tax purposes. As a REIT, the
Company must meet, among other tests, sources of income, share ownership, and
certain asset tests. The Company is not taxed on that portion of its taxable
income which is distributed to its shareholders provided that at least 95% of
its taxable income is so distributed to its shareholders prior to filing of the
Company's tax return. The primary difference between book income and taxable
income is depreciation expense. In 1995, the Company's federal tax depreciation
was $494,000.
Supplemental Information.
- -------------------------
The Company's funds from operations ("FFO") is defined generally by the
National Association of Real Estate Investment Trusts as net income before loss
on early extinguishment of debt and gain on disposition of real estate, plus
depreciation and amortization. FFO for the six months ended June 30, 1996 and
1995 was $1,600,000 and $1,430,000, respectively. FFO for the three months ended
June 30, 1996 and 1995 was $880,000 and $744,000, respectively. FFO is a
supplemental performance measure for equity Real Estate Investment Trusts used
by industry analysts. FFO does not take into consideration principal payments on
debt, capital improvements, distributions and other obligations of the Company.
The only depreciation or amortization that is added to income to derive FFO is
depreciation and amortization directly related to physical real estate. All
depreciation and amortization reported by the Company relates to physical real
estate and does not include any depreciation or amortization related to
goodwill, deferred financing costs or other intangibles. FFO is not a substitute
for the Company's net cash provided by operating activities or net income
computed in accordance with generally accepted accounting principles, as a
measure of liquidity or operating performance.
8
<PAGE>
PART II. OTHER INFORMATION
ITEMS 1 through 5 are inapplicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
A) EXHIBITS: The following exhibit is included herein:
(27) Financial Data Schedule
B) REPORTS ON 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
PARTNERS PREFERRED YIELD III, INC.
BY: /s/ Ronald L. Havner, Jr.
--------------------------
Ronald L. Havner, Jr.
Senior Vice President and
Chief Financial Officer
9
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000870871
<NAME> PARTNERS PREFERRED YIELD III, INC.
<MULTIPLIER> 1
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-1-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,174,000
<SECURITIES> 241,000
<RECEIVABLES> 129,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,544,000
<PP&E> 24,016,000
<DEPRECIATION> (5,328,000)
<TOTAL-ASSETS> 20,232,000
<CURRENT-LIABILITIES> 1,205,000
<BONDS> 0
0
0
<COMMON> 17,000
<OTHER-SE> 19,010,000
<TOTAL-LIABILITY-AND-EQUITY> 20,232,000
<SALES> 0
<TOTAL-REVENUES> 2,585,000
<CGS> 0
<TOTAL-COSTS> 1,369,000
<OTHER-EXPENSES> 56,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,160,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,160,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,160,000
<EPS-PRIMARY> .79
<EPS-DILUTED> .73
</TABLE>
