-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ao0y7xbLq1JnP0WQAXWaLjd8Q6LG2KYNH1hn1qWNjfulCS4pgE57Tfj+F1KIunUR zgMoy+d5DcHvlwebm3xc0g== 0000741513-99-000007.txt : 19990319 0000741513-99-000007.hdr.sgml : 19990319 ACCESSION NUMBER: 0000741513-99-000007 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19990318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PS PARTNERS III LTD CENTRAL INDEX KEY: 0000741513 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 953920904 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-13479 FILM NUMBER: 99567812 BUSINESS ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201-2397 BUSINESS PHONE: 8182448080 MAIL ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201 10-Q/A 1 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended June 30, 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 0-13479 ------- 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 --- --- INDEX PART I. FINANCIAL INFORMATION Condensed balance sheets at June 30, 1998 and December 31, 1997 2 Condensed statements of income for the three and six months ended June 30, 1998 and 1997 3 Condensed statements of cash flows for the six months ended June 30, 1998 and 1997 4 Notes to condensed financial statements 5 Management's discussion and analysis of financial condition and results of operations 6-9 PART II. OTHER INFORMATION (Items 1 through 5 are not applicable) Item 6 - Exhibits and Reports on Form 8-K 10 PS PARTNERS III, LTD. CONDENSED BALANCE SHEETS
June 30, December 31, 1998 1997 ------------------------------------ (Unaudited) (Restated - See Note 5) ASSETS ------ Cash and cash equivalents $2,404,000 $1,222,000 Rent and other receivables 15,000 133,000 Real estate facilities, at cost: Land 3,558,000 3,558,000 Buildings and equipment 12,876,000 12,770,000 ------------------------------------ 16,434,000 16,328,000 Less accumulated depreciation (6,993,000) (6,659,000) ------------------------------------ 9,441,000 9,669,000 Investment in real estate entities 13,910,000 14,813,000 Other assets 21,000 20,000 ------------------------------------ $25,791,000 $25,857,000 ==================================== LIABILITIES AND PARTNERS' EQUITY -------------------------------- Accounts payable $163,000 $200,000 Advance payments from renters 94,000 77,000 Partners' equity: Limited partners' equity, $500 per unit, 128,000 units authorized, issued and outstanding 25,195,000 25,240,000 General partner's equity 339,000 340,000 ------------------------------------ Total partners' equity 25,534,000 25,580,000 ------------------------------------ $25,791,000 $25,857,000 ====================================
See accompanying notes. 2 PS PARTNERS III, LTD. CONDENSED STATEMENTS OF INCOME (Restated - See Note 5) (UNAUDITED)
Three Months Ended Six Months Ended June 30, June 30, -------------------------------------------------------------------------- 1998 1997 1998 1997 -------------------------------------------------------------------------- REVENUE: Rental income $693,000 $668,000 $1,375,000 $1,308,000 Equity in earnings of real estate entities 859,000 707,000 1,528,000 1,284,000 Interest income 30,000 9,000 50,000 15,000 -------------------------------------------------------------------------- 1,582,000 1,384,000 2,953,000 2,607,000 -------------------------------------------------------------------------- COSTS AND EXPENSES: Cost of operations 266,000 239,000 497,000 481,000 Management fees 42,000 40,000 83,000 78,000 Depreciation and amortization 169,000 163,000 334,000 321,000 Administrative 63,000 56,000 85,000 78,000 -------------------------------------------------------------------------- 540,000 498,000 999,000 958,000 -------------------------------------------------------------------------- NET INCOME $1,042,000 $886,000 $1,954,000 $1,649,000 ========================================================================== Limited partners' share of net income ($13.57 per unit in 1998 and $11.21 per unit in 1997) $1,737,000 $1,435,000 General partner's share of net income 217,000 214,000 ------------------------------------- $1,954,000 $1,649,000 =====================================
See accompanying notes. 3 PS PARTNERS III, LTD. CONDENSED STATEMENTS OF CASH FLOWS (Restated - See Note 5) (UNAUDITED)
Six Months Ended June 30, --------------------------------------- 1998 1997 --------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,954,000 $1,649,000 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 334,000 321,000 Decrease in rent and other receivables 118,000 7,000 (Increase) decrease in other assets (1,000) 31,000 Decrease in accounts payable (37,000) (46,000) Increase in advance payments from renters 17,000 7,000 Equity in earnings of real estate entities (1,528,000) (1,284,000) --------------------------------------- Total adjustments (1,097,000) (964,000) --------------------------------------- Net cash provided by operating activities 857,000 685,000 --------------------------------------- CASH FLOWS PROVIDED BY INVESTING ACTIVITIES: Distributions from real estate entities 2,431,000 1,759,000 Additions to real estate facilities (106,000) (214,000) --------------------------------------- Net cash provided by investing activities 2,325,000 1,545,000 --------------------------------------- CASH FLOWS USED IN FINANCING ACTIVITIES: Distributions to partners (2,000,000) (2,001,000) --------------------------------------- Net cash used in financing activities (2,000,000) (2,001,000) --------------------------------------- Net increase in cash and cash equivalents 1,182,000 229,000 Cash and cash equivalents at the beginning of the period 1,222,000 289,000 --------------------------------------- Cash and cash equivalents at the end of the period $2,404,000 $518,000 =======================================
See accompanying notes. 4 PS PARTNERS III, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 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/A 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 June 30, 1998, the results of operations for the three and six months ended June 30, 1998 and 1997 and cash flows for the six months then ended. 3. The results of operations for the three and six months ended June 30, 1998 are not necessarily indicative of the results to be expected for the full year. 4. In January 1997, the Joint Venture, 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 Joint Venture's business park in exchange for a partnership interest in PSBPLP. The general partner of PSBPLP is PS Business Parks, Inc. 5. Previously, the Partnership consolidated the Joint Venture in its financial statements. The accompanying financial statements have been restated to de-consolidate the Joint Venture. This restatement had no impact upon net income or Partner's Equity. 6. Summarized combined financial data with respect to the Real Estate Entities is as follows: Six Months Ended June 30, ----------------------------- 1998 1997 ----------- ----------- Total revenues............................. $43,373,000 $19,802,000 Minority interest in income................ $5,683,000 $4,392,000 Net income................................. $12,904,000 $2,761,000 5 PS PARTNERS III, LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD LOOKING STATEMENTS - -------------------------- Management's Discussion and Analysis of Financial Condition and Results of Operations contains "forward looking" statements that involve risks and uncertainties and are based upon a number of assumptions. Actual results and trends may differ materially depending upon a number of factors. Information regarding these factors is contained in the Partnership's Annual Report on Form 10-K/A for the fiscal year ended December 31, 1997 and in the report for the quarterly period on Form 10-Q/A for the quarter ended March 31, 1998. RESULTS OF OPERATIONS - --------------------- THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997: The Partnership's net income for the three months ended June 30, 1998 was $1,042,000 compared to $886,000 for the three months ended June 30, 1997, representing an increase of $156,000, or 18%. The increase was primarily due to the Partnership's share of improved property operations at the real estate facilities that the Partnership has an interest in, combined with a decrease in depreciation expense allocated to the Partnership with respect to the Joint Venture. Property Operations - ------------------- Rental income for the Partnership's wholly-owned mini-warehouse properties was $693,000 compared to $668,000 for the three months ended June 30, 1998 and 1997, respectively, representing an increase of $25,000, or 3.7%. Cost of operations (including management fees) increased $29,000, or 10%, to $308,000 from $279,000 for the three months ended June 30, 1998 and 1997, respectively. Accordingly, for the Partnership's wholly-owned mini-warehouse properties, property net operating income decreased by $4,000, or 1%, from $389,000 to $385,000 for the three months ended June 30, 1997 and 1998, respectively. Equity in Earnings of Real Estate Entities - ------------------------------------------ Equity in earnings of real estate entities was $859,000 in the three months ended June 30, 1998 as compared to $707,000 during the three months ended June 30, 1997, representing an increase of $152,000, or 22%. This was due primarily to the Partnership's share of operating results at the Joint Venture's mini-warehouses, combined with a decrease in depreciation expense allocated to the Partnership with respect to the Joint Venture. 6 Depreciation and Amortization - ----------------------------- Depreciation and amortization increased $6,000, or 4%, from $163,000 to $169,000 for the three months ended June 30, 1997 and 1998, respectively. This increase was primarily attributable to the depreciation of capital expenditures made during 1997 and 1998. SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997: The Partnership's net income for the six months ended June 30, 1998 was $1,954,000 compared to $1,649,000 for the six months ended June 30, 1997, representing an increase of $305,000, or 19%. The increase was primarily due to the Partnership's share of improved property operations at the real estate facilities that the Partnership has an interest in, combined with a decrease in depreciation expense allocated to the Partnership with respect to the Joint Venture. Property Operations - ------------------- Rental income for the Partnership's wholly-owned mini-warehouse properties was $1,375,000 compared to $1,308,000 for the six months ended June 30, 1998 and 1997, respectively, representing an increase of $67,000, or 5%. Cost of operations (including management fees) increased $21,000,or 4%, to $580,000 from $559,000 for the six months ended June 30, 1998 and 1997, respectively. Accordingly, for the Partnership's wholly-owned mini-warehouse properties, property net operating income increased by $46,000, or 6%, from $749,000 to $795,000 for the six months ended June 30, 1997 and 1998, respectively. Equity in Earnings of Real Estate Entities - ------------------------------------------ Equity in earnings of real estate entities was $1,528,000 in the six months ended June 30, 1998 as compared to $1,284,000 during the six months ended June 30, 1997, representing an increase of $244,000, or 19%. This was due primarily to the Partnership's share of improved operating results at the Joint Venture's mini-warehouses combined with a decrease in depreciation expense allocated to the Partnership with respect to the Joint Venture. Depreciation and Amortization - ----------------------------- Depreciation and amortization increased $13,000, or 4%, from $321,000 to $334,000 for the six months ended June 30, 1997 and 1998, respectively. This increase was primarily attributable to the depreciation of capital expenditures made during 1997 and 1998. 7 SUPPLEMENTAL PROPERTY DATA - -------------------------- Most of the Partnership's net income is from the Partnership's share of the operating results of the Mini-Warehouse Properties. Therefore, in order to evaluate the Partnership's operating results, the General Partners analyze the operating performance of the Mini-Warehouse Properties. THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997: Rental income for the Mini-Warehouse Properties was $3,978,000 compared to $3,831,000 for the three months ended June 30, 1998 and 1997, respectively, representing an increase of $147,000, or 4%. The increase in rental income was primarily attributable to increased rental rates. The monthly average realized rent per square foot for the Mini-Warehouse Properties was $.61 compared to $.58 for the three months ended June 30, 1998 and 1997, respectively. The weighted average occupancy levels at the Mini-Warehouse Properties remained stable at 90% for the three months ended June 30, 1997 and 1998. Cost of operations (including management fees) increased $85,000, or 6%, to $1,546,000 from $1,461,000 for the three months ended June 30, 1998 and 1997, respectively. The increase was primarily attributable to increases in advertising and promotion (due primarily to the PSI national telephone reservation center), property tax, and office expenses. Accordingly, for the Mini-Warehouse Properties, property net operating income increased by $62,000, or 3%, from $2,370,000 to $2,432,000 for the three months ended June 30, 1997 and 1998, respectively. SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997: Rental income for the Mini-Warehouse Properties was $7,824,000 compared to $7,537,000 for the six months ended June 30, 1998 and 1997, respectively, representing an increase of $287,000, or 4%. The increase in rental income was primarily attributable to increased rental rates. The monthly average realized rent per square foot for the Mini-Warehouse Properties was $.60 compared to $.58 for the six months ended June 30, 1998 and 1997, respectively. The weighted average occupancy levels at the Mini-Warehouse Properties remained stable at 89% for the six months ended June 30, 1997 and 1998. Cost of operations (including management fees) increased $60,000, or 2%, to $3,050,000 from $2,990,000 for the six months ended June 30, 1998 and 1997, respectively. The increase was primarily attributable to increases in advertising and promotion (due primarily to the PSI national telephone reservation center) and property tax expenses, partially offset by a decrease in payroll expense. Accordingly, for the Mini-Warehouse Properties, property net operating income increased by $227,000, or 5%, from $4,547,000 to $4,774,000 for the six months ended June 30, 1997 and 1998, respectively. 8 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 and distribution from real estate entities ($3,288,000 for the six months ended June 30, 1998) has been sufficient to meet all current obligations of the Partnership. During 1998, the Partnership anticipates approximately $313,000 of capital improvements for its wholly-owned mini warehouses. Total capital improvements were $106,000 for the six months ended June 30, 1998 with respect to these properties. The Partnership paid distributions to the limited and general partners totaling $1,782,000 ($13.92 per unit) and $218,000, respectively, during the first six months of 1998. Future distribution rates may be adjusted to levels which are supported by operating cash flow after capital improvements and any other necessary obligations. 9 PART II. OTHER INFORMATION ITEMS 1 through 5 are not applicable. Item 6 Exhibits and Reports on Form 8-K -------------------------------- (a) The following Exhibits are included herein: (27) Financial Data Schedule (b) Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DATED: March 18, 1999 PS PARTNERS III, LTD. BY: Public Storage, Inc. General Partner BY: /s/ John Reyes -------------------------------------------- John Reyes Senior Vice President and Chief Financial Officer of Public Storage, Inc. (principal financial and accounting officer) 10 EX-27 2 FDS --
5 0000741513 PS PARTNERS III, LTD. 1 U.S.$ 6-MOS DEC-31-1998 JAN-1-1998 JUN-30-1998 1 2,404,000 0 15,000 0 0 2,419,000 16,434,000 (6,993,000) 25,791,000 257,000 0 0 0 0 25,534,000 25,791,000 0 2,953,000 0 580,000 419,000 0 0 1,954,000 0 1,954,000 0 0 0 1,954,000 13.57 13.57
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