-----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, UiUL/2AjFFdzKCGL+pnMOusUrOTFkaFdvMS+n7k5vMq7u6VrgBozi3KwKUsKnv9u wICETf9SM7gkMwYaA8MTmg== 0000928790-96-000091.txt : 19960606 0000928790-96-000091.hdr.sgml : 19960606 ACCESSION NUMBER: 0000928790-96-000091 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960229 FILED AS OF DATE: 19960415 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUTTON GSH AMERICAN STORAGE PROPERTIES LP CENTRAL INDEX KEY: 0000769330 STANDARD INDUSTRIAL CLASSIFICATION: 6500 IRS NUMBER: 112741889 STATE OF INCORPORATION: VA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-15550 FILM NUMBER: 96547024 BUSINESS ADDRESS: STREET 1: 3 WORLD FINANCIAL CNTR 29TH FLR CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2125263237 MAIL ADDRESS: STREET 1: 3 WORLD FINANCIAL CENTER STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 FORMER COMPANY: FORMER CONFORMED NAME: HUTTON GSH AMERICAN STORAGE PROPERTIES LP DATE OF NAME CHANGE: 19920703 10-Q 1 United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q (Mark One) X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended February 29, 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: 0-15550 AMERICAN STORAGE PROPERTIES, L.P. Exact Name of Registrant as Specified in its Charter Virginia 11-2741889 State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification No. 3 World Financial Center, 29th Floor, New York, NY Attn: Andre Anderson 10285 Address of Principal Executive Offices Zip Code (212) 526-3237 Registrant's Telephone Number, Including Area Code 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 ____ Consolidated Balance Sheets At February 29, At November 30, 1996 1995 Assets Self - Service Storage facilities, at Cost: Land $ 3,756,319 $ 3,756,319 Buildings and improvements 16,061,509 16,061,509 ------------ ------------ 19,817,828 19,817, 828 Less accumulated depreciation (6,174,941) (6,010,342) ------------ ------------ 13,642,887 13,807,486 Cash and cash equivalents 2,768,435 2,667,352 Other assets 152,078 149,923 ------------ ------------ Total Assets $ 16,563,400 $ 16,624,761 ============ ============ Liabilities and Partners' Capital Liabilities: Accounts payable and accrued expenses $ 121,388 $ 120,589 Due to affiliates 41,363 53,522 Security deposits 12,630 13,050 Advance rent 118,582 115,194 Distribution payable 466,228 466,228 ------------ ------------ Total Liabilities 760,191 768,583 ------------ ------------ Minority interest 13,985 13,985 ------------ ------------ Partners' Capital (Deficit): General Partners (127,439) (125,793) Limited Partners 15,916,663 15,967,986 ------------ ------------ Total Partners' Capital 15,789,224 15,842,193 ------------ ------------ Total Liabilities and Partners' Capital $ 16,563,400 $ 16,624,761 ============ ============ Consolidated Statement of Partners' Capital (Deficit) For the three months ended February 29, 1996 Limited General Partners Partners Total Balance at November 30, 1995 $ 15,967,986 $ (125,793) $ 15,842,193 Net income (loss) 414,905 (1,646) 413,259 Cash distributions (466,228) 0 (466,228) ------------ ---------- ------------ Balance at February 29, 1996 $ 15,916,663 $ (127,439) $ 15,789,224 ============ ========== ============ Consolidated Statement of Operations For the three months ended February 29, and February 28, 1996 1995 Income Rental $ 894,959 $ 851,103 Interest 34,999 25,912 --------- --------- Total income 929,958 877,015 --------- --------- Expenses Property operating $ 290,225 $ 275,981 Depreciation and amortization 164,599 164,195 General and administrative 61,875 36,781 --------- --------- Total expenses 516,699 476,957 --------- --------- Net Income $ 413,259 $ 400,058 ========= ========= Net Income (Loss) Allocated: To the General Partners $ (1,646) $ (1,642) To the Limited Partners 414,905 401,700 --------- --------- $ 413,259 $ 400,058 ========= ========= Per limited partnership unit (50,132 outstanding) $ 8.28 $ 8.01 ------ ------ Consolidated Statement of Cash Flows For the three months ended February 29, 1996 and February 28, 1995 1996 1995 Cash Flows From Operating Activities: Net income $ 413,259 $ 400,058 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 164,599 164,195 Increase (decrease) in cash arising from changes in operating assets and liabilities: Other assets (2,155) 11,768 Accounts payable and accrued expenses 799 12,149 Due to affiliates (12,159) (3,769) Security deposits (420) (977) Advance rent 3,388 567 ----------- ----------- Net cash provided by operating activities 567,311 583,991 ----------- ----------- Cash Flows From Financing Activities: Distribution paid - Limited Partners (466,228) (408,576) ----------- ----------- Net cash used for financing activities (466,228) (408,576) ----------- ----------- Net increase in cash and cash equivalents 101,083 175,415 Cash and cash equivalents, beginning of period 2,667,352 2,001,535 ----------- ----------- Cash and cash equivalents, end of period $ 2,768,435 $ 2,176,950 =========== =========== Notes to the Consolidated Financial Statements The unaudited interim consolidated financial statements should be read in conjunction with the Partnership's annual 1995 audited financial statements within Form 10-K. The unaudited consolidated financial statements include all adjustments which are, in the opinion of management, necessary to present a fair statement of financial position as of February 29, 1996 and the results of operations and cash flows for the three months ended February 29, 1996 and February 28, 1995 and the statement of changes in partner's capital (deficit) for the three months ended February 29, 1996. Results of operations for the period are not necessarily indicative of the results to be expected for the full year. The following significant event has occurred subsequent to fiscal year 1995 which requires disclosure in this interim report per Regulation S-X, Rule 10-01, Paragraph (a)(5). On March 1, 1996, Public Storage, Inc. ("Public Storage") commenced a tender offer to purchase up to 12,533 outstanding Units at a net cash price of $419 per Unit. On April 2, 1996, the tender offer expired with Public Storage accepting for purchase 13,516 Units, or approximately 26.97% of the outstanding Units. Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources As of February 29, 1996, the Partnership had cash and cash equivalents of $2,768,435 which were invested in money market accounts. The increase of $101,083 from November 30, 1995 is attributable to net cash provided by operating activities exceeding amounts used to fund cash distributions to the Limited Partners. The Partnership expects sufficient cash flow to be generated from operations to meet its current operating requirements. Net cash from operations is distributed to the Limited Partners on a quarterly basis in proportion to the number of units held by each Limited Partner. On or about April 15, 1996, the Partnership will pay a distribution of net cash flow from operations of $9.30 per unit for the quarter ended February 29, 1996. The Partnership acquired an interest in the Fern Park property and the Oak Ridge property through two Limited Partnerships with affiliates of the seller of the facilities (the "Limited Partner"). The Limited Partnership agreements provide that net cash from operations of these two properties will be distributed each quarter 100% to the Partnership until the Partnership has received an amount equal to a cumulative annual 12% return ("Preferred Return") on its capital contribution, as adjusted. The balance of any net cash from operations will be distributed 85% to the Partnership and 15% to the Limited Partner. The Preferred Return for Fern Park was satisfied during the third quarter of fiscal 1995 and the balance of net cash from operations was distributed according to the guidelines stated above. The minority share is recorded as minority interest in the Partnership's financial statements. Minority interest of $13,985 for 1995 was payable to the Limited Partner as of February 29, 1996. Certain age-related repairs and capital improvements which are required at the properties are being funded from the Partnership's cash reserves and cash flow from operations. Future cash distributions will depend on the adequacy of cash flow from operations and the level of cash reserves following capital improvements and could be reduced should market conditions negatively impact occupancy or rental rates. The amount of future cash distributions to the Limited Partners will be determined quarterly following a review of the Partnership's operations and cash requirements. Given the improvement of the self-storage industry in recent years, combined with the strong performance of the Partnership's nine storage facilities, the General Partners have begun marketing the facilities for sale. The objective is to maximize the selling price of the properties and distribute the sales proceeds to Limited Partners. While it is the General Partners' goal to sell the properties prior to the end of 1996 and while the General Partners are engaged in discussions with potential buyers, there is no assurance any of the properties will be sold or that any particular price can be obtained. In response to a request from Public Storage, Inc. ("Public Storage"), an unaffiliated third party, to receive a list of the Partnership's Unitholders, the Partnership entered into a letter agreement, dated February 9, 1996, pursuant to which the Partnership furnished the list and such third party agreed not to purchase more than 5% of the outstanding Units in the open market or more than 25% of the outstanding Units pursuant to a tender offer filed with the Securities and Exchange Commission. On March 1, 1996, Public Storage commenced a tender offer to purchase up to 12,533 outstanding Units at a net cash price of $419 per Unit. On April 2, 1996, the tender offer expired with Public Storage accepting for purchase 13,516 Units, or approximately 26.97% of the outstanding Units. Results of Operations Partnership operations resulted in net income of $413,259 for the three months ended February 29, 1996, compared with $400,058 for the three months ended February 28, 1995. The higher net income in 1996 is primarily attributable to an increase in rental and interest income, partially offset by higher property operating and general and administrative expenses. Rental income totaled $894,959 for the three months ended February 29, 1996, compared to $851,103 for the three months ended February 28, 1995. The increase in rental income can be attributed in part to increased rental rates at several of the Partnership's properties, as well as higher occupancy levels at certain properties. Interest income totaled $34,999 for the three months ended February 29, 1996, compared to $25,912 for the three months ended February 28, 1995. The increase is due to higher interest rates earned in 1996 as well as higher cash balances maintained by the Partnership. Property operating expenses totaled $290,225 for the three months ended February 29, 1996 compared with $275,981 for the three months ended February 28, 1995. The increase is primarily due to higher costs for routine repairs and maintenance at the properties. General and administrative expenses totaled $61,875 for the three months ended February 29, 1996, compared with $36,781 for the three months ended February 28, 1995. The increase is primarily due to higher salary reimbursements as a result of a 1995 underaccrual being recognized in 1996. Part II Other Information Items 1-5 Not applicable. Item 6 Exhibits and reports on Form 8-K. (a) Exhibits - (27) Financial Data Schedule (b) Reports on Form 8-K - No reports on Form 8-K were filed during the quarter ended February 29, 1996 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. AMERICAN STORAGE PROPERTIES L.P. BY: STORAGE SERVICES INC. General Partner Date: April 15, 1996 BY: /s/ PAUL L. ABBOTT ------------------ Director, President, Chief Executive Officer and Chief Financial Officer EX-27 2 FINANCIAL DATA SCHEDULE FOR FIRST QUARTER 10-Q AMERICAN STORAGE PROPERTIES, L.P.
5 3-mos Nov-30-1996 Feb-29-1996 2,768,435 000 000 000 000 000 19,817,828 6,174,941 16,563,400 000 000 000 000 000 15,789,224 16,563,400 894,959 929,958 000 290,225 226,474 000 000 413,259 000 413,259 000 000 000 413,259 8.28 8.28
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