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 May 31, 1995 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 HUTTON/GSH AMERICAN STORAGE PROPERTIES, L.P. (Exact name of registrant as specified in its charter) Virginia 11-2741889 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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 INDEX Page No. PART I FINANCIAL INFORMATION 	Item 1.	Financial Statements Consolidated Balance Sheets at May 31, 1995 and November 30, 1994 3 Consolidated Statement of Partners' Capital (Deficit) for the six months ended May 31, 1995 3 Consolidated Statements of Operations for the three and six months ended May 31, 1995 and 1994 4 Consolidated Statements of Cash Flows for the six months ended May 31, 1995 and 1994 4 Notes to the Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 PART II	OTHER INFORMATION 	 Items 1-6 7 Signatures 8 Consolidated Balance Sheets May 31, November 30, Assets 1995 1994 Self-service storage facilities, at cost: Land $ 3,756,319 $ 3,756,319 Buildings and improvements 16,018,252 16,005,525 19,774,571 19,761,844 Less accumulated depreciation (5,681,452) (5,353,132) 14,093,119 14,408,712 Cash and cash equivalents 2,325,686 2,001,535 Other assets 136,943 146,233 Total Assets $ 16,555,748 $ 16,556,480 Liabilities and Partners' Capital Liabilities: Accounts payable and accrued expenses $ 102,123 $ 86,485 Due to affiliates 15,778 35,157 Security deposits 13,924 15,804 Advance rent 137,474 114,524 Distribution payable 408,576 408,576 Total Liabilities 677,875 660,546 Partners' Capital (Deficit): General Partners (122,504) (119,221) Limited Partners 16,000,377 16,015,155 Total Partners' Capital 15,877,873 15,895,934 Total Liabilities and Partners' Capital $ 16,555,748 $ 16,556,480 Consolidated Statement of Partners' Capital (Deficit) For the six months ended May 31, 1995 General Limited Partners Partners Total Balance at December 1, 1994 $ (119,221) $ 16,015,155 $ 15,895,934 Net income (loss) (3,283) 802,374 799,091 Cash distributions 0 (817,152) (817,152) Balance at May 31, 1995 $ (122,504) $ 16,000,377 $ 15,877,873 Consolidated Statements of Operations Three months ended Six months ended May 31, May 31, Income 1995 1994 1995 1994 Rent $ 850,069 $ 834,554 $ 1,701,172 $ 1,645,931 Interest 32,066 10,761 57,978 20,021 Total Income 882,135 845,315 1,759,150 1,665,952 Expenses Property operating 280,013 266,581 555,994 545,255 Depreciation 164,125 162,254 328,320 324,456 General and administrative 38,964 31,817 75,745 70,665 Total Expenses 483,102 460,652 960,059 940,376 Net Income $ 399,033 $ 384,663 $ 799,091 $ 725,576 Net Income (Loss) Allocated: To the General Partners $ (1,641) $ (1,623) $ (3,283) $ (3,245) To the Limited Partners 400,674 386,286 802,374 728,821 $ 399,033 $ 384,663 $ 799,091 $ 725,576 Per limited partnership unit (50,132 outstanding) $ 8.00 $ 7.71 $ 16.01 $ 14.54 Consolidated Statements of Cash Flows For the six months ended May 31, 1995 and 1994 Cash Flows from Operating Activities: 1995 1994 Net income $ 799,091 $ 725,576 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 328,320 324,456 Increase (decrease) in cash arising from changes in operating assets and liabilities: Other assets 9,290 (39,137) Accounts payable and accrued expenses 15,638 (12,156) Due to affiliates (19,379) 13,588 Security deposits (1,880) (2,638) Advance rent 22,950 7,254 Net cash provided by operating activities 1,154,030 1,016,943 Cash Flows from Investing Activities: Additions to real estate (12,727) (33,094) Net cash used for investing activities (12,727) (33,094) Cash Flows from Financing Activities: Distributions paid (817,152) (817,152) Net cash used for financing activities (817,152) (817,152) Net increase in cash and cash equivalents 324,151 166,697 Cash and cash equivalents at beginning of period 2,001,535 1,562,452 Cash and cash equivalents at end of period $ 2,325,686 $ 1,729,149 Notes to the Consolidated Financial Statements The unaudited interim consolidated financial statements should be read in conjunction with the Partnership's annual 1994 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 May 31, 1995 and the results of operations and cash flows for the six months ended May 31, 1995 and 1994 and the statement of partners' capital (deficit) for the six months ended May 31, 1995. Results of operations for the periods are not necessarily indicative of the results to be expected for the full year. No significant events have occurred subsequent to fiscal year 1994, and no material contingencies exist which would require disclosure in this interim report per Regulation S-X, Rule 10-01, Paragraph (a)(5). Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources As of May 31, 1995, the Partnership had cash and short-term investments of $2,325,686 which were invested in unaffiliated money market accounts. The increase of $324,151 from November 30, 1994 is attributable to net cash provided by operating activities exceeding cash distributions to the Limited Partners and additions to real estate. Other assets decreased from $146,233 at November 30, 1994 to $136,943 at May 31, 1995, primarily due to a decrease in rent receivable. Accounts payable and accrued expenses increased from $86,485 at November 30, 1994 to $102,123 at May 31, 1995. The increase is primarily attributable to the timing of payments for property appraisals, legal fees and real estate taxes. 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 July 17, 1995, the Partnership will pay a distribution of net cash from operations of $8.15 per unit for the quarter ended May 31, 1995. 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 following capital improvements and could be reduced should market conditions negatively impact occupancy. 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. Results of Operations Partnership operations resulted in net income of $399,033 and $799,091 for the three and six months ended May 31, 1995, respectively, compared with $384,663 and $725,576 for the corresponding periods in fiscal 1994. The improvement in operating results for 1995 is primarily attributable to an increase in rental income and interest income, partially offset by higher property operating and general and administrative expenses. Rental income totaled $850,069 and $1,701,172 for the three and six months ended May 31, 1995, respectively, compared with $834,554 and $1,645,931 for the corresponding periods in fiscal 1994. The increase in rental income can be attributed in part to higher occupancy, particularly at the Mechanicsville facility, as well as increased rental rates at several of the Partnership's properties. Property operating expenses totaled $280,013 and $555,994 for the three and six months ended May 31, 1995, respectively, compared with $266,581 and $545,255 for the corresponding periods in fiscal 1994. The increase is primarily due to higher costs for routine repairs and maintenance. General and administrative expenses totaled $38,964 and $75,745 for the three and six months ended May 31, 1995, respectively, compared with $31,817 and $70,665 for the corresponding periods in fiscal 1994. The increase in 1995 reflects higher expenses for audit fees, legal fees and printing and postage. The average weighted occupancy at the Partnership's properties was 90% at May 31, 1995, compared with 91% at May 31, 1994. PART II		OTHER INFORMATION Items 1-5	Not applicable Item 6		Exhibits and reports on Form 8-K. 	(a)	Exhibits - None (b) Reports on Form 8-K - No reports on Form 8-K were filed during the three month period covered by this report. 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. HUTTON/GSH AMERICAN STORAGE PROPERTIES, L.P. BY: STORAGE SERVICES INC. General Partner Date: July 14, 1995 BY: s/Paul L. Abbott/ Name: Paul L. Abbott Title: Director, President, Chief Executive Officer and Chief Financial Officer