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 August 31, 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 August 31, At November 30,
1996 1995
Assets
Self - service storage facilities, at cost:
Land $ 0 $ 3,756,319
Buildings and improvements 0 16,061,509
------------ ------------
0 19,817,828
Less accumulated depreciation 0 (6,010,342)
------------ ------------
0 13,807,486
Property held for disposition 13,478,406 0
Cash and cash equivalents 3,067,160 2,667,352
Other assets 148,319 149,923
------------ ------------
Total Assets $ 16,693,885 $ 16,624,761
============ ============
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 218,906 $ 120,589
Due to affiliates 46,298 53,522
Security deposits 11,753 13,050
Advance rent 123,182 115,194
Distribution payable 466,228 466,228
------------ ------------
Total Liabilities 866,367 768,583
------------ ------------
Minority Interest 0 13,985
------------ ------------
Partners' Capital (Deficit):
General Partners (129,084) (125,793)
Limited Partners 15,956,602 15,967,986
------------ ------------
Total Partners' Capital 15,827,518 15,842,193
------------ ------------
Total Liabilities and Partners' Capital $ 16,693,885 $ 16,624,761
============ ============
Consolidated Statement of Partners' Capital (Deficit)
For the nine months ended August 31, 1996
Limited General
Partners Partners Total
Balance at November 30, 1995 $ 15,967,986 $ (125,793) $ 15,842,193
Net income (loss) 1,387,299 (3,291) 1,384,008
Cash distributions (1,398,683) 0 (1,398,683)
------------ ---------- ------------
Balance at August 31, 1996 $ 15,956,602 $ (129,084) $ 15,827,518
============ ========== ============
Consolidated Statements of Operations
Three months ended Nine months ended
August 31, August 31,
1996 1995 1996 1995
Income
Rental $ 945,550 $ 899,280 $ 2,755,866 $ 2,600,452
Interest 36,118 33,035 105,273 91,013
--------- --------- ----------- -----------
Total Income 981,668 932,315 2,861,139 2,691,465
--------- --------- ----------- -----------
Expenses
Property operating 279,912 297,904 848,935 853,898
Depreciation 0 164,286 329,080 492,606
General and administrative 50,693 37,829 299,116 113,574
--------- --------- ----------- -----------
Total Expenses 330,605 500,019 1,477,131 1,460,078
--------- --------- ----------- -----------
Net Income $ 651,063 $ 432,296 $ 1,384,008 $ 1,231,387
========= ========= =========== ===========
Net Income (Loss) Allocated:
To the General Partners $ 0 $ (1,643) $ (3,291) $ (4,926)
To the Limited Partners 651,063 433,939 1,387,299 1,236,313
--------- --------- ----------- -----------
$ 651,063 $ 432,296 $ 1,384,008 $ 1,231,387
========= ========= =========== ===========
Per limited partnership unit
(50,132 outstanding) $12.98 $8.65 $27.67 $24.66
--------- --------- ----------- -----------
Consolidated Statements of Cash Flows
For the nine months ended August 31, 1996 1995
Cash Flows From Operating Activities:
Net income $ 1,384,008 $ 1,231,387
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 329,080 492,606
Increase (decrease) in cash arising from changes
in operating assets and liabilities:
Other assets 1,604 (4,614)
Accounts payable and accrued expenses 98,317 54,595
Due to affiliates (7,224) (8,547)
Security deposits (1,297) (2,392)
Advance rent 7,988 7,897
Minority interest (13,985) 0
----------- -----------
Net cash provided by operating activities 1,798,491 1,770,932
----------- -----------
Cash Flows From Investing Activities:
Additions to real estate 0 (39,605)
----------- -----------
Net cash used for investing activities 0 (39,605)
----------- -----------
Cash Flows From Financing Activities:
Distributions paid - Limited Partners (1,398,683) (1,227,802)
----------- -----------
Net cash used for financing activities (1,398,683) (1,227,802)
----------- -----------
Net increase in cash and cash equivalents 399,808 503,525
Cash and cash equivalents, beginning of period 2,667,352 2,001,535
----------- -----------
Cash and cash equivalents, end of period $ 3,067,160 $ 2,505,060
=========== ===========
Notes to the Consolidated Financial Statements
The unaudited interim consolidated financial statements should be read in
conjunction with the Partnership's annual 1995 audited consolidated 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 August 31, 1996 and the results of operations and cash
flows for the nine months ended August 31, 1996 and 1995 and the statement of
partners' capital (deficit) for the nine months ended August 31, 1996. Results
of operations for the period are not necessarily indicative of the results to
be expected for the full year.
The following significant events have occurred subsequent to fiscal year 1995
which requires disclosure in this interim report per Regulation S-X, Rule
10-01, Paragraph (a)(5).
Tender Offer
- ------------
On March 1, 1996, Public Storage, Inc., a California corporation ("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.
Sale of Properties
- ------------------
On May 17, 1996, American Storage Properties, L.P. (the "Partnership"),
entered into three Contracts of Sale (together, the "Contracts of Sale") dated
as of May 17, 1996, one for the Virginia properties and two as general partner
of the Florida limited partnerships, with Public Storage, pursuant to which the
Partnership agreed to sell substantially all its assets to Public Storage for
an aggregate price of $27,500,000, subject to adjustment, in cash (the "Sale").
The Sale was conditioned upon, among other things, the simultaneous closing of
all three Contracts of Sale, except under certain circumstances, and the
approval of the Sale by holders of a majority of the outstanding units of
limited partnership interests of the Partnership.
To obtain approval for the Sale, a proxy solicitation describing the terms of
the Sale was mailed to Limited Partners on September 10, 1996. Limited
Partners were required to submit executed ballots ("Ballots") by
October 10, 1996.
On October 10, 1996, the Partnership announced the approval by Limited Partners
holding a majority of the outstanding Units. In accordance with Sections
16.a.(iii) and (iv) of the Amended and Restated Certificate and Agreement of
Limited Partnership of the Partnership (the "Partnership Agreement"), approval
of the Sale will result in the dissolution of the Partnership.
The Sale of the Partnership's nine properties (the "Properties") was
consummated on October 11, 1996. The Properties were sold for $27,500,000 and
the transaction resulted in a gain of approximately $13,800,000, which will be
reflected in the Partnership's statement of operations for the year ended
November 30, 1996. It is currently anticipated that a special cash
distribution of approximately $540 per Unit, representing the majority of the
net proceeds from the Sale, will be distributed to the Limited Partners in the
near future. The General Partners intend to wind up the affairs of the
Partnership and subsequently liquidate the Partnership in accordance with the
terms of the Partnership Agreement. The remaining proceeds from the Sale and
cash reserves will be first used to pay the Partnership's remaining obligations
and costs of liquidation, and the balance distributed to the Partners. The
Partnership currently expects that such subsequent distribution will
approximate $25 per Unit.
Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
At August 31, 1996, the Partnership had cash and cash equivalents of $3,067,160
which were invested in money market accounts. The increase of $399,808 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 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 decreased to $0 at August 31, 1996 from $13,985 at
November 30, 1995, primarily due to the payment made during 1996 of the
minority share to the Limited Partner.
In response to a request from an unaffiliated third party, Public Storage,
Inc., a California corporation ("Public Storage"), 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.
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 began marketing the facilities for sale during the first
quarter of 1996. The objective has been to maximize the selling price of the
properties and distribute the net sales proceeds to Limited Partners. The
General Partners engaged in discussions with several potential buyers who
expressed an interest in acquiring one or more of the Partnership's properties.
On May 17, 1996 the Partnership entered into three substantially identical
Contracts of Sale (together, the "Contracts of Sale") with Public Storage, one
for the Virginia properties and two as general partner of the Florida limited
partnerships, pursuant to which the Partnership agreed to sell substantially
all its assets to Public Storage for an aggregate price of $27,500,000, subject
to adjustment, in cash (the "Sale"). The Sale price was the highest offer
received by the Partnership.
The Sale was conditioned upon, among other things, the simultaneous closing of
all three Contracts of Sale, except under certain circumstances, and the
approval of the Sale by holders of a majority of the outstanding Units of
limited partnership interests of the Partnership. To obtain such approval, a
proxy solicitation describing the terms of the Sale was mailed to Limited
Partners on September 10, 1996. Limited Partners were required to submit
executed ballots ("Ballots") by October 10, 1996.
On October 10, 1996 the Partnership announced the approval by Limited Partners
holding a majority of the outstanding Units. In accordance with Sections
16.a.(iii) and (iv) of the Amended and Restated Certificate and Agreement of
Limited Partnership of the Partnership (the "Partnership Agreement"), approval
of the Sale will result in the dissolution of the Partnership.
The Sale of the Partnership's nine properties was consummated on October 11,
1996. The Properties were sold for $27,500,000 and the transaction resulted in
a gain of approximately $13,800,000, which will be reflected in the
Partnership's statement of operations for the year ended November 30, 1996. It
is currently anticipated that a special cash distribution of approximately $540
per Unit, representing the majority of the net proceeds from the Sale, will be
distributed to the Limited Partners in the near future. The General Partners
intend to wind up the affairs of the Partnership and subsequently liquidate the
Partnership in accordance with the terms of the Partnership Agreement. The
remaining proceeds from the Sale and cash reserves will be first used to pay
the Partnership's remaining obligations and costs of liquidation, and the
balance distributed to the Partners. The Partnership currently expects that
such subsequent distribution will approximate $25 per Unit.
In view of the Sale, the Partnership's self-storage facilities at cost, less
accumulated depreciation at August 31, 1996, have been recorded on the
Partnership's Balance Sheet as "Property held for disposition." Property held
for disposition at August 31, 1996 was $13,478,406.
The Partnership expects sufficient cash flow to be generated from operations to
meet its current operating requirements. Net cash from operations was
distributed to the Limited Partners on a quarterly basis in proportion to the
number of units held by each Limited Partner. On or about October 15, 1996,
the Partnership will pay a distribution of net cash flow from operations of
$9.30 per unit for the quarter ended August 31, 1996. In view of the sale of
the Partnership's assets, there will be no more regular quarterly distributions
to Limited Partners.
Certain age-related repairs and capital improvements which are required at the
properties have historically been funded from the Partnership's cash reserves
and cash flow from operations. Due to the impending sale of the properties,
major repairs and capital improvements projects previously budgeted for 1996
have been deferred.
Results of Operations
Partnership operations resulted in net income of $651,063 and $1,384,008 for
the three and nine months ended August 31, 1996, respectively, compared with
$432,296 and $1,231,387 for the three and nine months ended August 31, 1995,
respectively. The higher net income for the 1996 periods is primarily
attributable to an increase in rental income and a decrease in depreciation
expense, which was partially offset by an increase in general and
administrative expenses for the 1996 periods, primarily due to the audit, legal
and professional costs incurred in connection with the Proposed Sale and
preparation of solicitation materials.
Rental income totaled $945,550 and $2,755,866 for the three and nine months
ended August 31, 1996, respectively, compared to $899,280 and $2,600,452 for
the three and nine months ended August 31, 1995, respectively. 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, particularly the Midlothian property. Interest income totaled
$36,118 and $105,273 for the three and nine months ended August 31, 1996,
respectively, compared to $33,035 and $91,013 for the three and nine months
ended August 31, 1995, respectively. The increase is due to higher cash
balances maintained by the Partnership during fiscal 1996.
Property operating expenses totaled $279,912 and $848,935 for the three and
nine months ended August 31, 1996, respectively, compared with $297,904 and
$853,898 for the three and nine months ended August 31, 1995, respectively. The
decrease is primarily due to lower costs for routine repairs and maintenance at
the properties during the second and third quarters of 1996.
General and administrative expenses totaled $50,693 and $299,116 for the three
and nine months ended August 31, 1996, respectively, compared with $37,829 and
$113,574 for the three and nine months ended August 31, 1995, respectively. The
increase is primarily due to an increase in legal, audit, printing and postage
and other professional fees due to the costs incurred in connection with the
Sale and preparation of solicitation materials. The increase is also due in
part to higher salary reimbursements in 1996.
The average weighted occupancy level at the Partnership's properties was 94%
at August 31, 1996, compared with 92% at August 31, 1995.
Part II Other Information
Items 1-3 Not applicable.
Item 4 Submission of matters to a vote of Unitholders
To obtain approval for the Sale, a proxy solicitation describing
the terms of the Sale was mailed to Limited Partners on
September 10, 1996. Limited Partners were required to submit
executed ballots ("Ballots") by October 10, 1996.
On October 10, 1996 the Partnership announced the approval by
Limited Partners holding a majority of the outstanding Units.
As of that date, Ballots representing 36,448 Units or 72.704%
of the outstanding Units, were received. Of this amount,
Ballots representing 35,616.905 Units or 71.046% of outstanding
Units, approved the Sale, Ballots representing 669.215 Units or
1.335% of the outstanding Units, withheld consent, and holders
of 161.880 Units, or 0.323% of the outstanding Units, abstained.
Item 5 Not applicable
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits -
(10.1) Contract of Sale (Virginia) dated May 17, 1996
between American Storage Properties, L.P. and
Public Storage, Inc.
(10.2) Contract of Sale (Fern Park) dated May 17, 1996
between Hutton/GSH American Storage Properties,
L.P. (Fern Park) and Public Storage, Inc.
(10.3) Contract of Sale (Oak Ridge) dated May 17, 1996
between Hutton/GSH American Storage Properties,
L.P. (Oak Ridge) and Public Storage, Inc.
(27) Financial Data Schedule
(b) Reports on Form 8-K - No reports on Form 8-K were
filed during the quarter ended August 31, 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: October 21, 1996
BY: /s/ Paul L. Abbott
NAME: Paul L. Abbott
TITLE: Director, President, Chief
Executive Officer and Chief
Financial Officer