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, 1997
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 May 31, At November 30,
1997 1996
Assets
Cash and cash equivalents $ 2,051,223 $ 2,770,939
Rent receivable 0 77,344
Interest receivable 15,000 0
Other assets 53,568 34,187
----------- -----------
Total Assets $ 2,119,791 $ 2,882,470
=========== ===========
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 233,303 $ 304,668
Due to affiliates 0 14,987
Distribution payable 1,833,672 270,642
Minority interest payable 52,816 382,816
----------- -----------
Total Liabilities 2,119,791 973,113
=========== ===========
Partners' Capital:
General Partners 0 3,188
Limited Partners 0 1,906,169
----------- -----------
Total Partners' Capital 0 1,909,357
----------- -----------
Total Liabilities and Partners' Capital $ 2,119,791 $ 2,882,470
=========== ===========
Consolidated Statement of Partners' Capital
For the six months ended May 31, 1997
Limited General
Partners Partners Total
Balance at November 30, 1996 $ 1,906,169 $ 3,188 $ 1,909,357
Net loss (74,928) (757) (75,685)
Distribution payable (1,831,241) (2,431) (1,833,672)
----------- ------- -----------
Balance at May 31, 1997 $ 0 $ 0 $ 0
Consolidated Statements of Operations
Three months ended May 31, Six months ended May 31,
1997 1996 1997 1996
Income
Rental $ 0 $ 915,357 $ 0 $ 1,810,316
Interest and other income 62,719 34,156 90,486 69,155
--------- --------- --------- -----------
Total Income 62,719 949,513 90,486 1,879,471
--------- --------- --------- -----------
Expenses
Property operating 18,813 278,798 25,806 569,023
Depreciation 0 164,481 0 329,080
General and administrative 94,464 186,548 140,365 248,423
--------- --------- --------- -----------
Total Expenses 113,277 629,827 166,171 1,146,526
--------- --------- --------- -----------
Net Income (Loss) $ (50,558) $ 319,686 $ (75,685) $ 732,945
========= ========= ========= ===========
Net Income (Loss) Allocated:
To the General Partners $ (506) $ (1,645) $ (757) $ (3,291)
To the Limited Partners (50,052) 321,331 (74,928) 736,236
--------- --------- --------- -----------
$ (50,558) $ 319,686 $ (75,685) $ 732,945
========= ========= ========= ===========
Per limited partnership unit
(50,132 outstanding) $ (1.00) $ 6.41 $ (1.49) $ 14.69
------- ------ ------- -------
Consolidated Statements of Cash Flows
For the six months ended May 31, 1997 1996
Cash Flows From Operating Activities:
Net Income (Loss) $ (75,685) $ 732,945
Adjustments to reconcile net income (loss) to net
cash provided by (used for) operating activities:
Depreciation 0 329,080
Increase (decrease) in cash arising from changes
in operating assets and liabilities:
Interest receivable (15,000) 0
Other assets (19,381) (15,884)
Rent receivable 77,344 0
Accounts payable and accrued expenses (71,365) 61,442
Due to affiliates (14,987) (5,900)
Security deposits 0 (877)
Advance rent 0 24,366
----------- -----------
Net cash provided by (used for)
operating activities (119,074) 1,125,172
----------- -----------
Cash Flows From Financing Activities:
Distribution paid-Limited Partners (270,642) (932,455)
Distribution paid - Minority Interest (330,000) (13,985)
----------- -----------
Net cash used for financing activities (600,642) (946,440)
----------- -----------
Net increase (decrease) in cash and
cash equivalents (719,716) 178,732
Cash and cash equivalents, beginning of period 2,770,939 2,667,352
----------- -----------
Cash and cash equivalents, end of period $ 2,051,223 $ 2,846,084
=========== ===========
Notes to the Consolidated Financial Statements
The unaudited interim consolidated financial statements should be read in
conjunction with the Partnership's annual 1996 consolidated audited financial
statements within Form 10-K.
The unaudited consolidated financial statements include all normal and
reoccurring adjustments which are, in the opinion of management, necessary to
present a fair statement of financial position as of May 31, 1997 and the
results of operations for the three and six months ended May 31, 1997 and 1996
and the consolidated statements of cash flows and partners' capital for the six
months ended May 31, 1997. Results of operations for the period are not
necessarily indicative of the results to be expected for the full year.
Certain prior year amounts have been reclassified to conform to the current
year's presentation.
The following significant event has occurred subsequent to fiscal year 1996,
and no material contingencies exist which require disclosure in this interim
report per Regulation S-X, Rule 10-01, Paragraph (a)(5).
Effective as of January 1, 1997, the Partnership began reimbursing certain
expenses incurred by the Storage Services Inc. general partner and its
affiliates in servicing the Partnership to the extent permitted by the
partnership agreement. In prior years, affiliates of the Storage Services Inc.
general partner had voluntarily absorbed these expenses.
Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
As of May 31, 1997, all nine of the Partnership's storage facilities were sold,
and consequently, it is anticipated that the Partnership will dissolve during
1997.
The Partnership closed on the sale of its nine storage facilities (the
"Properties") on October 11, 1996 (the "Sale"). The Properties were sold for
$27,500,000 and the transaction resulted in a gain on sale of $13,606,741. A
special cash distribution of $540 per Unit, representing the majority of the
net proceeds from the Sale and 1996 fourth quarter cash from operations, was
distributed to the Limited Partners on November 25, 1996. The remaining
proceeds from the Sale and cash reserves first were being used to pay the
Partnership's remaining obligations and costs of liquidation. On January 2,
1997, $270,642 was distributed to the General Partners representing their
portion of the net proceeds from the Sale. As of November 30, 1996, this amount
was reflected as "Distribution Payable" on the Partnership's consolidated
balance sheet. 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 during the third quarter of 1997. At such
time, a liquidating distribution will be paid to the Limited Partners in
accordance with the Partnership Agreement, as Amended. Distribution Payable has
been recorded as $1,833,672 at May 31, 1997, representing the anticipated final
liquidating distribution.
The Partnership had 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
provided that net cash from operations of these two properties be distributed
each quarter 100% to the Partnership until the Partnership had 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
was to be distributed 85% to the Partnership and 15% to the Limited Partner.
The minority share is recorded as minority interest in the Partnership's
financial statements. Minority interest payable decreased to $52,816 at
May 31, 1997 from $382,816 at November 30, 1996. The decrease represents a
liquidating distribution payment made to the Limited Partner during the first
quarter of 1997. The 1996 balance primarily consists of accruals estimating
the Limited Partner's remaining share of the liquidating distribution.
At May 31, 1997, the Partnership had cash and cash equivalents of $2,051,223
which were invested in money market accounts. The decrease of $719,716 from
November 30, 1996 is attributable to net cash used for operating activities and
to fund cash distributions to the General Partners and the Limited Partner.
Rent receivable decreased from $77,344 at November 30, 1996 to $0 at May 31,
1997. The change is primarily attributable to the timing of rental payments
owed to the Partnership. Other assets increased from $34,187 at November 30,
1996 to $53,568 at May 31, 1997. The increase is due to a refund due from
the Internal Revenue Service of prepaid Section 444 payments.
Accounts payable and accrued expenses decreased from $304,668 at November 30,
1996 to $233,303 at May 31, 1997. The decrease is primarily attributable to
legal fees no longer being accrued as a result of the Sale. The decrease is
also attributable to the timing of payments for administrative fees. These
decreases were partially offset by increases in accruals for audit and postage
fees relating to the liquidation of the Partnership. Due to affiliates
decreased from $14,987 at November 30, 1996 to $0 at May 31, 1997, primarily
due to the timing of payments.
Results of Operations
The Partnership generated net losses of $50,558 and $75,685 for the three and
six months ended May 31, 1997, respectively, compared to net income of $319,686
and $732,945 for the three and six months ended May 31, 1996, respectively. The
decreases are primarily due to the Sale on October 11, 1996.
Rental income totaled $0 for the three and six months ended May 31, 1997,
compared to $915,357 and $1,810,316 for the three and six months ended May 31,
1996, respectively. The decreases in rental income are due to the Sale on
October 11, 1996, when operations ceased. Interest and other income totaled
$62,719 and $90,486 for the three and six months ended May 31, 1997,
respectively, compared to $34,156 and $69,155 for the three and six months
ended May 31, 1996, respectively. The increases are primarily due to interest
being accrued through the end of the third quarter of 1997, when the
Partnership is expected to liquidate. The increases are also due to a refund
due from the Internal Revenue Service of prepaid Section 444 payments.
Property operating expenses totaled $18,813 and $25,806 for the three and six
months ended May 31, 1997, respectively, compared to $278,798 and $569,023 for
the three and six months ended May 31, 1996, respectively. The decreases are
primarily due to the Sale on October 11, 1996.
General and administrative expenses for the three and six months ended May 31,
1997 were $94,464 and $140,365, respectively, compared to $186,548 and $248,423
for the three and six months ended May 31, 1996, respectively. The decreases
are primarily due to decreases in legal, audit, appraisal, postage and other
professional fees, which were partially offset by increases in administrative
costs. During the 1997 periods, certain expenses incurred by the Storage
Services Inc. general partner, its affiliates, and an unaffiliated third party
service provider in servicing the Partnership, which were voluntarily absorbed
by affiliates of the Storage Services Inc. general partner in prior periods,
were accrued to be reimbursed to the Storage Services Inc. general partner and
its affiliates.
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 May 31, 1997.
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: July 14, 1997
BY: /s/ Paul L. Abbott
Director, President,
Chief Executive Officer and
Chief Financial Officer