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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 [Fee Required]
For the fiscal year ended December 31, 1995 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
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Commission File Number 0-9208
PUBLIC STORAGE PROPERTIES V, LTD.
---------------------------------
(Exact name of registrant as specified in its charter)
California 95-3292068
- ------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 N. Brand Boulevard
Glendale, California 91201-5050
- ------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 244-8080
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of class)
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
-- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-K or any
amendment to the form 10-K. [ ]
DOCUMENTS INCORPORATED BY REFERENCE
NONE
PART I
ITEM 1. BUSINESS.
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General
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Public Storage Properties V, Ltd. (the "Partnership") is a publicly held
limited partnership formed under the California Uniform Limited Partnership Act
in May, 1978. The Partnership raised $22,000,000 in gross proceeds by selling
44,000 units of limited partnership interests ("Units") in an interstate
offering which commenced in March, 1979 and completed in October, 1979. The
Partnership was formed to engage in the business of developing and operating
self-storage facilities offering storage space for personal and business use
(the "mini-warehouses").
In 1995, there were a series of mergers among Public Storage Management,
Inc. (which was the Partnership's mini-warehouse operator), Public Storage, Inc.
(which was one of the Partnership's general partners) ("Old PSI") and their
affiliates (collectively, "PSMI"), culminating in the November 16, 1995 merger
(the "PSMI Merger") of PSMI into Storage Equities, Inc., a real estate
investment trust organized as a California corporation. In the PSMI Merger,
Storage Equities, Inc.'s name was changed to Public Storage, Inc. ("PSI") and
PSI acquired substantially all of PSMI's United States real estate operations
and became a co-general partner of the Partnership and the operator of the
Partnership's mini-warehouse properties.
The Partnership's general partners are PSI and B. Wayne Hughes ("Hughes")
(collectively referred to as the "General Partners"). Hughes has been a general
partner of the Partnership since its inception. Hughes is chairman of the board
and chief executive officer of PSI, and Hughes and members of his family (the
"Hughes Family') are the major shareholders of PSI.
The Partnership is managed, and its investment decisions are made by Hughes
and the executive officers and directors of PSI. The limited partners of the
Partnership have no right to participate in the operation or conduct of its
business and affairs.
The Partnership's objectives are to (i) maximize the potential for
appreciation in value of the Partnership's properties and (ii) generate
sufficient cash flow from operations to pay all expenses, including the payment
of interest to Noteholders. All of the properties were financed in 1989.
The term of the Partnership is until all properties have been sold and, in
any event, not later than December 31, 2038.
Investments in Facilities
- -------------------------
At December 31, 1995, the Partnership owned 15 properties including one
business park. Nine of the properties are located in California, three in
Florida and three in Georgia. One of the mini-warehouses, the Miami/Perrine,
Florida facility, was destroyed by Hurricane Andrew in August 1992, and will not
be reconstructed (see Item 2 below). One property, located in California, was
sold in May 1982.
The Partnership believes that its operating results have benefited from
favorable industry trends and conditions. Notably, the level of new
mini-warehouse construction has decreased since 1988 while consumer demand has
increased. In addition, in recent years consolidation has occurred in the
fragmented mini-warehouse industry.
Mini-warehouse Properties
- -------------------------
Mini-warehouses are designed to offer accessible storage space for personal
and business use at a relatively low cost. A user rents a fully enclosed space
which is for the user's exclusive use and to which only the user has access on
an unrestricted basis during business hours. On-site operation is the
responsibility of resident managers who are supervised by area managers. Some
mini-warehouses also include rentable uncovered parking areas for vehicle
storage. Leases for mini-warehouse space may be on a long-term or short-term
basis, although typically spaces are rented on a month-to-month basis. Rental
rates vary according to the location of the property and the size of the storage
space.
Users of space in mini-warehouses include both individuals and large and
small businesses. Individuals usually employ this space for storage of, among
other things, furniture, household appliances, personal belongings, motor
vehicles, boats, campers, motorcycles and other household goods. Businesses
normally employ this space for storage of excess inventory, business records,
seasonal goods, equipment and fixtures.
Mini-warehouses in which the Partnership has invested generally consist of
three to seven buildings containing an aggregate of between 350 to 750 storage
spaces, most of which have between 25 and 400 square feet and an interior height
of approximately 8 to 12 feet.
The Partnership experiences minor seasonal fluctuations in the occupancy
levels of mini-warehouses with occupancies higher in the summer months than in
the winter months. The Partnership believes that these fluctuations result in
part from increased moving activity during the summer.
The Partnership's mini-warehouses are geographically diversified and are
generally located in heavily populated areas and close to concentrations of
apartment complexes, single family residences and commercial developments.
However, there may be circumstances in which it may be appropriate to own a
property in a less populated area, for example, in an area that is highly
visible from a major thoroughfare and close to, although not in, a heavily
populated area. Moreover, in certain population centers, land costs and zoning
restrictions may create a demand for space in nearby less populated areas.
As with most other types of real estate, the conversion of mini-warehouses
to alternative uses in connection with a sale or otherwise would generally
require substantial capital expenditures. However, the Partnership does not
intend to convert its mini-warehouses to other uses.
Commercial Property
- -------------------
The Partnership owns one commercial property, a business park located in
San Francisco, California.
Operating Strategies
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The Partnership's mini-warehouses are operated by PSI under the "Public
Storage" name, which the Partnership believes is the most recognized name in the
mini-warehouse industry. The major elements of the Partnership's operating
strategies are as follows:
- - Capitalize on "Public Storage's" name recognition. PSI, together with its
predecessor, has more than 20 years of operating experience in the
mini-warehouse business. PSI has informed the Partnership that it is the
largest mini-warehouse facility operator in the United States in terms of
both number of facilities and rentable space operated. In the past eight
years, in excess of $56 million has been expended promoting the "Public
Storage" name. PSI believes that its marketing and advertising programs
improve its competitive position in the market. PSI believes that it is the
only mini-warehouse operator regularly using television advertising in
several major markets around the country, and its in-house Yellow Pages
staff designs and places advertisements in approximately 700 directories.
In addition, PSI offers a toll-free referral system, 800-44-STORE, which
services approximately 100,000 calls per year from potential customers
inquiring as to the nearest Public Storage mini-warehouse.
- - Maintain high occupancy levels and increase realized rents. Subject to
market conditions, the Partnership generally seeks to achieve average
occupancy levels in excess of 90% and to eliminate promotions prior to
increasing rental rates. Average occupancy for the Partnership's
mini-warehouses has increased from 89% in 1994 to 90% in 1995. Realized
monthly rents per occupied square foot increased from $.74 in 1994 to $.76
in 1995. The Partnership has increased rental rates in many markets where
it has achieved high occupancy levels and eliminated or minimized
promotions.
- - Systems and controls. PSI has an organizational structure and a property
operation system, "CHAMP" (Computerized Help and Management Program), which
links its corporate office with each mini-warehouse. This enables PSI to
obtain daily information from each mini-warehouse and to achieve
efficiencies in operations and maintain control over its space inventory,
rental rates, promotional discounts and delinquencies. Expense management
is achieved through centralized payroll and accounts payable systems and a
comprehensive property tax appeals department, and PSI has an extensive
internal audit program designed to ensure proper handling of cash
collections.
- - Professional property operation. In addition to the approximately 120
support personnel at the Public Storage corporate offices, there are
approximately 2,700 on-site personnel who manage the day-to-day operations
of the mini-warehouses in the Public Storage system. These on-site
personnel are supervised by 107 district managers, 14 regional managers and
three divisional managers (with an average of 12 years' experience in the
mini-warehouse industry) who report to the president of the mini-warehouse
property operator (who has 11 years of experience with the Public Storage
organization). PSI carefully selects and extensively trains the operational
and support personnel and offers them a progressive career path. See
"Property Operators."
Property Operators
- ------------------
The Partnership's mini-warehouse properties are managed by PSI (as
successor-in-interest to PSMI) and the Partnership's commercial property is
managed by Public Storage Commercial Properties Group, Inc. ("PSCP") under
Management Agreements (as amended, the "Management Agreements", which term shall
include the Amended Management Agreements dated as of February 21, 1995). PSI
has a 95% economic interest and the Hughes Family has a 5% economic interest in
PSCP.
Under the supervision of the Partnership, PSI and PSCP coordinate the
operation of the facilities, establish rental policies and rates, direct
marketing activity and the purchase of equipment and supplies, maintenance
activity, and the selection and engagement of all vendors, supplies and
independent contractors.
PSI and PSCP engage, at the expense of the Partnership, employees for the
operation of the Partnership's facilities, including resident managers,
assistant managers, relief managers, and billing and maintenance personnel. Some
or all of these employees may be employed on a part-time basis and may also be
employed by other persons, partnerships, real estate investment trusts or other
entities owning facilities operated by PSI and PSCP.
In the purchasing of services such as advertising (including broadcast
media advertising) and insurance, PSI and PSCP attempt to achieve economies by
combining the resources of the various facilities that they operate. Facilities
operated by PSI have historically carried comprehensive insurance, including
fire, earthquake, liability and extended coverage.
PSI and PSCP have developed systems for space inventory, accounting and
handling delinquent accounts, including a computerized network linking PSI
operated facilities. Each project manager is furnished with detailed operating
procedures and typically receives facilities management training from PSI. Form
letters covering a variety of circumstances are also supplied to the project
managers. A record of actions taken by the project managers when delinquencies
occur is maintained.
The Partnership's facilities are typically advertised via signage, yellow
pages, flyers and broadcast media advertising (television and radio) in
geographic areas in which many of the Partnership's facilities are located.
Broadcast media and other advertising costs are charged to the Partnership's
facilities located in geographic areas affected by the advertising. From time to
time, PSI and PSCP adopt promotional programs, such as temporary rent
reductions, in selected areas or for individual facilities.
For as long as the respective Management Agreement is in effect, PSI has
granted the Partnership a non-exclusive license to use two PSI service marks and
related designs (and PSCP has granted the Partnership a non-exclusive license to
use a PSI service mark and related signs), including the "Public Storage" name,
in conjunction with rental and operation of facilities managed pursuant to the
Management Agreement. Upon termination of the respective Management Agreement,
the Partnership would no longer have the right to use the service marks and
related designs except as described below. The General Partners believe that the
loss of the right to use the service marks and related designs could have a
material adverse effect on the Partnership's business.
Each Management Agreement provides that the Management Agreement may be
terminated without cause upon 60 days' written notice by the Partnership and
upon seven years' written notice by PSI or PSCP, as the case may be. Each
Management Agreement may also be terminated at any time by either party for
cause, but if terminated for cause by the Partnership, the Partnership retains
the right to use the service marks and related designs until a date seven years
after such termination.
Competition
- -----------
Competition in the market areas in which the Partnership operates is
significant and affects the occupancy levels, rental rates and operating
expenses of certain of the Partnership's facilities. Competition may be
accelerated by any increase in availability of funds for investment in real
estate. Recent increases in plans for development of mini-warehouses is expected
to further intensify competition among mini-warehouse operators in certain
market areas. In addition to competition from mini-warehouses operated by PSI,
there are three other national firms and numerous regional and local operators.
The Partnership believes that the significant operating and financial experience
of PSI, and the "Public Storage" name, should enable the Partnership to continue
to compete effectively with other entities.
Other Business Activities
- -------------------------
A corporation owned by the Hughes Family reinsures policies against losses
to goods stored by tenants in the Partnership's mini-warehouses. The Partnership
believes that the availability of insurance reduces the potential liability of
the Partnership to tenants for losses to their goods from theft or destruction.
This corporation receives the premiums and bears the risks associated with the
insurance.
A corporation, in which PSI has a 95% economic interest and the Hughes
Family has a 5% economic interest, sells locks, boxes and tape to tenants to be
used in securing their spaces and moving their goods. PSI believes that the
availability of locks, boxes and tape for sale promotes the rental of spaces.
Employees
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There are 48 persons who render services on behalf of the Partnership.
These persons include resident managers, assistant managers, relief managers,
district managers, and administrative personnel.
ITEM 2. PROPERTIES.
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The following table sets forth information as of December 31, 1995 about
properties owned by the Partnership:
Net Number Date
Size of Rentable of of Completion
Location Parcel Area Spaces Purchase Date
-------- ------ ---- ------ -------- ----
CALIFORNIA
Belmont 2.74 acres 46,000 sq. ft 441 May 14, 1979 Dec. 1979
Carson 2.30 acres 43,000 sq. ft 390 Oct. 9, 1979 Jan. 1980
Carson Street
Palmdale 3.48 acres 56,000 sq. ft. 461 July 31, 1979 Jan. 1980
Pasadena
Fair Oaks 2.17 acres 72,000 sq. ft 816 Aug. 24, 1979 Mar. 1980
Sacramento
Carmichael 3.12 acres 45,000 sq. ft 456 Dec. 7, 1979 July 1980
Sacramento (2)
Florin 3.99 acres 71,000 sq. ft 599 Mar. 30, 1979 June 1980
San Jose Capitol Quimby 2.24 acres 36,000 sq. ft. 331 Nov. 21, 1979 July 1980
San Jose
Felipe 1.60 acres 52,000 sq. ft. 453 Oct. 9, 1979 Dec. 1980
So. San Francisco
Spruce (3) 3.03 acres 60,000 sq. ft. 389 June 27, 1979 Nov. 1980
FLORIDA
Miami
Perrine (1) 4.28 acres - 0 May 31, 1979 Jan. 1980
Miami
27th Ave. 3.07 acres 62,000 sq. ft. 616 Oct. 11, 1979 May 1980
Miami
29th 1.82 acres 35,000 sq. ft. 318 May 1, 1979 Oct. 1979
GEORGIA
Atlanta
Montreal Road 3.14 acres 57,000 sq. ft. 479 July 9, 1979 June 1980
Atlanta
Mountain Industrial Blvd. 3.10 acres 51,000 sq. ft. 470 Oct. 30, 1979 Sept. 1980
Marietta-
Cobb Parkway 3.61 acres 68,000 sq. ft. 612 Apr. 20, 1979 Oct. 1979
(1) In August 1992, the facility's mini-warehouse buildings were destroyed by
Hurricane Andrew. The General Partners have decided that it would be more
beneficial to the Partnership, given the condition of the market area of
the facility, to cease operations and not to reconstruct the facility. The
General Partners are attempting to sell the land.
(2) The project's net rentable area contains office space or a combination
of office and light industrial space.
(3) Business Park.
Substantially all of the Partnership's facilities were acquired prior to
the time that it was customary to conduct environmental investigations in
connection with property acquisitions. During 1995, the Partnership completed
environmental assessments of its properties to evaluate the environmental
condition of, and potential environmental liabilities of such properties. These
assessments were performed by an independent environmental consulting firm.
Based on the assessments, the Partnership has expensed, as of December 31, 1995,
an estimated $27,000 for known environmental remediation requirements.
The properties are held subject to encumbrances which are described in this
report under Note 7 of the Notes to the Financial Statements included in Item
14(a).
ITEM 3. LEGAL PROCEEDINGS.
------------------
No material legal proceeding is pending against the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
----------------------------------------------------
No matters were submitted to a vote of security holders during the fourth
quarter of 1995.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
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The Partnership has no common stock.
The Units are not listed on any national securities exchange or quoted on
the NASDAQ System, and there is no established public trading market for the
Units. Secondary sales activity for the Units has been limited and sporadic. The
General Partners monitor transfers of the Units (a) because the admission of the
transferee as a substitute limited partner requires the consent of the General
Partners under the Partnership's Amended and Restated Certificate and Agreement
of Limited Partnership, (b) in order to ensure compliance with safe harbor
provisions to avoid treatment as a "publicly traded partnership" for tax
purposes, and (c) because the General Partners have purchased Units. However,
the General Partners do not have information regarding the prices at which all
secondary sale transactions in the Units have been effectuated. Various
organizations offer to purchase and sell limited partnership interests
(including securities of the type such as the Units) in secondary sales
transactions. Various publications such as The Stanger Report summarize and
report information (on a monthly, bimonthly or less frequent basis) regarding
secondary sales transactions in limited partnership interests (including the
Units), including the prices at which such secondary sales transactions are
effectuated.
In addition, Dean Witter Reynolds Inc., the dealer-manager for the
Partnership's initial offering of Units, has certain information with regard to
sale transactions in the Units.
Exclusive of the General Partners' interest in the Partnership, as of
December 31, 1995, there were approximately 1,626 record holders of Units.
In April 1995, Old PSI completed a cash tender offer, in which Old PSI
acquired 17,137 Units of the 44,000 outstanding limited Partnership Units in the
Partnership at $250 per Unit (following acceptance of the Units in the tender
offer by Old PSI, Old PSI transferred to Hughes 4,852 Units). As a result of the
PSMI merger, PSI owns all of the Units that were owned by Old PSI, and PSI has
an option to acquire all of the Units owned by Hughes. As of February 29, 1996,
PSI and Hughes owned an aggregate of 21,035 Units (47.8% of the Units).
Distributions to the general and limited partners of all "Cash Available
for Distribution" have been made quarterly. Cash Available for Distribution is
generally funds from operations of the Partnership, without deduction for
depreciation, but after deducting funds to pay or establish reserves for all
other expenses (other than incentive distributions to the general partner) and
capital improvements, plus net proceeds from any sale or financing of the
Partnership's properties. In the third quarter of 1991, quarterly distributions
were discontinued to enable the Partnership to increase its reserves for
principal repayments that commenced in 1991 and will continue through 1999, at
which time the entire remaining principal balance will be payable.
ITEM 6. SELECTED FINANCIAL DATA.
-----------------------
For the Year
Ended December 31, 1995 1994 1993 1992 1991
- ------------------ ---- ---- ---- ---- ----
Revenues $6,746,000 $6,438,000 $6,099,000 $5,999,000 $5,716,000
Depreciation and
amortization 688,000 618,000 593,000 609,000 587,000
Interest expense 2,598,000 2,677,000 2,836,000 2,870,000 2,898,000
Income before
gain relating
to destroyed
real estate
facility 1,426,000 1,189,000 775,000 543,000 218,000
Net income (1) 1,426,000 1,189,000 2,144,000 543,000 218,000
Limited
partners'
share 1,412,000 1,777,000 2,123,000 538,000 180,000
General
partners'
share 14,000 12,000 21,000 5,000 38,000
Limited partners'
per unit data (2)
Net income (1) 32.09 26.75 48.25 12.23 4.09
Cash distributions - - - - 2.45
- -----------------------------------------------------------------------------------------------------------------------------------
As of December 31,
- -----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents $1,156,000 $675,000 $3,152,000 $2,626,000 $1,941,000
Total assets $21,137,000 $18,490,000 $18,211,000 $16,179,000 $15,966,000
Mortgage note payable $23,196,000 $23,609,000 $25,441,000 $25,798,000 $26,069,000
(1) Net income for 1993 includes a gain relating to a destroyed real estate
facility totaling $1,369,000 ($30.81 per Unit).
(2) Per unit data is based on the weighted average number of the limited
partnership units (44,000) outstanding during the period.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
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Results of Operations
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YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994:
The Partnership's net income was $1,426,000 in 1995 compared to $1,189,000
in 1994, representing an increase of $237,000. The increase was primarily
attributable to an increase in property net operating income at the
Partnership's mini-warehouse facilities combined with decreased interest expense
and partially offset by environmental costs incurred on the Partnership's
facilities in 1995 (see discussion below).
During 1995, property net operating income (rental income less cost of
operations, management fees paid to affiliates and depreciation expense) was
$3,586,000 in 1995 compared to $3,515,000 in 1994, representing an increase of
$71,000 or 2%. This increase was primarily attributable to an increase in rental
income at the Partnership's mini-warehouse facilities partially offset by a
decrease in rental income at the San Francisco business park facility and an
increase in cost of operations and depreciation expense.
Rental income was $6,210,000 in 1995 compared to $6,012,000 in 1994,
representing an increase of $198,000 or 3%. The increase was primarily
attributable to an increase in rental income at the Partnership's mini-warehouse
facilities due primarily to an increase in rental rates. Rental income at the
San Francisco business park facility declined by $31,000 due to a 4 point
decrease in occupancy. The weighted average occupancy levels for the
mini-warehouse and business park facilities were 90% and 91%, respectively, in
1995 compared to 89% and 95%, respectively, in 1994. The monthly realized rent
per occupied square foot for the mini-warehouse and business park facilities
averaged $.76 and $1.04, respectively, in 1995 compared to $.74 and $1.10,
respectively, in 1994.
Other income increased $14,000 in 1995 compared to 1994. Other income
includes business interruption insurance proceeds (net of certain costs and
expenses of maintaining the Miami facility, discussed below in the results of
operations for the year ended December 31, 1994), relating to the disposed
facility, of $109,000 and $87,000 in 1995 and 1994, respectively.
Dividend income from marketable securities of affiliate increased $96,000
in 1995 compared to 1994. This increase was mainly attributable to an increase
in the number of shares owned in 1995 compared to 1994 and an increase in the
dividend rate from $.21 to $.22 per quarter per share.
Cost of operations (including management fees paid to affiliates) increased
$57,000 or 3% to $1,936,000 in 1995 from $1,879,000 in 1994. This increase was
primarily attributable to increases in payroll and repairs and maintenance
offset by a decrease in property tax expense.
Substantially all of the Partnership's facilities were acquired prior to
the time that it was customary to conduct environmental investigations in
connection with property acquisitions. During 1995, the Partnership completed
environmental assessments of its properties to evaluate the environmental
condition of, and potential environmental liabilities of such properties. These
assessments were performed by an independent environmental consulting firm.
Based on the assessments, the Partnership has expensed, as of December 31, 1995,
an estimated $27,000 for known environmental remediation requirements. Although
there can be no assurance, the Partnership is not aware of any environmental
contamination of any of its property sites which individually or in the
aggregate would be material to the Partnership's overall business, financial
condition, or results of operations.
Interest expense was $2,598,000 and $2,677,000 in 1995 and 1994,
respectively, representing a decrease of $79,000 or 3%. The decrease was
primarily a result of a lower outstanding loan balance in 1995 compared to 1994.
YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993:
The Partnership's net income for 1994 was $1,189,000 compared to $2,144,000
in 1993, representing a decrease of $955,000. The 1993 net income includes a
gain relating to a destroyed mini-warehouse facility, totaling $1,369,000,
accordingly, income before the gain increased by $414,000 or 53% in 1994
compared to 1993. The increase was primarily due to an increase in property net
operating income at the Partnership's mini-warehouse facilities combined with
decreased interest expense.
In August 1992, the buildings at a mini-warehouse facility located in
Miami, Florida (Miami/Perrine) were completely destroyed by Hurricane Andrew.
The facility was adequately insured with respect to business interruption and
reconstruction of the facility. The General Partners and insurers reached a
settlement whereby the Partnership would receive net insurance proceeds of
approximately $2,881,000. The General Partners determined that it would be more
beneficial to the Partnership, given the condition of the market area, to cease
operations at this location and therefore decided not to reconstruct the
buildings. Therefore, after allowing for demolition and clean up costs of
$212,000 and an amount specified for business interruption insurance, the
Partnership reduced (i) real estate facilities by $661,000, the net book value
of the destroyed buildings, and (ii) other related net assets and liabilities of
$7,000, and (iii) recognized a gain of $1,369,000 for the year ended December
31, 1993.
Property net operating income (rental income less cost of operations,
management fees paid to affiliates and depreciation expense) was $3,515,000 in
1994 and $3,350,000 in 1993, representing an increase of $165,000 or 5%. The
increase was primarily due to an increase in rental income at the Partnership's
facilities offset by an increase in cost of operations and depreciation expense.
Rental income was $6,012,000 in 1994 compared to $5,770,000 in 1993,
representing an increase of $242,000 or 4%. This increase was primarily
attributable to increased rental rates at the Partnership's mini-warehouse
facilities. The weighted average occupancy levels for the mini-warehouse and
business park facilities remained stable at 89% and 95%, respectively, for 1994
and 1993. The average monthly realized rent per occupied square foot for the
mini-warehouse and business park facilities was $.74 and $1.10, respectively, in
1994 compared to $.71 and $1.01 respectively, in 1993.
Cost of operations (including management fees paid to affiliates) was
$1,879,000 in 1994 and $1,827,000 in 1993, respectively, representing an
increase of $52,000 or 3%. The increase was primarily the result of increases in
repairs and maintenance and payroll expense, partially offset by a decrease in
advertising expense.
Other income includes business interruption insurance proceeds (net of
certain costs and expenses of maintaining the property), relating to the
disposed facility, of $87,000 and $166,000 for 1994 and 1993, respectively.
Dividend income from marketable securities of affiliate increased $146,000
in 1994 compared to 1993. This increase was mainly attributable to an increase
in the number of shares owned in 1994 compared to 1993.
Interest expense was $2,677,000 and $2,836,000 in 1994 and 1993,
respectively, representing a decrease of $159,000 or 6%. The decrease was
primarily a result of a lower outstanding loan balance in 1994 compared to 1993
due to the prepayment of $1,530,000 of principal in February 1994 on the loan.
Liquidity and Capital Resources
- -------------------------------
Cash flows from operating activities ($1,626,000 for the year ended
December 31, 1995) have been sufficient to meet all current obligations of the
Partnership. During 1996, the Partnership anticipates approximately $464,000 of
capital improvements. During 1995, the Partnership's property operator commenced
a program to enhance the visual appearance of the mini-warehouse facilities
operated by it. Such enhancements will include new signs, exterior color
schemes, and improvements to the rental offices. Included in the 1996 capital
improvement budget are estimated costs of $60,000 for such enhancements.
At December 31, 1995, the Partnership held 440,584 (including the November
1995 purchase) shares of common stock (marketable securities) with a fair value
totaling $8,371,000 (cost of $5,283,000 at December 31, 1995) in Public Storage,
Inc. (PSI). In November 1995, the Partnership purchased an additional 22,456
shares of PSI common stock at a cost of $398,000. The Partnership recognized
$373,000 in dividends during 1995.
In November 1995, the Management Agreement was amended to provide that upon
demand from PSI or PSMI made prior to December 15, 1995, the Partnership agreed
to prepay (within 15 days after such demand) up to 12 months of management fees
(based on the management fees for the comparable period during the calendar year
immediately preceding such prepayment) discounted at the rate of 14% per year to
compensate for early payment. In December 1995, the Partnership prepaid, to PSI,
8 months of 1996 management fees at a cost of $229,000.
The aggregate amount of distributions paid to the Limited and General
Partners each year since inception of the Partnership were as follows:
1979 $ 338,000
1980 1,281,000
1981 1,449,000
1982 4,455,000
1983 2,737,000
1984 3,187,000
1985 3,868,000
1986 4,046,000
1987 3,506,000
1988 3,211,000
1989 26,253,000
1990 438,000
1991 146,000
1992 -
1993 -
1994 -
1995 -
Quarterly distributions were reduced in 1990, and discontinued in 1991, to
enable the Partnership to increase its cash reserves for principal payments that
commenced in 1991, and are scheduled to increase in subsequent years through
1999, at which time the remaining principal balance is payable.
During the third quarter of 1987, the limited partners recovered all of
their initial investment thereby increasing the General Partners' share of cash
distributions from 8% to 25% (see Item 13).
During 1989, the Partnership financed all of its properties with a
$26,250,000 loan with fixed interest of 10.75% per annum. Proceeds of
$24,356,000 were distributed to the partners in June 1989 and are included in
the 1989 distribution. In February 1994, the Partnership made a prepayment of
principal totaling $1,530,000 on this note. As a result of the pre-payment, the
monthly payment of principal and interest has been reduced from $257,000 to
$242,000. At December 31, 1995, the outstanding balance of the mortgage note was
$23,196,000, which matures on June 1, 1999.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
-------------------------------------------
The Partnership's financial statements are included elsewhere herein.
Reference is made to the Index to Financial Statements and Financial Statement
Schedule in Item 14(a).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
----------------------------------------------------------------
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP.
---------------------------------------------------
The Partnership has no directors or executive officers.
The Partnership's general partners are PSI and B. Wayne Hughes. PSI, acting
through its directors and executive officers, and Mr. Hughes manage and make
investment decisions for the Partnership.
The names of all directors and executive officers of PSI, the offices held
by each of them with PSI, and their ages and business experience during the past
five years are as follows:
Name Positions with PSI
- ------------------------- ----------------------------------------------------
B. Wayne Hughes Chairman of the Board and Chief Executive Officer
Harvey Lenkin President and Director
Ronald L. Havner, Jr. Senior Vice President and Chief Financial Officer
Hugh W. Horne Senior Vice President
Obren B. Gerich Senior Vice President
Marvin M. Lotz Senior Vice President
Mary Jayne Howard Senior Vice President
David Goldberg Senior Vice President
John Reyes Vice President and Controller
Sarah Hass Vice President and Secretary
Robert J. Abernethy Director
Dann V. Angeloff Director
William C. Baker Director
Uri P. Harkham Director
Berry Holmes Director
B. Wayne Hughes, age 62, a general partner of the Partnership, has been a
director of PSI since its organization in 1980, and was President and Co-Chief
Executive Officer from 1980 until November 1991 when he became Chairman of the
Board and sole Chief Executive Officer. Mr. Hughes has been a director of
Storage Properties, Inc. ("SPI"), a real estate investment trust whose
investment adviser is PSI, since 1989. Since 1990, Mr. Hughes has been Chairman
of the Board of Public Storage Properties X, Inc., Public Storage Properties XI,
Inc., Public Storage Properties XII, Inc., Public Storage Properties XIV, Inc.,
Public Storage Properties XV, Inc., Public Storage Properties XVI, Inc., Public
Storage Properties XVII, Inc., Public Storage Properties XVIII, Inc., Public
Storage Properties XIX, Inc., Public Storage Properties XX, Inc., Partners
Preferred Yield, Inc., Partners Preferred Yield II, Inc. and Partners Preferred
Yield III, Inc. (collectively, the "Public Storage Properties REITs"), real
estate investment trusts organized by affiliates of PSMI. Mr. Hughes has been
active in the real estate investment field for over 25 years.
Harvey Lenkin, age 59, became President and a director of PSI in November
1991. He has been President of the Public Storage Properties REITs since 1990.
He was President of PSMI from January 1978 until September 1988, when he became
Chairman of the Board of PSMI, and assumed overall responsibility for investment
banking and investor relations. In 1989, Mr. Lenkin became President and a
director of SPI.
Ronald L. Havner, Jr., age 38, a certified public accountant, became an
officer of PSI in 1990, Chief Financial Officer in November 1991, and Senior
Vice President of PSI in November 1995. He was an officer of PSMI from 1986 to
1995, and Chief Financial Officer of PSMI and its affiliates from 1991 to
November 1995. Mr. Havner has been an officer of SPI since 1989, and Chief
Financial Officer of SPI since November 1991. He has been a Vice President of
the Public Storage Properties REITs since 1990, and was Controller from 1990 to
November 1995 when he became Chief Financial Officer.
Hugh W. Horne, age 51, has been a Vice President of PSI since 1980 and was
Secretary of PSI from 1980 until February 1992, and became Senior Vice President
of PSI in November 1995. He was an officer of PSMI from 1973 to November 1995.
He is responsible for managing all aspects of property acquisition for PSI. Mr.
Horne has been a Vice President of SPI since 1989, and of the Public Storage
Properties REITs since 1993.
Obren B. Gerich, age 56, a certified public accountant and certified
financial planner, has been a Vice President of PSI since 1980, and became
Senior Vice President of PSI in November 1995. He was Chief Financial Officer of
PSI until November 1991. Mr. Gerich was an officer of PSMI from 1975 to November
1995. Mr. Gerich has been Vice President and Secretary of SPI since 1989, and
was Chief Financial Officer of SPI until November 1991. He has been Vice
President and Secretary of the Public Storage Properties REITs since 1990, and
was Chief Financial Officer until November 1995.
Marvin M. Lotz, age 53, has had overall responsibility for Public Storage's
mini-warehouse operations since 1988. He became a Senior Vice President of PSI
in November 1995. Mr. Lotz was an officer of PSMI with responsibility for
property acquisitions from 1983 until 1988.
Mary Jayne Howard, age 50, has had overall responsibility for Public
Storage's commercial property operations since December 1985. She became a
Senior Vice President of PSI in November 1995.
David Goldberg, age 46, joined PSMI's legal staff in June 1991, rendering
services on behalf of the Company and PSMI. He became a Senior Vice President
and General Counsel of PSI in November 1995. From December 1982 until May 1991,
he was a partner in the law firm of Sachs & Phelps, then counsel to PSI and
PSMI.
John Reyes, age 35, a certified public accountant, joined PSMI in 1990, and
has been the Controller of PSI since 1992. He became a Vice President of PSI in
November 1995. From 1983 to 1990, Mr. Reyes was employed by Ernst & Young.
Sarah Hass, age 40, became Secretary of PSI in February 1992. She became a
Vice President of PSI in November 1995. She joined PSMI's legal department in
June 1991, rendering services on behalf of PSI and PSMI. From 1987 until May
1991, her professional corporation was a partner in the law firm of Sachs &
Phelps, then counsel to PSI and PSMI, and from April 1986 until June 1987, she
was associated with that firm, practicing in the area of securities law. From
September 1979 until September 1985, Ms. Hass was associated with the law firm
of Rifkind & Sterling, Incorporated.
Robert J. Abernethy, age 55, is President of American Standard Development
Company and of Self-Storage Management Company, which develop and operate
mini-warehouses. Mr. Abernethy has been a director of PSI since its
organization. He is a member of Johns Hopkins University and of the Los Angeles
County Metropolitan Transportation Authority, and a former member of the board
of directors of the Metropolitan Water District of Southern California.
Dann V. Angeloff, age 60, is President of the Angeloff Company, a corporate
financial advisory firm. The Angeloff Company has rendered, and is expected to
continue to render, financial advisory and securities brokerage services for
PSI. Mr. Angeloff is the general partner of a limited partnership that owns a
mini-warehouse operated by PSI, and which secures a note owned by PSI.. Mr.
Angeloff has been a director of PSI since its organization. He is a director of
Compensation Resource Group, Datametrics Corporation, Nicholas/Applegate Growth
Equity Fund, Nicholas/Applegate Investment Trust, Royce Medical Company, Seda
Specialty Packaging Corp. and SPI.
William C. Baker, age 62, became a director of PSI in November 1991. From
April 1993 through May 1995, Mr. Baker was President of Red Robin International,
Inc., an operator and franchiser of casual dining restaurants in the United
States and Canada. Since January 1992, he has been Chairman and Chief Executive
Officer of Carolina Restaurant Enterprises, Inc., a franchisee of Red Robin
International, Inc. From 1976 to 1988, he was a principal shareholder and
Chairman and Chief Executive Officer of Del Taco, Inc., an operator and
franchiser of fast food restaurants in California. Mr. Baker is a director of
Santa Anita Realty Enterprises, Inc., Santa Anita Operating Company and Callaway
Golf Company.
Uri P. Harkham, age 47, became a director of PSI in March 1993. Mr. Harkham
has been the President and Chief Executive Officer of the Jonathan Martin
Fashion Group, which specializes in designing, manufacturing and marketing
women's clothing, since its organization in 1976. Since 1978, Mr. Harkham has
been the Chairman of the Board of Harkham Properties, a real estate firm
specializing in buying and managing fashion warehouses in Los Angeles and
Australia.
Berry Holmes, age 65, is a private investor. Mr. Holmes has been a director
of PSI since its organization. He was President and a director of Financial
Corporation of Santa Barbara and Santa Barbara Savings and Loan Association
through 1983 and was a consultant with Santa Barbara Savings and Loan
Association during 1984. Mr. Holmes is a director of SPI.
Pursuant to Articles 16 and 17 of the Partnership's Amended Certificate and
Agreement of Limited Partnership, a copy of which is included in the
Partnership's Registration Statement File No. 2-63247, each of the General
Partners continues to serve until (i) death, insanity, insolvency, bankruptcy or
dissolution, (ii) withdrawal with the consent of the other general partner and a
majority vote of the limited partners, or (iii) removal by a majority vote of
the limited partners.
Each director of PSI serves until he resigns or is removed from office by
the shareholders of PSI, and may resign or be removed from office at any time
with or without cause. Each officer of PSI serves until he resigns or is removed
by the board of directors of PSI. Any such officer may resign or be removed at
any time with or without cause.
There have been no events under any bankruptcy act, no criminal
proceedings, and no judgments or injunctions material to the evaluation of the
ability of any director or executive officer of PSI during the past five years.
Based on a review of the reports filed under Section 16 (a) of the
Securities and Exchange Act of 1934 with respect to the Units that were
submitted to the Partnership, the Partnership believes that with respect to the
fiscal year ended December 31, 1995, Old PSI (a former General Partner and owner
of more than 10% of the Units) and Hughes (a General Partner and owner of more
than 10% of the Units) each filed one report on Form 4 which disclosed (in
addition to transactions that were timely reported) two transactions that were
not timely reported.
ITEM 11. EXECUTIVE COMPENSATION.
----------------------
The Partnership has no subsidiaries, directors or officers. See Item 13 for
a description of certain transactions between the Partnership and its General
Partners and their affiliates.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
--------------------------------------------------------------
(a) At February 29, 1996, the following persons beneficially owned more
than 5% of the Units:
Title Name and Address Amount of Beneficial Percent
of Class of Beneficial Owner Ownership of Class
-------- ------------------- --------- --------
Units of Limited Public Storage, Inc. 21,035 Units (1) 47.8%
Partnership Interest 600 North Brand Blvd.
Glendale, California 91203
Units of Limited B. Wayne Hughes 4,852 Units (2) 11.0%
Partnership Interest 600 North Brand Blvd.
Glendale, California 91203
(1) Includes (i) 16,183 Units owned by PSI as to which PSI has sole voting and
dispositive power and (ii) 4,852 Units which PSI has an option to acquire
(together with other securities) from B. Wayne Hughes as trustee of the B.
W. Hughes Living Trust and as to which PSI has sole voting power (pursuant
to an irrevocable proxy) and no dispositive power.
(2) Units owned by B. Wayne Hughes as trustee of the B. W. Hughes Living Trust
as to which Mr. Hughes has sole dispositive power and no voting power; PSI
has an option to acquire these Units and an irrevocable proxy to vote these
Units (see footnote 1 above).
(b) The Partnership has no officers and directors. The General Partners
have contributed $222,222 to the capital of the Partnership and as a result
participate in the distributions to the limited partners and in the
Partnership's profits and losses in the same proportion that the General
Partners' capital contribution bears to the total capital contribution.
Information regarding ownership of Units by PSI and Hughes, the General
Partners, is set forth under section (a) above. Dann V. Angeloff, a director of
PSI, beneficially owns 27 Units (0.06% of the Units). The directors and
executive officers of PSI (including Hughes), as a group (15 persons), own an
aggregate of 4,904 Units, representing 11.1% of the Units (including the 4,852
Units beneficially owned by Hughes as set forth above).
(c) The Partnership knows of no contractual arrangements, the operation of
the terms of which may at a subsequent date result in a change in control of the
Partnership, except for articles 16, 17 and 21.1 of the Partnership's Amended
Certificate and Agreement of Limited Partnership (the "Partnership Agreement"),
a copy of which is included in the Partnership's prospectus included in the
Partnership's Registration Statement File No. 2-63247. Those articles provide,
in substance, that the limited partners shall have the right, by majority vote,
to remove a general partner and that a general partner may designate a successor
with the consent of the other general partner and a majority of the limited
partners.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
----------------------------------------------
The Partnership Agreement provides that the General Partners will be
entitled to cash incentive distributions in an amount equal to (i) 8% of
distributions of cash flow from operations until the distributions to all
partners from all sources equal their capital contributions; thereafter, 25% of
distributions of cash flow from operations, and (ii) 25% of distributions from
net proceeds from sale and financing of the Partnership's properties remaining
after distribution to all partners of any portion thereof required to cause
distributions to partners from all sources to equal their capital contributions.
The partners received distributions equal to their capital contributions in
1987. The Partnership has not made any distributions since the third quarter of
1991.
The Partnership has Management Agreements with PSI (as
successor-in-interest to PSMI) and PSCP. Under the Management Agreements, the
Partnership pays PSI (and previously paid PSMI) a fee of 6% of the gross
revenues of the mini-warehouse spaces and pays PSCP 5% of the gross revenue of
the commercial property, respectively, operated for the Partnership. During
1995, the Partnership paid or accrued fees of $317,000 to PSMI, $45,000 to PSI
and $9,000 to PSCP pursuant to the Management Agreements with respect to 1995
management fees (i.e., exclusive of the prepayment described below).
In November 1995, the Management Agreement was amended to provide that upon
demand from PSI or PSMI made prior to December 15, 1995, the Partnership agreed
to prepay (within 15 days after such demand) up to 12 months of management fees
(based on the management fees for the comparable period during the calendar year
immediately preceding such prepayment) discounted at the rate of 14% per year to
compensate for early payment. In December 1995, the Partnership prepaid, to PSI,
8 months of 1996 management fees at a cost of $229,000.
In November 1995, the Partnership purchased 22,456 shares of common stock
of PSI from affiliated partnerships for a purchase price of $398,000 (the
purchase price per share was equal to the closing price of the PSI common stock
on the New York Stock Exchange on the last trading day prior to the sale).
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
---------------------------------------------------------------
(a) List of Documents filed as part of the Report.
1. Financial Statements. See Index to Financial Statements and
Financial Statement Schedule.
2. Financial Statement Schedules. See Index to Financial
Statements and Financial Statement Schedule.
3. Exhibits: See Exhibit Index contained herein.
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the
last quarter of fiscal 1995.
(c) Exhibits: See Exhibit Index contained herein.
PUBLIC STORAGE PROPERTIES V, LTD.
EXHIBIT INDEX
(Item 14 (c))
3.1 Amended Certificate and Agreement of Limited Partnership. Previously
filed with the Securities and Exchange Commission as Exhibit A to the
Registrant's Prospectus included in Registration Statement No. 2-63247
and incorporated herein by references.
10.1 Amended Management Agreement dated February 21, 1995 between Storage
Equities, Inc. and Public Storage Management, Inc. Previously filed
with the Securities and Exchange Commission as an exhibit to Storage
Equities, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference.
10.2 Amended Management Agreement dated February 21, 1995 between Storage
Equities, Inc. and Public Storage Commercial Properties Group, Inc.
Previously filed with the Securities and Exchange Commission as an
exhibit to Storage Equities, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1994 and incorporated herein by reference.
27 Financial Data Schedule. Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PUBLIC STORAGE PROPERTIES V, LTD.,
a California Limited Partnership
Dated: March 26, 1996 By: Public Storage, Inc., General Partner
By: /s/ B Wayne Hughes
---------------------------------
B. Wayne Hughes, Chairman of the Board
By: /s/ B Wayne Hughes
---------------------------------
B. Wayne Hughes, General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Partnership in the capacities and on the dates indicated.
Signature Capacity Date
- --------------------- ---------------------------------------------- -----------------
/s/B. Wayne Hughes Chairman of the Board and March 26, 1996
- -------------------- Chief Executive Officer of Public Storage, Inc.
B. Wayne Hughes (principal executive officer)
/s/Harvey Lenkin President and Director March 26, 1996
- -------------------- of Public Storage, Inc.
Harvey Lenkin
/s/Ronald L. Havner, Jr. Senior Vice President and Chief Financial March 26, 1996
- -------------------- Officer of Public Storage, Inc.
Ronald L. Havner, Jr. (principal financial officer)
/s/John Reyes Vice President and Controller of Public March 26, 1996
- -------------------- Storage, Inc. (principal accounting officer)
John Reyes
/s/Robert J. Abernethy Director of Public Storage, Inc. March 26, 1996
- --------------------
Robert J. Abernethy
/s/Dann V. Angeloff Director of Public Storage, Inc. March 26, 1996
- --------------------
Dann V. Angeloff
/s/William C. Baker Director of Public Storage, Inc. March 26, 1996
- --------------------
William C. Baker
/s/Uri P. Harkham Director of Public Storage, Inc. March 26, 1996
- --------------------
Uri P. Harkham
/s/Berry Holmes Director of Public Storage, Inc. March 26, 1996
- --------------------
Berry Holmes
PUBLIC STORAGE PROPERTIES V, LTD.
INDEX TO
FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULE
(Item 14 (a))
Page
References
----------
Report of Independent Auditors................................... F-1
Financial Statements and Schedule:
Balance Sheets as of December 31, 1995 and 1994.................. F-2
For each of the three years in the period ended
December 31, 1995:
Statements of Income......................................... F-3
Statements of Partners' Deficit.............................. F-4
Statements of Cash Flows .................................... F-5 - F-6
Notes to Financial Statements.................................... F-7 - F-9
Schedule for the years ended December 31, 1995,
1994 and 1993:
III - Real Estate and Accumulated Depreciation.............. F-10 - F-11
All other schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the financial
statements or the notes thereto.
Report of Independent Auditors
The Partners
Public Storage Properties V, Ltd.
We have audited the accompanying balance sheets of Public Storage Properties V,
Ltd. as of December 31, 1995 and 1994, and the related statements of income,
partners' deficit and cash flows for each of the three years in the period ended
December 31, 1995. Our audits also included the schedule listed in the index at
item 14(a). These financial statements and schedule are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Public Storage Properties V,
Ltd. at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles. Also, in our opinion,
the related financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
ERNST & YOUNG LLP
February 27, 1996
Los Angeles, California
PUBLIC STORAGE PROPERTIES V, LTD.
BALANCE SHEETS
December 31, 1995 and 1994
1995 1994
----------- -----------
ASSETS
------
Cash and cash equivalents $1,156,000 $ 675,000
Marketable securities of affiliate
(cost of $5,283,000 in 1995 and
$4,885,000 in 1994) (Note 2) 8,371,000 6,011,000
Rent and other receivables 85,000 74,000
Real estate facilities:
Buildings and equipment 14,158,000 13,824,000
Land (including land held for sale of $593,000) 5,077,000 5,077,000
----------- -----------
19,235,000 18,901,000
Less accumulated depreciation (8,281,000) (7,593,000)
----------- -----------
10,954,000 11,308,000
----------- -----------
Other assets 571,000 422,000
----------- -----------
Total assets $21,137,000 $18,490,000
=========== ===========
LIABILITIES AND PARTNERS' DEFICIT
---------------------------------
Accounts payable $ 101,000 $ 396,000
Deferred revenue 196,000 229,000
Mortgage note payable 23,196,000 23,609,000
Partners' deficit:
Limited partners' deficit, $500 per
unit, 44,000 units authorized, issued and outstanding (4,042,000) (5,101,000)
General partners' deficit (1,402,000) (1,769,000)
Unrealized gain on marketable securities (Note 2) 3,088,000 1,126,000
----------- -----------
Total partners' deficit (2,356,000) (5,744,000)
----------- -----------
Total liabilities and partners' deficit $21,137,000 $18,490,000
=========== ===========
PUBLIC STORAGE PROPERTIES V, LTD.
STATEMENTS OF INCOME
For the years ended December 31, 1995, 1994, and 1993
1995 1994 1993
---------- ---------- ----------
REVENUES:
Rental income $6,210,000 $6,012,000 $5,770,000
Dividends from marketable securities of affiliate 373,000 277,000 131,000
Other income 163,000 149,000 198,000
---------- ---------- ----------
6,746,000 6,438,000 6,099,000
COSTS AND EXPENSES:
Cost of operations 1,565,000 1,507,000 1,482,000
Management fees paid to affiliates 371,000 372,000 345,000
Depreciation and amortization 688,000 618,000 593,000
Administrative 71,000 75,000 68,000
Environmental cost 27,000 - -
Interest expense 2,598,000 2,677,000 2,836,000
---------- ---------- ----------
5,320,000 5,249,000 5,324,000
Income before gain relating
to destroyed real estate facility 1,426,000 1,189,000 775,000
Gain relating to destroyed real estate facility - - 1,369,000
---------- ---------- ----------
NET INCOME $1,426,000 $1,189,000 $2,144,000
=========== =========== ===========
Limited partners' share of net income
($32.09 per unit in 1995, $26.75 per unit
in 1994, and $48.25 per unit in 1993) $1,412,000 $1,177,000 $2,123,000
General partners' share of net income 14,000 12,000 21,000
---------- ---------- ----------
$ 1,426,000 $ 1,189,000 $ 2,144,000
=========== =========== ===========
PUBLIC STORAGE PROPERTIES V, LTD.
STATEMENTS OF PARTNERS' DEFICIT
For the years ended December 31, 1995, 1994, and 1993
Unrealized Gain
on Marketable
Limited Partners General Partners Securities Total Partners Deficit
---------------- ---------------- ---------- ----------------------
Balance at December 31, 1992 $ (7,575,000) $ (2,628,000) $ - $ (10,203,000)
Net income 2,123,000 21,000 - 2,144,000
Equity transfer (532,000) 532,000 - -
----------- ------------ ----------- -------------
Balance at December 31, 1993 (5,984,000) (2,075,000) - (8,059,000)
Unrealized gain on
marketable securities (Note 2) - - 1,126,000 1,126,000
Net income 1,177,000 12,000 - 1,189,000
Equity transfer (294,000) 294,000 - -
----------- ------------ ----------- -------------
Balance at December 31, 1994 (5,101,000) (1,769,000) 1,126,000 (5,744,000)
Unrealized gain on
marketable securities (Note 2) - - 1,962,000 1,962,000
Net income 1,412,000 14,000 - 1,426,000
Equity transfer (353,000) 353,000 - -
----------- ------------ ----------- -------------
Balance at December 31, 1995 $(4,042,000) $ (1,402,000) $3,088,000 $ (2,356,000)
=========== ============ ========== =============
PUBLIC STORAGE PROPERTIES V, LTD.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1995, 1994, and 1993
1995 1994 1993
---------- ---------- ----------
Cash flows from operating activities:
Net income $1,426,000 $1,189,000 $2,144,000
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization 688,000 618,000 593,000
Gain related to destroyed real estate facility - - (1,369,000)
Increase in rent and other receivables (11,000) - (34,000)
(Increase) decrease in other assets (149,000) 80,000 29,000
(Decrease) increase in accounts payable (295,000) (349,000) 246,000
Decrease in deferred revenue (33,000) (24,000) (8,000)
---------- ---------- ----------
Total adjustments 200,000 325,000 (543,000)
Net cash provided by operating activities 1,626,000 1,514,000 1,601,000
---------- ---------- ----------
Cash flows from investing activities:
Insurance proceeds relating to damaged
real estate facility - 825,000 1,381,000
Purchase of marketable securities of affiliate (398,000) (2,817,000) (1,816,000)
Additions to real estate facilities (334,000) (167,000) (283,000)
---------- ---------- ----------
Net cash used in investing activities (732,000) (2,159,000) (718,000)
---------- ---------- ----------
Cash flows from financing activities:
Principal payments on mortgage note payable (413,000) (1,832,000) (357,000)
---------- ---------- ----------
Net cash used in financing activities (413,000) (1,832,000) (357,000)
---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents 481,000 (2,477,000) 526,000
Cash and cash equivalents at the beginning of the year 675,000 3,152,000 2,626,000
---------- ---------- ----------
Cash and cash equivalents at the end of the year $ 1,156,000 $ 675,000 $ 3,152,000
============ =========== ===========
PUBLIC STORAGE PROPERTIES V, LTD.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1995, 1994, and 1993
(Continued)
1995 1994 1993
---------- ---------- ----------
Supplemental schedule of non-cash
investing and financing activities:
Increase in fair value of
marketable securities of affiliate $(1,962,000) $(1,126,000) $ -
=========== =========== ============
Unrealized gain on
marketable securities of affiliate $ 1,962,000 $ 1,126,000 $ -
=========== =========== ============
Increase in rent and other receivables -
insurance proceeds $ - $ - $ (656,000)
=========== =========== ============
Decrease in accounts payable - relating to
destroyed facility $ - $ - $ 7,000
=========== =========== ============
PUBLIC STORAGE PROPERTIES V, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
1. Description of Partnership
Public Storage Properties V, Ltd. (the "Partnership") was formed with the
proceeds of a public offering. The general partners in the Partnership are
Public Storage, Inc., formerly known as Storage Equities, Inc. and B. Wayne
Hughes ("Hughes"). In 1995, there were a series of mergers among Public Storage
Management, Inc. (which was the Partnership's mini-warehouse property operator),
Public Storage, Inc. (which was one of the Partnership's general partners) and
their affiliates (collectively, "PSMI"), culminating in the November 16, 1995
merger of PSMI into Storage Equities, Inc., a real estate investment trust
listed on the New York Stock Exchange. In the PSMI merger, Storage Equities,
Inc.'s name was changed to Public Storage, Inc. ("PSI") and PSI became a
co-general partner of the Partnership and the operator of the Partnership's
mini-warehouse properties.
2. Summary of Significant Accounting Policies and Partnership Matters
Basis of Presentation:
Certain prior years amounts have been reclassified to conform with the 1995
presentation.
Real Estate Facilities:
Cost of land includes appraisal fees and legal fees related to acquisition
and closing costs. Buildings and equipment reflect costs incurred through
December 31, 1995 and 1994 to develop mini-warehouses and to a lesser extent, a
business park facility. The mini-warehouse facilities provide self-service
storage spaces for lease, usually on a month-to-month basis, to the general
public. The buildings and equipment are depreciated on the straight-line basis
over estimated useful lives of 25 and 5 years, respectively.
In August 1992, the buildings at a mini-warehouse facility located in
Miami, Florida were completely destroyed by Hurricane Andrew. The Partnership
received insurance proceeds totaling $2,881,000, which included an amount for
the replacement cost of the destroyed buildings as well as for business
interruption. In 1993, the General Partners decided that it would be more
beneficial to the Partnership, given the condition of the market area of the
mini-warehouse, to cease operations at this location, and, therefore, decided
not to reconstruct the buildings. Accordingly, in 1993, the Partnership reduced
real estate facilities by the net book value of the destroyed buildings,
resulting in a gain of $1,369,000. The General Partners are attempting to sell
the related land, and believe that the net realizable value of the land
approximates its book value of $593,000. In December 1995, the Partnership
entered into an option agreement with a buyer to sell the land for $850,000.
Included in other income are $109,000, $87,000, and $166,000 of business
interruption proceeds (net of certain costs and expenses of maintaining the
property) for the years ended December 31, 1995, 1994, and 1993, respectively.
Allocation of Net Income:
The general partners' share of net income consists of amounts attributable
to their 1% capital contribution and an additional percentage of cash flow (as
defined) which relates to the general partners' share of cash distributions as
set forth in the Partnership Agreement (Note 4). All remaining net income is
allocated to the limited partners.
Per unit data is based on the weighted average number of the limited
partnership units (44,000) outstanding during the period.
Cash and Cash Equivalents:
For financial statement purposes, the Partnership considers all highly
liquid investments purchased with a maturity of three months or less to be cash
equivalents.
2. Summary of Significant Accounting Policies and Partnership Matters
(Continued)
Marketable Securities:
Marketable securities at December 31, 1995 and 1994 consist of 440,584
(which includes the November 1995 purchase) and 418,128 shares of common stock
of PSI, respectively. In November 1995, the Partnership purchased an additional
22,456 shares of PSI common stock at a cost of $398,000. The Partnership has
designated its portfolio of marketable securities as being available for sale.
Accordingly, at December 31, 1995 and 1994, the Partnership has recorded the
marketable securities at fair value, based upon the closing quoted price of the
securities at December 31, 1995 and 1994, and has recorded a corresponding
unrealized gain totaling $1,962,000 and $1,126,000, respectively, as a credit to
Partnership equity. The Partnership recognized dividends of $373,000, $277,000,
and $131,000 for the years ended December 31, 1995, 1994, and 1993,
respectively.
Other Assets:
Included in other assets is deferred financing costs of $279,000 ($361,000
at December 31, 1994). Such balance is being amortized in interest using the
straight-line basis over the life of the loan.
Environmental Cost:
Substantially all of the Partnership's facilities were acquired prior to
the time that it was customary to conduct environmental investigations in
connection with property acquisitions. During 1995, the Partnership completed
environmental assessments of its properties to evaluate the environmental
condition of, and potential environmental liabilities of such properties. These
assessments were performed by an independent environmental consulting firm.
Based on the assessments, the Partnership has expensed, as of December 31, 1995,
an estimated $27,000 for known environmental remediation requirements. Although
there can be no assurance, the Partnership is not aware of any environmental
contamination of any of its property sites which individually or in the
aggregate would be material to the Partnership's overall business, financial
condition, or results of operations.
3. Cash Distributions
The Partnership Agreement requires that cash available for distribution
(cash flow from all sources less cash necessary for any obligations or capital
improvement needs) be distributed at least quarterly. Cash distributions have
been suspended since 1991.
4. Partners' Equity
The general partners have a 1% interest in the Partnership. In addition,
the general partners had an 8% interest in cash distributions attributable to
operations (exclusive of distributions attributable to sale and financing
proceeds) until the limited partners recovered all of their investment.
Thereafter, the general partners have a 25% interest in all cash distributions
(including sale and financing proceeds). During 1987, the limited partners
recovered all of their initial investment. All subsequent distributions are
being made 25.75% (including the 1% interest) to the general partners and 74.25%
to the limited partners. Transfers of equity are made periodically to conform
the partners' equity accounts to the provisions of the Partnership Agreement.
These transfers have no effect on results of operations or distributions to
partners.
The financing of the properties (Note 7) provided the Partnership with cash
for a special distribution without affecting the Partnership's taxable income.
Proceeds of approximately $24,356,000 were distributed to the partners in June
1989 resulting in a deficit in the limited and general partners' equity
accounts.
5. Related Party Transactions
The Partnership has Management Agreements with PSI (as
successor-in-interest to PSMI) and Public Storage Commercial Properties Group,
Inc. (PSCP). Under the terms of the agreements, PSI operates the mini-warehouse
facilities and PSCP operates the business park facility for fees equal to 6% and
5%, respectively, of the facilities' monthly gross revenue (as defined). Hughes
and members of his family (the "Hughes Family") are the major shareholders of
PSI. PSI has a 95% economic interest and the Hughes family has a 5% economic
interest in PSCP.
In November 1995, the Management Agreement was amended to provide that upon
demand from PSI or PSMI made prior to December 15, 1995, the Partnership agreed
to prepay (within 15 days after such demand) up to 12 months of management fees
(based on the management fees for the comparable period during the calendar year
immediately preceding such prepayment) discounted at the rate of 14% per year to
compensate for early payment. In December 1995, the Partnership prepaid, to PSI,
8 months of 1996 management fees at a cost of $229,000. The amount is included
in other assets in the Balance Sheet at December 31, 1995 and will be amortized
as management fee expense in 1996.
6. Taxes Based on Income
Taxes based on income are the responsibility of the individual partners
and, accordingly, the Partnership's financial statements do not reflect a
provision for such taxes.
Taxable net income was $1,427,000, $1,388,000 and $2,287,000 for the years
ended December 31, 1995, 1994 and 1993, respectively. The differences between
taxable net income and net income is primarily related to depreciation expense
resulting from differences in depreciation methods.
7. Mortgage Note Payable
On June 8, 1989, the Partnership financed all of its projects with a
$26,250,000 ten-year nonrecourse note secured by the Partnership's properties.
The note provides for fixed interest of 10.75% per annum. Loan payments for the
first two years consisted of interest only of approximately $235,000 per month.
Beginning in 1991, principal was being amortized over a 23 year term with
payments of interest and principal of $257,000 per month. On June 1, 1999, the
maturity date, a balloon payment for accrued interest and any unpaid principal
is due.
The principal repayment schedule as of December 31, 1995 of the note is as
follows:
1996 $ 426,000
1997 474,000
1998 528,000
1999 21,768,000
$23,196,000
In February 1994, the Partnership made a pre-payment of principal totaling
$1,530,000 on the note. In connection with the pre-payment, effective April 1,
1994, the monthly payment of principal and interest was reduced from $257,000 to
$242,000.
Interest paid on the note was $2,516,000, $2,596,000 and $2,754,000 for the
years ended December 31, 1995, 1994 and 1993, respectively.
Public Storage Properties V, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
For the year ended December 31, 1995
Gross Carrying Amount
Initial Cost at December 31, 1995
--------------------- Cost ------------------------
Building, Subsequent to Building,
Land Imp & construction Land Imp &
Description Encumbrances Land Equipment (Improvements) Land Equipment Total
----------- ------------ ---- --------- -------------- ---- --------- -----
Mini-warehouses:
CALIFORNIA
Belmont - $478,000 $811,000 $92,000 $478,000 $903,000 $1,381,000
Carson Street - 265,000 563,000 73,000 265,000 636,000 901,000
Palmdale - 114,000 721,000 159,000 114,000 880,000 994,000
Pasadena Fair Oaks - 686,000 1,219,000 83,000 686,000 1,302,000 1,988,000
Sacramento Carmichael - 305,000 850,000 155,000 305,000 1,005,000 1,310,000
Sacramento Florin - 326,000 1,063,000 116,000 326,000 1,179,000 1,505,000
San Jose Capitol Quimby - 209,000 742,000 75,000 209,000 817,000 1,026,000
San Jose Felipe - 270,000 935,000 92,000 270,000 1,027,000 1,297,000
So. San Francisco - 532,000 1,488,000 305,000 532,000 1,793,000 2,325,000
Spruce (1)
FLORIDA
Miami Perrine (3) - 593,000 - - 593,000 - 593,000
Miami 27th Avenue - 142,000 878,000 210,000 142,000 1,088,000 1,230,000
Miami 29th - 270,000 520,000 107,000 270,000 627,000 897,000
GEORGIA
Atlanta Montreal Road - 397,000 888,000 100,000 397,000 988,000 1,385,000
Atlanta Mountain - 271,000 725,000 137,000 271,000 862,000 1,133,000
Industrial Blvd.
Marietta-Cobb Parkway - 219,000 914,000 137,000 219,000 1,051,000 1,270,000
------- ------- ------- ------- --------- ---------
$23,196,000(2) $5,077,000 $ 12,317,000 $1,841,000 $5,077,000 $ 14,158,000 $19,235,000
============= ========== ============ ========== ========== ============ ===========
Accumulated Date
Description Depreciation Completed
----------- ------------ ---------
Mini-warehouses:
CALIFORNIA
Belmont $555,000 12/79
Carson Street 383,000 01/80
Palmdale 514,000 01/80
Pasadena Fair Oaks 775,000 03/80
Sacramento Carmichael 568,000 07/80
Sacramento Florin 695,000 06/80
San Jose Capitol Quimby 483,000 07/80
San Jose Felipe 597,000 12/80
So. San Francisco 997,000 11/80
Spruce (1)
FLORIDA
Miami Perrine (3) - 01/80
Miami 27th Avenue 620,000 05/80
Miami 29th 393,000 10/79
GEORGIA
Atlanta Montreal Road 573,000 06/80
Atlanta Mountain 493,000 09/80
Industrial Blvd.
Marietta-Cobb Parkway 635,000 10/79
-------
$ 8,281,000
===========
(1) A portion of the property has been developed as a business park.
(2) All fifteen mini-warehouse locations are encumbered by a promissory note.
The $23,196,000 listed above is the principal balance remaining on the note
at 12/31/95.
(3) In 1993, the buildings and improvements at the Miami/Perrine property that
were destroyed by Hurricane Andrew were written off.
Public Storage Properties V, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
(Continued)
Reconciliation of Real Estate and Accumulated Depreciation
Year Ended December 31,
1995 1994 1993
----------- ------------ ------------
Investment in Real estate
Balance at the beginning of the year $18,901,000 $ 18,734,000 $ 19,655,000
Additions through cash expenditures 334,000 167,000 283,000
Deductions through Hurricane loss - - (1,204,000)
----------- ------------ ------------
Balance at the end of the year $19,235,000 $ 18,901,000 $ 18,734,000
=========== ============ ============
Accumulated Depreciation
Balance at the beginning of the year $ 7,593,000 $ 6,975,000 $ 6,925,000
Additions charged to costs and expenses 688,000 618,000 593,000
Deductions through Hurricane loss - - (543,000)
----------- ------------ ------------
Balance at the end of the year $ 8,281,000 $ 7,593,000 $ 6,975,000
=========== ============ ============