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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, 1997
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.
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(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)
701 Western Avenue
Glendale, California 91201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 244-8080
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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
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(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. [ X ]
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) 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 ("REIT") organized as a California corporation. In the PSMI
Merger, Storage Equities, Inc. was renamed 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, 1997, 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.
Mini-warehouse Properties
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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.
2
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
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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. PSI
believes that its marketing and advertising programs improve its
competitive position in the market. PSI's in-house Yellow Pages staff
designs and places advertisements in approximately 700 directories.
Commencing in early 1996, PSI began to experiment with a telephone
reservation system designed to provide added customer service.
Customers calling either PSI's toll-free telephone referral system,
(800) 44-STORE, or a mini-warehouse facility are directed to PSI's
reservation system where a trained representative discusses with the
customer space requirements, price and location preferences and also
informs the customer of other products and services provided by PSI.
The telephone reservation system supports rental activity at all of the
Partnership's properties. PSI's toll-free telephone referral system
services approximately 160,000 calls per month 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 92% in 1996 to 95% in
1997. Realized monthly rents per occupied square foot increased from
$.78 in 1996 to $.81 in 1997. 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.
3
* Professional property operation. There are approximately 3,800
persons who render services for the Public Storage system, primarily
personnel engaged in property operations, substantially all of whom are
employed by a clearing company that provides certain administrative and
cost-sharing services to PSI and others owners of properties operated
by PSI.
Property Operators
- ------------------
The Partnership's mini-warehouse properties are managed by PSI (as
successor to PSMI) pursuant to a Management Agreement. The Partnership's
commercial property is managed by PS Business Parks, L.P. ("PSBP"), pursuant to
a Management Agreement. PSBP is an operating partnership formed to own and
operate business parks in which PSI has a significant economic interest. The
general partner of PSBP is PS Business Parks, Inc., a REIT traded on the
American Stock Exchange.
Under the supervision of the Partnership, PSI and PSBP coordinate the
operation of the facilities, establish rental policies and rates, direct
marketing activity and direct the purchase of equipment and supplies,
maintenance activity and the selection and engagement of all vendors, supplies
and independent contractors.
PSI and PSBP 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 PSBP.
In the purchasing of services such as advertising (including broadcast
media advertising) and insurance, PSI and PSBP attempt, to achieve economies by
combining the resources of the various facilities that it operates. Facilities
operated by PSI have historically carried comprehensive insurance, including
fire, earthquake, liability and extended coverage.
PSI and PSBP 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 PSBP adopt promotional programs, such as temporary rent
reductions, in selected areas or for individual facilities.
For as long as the Management Agreement between the Partnership and PSI
is in effect, PSI has granted the Partnership a non-exclusive license to use two
PSI service marks and related designs including the "Public Storage" name in
conjunction with rental and operation of facilities managed pursuant to the
Management Agreement. Upon termination of the Management Agreement, the
Partnership would no longer have the right to use the service marks and related
designs. 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.
The Management Agreement between the Partnership and PSI provides that
the Management Agreement may be terminated without cause upon 60 days' written
notice by either party. The Management Agreement between the Partnership and
PSBP provides that the Management Agreement may be terminated (i) without cause
upon 60 days written notice by the Partnership and upon seven years notice by
PSBP and (ii) at any time by either party for cause.
4
Competition
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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
- ---------
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. Some employees may be employed
on a part-time basis and may be employed by other persons, Partnerships, REITs
or other entities owning facilities operated by PSI.
Year 2000 Compliance
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PSI has completed an initial assessment of its computer systems. The
majority of the computer programs were installed or upgraded over the past few
years and are Year 2000 compliant. Some of the older computer programs utilized
by PSI were written without regard for Year 2000 issues and could cause a system
failure or miscalculations with possible disruption of operations. Each of these
computer programs and systems has been evaluated to be upgraded or replaced as
part of PSI Year 2000 project.
The cost of the Year 2000 project will be allocated to all companies
that use the PSI computer systems. The cost of the Year 2000 project which is
expected to be allocated to the Company is less than $50,000. The cost of new
software will be capitalized and the cost of existing software will be expensed
as incurred.
The project is expected to be completed by March 31, 1999 which is
prior to any anticipated impact on operating systems. PSI believes that with
modifications to existing software and, in some instances, the conversion to new
software, the Year 2000 issue will not pose significant operational problems.
However, if such modifications are not made, or are not completed timely, the
Year 2000 issue could have a material impact on the operations of the Company.
The costs of the project and the date on which PSI believes it will
complete the Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events. There can be
no guarantee that these estimates will be achieved and actual results could
differ materially from those anticipated.
5
ITEM 2. PROPERTIES.
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The following table sets forth information as of December 31, 1997
about properties owned by the Partnership:
Size of Numbers of Completion
Location Parcel Net Rentable Area Spaces Date of 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 450 Dec. 7, 1979 July 1980
Sacramento (1)
Florin 3.99 acres 71,000 sq. ft 587 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 (2) 3.03 acres 60,000 sq. ft. 391 June 27, 1979 Nov. 1980
FLORIDA
Miami
Perrine 4.28 acres - 0 May 31, 1979 Jan. 1980
Miami
27th Ave. 3.07 acres 62,000 sq. ft. 620 Oct. 11, 1979 May 1980
Miami
29th 1.82 acres 35,000 sq. ft. 317 May 1, 1979 Oct. 1979
GEORGIA
Atlanta
Montreal Road 3.14 acres 57,000 sq. ft. 477 July 9, 1979 June 1980
Atlanta
Mountain Industrial Blvd. 3.10 acres 51,000 sq. ft. 467 Oct. 30, 1979 Sept. 1980
Marietta-
Cobb Parkway 3.61 acres 68,000 sq. ft. 608 Apr. 20, 1979 Oct. 1979
(1) The project's net rentable area contains office space or a
combination of office and light industrial space.
(2) Business Park.
6
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 expensed $27,000 in 1995 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 1997.
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.
Exclusive of the General Partners' interest in the Partnership, as of
December 31, 1997, there were approximately 1,202 record holders of Units.
In May 1997, B. Wayne Hughes ("Hughes"), a general partner of the
Partnership, completed a cash tender offer, which commenced in March 1997,
pursuant to which Hughes acquired a total of 5,937 limited partnership units at
$459 per unit.
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.
7
ITEM 6. SELECTED FINANCIAL DATA.
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For the Year
Ended December 31, 1997 1996 1995 1994 1993
- ------------------------------------ ---------------- ----------------- ----------------- ----------------- -----------------
Revenues $ 7,606,000 $ 7,093,000 $ 6,746,000 $ 6,438,000 $ 6,099,000
Depreciation and
amortization 830,000 765,000 688,000 618,000 593,000
Interest expense 2,504,000 2,533,000 2,598,000 2,677,000 2,836,000
Income before gain relating
to destroyed real estate
facility and sale of land 2,010,000 1,652,000 1,426,000 1,189,000 775,000
Net income (1) 2,010,000 1,665,000 1,426,000 1,189,000 2,144,000
Limited partners' share 1,990,000 1,648,000 1,412,000 1,177,000 2,123,000
General partners' share 20,000 17,000 14,000 12,000 21,000
Limited partners' per unit data (2)
Net income (1) $45.23 $37.45 $32.09 $26.75 $48.25
- -----------------------------------------------------------------------------------------------------------------------------------
As of December 31,
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Cash and cash equivalents $ 2,963,000 $ 3,177,000 $ 1,156,000 $ 675,000 $ 3,152,000
Total assets $ 28,600,000 $ 27,590,000 $ 21,137,000 $ 18,490,000 $ 18,211,000
Mortgage note payable $ 22,272,000 $ 22,748,000 $ 23,196,000 $ 23,609,000 $ 25,441,000
(1) Net income for 1993 includes a gain relating to a destroyed real estate
facility totaling $1,369,000 ($30.81 per Unit). Net income for 1996
includes a gain relating to a sale of land totaling $13,000 ($.30 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.
----------------------
Results of Operations
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YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996:
The Partnership's net income was $2,010,000 in 1997 compared to
$1,665,000 in 1996, representing an increase of $345,000. 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.
During 1997, property net operating income (rental income less cost of
operations, management fees paid to affiliates and depreciation expense) was
$3,997,000 in 1997 compared to $3,756,000 in 1996, representing an increase of
$241,000 or 6%. This increase was primarily attributable to an increase in
rental income at the Partnership's mini-warehouse facilities and the San
Francisco business park facility offset by increases in cost of operations and
depreciation expense.
Rental income was $7,000,000 in 1997 compared to $6,589,000 in 1996,
representing an increase of $411,000 or 6%. The increase was primarily
attributable to an increase in rental income at the Partnership's mini-warehouse
8
facilities due primarily to an increase in rental rates. Rental income at the
San Francisco business park facility increased by $18,000 due to a 3 point
increase in occupancy. The weighted average occupancy levels for the
mini-warehouse and business park facilities were 95% and 97% respectively, in
1997 compared to 92% and 94% respectively, in 1996. The monthly realized rent
per occupied square foot for the mini-warehouse and business park facilities
averaged $.81 and $1.19, respectively, in 1997 compared to $.78 and $1.17,
respectively, in 1996.
Other income increased $68,000 in 1997 compared to 1996. This increase
is primarily due to an increase in invested cash balances.
Dividend income from marketable securities of affiliate increased
$34,000 in 1997 compared to 1996. This increase is primarily due to an increase
in the weighted average number of shares owned in 1997 compared to 1996.
Cost of operations (including management fees paid to affiliates)
increased $105,000 or 5% to $2,173,000 in 1997 from $2,068,000 in 1996. This
increase was primarily attributable to increases in management fees, payroll,
property tax and advertising expenses.
In 1995, the Partnership prepaid eight months of 1996 management fees
on its mini-warehouse operations discounted at the rate of 14% effective rate to
compensate for early payment. As a result, management fee expense for the twelve
months ended December 31, 1996 was $22,000 lower than it would have been without
the discounted fee structure.
Interest expense was $2,504,000 and $2,533,000 in 1997 and 1996,
respectively, representing a decrease of $29,000 or 1%. The decrease was
primarily a result of a lower average outstanding loan balance in 1997 compared
to 1996.
YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995:
The Partnership's net income was $1,665,000 in 1996 compared to
$1,426,000 in 1995, representing an increase of $239,000. 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 a $13,000 gain recognized on the sale of vacant land.
During 1996, property net operating income (rental income less cost of
operations, management fees paid to affiliates and depreciation expense) was
$3,756,000 in 1996 compared to $3,586,000 in 1995, representing an increase of
$170,000 or 5%. This increase was primarily attributable to an increase in
rental income at the Partnership's mini-warehouse facilities and the San
Francisco business park facility offset by increases in cost of operations and
depreciation expense.
Rental income was $6,589,000 in 1996 compared to $6,210,000 in 1995,
representing an increase of $379,000 or 6%. 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 increased by $49,000 due to a 3 point
increase in occupancy. The weighted average occupancy levels for the
mini-warehouse and business park facilities were 92% and 94% respectively, in
1996 compared to 90% and 91% respectively, in 1995. The monthly realized rent
per occupied square foot for the mini-warehouse and business park facilities
averaged $.78 and $1.17, respectively, in 1996 compared to $.76 and $1.04,
respectively, in 1995.
Other income decreased $47,000 in 1996 compared to 1995. The decrease
is due to the recognition of $109,000 of business interruption insurance
proceeds in 1995, offset by an increase in interest income of approximately
$62,000 in 1996 compared to 1995. The increase in interest income in 1996 is due
to an increase in invested cash balances.
Dividend income from marketable securities of affiliate increased
$15,000 in 1996 compared to 1995. This increase is primarily due to an increase
in the weighted average number of shares owned in 1996 compared to 1995.
Cost of operations (including management fees paid to affiliates)
increased $132,000 or 7% to $2,068,000 in 1996 from $1,936,000 in 1995. This
increase was primarily attributable to increases in payroll, property tax and
repairs and maintenance expenses.
In 1995, the Partnership prepaid eight months of 1996 management fees
on its mini-warehouse operations (based on the management fees for the
comparable period during the calendar year immediately preceding the prepayment)
discounted at the rate of 14% per year to compensate for early payment. The
Partnership has expensed the prepaid management fees during 1996. The amount is
included in management fees paid to affiliate in the statements of income. As a
9
result of the prepayment, the Partnership saved approximately $22,000 in
management fees, based on the management fees that would have been payable on
rental income generated during 1996 compared to the amount prepaid.
Interest expense was $2,533,000 and $2,598,000 in 1996 and 1995,
respectively, representing a decrease of $65,000 or 3%. The decrease was
primarily a result of a lower average outstanding loan balance in 1996 compared
to 1995.
Liquidity and Capital Resources
- -------------------------------
Cash flows from operating activities ($2,954,000 for the year ended
December 31, 1997) have been sufficient to meet all current obligations of the
Partnership. During 1998, the Partnership anticipates approximately $472,000 of
capital improvements. During 1995, the Partnership's property operator commenced
a program to enhance the visual appearance of the mini-warehouse facilities.
Such enhancements will include new signs, exterior color schemes, and
improvements to the rental offices.
At December 31, 1997, the Partnership held 518,334 (including 1997
purchase) shares of common stock (marketable securities) with a fair value
totaling $15,226,000 (cost of $7,399,000 at December 31, 1997) in Public
Storage, Inc. During 1997, the Partnership purchased an additional 77,750 shares
of common stock in Public Storage, Inc. at an aggregate cost of $2,116,000. The
Partnership recognized $422,000 in dividends during 1997.
In June 1996, the Partnership sold approximately 61% of the Miami,
Florida land for a net price of $376,000 ($400,000 less $24,000 of selling
costs), resulting in a $13,000 gain on the sale. The buyer of the land has an
option to purchase the remaining 39% of the land for $450,000 (the Partnership's
basis is $230,000 in such land).
Distributions to the limited and general partners for the years
1978-1991 aggregated $54,915,000 including $24,356,000 distributed to the
partners in 1989 in connection with a financing of the properties (see below).
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, 1997, the outstanding balance of the mortgage note was
$22,272,000, which matures on June 1, 1999.
Year 2000 System Issues
- -----------------------
PSI has completed an initial assessment of its computer systems. The
majority of the computer programs were installed or upgraded over the past few
years and are Year 2000 compliant. Some of the older computer programs utilized
by PSI were written without regard for Year 2000 issues and could cause a system
failure or miscalculations with possible disruption of operations. Each of these
computer programs and systems has been evaluated to be upgraded or replaced as
part of PSI Year 2000 project.
The cost of the Year 2000 project will be allocated to all companies
that use the PSI computer systems. The cost of the Year 2000 project which is
expected to be allocated to the Company is less than $50,000. The cost of new
software will be capitalized and the cost of existing software will be expensed
as incurred.
The project is expected to be completed by March 31, 1999 which is
prior to any anticipated impact on operating systems. PSI believes that with
modifications to existing software and, in some instances, the conversion to new
software, the Year 2000 issue will not pose significant operational problems.
However, if such modifications are not made, or are not completed timely, the
Year 2000 issue could have a material impact on the operations of the Company.
10
The costs of the project and the date on which PSI believes it will
complete the Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events. There can be
no guarantee that these estimates will be achieved and actual results could
differ materially from those anticipated.
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.
11
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
B. Wayne Hughes, Jr. Vice President and Director
John Reyes Senior Vice President and Chief Financial Officer
Carl B. Phelps Senior Vice President
Obren B. Gerich Senior Vice President
Marvin M. Lotz Senior Vice President
David Goldberg Senior Vice President and General Counsel
A. Timothy Scott Senior Vice President and Tax Counsel
David P. Singelyn Vice President and Treasurer
Sarah Hass Vice President and Secretary
Robert J. Abernethy Director
Dann V. Angeloff Director
William C. Baker Director
Thomas J. Barrack Jr. Director
Uri P. Harkham Director
B. Wayne Hughes, age 64, 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 active in the real
estate investment field for over 25 years. He is the father of B. Wayne Hughes,
Jr.
Harvey Lenkin, age 61, has been employed by PSI for 20 years and became
President and a director of PSI in November 1991. Mr. Lenkin is a director of
the National Association of Real Estate Investment Trusts (NAREIT).
B. Wayne Hughes, Jr., age 38, became director of PSI in January 1998.
He has been a Vice President - Acquisitions of PSI since 1992. He is the son of
B. Wayne Hughes.
John Reyes, age 37, a certified public accountant, joined PSI in 1990
and was Controller of PSI from 1992 until December 1996 when he became Chief
Financial Officer. He became a Vice President of PSI in November 1995 and a
Senior Vice President of PSI in December 1996. From 1983 to 1990, Mr. Reyes was
employed by Ernst & Young.
Carl B. Phelps, age 58, became a Senior Vice President of PSI in
January 1998 with overall responsibility for property acquisition and
development. From June 1991 until joining PSI, he was a partner in the law firm
of Andrews & Kurth, L.L.P., which performed legal services for PSI. From
December 1982 through May 1991, his professional corporation was a partner in
the law firm of Sachs & Phelps, then counsel to PSI.
Obren B. Gerich, age 59, a certified public accountant, 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.
12
Marvin M. Lotz, age 55, 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 PSI with
responsibility for property acquisitions from 1983 until 1988.
David Goldberg, age 48, joined PSI's legal staff in June 1991. He
became 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.
A. Timothy Scott, age 46, became a Senior Vice President and Tax
Counsel of PSI and Vice President and Tax Counsel of the Public Storage REITs in
November 1996. From June 1991 until joining PSI, Mr. Scott practiced tax law as
a shareholder of the law firm of Heller, Ehrman, White & McAuliffe, counsel to
PSI. Prior to June 1991, his professional corporation was a partner in the law
firm of Sachs & Phelps, then counsel to PSI.
David P. Singleyn, age 36, a certified public accountant, has been
employed by PSI since 1989 and became Vice President and Treasurer of PSI in
November 1995. From 1987 to 1989, Mr. Singelyn was Controller of Winchell's
Donut Houses, L.P.
Sarah Hass, age 42, became Secretary of PSI in February 1992. She
became a Vice President of PSI in November 1995. She joined PSI's legal
department in June 1991, rendering services on behalf of PSI. From 1987 until
May 1991, her professional corporation was a partner in the law firm of Sachs &
Phelps, then counsel to PSI, 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 58, has been President of American Standard
Development Company and of Self-Storage Management Company, which develop and
operate mini-warehouses, since 1976 and 1977, respectively. Mr. Abernethy has
been a director of PSI since its organization in 1980. He is a member of the
board of directors 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 62, has been President of the Angeloff Company, a
corporate financial advisory firm, since 1976. 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 in 1980. He is a director of Compensation Resource Group, Eagle
Lifestyle Nutrition, Inc., Nicholas/Applegate Growth Equity Fund,
Nicholas/Applegate Investment Trust, Ready Pac Produce, Inc. and Royce Medical
Company.
William C. Baker, age 64, became a director of PSI in November 1991.
Since November 1997, Mr. Baker has been Chairman of the Board of and Chief
Executive Officer of The Santa Anita Companies, Inc., which operates the Santa
Anita Racetrack and is a wholly-owned subsidiary of Meditrust Operating Company.
From August 1996 until November 1997, he was Chairman of the Board and Chief
Executive Officer of Santa Anita Operating Company and Chairman of the Board of
Santa Anita Realty Enterprises, Inc., the companies which were merged with
Meditrust in November 1997. 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. From January 1992 through
December 1995 he was Chairman and Chief Executive Officer of Carolina Restaurant
Enterprises, Inc., a franchisee of Red Robin International, Inc. Since 1991, he
has been Chairman of the Board of Coast Newport Properties, a real estate
brokerage company. 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
Callaway Golf Company and Meditrust Operating Company .
Thomas J. Barrack, Jr., age 50, became a director of PSI in February
1998. Mr. Barrack has been the Chairman and Chief Executive Officer of Colony
Capital, Inc. since September, 1991. Colony Capital, Inc. is one of the largest
real estate investors in America, having acquired properties in the U.S., Europe
and Asia. Prior to founding Colony Capital, Inc., from 1987 to 1991, Mr. Barrack
was a principal with the Robert M. Bass Group, Inc., the principal investment
vehicle for Robert M. Bass of Fort Worth, Texas. From 1985 to 1987, Mr. Barrack
was President of Oxford Ventures, Inc., a Canadian-based real estate development
company. From 1984 to 1985 he was a Senior Vice President at E. F. Hutton
Corporate Finance in New York. Mr. Barrack was appointed by President Roland
Reagan as Deputy Under Secretary at the U.S. Department of the Interior from
1982 to 1983. Mr. Barrack currently is a director of Continental Airlines, Inc.
and Virgin Entertainment Group, Ltd.
13
Uri P. Harkham, age 49, 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.
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.
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 March 10, 1998, 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. 16,369 Units (1) 37.2%
Partnership Interest 701 Western Avenue 10,919 Units (2) 24.8%
Glendale, California 91201
Units of Limited B. Wayne Hughes 11,064 Units (3) 25.1%
Partnership Interest Tamara L. Hughes
701 Western Avenue
Glendale, California 91201
(1) Units owned by PSI as to which PSI has sole voting and dispositive
power.
(2) Includes (i) 4,852 Units which PSI has an option to acquire (together
with other securities) from BWH Marina Corporation II (a corporation
wholly-owned by Hughes) and as to which PSI has sole voting power
(pursuant to an irrevocable proxy) and no dispositive power and (ii)
6,067 Units which PSI has an option to acquire from BWH Marina
Corporation II commencing May 2, 1998.
(3) Includes (i) 6,132 Units owned by BWH Marina Corporation II, a
Corporation wholly-owned by Hughes, as to which Hughes has sole voting
and dispositive power; PSI has an option to acquire 6,067 of these
Units commencing May 2, 1998, (ii) 4,852 Units owned by BWH Marina
Corporation II as to which 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 and (iii) 80 Units owned by THG
Acquisitions, Inc., a corporation wholly-owned by Tamara L. Hughes, an
adult daughter of Hughes, as to which Tamara L. Hughes has sole voting
and dispositive power.
(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
14
PSI, beneficially owns 27 Units (0.06% of the Units). The directors and
executive officers of PSI (including Hughes), as a group (16 persons), own an
aggregate of 11,016 Units, representing 25.0% of the Units (including the 10,984
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 a Management Agreement with PSI pursuant to which
the Partnership pays PSI a fee of 6% of the gross revenues of the mini-warehouse
spaces operated for the Partnership. During 1997, the Partnership paid fees of
$406,000 to PSI pursuant to the Management Agreement.
The Partnership's commercial property is managed by PSBP pursuant to a
Management Agreement which provides for the payment of a fee by the Partnership
of 5% of the gross revenues of the commercial space operated for the
Partnership. During 1997, the Partnership paid $12,000 to PSBP pursuant to the
Management Agreement.
In January 1997, PSBP became the operator of the Partnership's
commercial property pursuant to the Management Agreement. PSBP is an operating
partnership formed to own and operate business parks in which PSI has an
approximate 53% economic interest. The general partner of PSBP is PSCPG, now
known as PS Business Park, Inc.
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 below.
(b) Reports on Form 8-K: No reports on Form 8-K were filed during
the last quarter of fiscal 1996.
(c) Exhibits: See Exhibit Index contained below.
15
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 Second Amended and Restated Management Agreement dated November 16,
1995 between the Partnership and Public Storage, Inc. Previously filed
with the Securities and Exchange Commission as an exhibit to PS
Partners, Ltd.'s Annual Report on Form 10-K for the year ended December
31, 1996 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.
16
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 31, 1998 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 31, 1998
- ----------------------------------- Chief Executive Officer of Public Storage, Inc.
B. Wayne Hughes and General Partner (principal executive officer)
/s/ Harvey Lenkin President and Director March 31, 1998
- ----------------------------------- of Public Storage, Inc.
Harvey Lenkin
/s/ B. Wayne Hughes, Jr. Vice President and Director March 31, 1998
- ----------------------------------- of Public Storage, Inc.
B. Wayne Hughes, Jr.
/s/ John Reyes Senior Vice President and Chief Financial March 31, 1998
- ----------------------------------- Officer of Public Storage, Inc.
John Reyes (principal financial officer and principal
accounting officer)
/s/ Robert J. Abernethy Director of Public Storage, Inc. March 31, 1998
- -----------------------------------
Robert J. Abernethy
/s/ Dann V. Angeloff Director of Public Storage, Inc. March 31, 1998
- -----------------------------------
Dann V. Angeloff
/s/ William C. Baker Director of Public Storage, Inc. March 31, 1998
- -----------------------------------
William C. Baker
Director of Public Storage, Inc. March 31, 1998
- -----------------------------------
Thomas J. Barrack, Jr.
/s/ Uri P. Harkham Director of Public Storage, Inc. March 31, 1998
- -----------------------------------
Uri P. Harkham
17
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, 1997 and 1996 F-2
For each of the three years in the period ended December 31, 1997:
Statements of Income F-3
Statements of Partners' Equity (Deficit) F-4
Statements of Cash Flows F-5 - F-6
Notes to Financial Statements F-7 - F-10
Schedule:
III - Real Estate and Accumulated Depreciation F-11 - F-12
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, 1997 and 1996, and the related statements of income,
partners' equity (deficit) and cash flows for each of the three years in the
period ended December 31, 1997. 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, 1997 and 1996, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1997, 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
March 24, 1998
Los Angeles, California
F-1
PUBLIC STORAGE PROPERTIES V, LTD.
BALANCE SHEETS
December 31, 1997 and 1996
1997 1996
-------------- ---------------
ASSETS
------
Cash and cash equivalents $ 2,963,000 $ 3,177,000
Marketable securities of affiliate
(cost of $7,399,000 in 1997 and $5,283,000 in 1996) 15,226,000 13,658,000
Rent and other receivables 127,000 115,000
Real estate facilities, at cost:
Buildings and equipment 15,262,000 14,686,000
Land (including land held for sale of $230,000) 4,714,000 4,714,000
-------------- ---------------
19,976,000 19,400,000
Less accumulated depreciation (9,876,000) (9,046,000)
-------------- ---------------
10,100,000 10,354,000
-------------- ---------------
Other assets 184,000 286,000
-------------- ---------------
Total assets $ 28,600,000 $ 27,590,000
============== ===============
LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Accounts payable $ 69,000 $ 51,000
Deferred revenue 201,000 195,000
Mortgage note payable 22,272,000 22,748,000
Partners' equity (deficit):
Limited partners' deficit, $500 per
unit, 44,000 units authorized, issued and outstanding (1,314,000) (2,806,000)
General partners' deficit (455,000) (973,000)
Unrealized gain on marketable securities 7,827,000 8,375,000
-------------- ---------------
Total partners' equity 6,058,000 4,596,000
-------------- ---------------
Total liabilities and partners' equity $ 28,600,000 $ 27,590,000
============== ===============
See accompanying notes
F-2
PUBLIC STORAGE PROPERTIES V, LTD.
STATEMENTS OF INCOME
For the years ended December 31, 1997, 1996, and 1995
1997 1996 1995
--------------- ---------------- ---------------
REVENUES:
Rental income $ 7,000,000 $ 6,589,000 $ 6,210,000
Dividends from marketable securities of affiliate 422,000 388,000 373,000
Other income 184,000 116,000 163,000
--------------- ---------------- ---------------
7,606,000 7,093,000 6,746,000
--------------- ---------------- ---------------
COSTS AND EXPENSES:
Cost of operations 1,755,000 1,696,000 1,565,000
Management fees paid to affiliates 418,000 372,000 371,000
Depreciation 830,000 765,000 688,000
Administrative 89,000 75,000 71,000
Environmental cost - - 27,000
Interest expense 2,504,000 2,533,000 2,598,000
--------------- ---------------- ---------------
5,596,000 5,441,000 5,320,000
--------------- ---------------- ---------------
Net income before gain on sale of land 2,010,000 1,652,000 1,426,000
Gain on sale of land - 13,000 -
--------------- ---------------- ---------------
NET INCOME $ 2,010,000 $ 1,665,000 $ 1,426,000
=============== ================ ===============
Limited partners' share of net income ($45.23 per unit in
1997, $37.45 per unit in 1996, $32.09 per unit in 1995) $ 1,990,000 $ 1,648,000 $ 1,412,000
General partners' share of net income 20,000 17,000 14,000
--------------- ---------------- ---------------
$ 2,010,000 $ 1,665,000 $ 1,426,000
=============== ================ ===============
See accompanying notes.
F-3
PUBLIC STORAGE PROPERTIES V, LTD.
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
For the years ended December 31, 1997, 1996, and 1995
Unrealized Gain on
Marketable Total Partners'
Limited Partners General Partners Securities Equity(Deficit)
----------------- ------------------- -------------------- ----------------
Balance at December 31, 1994 $(5,101,000) $(1,769,000) $1,126,000 $(5,744,000)
Unrealized gain on marketable
securities - - 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)
Unrealized gain on marketable
securities - - 5,287,000 5,287,000
Net income 1,648,000 17,000 - 1,665,000
Equity transfer (412,000) 412,000 - -
----------------- ------------------- -------------------- ----------------
Balance at December 31, 1996 (2,806,000) (973,000) 8,375,000 4,596,000
Unrealized loss on marketable
securities - - (548,000) (548,000)
Net income 1,990,000 20,000 - 2,010,000
Equity transfer (498,000) 498,000 - -
----------------- ------------------- -------------------- ----------------
Balance at December 31, 1997 $(1,314,000) $(455,000) $7,827,000 $6,058,000
================= =================== ==================== ================
See accompanying notes.
F-4
PUBLIC STORAGE PROPERTIES V, LTD.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1997 1996, and 1995
1997 1996 1995
------------- ------------- -------------
Cash flows from operating activities:
Net income $ 2,010,000 $ 1,665,000 $ 1,426,000
Adjustments to reconcile net income to
cash provided by operating activities:
Gain on sale of land - (13,000) -
Depreciation 830,000 765,000 688,000
Increase in rent and other receivables (12,000) (30,000) (11,000)
Amortization of prepaid loan fees 82,000 82,000 82,000
Amortization (payment) of prepaid management fees - 229,000 (229,000)
Decrease (increase) in other assets 20,000 (26,000) (2,000)
Increase (decrease) in accounts payable 18,000 (50,000) (295,000)
Increase (decrease) in deferred revenue 6,000 (1,000) (33,000)
------------- ------------- -------------
Total adjustments 944,000 956,000 200,000
------------- ------------- -------------
Net cash provided by operating activities 2,954,000 2,621,000 1,626,000
------------- ------------- -------------
Cash flows form investing activities:
Purchase of marketable securities of affiliate (2,116,000) - (398,000)
Proceeds from sale of land - 376,000 -
Additions to real estate facilities (576,000) (528,000) (334,000)
------------- ------------- -------------
Net cash used in investing activities (2,692,000) (152,000) (732,000)
------------- ------------- -------------
Cash flows from financing activities:
Principal payments on mortgage note payable (476,000) (448,000) (413,000)
------------- ------------- -------------
Net cash used in financing activities (476,000) (448,000) (413,000)
------------- ------------- -------------
Net (decrease) increase in cash and cash equivalents (214,000) 2,021,000 481,000
Cash and cash equivalents at the beginning of the year 3,177,000 1,156,000 675,000
------------- ------------- -------------
Cash and cash equivalents at the end of the year $ 2,963,000 $ 3,177,000 $ 1,156,000
============= ============= =============
See accompanying notes.
F-5
PUBLIC STORAGE PROPERTIES V, LTD.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1997, 1996, and 1995
(Continued)
1997 1996 1995
------------- ------------- -------------
Supplemental schedule of non-cash investing and financing activities:
Decrease (Increase) in fair value of marketable
securities of affiliate $ 548,000 $ (5,287,000) $ (1,962,000)
============= ============= =============
Unrealized (loss) gain on marketable securities of
affiliate $ (548,000) $ 5,287,000 $ 1,962,000
============= ============= =============
See accompanying notes.
F-6
PUBLIC STORAGE PROPERTIES V, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
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. ("PSI") and B. Wayne Hughes
("Hughes"). The Partnership owns fourteen operating facilities located
in three states and a parcel of land in Florida.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
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, 1997 and 1996 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 a 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. In December
1995, the Partnership entered into an option agreement with a buyer to
sell the land for $850,000. In June 1996, the Partnership sold
approximately 61% of the Miami, Florida land for a net price of
$376,000 ($400,000 less $24,000 of selling cost), resulting in a
$13,000 gain on the sale. The buyer of the land has an option to
purchase the remaining 39% of the land for $450,000 (the Partnership's
basis in the land is $230,000).
Included in other income is $109,000 of business interruption
proceeds (net of certain costs and expenses of maintaining the
property) for the year ended December 31, 1995.
In 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of" ("Statement 121"). Statement 121 requires impairment
losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets'
carrying amount. Statement 121 also addresses the accounting for
long-lived assets that are expected to be disposed of. The Partnership
adopted Statement 121 in 1996 and the adoption had no effect on the
Partnership's financial statements.
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.
F-7
PUBLIC STORAGE PROPERTIES V, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
------------------------------------------------------------------
(CONTINUED)
-----------
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.
Marketable Securities:
----------------------
Marketable securities at December 31, 1997 and 1996 consist of
518,334 and 440,584 shares of common stock of PSI, respectively. During
1997, the Partnership purchased an additional 77,750 shares of common
stock in Public Storage, Inc. at an aggregate cost of $2,116,000. The
Partnership has designated its portfolio of marketable securities as
being available for sale. Accordingly, at December 31, 1997 and 1996,
the Partnership has recorded the marketable securities at fair value,
based upon the closing quoted price of the securities at December 31,
1997 and 1996, and has recorded a corresponding unrealized (loss) gain
totaling $(548,000), $5,287,000 and $1,962,000 for the years ended
December 31, 1997, 1996, and 1995, respectively, as a (decrease)
increase to Partnership equity. The Partnership recognized dividends of
$422,000, $388,000, and $373,000 for the years ended December 31, 1997,
1996 and 1995, respectively.
Other Assets:
-------------
Included in other assets is deferred financing costs of
$115,000 ($197,000 at December 31, 1996). Such balance is being
amortized as interest expense using the straight-line basis over the
life of the loan.
Use of Estimates:
-----------------
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could
differ from those estimates.
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 expensed $27,000 in 1995 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 for debt
service payments.
F-8
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 Company has a management agreement with Public Storage,
Inc. ("PSI") pursuant to which PSI operates the Company's
mini-warehouse facilities for a fee equal to 6% of the facilities'
monthly gross revenue (as defined). The Company's business parks are
managed by PS Business Parks, L.P. ("PSBP") pursuant to a management
contract. PSBP, an affiliated of PSI operates the Company's business
parks for a fee equal to 5% of the facilities monthly gross income.
The Management Agreement between the Partnership and PSI
provides that the Management Agreement may be terminated without cause
upon 60 days' written notice by either party. The Management Agreement
between the Partnership and PSBP provides that the Management Agreement
may be terminated (i) without cause upon 60 days written notice by the
Partnership and upon seven years notice by PSBP and (ii) at any time by
either party for cause.
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 $2,174,000, $1,874,000 and $1,427,000
for the years ended December 31, 1997, 1996 and 1995, respectively. The
differences between taxable net income and net income is primarily
related to depreciation expense resulting from differences in
depreciation methods.
F-9
PUBLIC STORAGE PROPERTIES V, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
7. MORTGAGE NOTE PAYABLE
On June 8, 1989, the Partnership financed all of its
properties with a $26,250,000 ten-year nonrecourse note secured by the
Partnership's properties. The note bears interest at 10.75%. The note
provides payments of interest and principal of $242,000 per month. On
June 1, 1999, the maturity date, a balloon payment for accrued interest
and any unpaid principal is due.
Carrying value of the mortgage note payable approximates its
fair value.
The principal repayment schedule as of December 31, 1997 of
the note is as follows:
1998 $ 530,000
1999 21,742,000
-----------------
$ 22,272,000
=================
Interest paid on the note was $2,422,000, $2,451,000 and
$2,516,000 for the years ended December 31, 1997, 1996 and 1995,
respectively.
F-10
Public Storage Properties V, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
For the year ended December 31, 1997
Gross Carrying Amount
Initial Cost at December 31, 1996
------------------------ --------------------------------------
Costs
Building, Subsequent to Building,
Land Imp & construction Land Imp & Accum. Date
Description Encumbrances Land Equipment (Improvement) Land Equipment Total Depr. Compeleted
- -------------------- -------------- ---------- ------------ ---------- ---------- ------------ ------------ ------- ---------
Mini-warehouses:
CALIFORNIA
Belmont - $478,000 $811,000 $157,000 $478,000 $968,000 $1,446,000 $651,000 12/79
Carson Street - 265,000 563,000 84,000 265,000 647,000 912,000 446,000 01/80
Palmdale - 114,000 721,000 245,000 114,000 966,000 1,080,000 620,000 01/80
Pasadena Fair Oaks - 686,000 1,219,000 228,000 686,000 1,447,000 2,133,000 914,000 03/80
Sacramento Carmichael - 305,000 850,000 248,000 305,000 1,098,000 1,403,000 698,000 07/80
Sacramento Florin - 326,000 1,063,000 208,000 326,000 1,271,000 1,597,000 827,000 06/80
San Jose Capitol Quimby - 209,000 742,000 150,000 209,000 892,000 1,101,000 572,000 07/80
San Jose Felipe - 270,000 935,000 170,000 270,000 1,105,000 1,375,000 701,000 12/80
So. San Francisco
Spruce (1) - 532,000 1,488,000 415,000 532,000 1,903,000 2,435,000 1,178,000 11/80
FLORIDA
Miami Perrine (3) - 230,000 - - 230,000 - 230,000 - 01/80
Miami 27th Avenue - 142,000 878,000 265,000 142,000 1,143,000 1,285,000 756,000 05/80
Miami 29th - 270,000 520,000 163,000 270,000 683,000 953,000 472,000 10/79
GEORGIA
Atlanta Montreal Road - 397,000 888,000 178,000 397,000 1,066,000 1,463,000 687,000 06/80
Atlanta Mountain
Industrial Blvd. - 271,000 725,000 233,000 271,000 958,000 1,229,000 597,000 09/80
Marietta-Cobb Parkway - 219,000 914,000 201,000 219,000 1,115,000 1,334,000 757,000 10/79
-------------- ---------- ------------ ---------- ---------- ------------ ------------ ------------
$22,272,000(2) $4,714,000 $12,317,000 $2,945,000 $4,714,000 $15,262,000 $19,976,000 $9,876,000
============== ========== ============ ========== ========== ============ ============ ============
(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 $22,272,000 listed above is the principal balance remaining
on the note at 12/31/97.
(3) In 1993, the buildings and improvements at the Miami/Perrine property
that were destroyed by Hurricane Andrew were written off. In 1996, the
Partnership sold approximately 61% of the Miami/Perrine property.
F-11
Public Storage Properties V, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
(Continued)
Reconciliation of Real Estate and Accumulated Depreciation
Year Ended December 31,
1997 1996 1995
--------------- --------------- ---------------
Investment in Real estate
Balance at the beginning of the year $ 19,400,000 $ 19,235,000 $ 18,901,000
Additions through cash expenditures 576,000 528,000 334,000
Deductions through sale of land - (363,000) -
--------------- --------------- ---------------
Balance at the end of the year $ 19,976,000 $ 19,400,000 $ 19,235,000
=============== =============== ===============
Accumulated Depreciation
Balance at the beginning of the year $ 9,046,000 $ 8,281,000 $ 7,593,000
Additions charged to costs and expenses 830,000 765,000 688,000
--------------- --------------- ---------------
Balance at the end of the year $ 9,876,000 $ 9,046,000 $ 8,281,000
=============== =============== ===============
(a) The aggregate depreciable cost of real estate (excluding land) for Federal
income tax purposes is $15,314,000.
F-12