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 0-8676
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PUBLIC STORAGE PARTNERS II, LTD.
(Exact name of registrant as specified in its charter)
California 95-3146963
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 N. Brand Boulevard
Glendale, California 91203
- --------------------------------------- ---------
(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. [ X ]
DOCUMENTS INCORPORATED BY REFERENCE
NONE
<PAGE>
PART I
ITEM 1. BUSINESS.
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General
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Public Storage Partners II, Ltd. (the "Partnership") is a publicly held
limited partnership formed under the California Uniform Limited Partnership Act
in November, 1976. The Partnership raised $4,945,000 in gross proceeds by
selling 9,890 units of limited partnership interest ("Units") in an intrastate
offering, available only to California residents, which commenced in February,
1977 and was completed in August 1977. The Partnership was formed to engage in
the business of developing and operating storage space for personal and business
use ("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 the Partnership's general partner) ("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 the
general partner of the Partnership and the operator of the Partnership's
mini-warehouse properties.
The Partnership's general partner is PSI (the "General Partner"). B. Wayne
Hughes ("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 the
executive officers and directors of PSI, including Hughes. 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 October,
1986.
The term of the Partnership is until all properties have been sold and, in
any event, not later than September 30, 2036.
Investment in Facilities
- ------------------------
At December 31, 1995, the Partnership owned four properties. The
Partnership purchased its last property in October, 1977.
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-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.
Operating Strategies
- --------------------
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, and is the largest operator of
mini-warehouses in the United States. 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 80% in 1994 to 84% in 1995.
Realized monthly rents per square foot decreased from $.90 in 1994 to
$.86 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 Operation."
Property Operator
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The Partnership's mini-warehouses are managed by PSI (as
successor-in-interest to PSMI) under a Management Agreement (as amended, the
"Management Agreement", which term shall include the Amended Management
Agreement dated as of February 21, 1995). 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.
Under the supervision of the Partnership, PSI coordinates the operation of
the facilities, establishes rental policies and rates, directs marketing
activity and the purchase of equipment and supplies, maintenance activity, and
the selection and engagement of all vendors, supplies and independent
contractors.
PSI engages, 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.
In the purchasing of services such as advertising (including broadcast
media advertising) and insurance, PSI attempts 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 has 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 adopts promotional programs, such as temporary rent reductions, in
selected areas or for individual facilities.
For as long as the Management Agreement 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 except as described
below. The General Partner believes 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 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. The 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
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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
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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 4 persons who render services on behalf of the Partnership on a
full-time basis, and 11 persons who render services on a part-time basis. These
persons include resident managers, assistant managers, relief managers, area
managers, and administrative and maintenance 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:
<TABLE>
<CAPTION>
Net Number Date
Size of Rentable of of Completion
Location Parcel Area Spaces Purchase Date
-------- ------ ---- ------ -------- ----
California
- ----------
<S> <C> <C> <C> <C> <C>
Eagle Rock 3.65 70,000 687 Oct. 21, Apr. 1978
acres sq. ft. 1977
Long Beach 3.32 70,000 702 July 22, Dec. 1977
acres sq. ft. 1977
Los Angeles 3.14 59,000 569 Mar. 17, May 1978
acres sq. ft. 1978
San Dimas 2.93 54,000 547 Aug. 3, Dec. 1977
acres sq. ft. 1977
</TABLE>
The weighted average occupancy levels for the mini-warehouse facilities
were 84% and 80% in 1995 and 1994.
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 $10,000 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.
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No material legal proceeding is pending against the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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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 Partner monitors transfers of the Units (a) because the admission of the
transferee as a substitute limited partner requires the consent of the General
Partner 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 Partner (and its predecessor-in-interest)
and Hughes have purchased Units. However, the General Partner does 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 certain limited
partnership interests, including the prices at which such secondary sales
transactions are effectuated.
Exclusive of the General Partner's interest in the Partnership, as of
December 31, 1995, there were approximately 468 record holders of Units.
In October 1995, Old PSI and Hughes completed a cash tender offer, in which
Old PSI acquired 3,000 Units and Hughes acquired 864 Units of the 9,890
outstanding limited partnership Units in the Partnership at $267 per Unit. 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 4,100 Units (41.5% of
the Units).
Distributions to the general and limited partners of all cash available for
distribution (as defined) are made quarterly. Cash available for distribution is
generally funds from operations of the Partnership, without deductions 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 fourth quarter of 1990, quarterly distributions
were discontinued to enable the Partnership to increase its reserves for
principal repayments that commenced in 1992.
Reference is made to Item 6 and 7 hereof for information on the amount of
such distributions.
PUBLIC STORAGE PARTNERS II, LTD.
ITEM 6. SELECTED FINANCIAL DATA.
-----------------------
<TABLE>
<CAPTION>
For the Year Ended
December 31, 1995 1994 1993 1992 1991
- ------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues (2) $2,242,000 $2,187,000 $2,532,000 $2,265,000 $2,228,000
Depreciation and
amortization 148,000 139,000 139,000 136,000 131,000
Interest expense 950,000 1,026,000 1,199,000 1,184,000 1,201,000
Net income 533,000 433,000 588,000 347,000 347,000
Limited partners' share 528,000 428,000 582,000 343,000 343,000
General partner's share 5,000 5,000 6,000 4,000 4,000
Limited partners'
per unit data (1):
Net income 53.29 43.28 58.85 34.68 34.68
As of December 31
- -----------------
Cash and cash
equivalents $ - $ 159,000 $ 90,000 $ 275,000 $ 572,000
Total assets $2,585,000 $2,813,000 $2,806,000 $ 3,625,000 $ 3,438,000
Notes payable $8,602,000 $9,384,000 $9,815,000 $11,188,000 $11,373,000
</TABLE>
(1) Per unit data is based on the weighted average number of the limited
partnership units (9,890) outstanding during the period.
(2) Revenues for the years ended December 31, 1993 and 1995, include gains on
sale of marketable securities of an affiliate of $312,000 ($31.26 per unit)
and $21,000 ($2.10 per Unit), respectively.
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 in 1995 was $533,000 compared to $433,000 in
1994, representing an increase of $100,000. This increase is primarily due to an
increase in property net operating income combined with a decrease in interest
expense offset by environmental cost incurred in 1995.
During 1995, property net operating income (rental income less cost of
operations, management fees paid to an affiliate and depreciation expense)
increased $8,000 from $1,489,000 in 1994 to $1,497,000 in 1995. This increase is
primarily attributable to an increase in rental revenues at the Partnership's
mini-warehouse facilities partially offset by increases in cost of operations
and depreciation expense.
Rental income was $2,211,000 in 1995 compared to $2,182,000 in 1994,
representing an increase of $29,000. This increase was primarily attributable to
increased occupancies at the Partnership's real estate facilities. Weighted
average occupancy levels at the mini-warehouses were 84% and 80% in 1995 and
1994, respectively. The average monthly realized rent per square foot at the
mini-warehouses was $0.86 in 1995 compared to $0.72 in 1994.
In November 1995, the Partnership sold its marketable securities for
$89,000 and realized a gain on the sale of $21,000.
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 the fourth quarter of 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, as of
December 31, 1995 $10,000 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.
Cost of operations (including management fees paid to an affiliate) was
$566,000 and $554,000 in 1995 and 1994, respectively, representing an increase
of $12,000, or 2%. This increase was primarily attributable to increases in
payroll cost, and management fees paid to an affiliate as a result of an
increase in rental revenues.
Interest expense was $950,000 and $1,026,000 in 1995 and 1994,
respectively, representing a decrease of $76,000, or 8%. The decrease was
primarily a result of a reduction in the average outstanding debt balance in
1995 compared to 1994.
YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993:
The Partnership's net income was $433,000 in 1994 compared to $588,000 in
1993, representing a decrease of $155,000. This decrease was primarily a result
of the gain on sale of marketable securities totaling $312,000 in 1993. The
Partnership's net income before the gain on sale of marketable securities was
$276,000 in 1993; therefore, prior to recognition of the gain, net income
increased in 1994 by $157,000 or 57%. This increase was primarily a result of a
decrease in interest expense, partially offset by decreases in rental and other
income.
During 1994, property net operating income (rental income less cost of
operations, management fees paid to an affiliate and depreciation expense)
increased $2,000 from $1,487,000 in 1993 to $1,489,000 in 1994. This increase is
primarily attributable to a decrease in cost of operations that exceeded a
decrease in rental revenues at the Partnership's mini-warehouse facilities.
Rental income was $2,182,000 in 1994 compared to $2,192,000 in 1993,
representing a decrease of $10,000. This decrease was primarily attributable to
an overall decrease in occupancy levels at the Partnership's real estate
facilities. The weighted average occupancy levels at the mini-warehouses were
80% compared to 86% for the years ended December 31, 1994 and 1993,
respectively. The monthly average realized rent per square foot for the
mini-warehouse facilities was $0.72 in 1994 and 1993.
Cost of operations (including management fees) was $554,000 in 1994 and
$566,000 and 1993, representing a decrease of $12,000. This decrease was
primarily attributable to a decrease in advertising expenses, partially offset
by increased payroll expenses.
Other income decreased by $23,000 in 1994 compared to 1993. This decrease
was principally due to the reduction in dividend income from the Partnership's
investment in marketable securities. The reduction in dividend income was a
result of the sale of such securities in 1993.
Interest expense was $1,026,000 in 1994 compared to $1,199,000 in 1993,
representing a decrease of $173,000 or 14%. This decrease was primarily
attributable to a decrease in overall debt, largely resulting from a $2,000,000
paydown of principal made in conjunction with a modification of loan terms on
the mortgage note payable in September 1993.
Liquidity and Capital Resources
- -------------------------------
Cash flow from operating activities ($621,000 in 1995) has been sufficient
to meet all current obligations of the Partnership. During 1996, the Partnership
anticipates approximately $87,000 of capital improvements compared to $87,000 in
1995, $45,000 in 1994 and $45,000 in 1993.
In January 1996 the Partnership obtained a $230,000 loan from PSI to repay
and terminate the unsecured note payable from Wells Fargo Bank. The PSI loan
bears interest at the prime rate plus 1%, payable monthly, in addition to
monthly principal payments of $17,708.
At December 31, 1994, the Partnership held 5,000 shares of common stock
(marketable securities) with a fair value of $72,000 (cost basis of $68,000 at
December 31, 1994) in Public Storage, Inc. In November 1995, the Partnership
sold its marketable securities in Public Storage, Inc. for $89,000. The proceeds
from the sale were used to make an unscheduled principal payment on the
Partnership's notes payable.
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 $83,000. The amount is included in
prepaid expenses on the Balance Sheet at December 31, 1995 and will be amortized
as management fee expense in 1996.
In the fourth quarter of 1990, quarterly distributions were discontinued to
enable the Partnership to increase its reserves for principal payments that
commenced in 1990.
The distributions to the limited partners and general partner for each of
the prior years were as follows:
1977 $ 88,000
1978 394,000
1979 706,000
1980 843,000
1981 1,032,000
1982 1,087,000
1983 1,128,000
1984 1,481,000
1985 1,800,000
1986 13,352,000
1987 369,000
Distributions to limited partners and general partner for prior years
(continued):
1988 400,000
1989 417,000
1990 283,000
1991 -
1992 -
1993 -
1994 -
1995 -
During 1987, the Partnership financed all of its facilities with a
$12,075,000 loan. Proceeds of $11,920,000 were distributed to the partners in
October 1986 and are included in the 1986 distribution. At December 31, 1995,
the outstanding balance of the mortgage note was $8,356,000.
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
Schedules 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 partner is PSI. PSI, acting through its directors
and executive officers, including 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, 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 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 Partnership 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 34, 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 22 of the Partnership's Certificate and
Agreement of Limited Partnership, a copy of which is included in the
Partnership's prospectus included in the Partnership's Registration Statement
File No. 2-57750, the General Partner continues to serve until (i) retirement,
withdrawal, adjudication of bankruptcy, insolvency or dissolution, or (ii)
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 from
office 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
Partner 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:
<TABLE>
Name and Address
Title of Class of Beneficial Owners Beneficial Ownership Percent of Class
- -------------- -------------------- -------------------- ----------------
<S> <C> <C> <C>
Units of Limited Public Storage, Inc. 4,100 Units (1) 41.5%
Partnership 600 North Brand Boulevard
Interest Glendale, California 91203
Units of Limited B. Wayne Hughes 865 Units (2) 8.7%
Partnership 600 North Brand Boulevard
Interest Glendale, California 91203
</TABLE>
(1) Includes (i) 3,236 Units owned by PSI as to which PSI has sole voting and
dispositive power and (ii) 864 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 Partner (or its predecessor-in-interest) have contributed
$101,010 to the capital of the Partnership and as a result participates in the
distributions to the limited partners and in the Partnership's profits and
losses in the same proportion that the General Partner's capital contribution
bears to the total capital contribution. Information regarding ownership of
Units by PSI , the General Partner, and Hughes, a director and executive officer
of PSI, is set forth under section (a) above. The directors and executive
officers of PSI (including Hughes), as a group (15 persons), own an aggregate of
890 Units, representing 9.0% of the Units (including the 864 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. 2-57750. Those articles provide,
in substance, that the limited partners shall have the right, by majority vote,
to remove the general partner and that the general partner may designate a
successor with the consent of a majority of the limited partners.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
----------------------------------------------
The Partnership Agreement provides that the General Partner 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.
During 1985, the partners received cumulative distributions equal to their
capital contributions. During 1995, there were no incentive distributions paid
by the Partnership.
The Partnership has a Management Agreement with PSI (as
successor-in-interest to PSMI). Under the Management Agreement, the Partnership
pays PSI (and previously paid PSMI) a fee of 6% of the gross revenues of the
mini-warehouse spaces operated for the Partnership. 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 $83,000. During 1995, the Partnership paid
or accrued fees of $115,000 to PSMI and $16,000 to PSI (including the prepayment
described above) pursuant to the Management Agreement with respect to 1995
management fees (i.e., exclusive of the prepayment described below).
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 Schedules.
2. Financial Statement Schedules. See Index to Financial
Statements and Financial Statement Schedules.
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.
<PAGE>
PUBLIC STORAGE PARTNERS II, LTD.
EXHIBIT INDEX
(Item 14(c))
3.1 Amended Certificate and Agreement of Limited Partnership. Previously
filed with the Securities and Exchange Commission as an exhibit to the
Registrant's Registration Statement of Form 10, filed on May 1, 1978,
and incorporated herein by reference.
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 the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1994 and incorporated herein by reference.
10.2 Loan documents dated October 7, 1986 between the Partnership and Aetna
Life Insurance Company. Previously filed with the Securities and
Exchange Commission as an exhibit to the Partnership's Annual Report
on Form 10-K for the year ended December 31, 1993 and incorporated
herein by reference.
10.3 Modified loan documents dated September 1, 1993 between the
Partnership and Aetna Life Insurance Company. Previously filed with
the Securities and Exchange Commission as an exhibit to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1993 and incorporated herein by reference.
10.4 Loan documents dated March 17, 1994 between the Partnership and Wells
Fargo Bank. Previously filed with the Securities and Exchange
Commission as an exhibit to the Partnership's Annual Report on Form
10-K for the year ended December 31, 1994 and incorporated herein by
reference.
10.5 Loan documents dated January 26, 1996 between the Partnership and
Public Storage, Inc. Filed herewith.
27 Finaancial 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 PARTNERS II, 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
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.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------------------- ---------------------------------------------- -----------------
<S> <C> <C>
/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
</TABLE>
<PAGE>
PUBLIC STORAGE PARTNERS II, 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 the years ended December 31, 1995, 1994 and 1993:
Statements of Income F-3
Statements of Partners' Deficit F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6 - F-9
Schedule for the years ended December 31, 1995,
1994, and 1993:
III - Real Estate and Accumulated Depreciation F-10 - F11
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.
<PAGE>
Report of Independent Auditors
The Partners
Public Storage Partners II, Ltd.
We have audited the accompanying balance sheets of Public Storage Partners II,
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 Partners II,
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
<PAGE>
PUBLIC STORAGE PARTNERS II, LTD.
BALANCE SHEETS
December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
ASSETS
------
<S> <C> <C>
Cash and cash equivalents $ - $ 159,000
Marketable securities of affiliate
(cost of $68,000 in 1994) - 72,000
Rent and other receivables 23,000 32,000
Real estate facilities at cost:
Building, land improvements and equipment 3,281,000 3,194,000
Land 1,267,000 1,267,000
----------- ------------
4,548,000 4,461,000
Less accumulated depreciation (2,265,000) (2,117,000)
----------- ------------
2,283,000 2,344,000
----------- ------------
Other assets 279,000 206,000
----------- ------------
Total assets $ 2,585,000 $ 2,813,000
----------- ------------
LIABILITIES AND PARTNERS' DEFICIT
---------------------------------
Accounts payable $ 35,000 $ 10,000
Deferred revenue 74,000 74,000
Note payable 8,602,000 9,384,000
Partners' deficit:
Limited partners' deficit, $500 per
unit, 10,000 units authorized, 9,890
issued and outstanding (4,544,000) (4,939,000)
General partner's deficit (1,582,000) (1,720,000)
Unrealized gain on marketable
securities - 4,000
----------- ------------
Total partners' deficit (6,126,000) (6,655,000)
----------- ------------
Total liabilities and partners' deficit $ 2,585,000 $ 2,813,000
----------- ------------
</TABLE>
<PAGE>
PUBLIC STORAGE PARTNERS II, LTD.
STATEMENTS OF INCOME
For each of the three years in the
period ended December 31, 1995
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
REVENUES:
<S> <C> <C> <C>
Rental income $2,211,000 $2,182,000 $2,192,000
Gain on sale of marketable securities 21,000 - 312,000
Other income 10,000 5,000 28,000
--------- --------- ---------
2,242,000 2,187,000 2,532,000
--------- --------- ---------
COSTS AND EXPENSES:
Cost of operations 432,000 423,000 434,000
Management fees paid to affiliates 134,000 131,000 132,000
Depreciation and amortization 148,000 139,000 139,000
Administrative 35,000 35,000 40,000
Environmental cost 10,000 - -
Interest expense 950,000 1,026,000 1,199,000
--------- --------- ---------
1,709,000 1,754,000 1,944,000
--------- --------- ---------
NET INCOME $ 533,000 $ 433,000 $ 588,000
--------- --------- ---------
Limited partners' share of net income
($53.89 per unit in 1995, $43.28 per unit in 1994,
and $58.85 per unit in 1993) $ 527,000 $ 428,000 $ 582,000
General partner's share of net income 6,000 5,000 6,000
--------- --------- ---------
$ 533,000 $ 433,000 $ 588,000
--------- --------- ---------
</TABLE>
<PAGE>
PUBLIC STORAGE PARTNERS II, LTD.
STATEMENTS OF PARTNERS' DEFICIT
For each of the three years in the
period ended December 31, 1995
<TABLE>
<CAPTION>
Unrealized
Gain on
Limited General Marketable
Partners Partner Securities Total
-------- ------- ---------- -----
<S> <C> <C> <C> <C>
Balance at December 31, 1992 $ (5,697,000) $ (1,983,000) $ - $ (7,680,000)
Net income 582,000 6,000 - 588,000
Equity transfer (145,000) 145,000 - -
Balance at December 31, 1993 (5,260,000) (1,832,000) - (7,092,000)
Unrealized gain on marketable
Securities (Note 2) - - 4,000 4,000
Net income 428,000 5,000 - 433,000
Equity transfer (107,000) 107,000 - -
Balance at December 31, 1994 (4,939,000) (1,720,000) 4,000 (6,655,000)
Sale of marketable securities (Note 2) - - (4,000) (4,000)
Net income 528,000 5,000 - 533,000
Equity transfer (133,000) 133,000 - -
Balance at December 31, 1995 $ (4,544,000) $ (1,582,000) $ - $ (6,126,000)
</TABLE>
<PAGE>
PUBLIC STORAGE PARTNERS II, LTD.
STATEMENTS OF CASH FLOWS
For each of the three years in the
period ended December 31, 1995
<TABLE>
1995 1994 1993
---- ---- ----
Cash flows from operating activities:
<S> <C> <C> <C>
Net income $ 533,000 $ 433,000 $ 588,000
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 148,000 139,000 139,000
Gain on sale of marketable securities (21,000) - (312,000)
Decrease (increase) in rent and other receivables 9,000 (6,000) 93,000
Write off prepaid loan fees 11,000 47,000 70,000
(Increase) decrease in other assets (84,000) (1,000) 13,000
Increase (decrease) in accounts payable 25,000 1,000 (8,000)
Decrease in advance payments from renters - - (26,000)
----------- ----------- -----------
Total adjustments 88,000 180,000 (31,000)
----------- ----------- -----------
Net cash provided by operating activities 621,000 613,000 557,000
----------- ----------- -----------
Cash flows from investing activities:
Proceeds from sale of marketable securities 89,000 (68,000) 828,000
Additions to real estate facilities (87,000) (45,000) (45,000)
----------- ----------- -----------
Net cash (used in) provided by investing activities 2,000 (113,000) 783,000
----------- ----------- -----------
Cash flows from financing activities:
Increase in prepaid financing fees - - (152,000)
Proceeds from note payable to bank - 850,000 -
Proceeds from note payable to affiliate - - 950,000
Principal payments on note payable to affiliate - (850,000) (100,000)
Principal payments on notes payable (782,000) (431,000) (2,223,000)
----------- ----------- -----------
Net cash used in financing activities (782,000) (431,000) (1,525,000)
----------- ----------- -----------
Net (decrease) increase in cash and cash equivalents (159,000) 69,000 (185,000)
Cash and cash equivalents at the beginning of the year 159,000 90,000 275,000
----------- ----------- -----------
Cash and cash equivalents at the end of the year $ - $ 159,000 $ 90,000
----------- ----------- -----------
Supplemental schedule of non-cash
investing and financing activities:
Increase in fair value of
marketable securities of affiliate $ - $ (4,000) $ -
----------- ----------- -----------
Unrealized gain on marketable
securities of affiliate $ - $ 4,000 $ -
----------- ----------- -----------
</TABLE>
<PAGE>
PUBLIC STORAGE PARTNERS II, LTD
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
F-8
1. DESCRIPTION OF PARTNERSHIP
Public Storage Partners II, Ltd. (the "Partnership") was formed with the
proceeds of a public offering. The general partner in the Partnership is Public
Storage, Inc., formerly known as Storage Equities, Inc. In 1995, there was a
series of mergers among Public Storage Management, Inc. (which was the
Partnership's mini-warehouse property operator), Public Storage, Inc. (which was
the Partnership's general partner) 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 the general partner of the Partnership and the operator
of the Partnership's mini-warehouse properties.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
Mini-Warehouse Facilities:
--------------------------
Cost of land includes appraisal fees and legal fees related to acquisition
and closing costs. Buildings, land improvements and equipment reflect costs
incurred through December 31, 1995 and 1994 to develop mini-warehouse facilities
which 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.
Allocation of Net Income:
-------------------------
The general partner's 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 partner's 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 (9,890) 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.
Marketable Securities:
----------------------
Marketable securities at December 31, 1994 consisted of 5,000 shares of
common stock of PSI. The Partnership had designated its portfolio of marketable
securities as being available for sale. Accordingly, at December 31, 1994, the
Partnership has recorded the marketable securities at fair value, based upon the
closing quoted price of the securities at December 31, 1994, and has recorded a
corresponding unrealized gain in partners' equity. The Partnership recognized
$4,000 in dividends in both 1995 and 1994. In November 1995 the Partnership sold
its 5,000 shares of common stock of PSI, and recognized a gain totaling $21,000
on the sale.
Other Assets:
-------------
Included in other assets are deferred financing costs of $72,000. In
addition, deferred financing costs of approximately $11,000, $47,000 and $70,000
relating to the pre-modified mortgage loan were expensed during 1995, 1994 and
1993, respectively, and included in interest expense.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
(CONTINUED)
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, as of December 31, 1995, an
estimated $10,000 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 the fourth quarter of 1990 in order to build cash reserves
for future debt service payments.
4. PARTNERS' EQUITY
The general partner has a 1.1% interest in the Partnership. In addition,
the general partner has an 8% interest in all cash distributions attributable to
operations (exclusive of distributions attributable to sale and financing
proceeds until the limited partners recover all of their initial investment).
Thereafter, the general partner has a 25% interest in all cash distributions
(including sale and financing proceeds). In 1984, the limited partners recovered
all of their initial investment. All subsequent cash distributions are being
made 25.83% (including the 1.1% interest) to the general partner and 74.17% 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 the results of operations or distributions to
partners.
Concurrent with the financing of the Partnership's properties in 1986 (Note
7), the Partnership made a special distribution totaling $11,920,000 to the
partners. This special distribution had no effect on the Partnership's taxable
income, however, resulted in a deficit in the limited and general partner's
equity accounts.
5. RELATED PARTY TRANSACTIONS
The Partnership has a Management Agreement with PSI (as
successor-in-interest to PSMI). Under the terms of the agreement, PSI operates
the mini-warehouse facilities for a fee equal to 6% of the facilities' monthly
gross revenue (as defined).
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 $83,000. The amount is included in
other assets on 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 $556,000, $446,000 and $577,000 for the years ended
December 31, 1995, 1994 and 1993, respectively. The difference between taxable
net income and net income is primarily related to depreciation expense resulting
from difference in depreciation methods.
7. NOTES PAYABLE
Notes payable at December 31, 1995 and 1994 consist of the following:
1995 1994
---------- ----------
10.3152% (9% after November 1, 1996)
mortgage note payable to an insurance company
with principal and interest due monthly,
remaining principal due November 2002 $8,356,000 $8,676,000
Unsecured note payable, bearing interest at
1% above bank's prime rate interest payable
monthly, and requiring $50,000 monthly principal
payments; remaining principal due April 1998 246,000 708,000
---------- ----------
$8,602,000 $9,384,000
---------- ----------
During 1986, the Partnership financed all of its properties with a
$12,075,000, ten year nonrecourse note secured by the Partnership's properties.
In September 1993, the General Partner and the lender agreed to modify the terms
of the mortgage note payable, which the General Partner believed to be favorable
to the Partnership. Under the modified terms (i) the interest rate was reduced
from 10.3152% to 9.00% (effective November 1, 1996), and (ii) the maturity date
was extended from November 1, 1996 to November 1, 2002 and (iii) the monthly
debt service payments (principal and interest) were reduced from $112,400 to
$100,000 based on a 25 year amortization period.
To obtain the mortgage note modifications, the Partnership was required to
make an initial prepayment of principal totaling $2,000,000. In order to make
such prepayment, the Partnership used funds from cash reserves, the proceeds
from a sale of marketable equity securities, and the proceeds from a $950,000
loan from PSI. The related unsecured promissory note bore interest at a rate of
10% (which is less than the interest rate on the pre-modified mortgage note),
with interest only payments due monthly. Principal payments of $100,000 were
made in 1993, and the remaining principal balance was repaid with proceeds
obtained from a term loan with Wells Fargo Bank in March 1994.
7. NOTES PAYABLE (CONTINUED)
On March 17, 1994, the Partnership obtained an $850,000 term loan from
Wells Fargo Bank. The loan, which matures on April 1, 1998, bears interest at
the bank's prime rate plus 1% (payable monthly), and requires monthly principal
payments totaling $17,708. Proceeds from the loan were used to repay the 10%
unsecured promissory note due to PSI. The terms of the Wells Fargo Bank loan
require compliance by the Partnership with certain financial covenants,
including the maintenance of a debt coverage ratio, as defined. In December
1995, the Partnership made an unscheduled principal payment of $250,000. As of
December 31, 1995, the Partnership was in compliance with all financial covenant
requirements.
The principal repayment schedule of the above notes payable as of December
31, 1995, is as follows:
1996 $ 533,000
1997 532,000
1998 545,000
1999 596,000
2000 652,000
Thereafter 5,744,000
---------
$ 8,602,000
============
Interest paid on the notes was $939,000, $977,000 and $1,107,000 for the
years ended December 31, 1995, 1994 and 1993, respectively.
8. SUBSEQUENT EVENT
In January 1996 the Partnership obtained a $230,000 loan from PSI to repay
and terminate the unsecured note payable from Wells Fargo Bank. The PSI loan
bears interest at the prime rate plus 1%, payable monthly, in addition to
monthly principal payments of $17,708.
Public Storage Partners II, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
<TABLE>
Cost
subsequent to Gross Carrying Amount
Initial Cost Acquisition at December 31, 1995
--------------------- ------------------------------------
Description Encumbrance Land Buildings (Improvements) Land Buildings Total
- ----------- ----------- ---- --------- -------------- ---- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Eagle Rock - $ 531,000 $ 758,000 $ 130,000 $ 531,000 $ 888,000 $1,419,000
Long Beach - 343,000 727,000 106,000 343,000 833,000 1,176,000
Los Angeles - 298,000 686,000 156,000 298,000 842,000 1,140,000
San Dimas - 95,000 584,000 134,000 95,000 718,000 813,000
------------ ----------- ----------- ----------- ---------- ---------- ------------
Total $8,356,000(1) $ 1,267,000 $ 2,755,000 $ 526,000 $1,267,000 $3,281,000 $ 4,548,000
============ =========== =========== =========== ========== ========== ============
(1) All four properties are encumbered by a promissory note. The $8,356,000
listed above is the principal balance remaining on the note at December 31,
1995.
</TABLE>
<TABLE>
Accumulated Date
Description Depreciation Acquired
- ----------- ------------ --------
<S> <C> <C>
Eagle Rock $ 610,000 4/78
Long Beach 584,000 12/77
Los Angeles 577,000 5/78
San Dimas 494,000 12/77
----------
Total $2,265,000
==========
</TABLE>
<PAGE>
Public Storage Partners II, Ltd.
Real Estate Reconciliation
Schedule III (continued)
(a) The following is a reconciliation of costs and related accumulated
depreciation:
<TABLE>
COST
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Balance at the beginning of the period $ 4,461,000 $ 4,416,000 $ 4,371,000
Additions during the period
Improvements 87,000 45,000 45,000
Deductions during the period - - -
----------- ----------- -----------
Balance at the close of the period $ 4,548,000 $ 4,461,000 $ 4,416,000
----------- ----------- -----------
ACCUMULATED DEPRECIATION RECONCILIATION
1995 1994 1993
----------- ----------- -----------
Balance at the beginning of the period $ 2,117,000 $ 1,978,000 $ 1,839,000
Additions during the period
Depreciation 148,000 139,000 139,000
Deductions during the period - - -
----------- ----------- -----------
Balance at the close of the period $ 2,265,000 $ 2,117,000 $ 1,978,000
----------- ----------- -----------
</TABLE>
Exhibit 10.5
PROMISSORY NOTE
$229,634.73 Glendale, California
January 26, 1996
FOR VALUE RECEIVED, the undersigned PUBLIC STORAGE PARTNERS II, LTD.
("Borrower") promises to pay to the order of PUBLIC STORAGE, INC. ("Lender") at
its offices at 600 N. Brand Boulevard, Glendale, California 91203-1241, or at
such other place as the holder hereof may designate, in lawful money of the
United States of America and in immediately available funds, the principal sum
of $229,634.73, with interest thereon at a rate per annum (computed on the basis
of a 360-day year, actual days elapsed) 1.0% above the Prime Rate in effect from
time to time. The "Prime Rate" is a base rate that Wells Fargo Bank, National
Association ("Bank"), from time to time establishes and which serves as the
basis upon which effective rates of interest are calculated for those loans by
Bank matching reference thereto. Each change in the rate of interest hereunder
shall become effective on the date each Prime Rate change is announced within
Bank.
Interest accrued on this Note shall be payable on the 1st day of each
month, commencing February 1, 1996 and on January 26, 1997. Principal shall be
payable on the 1st day of each month in installments of $17,708.33 each,
commencing February 1, 1996 and continuing up to and including January 1, 1997,
with a final installment consisting of all remaining unpaid principal due and
payable in full on January 26, 1997. Each payment made on this Note shall be
credited first, to any interest then due and second, to the outstanding
principal balance hereof. All prepayments of principal on this Note shall be
applied on the most remote principal installment or installments then unpaid.
From and after the maturity date of this Note, or such earlier date as all
principal owing hereunder becomes due and payable by acceleration or otherwise,
the outstanding principal balance of this Note shall bear interest until paid in
full at an increased rate per annum (computed on the basis of a 360-day year,
actual days elapsed) equal to 4% above the rate of interest from time to time
applicable to this Note.
The occurrence of any of the following shall constitute an "Event of
Default" under this Note:
1. The failure to pay any principal or interest, or other amount, when due
hereunder or under any contract, instrument or document executed in connection
with this Note.
2. The filing of a petition by or against any Borrower, or any general
partner in Borrower (with each such general partner referred to herein as a
"Third Party Obligor") under any provisions of the Bankruptcy Reform Act Title
11 of the United States Code, as amended or recodified from time to time, or
under any similar or other law relating to bankruptcy, insolvency,
reorganization or other relief for debtors: the appointment of a receiver,
trustee, custodian or liquidator of or for any part of the assets or property of
Borrower or any Third Party Obligor; Borrower or any Third Party Obligor becomes
insolvent, makes a general assignment for the benefit of creditors or is
generally not paying its debts as they become due; or any attachment or like
levy on any property of Borrower or any Third Party Obligor.
3. The dissolution or liquidation of Borrower or any Third Party Obligor
which is a corporation.
4. Any default in the payment or performance of any obligation, or any
defined event of default, under any provisions of any contract, instrument or
document pursuant to which Borrower has incurred any obligation for borrowed
money, any purchase obligation, or any other liability of any kind to any person
or entity, including the holder.
5. Any sale or transfer of all of a substantial or material part of the
assets of Borrower.
6. Any violation or breach of any provision of, or any defined event of
default under, any addendum to this Note or any loan agreement, guaranty,
security agreement, deed of trust or other document executed in connection with
or securing this Note.
Soon the occurrence of any Event of Default, the holder of this Note, at
the holder's option, may declare the sums of principal and interest outstanding
hereunder to be immediately due and payable. Borrower shall pay to Lender the
amount of any expenses, including legal fees, incurred as a result of an Event
of Default and any such amount not paid upon demand by Lender, shall be added
to, and thereafter bear interest as herein provided as part of, principal.
IN WITNESS WHEREOF, the undersigned has executed this Note as of the date
first written above.
PUBLIC STORAGE PARTNERS II, LTD.
By: Public Storage, Inc.
General Partner
By: /s/ Ronald L. Havner
-------------------------------
Ronald L. Havner
Senior Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
PUBLIC STORAGE PARTNERS II, LTD.
EXHIBIT 27 - FINANCIAL DATA SCHEDULE
ARTICLE 5 OF REGULATION S-X
</LEGEND>
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> Dec-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 23,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 302,000
<PP&E> 4,548,000
<DEPRECIATION> (2,265,000)
<TOTAL-ASSETS> 2,585,000
<CURRENT-LIABILITIES> 109,000
<BONDS> 0
8,602,000
0
<COMMON> 0
<OTHER-SE> (6,126,000)
<TOTAL-LIABILITY-AND-EQUITY> 2,585,000
<SALES> 0
<TOTAL-REVENUES> 2,242,000
<CGS> 0
<TOTAL-COSTS> 759,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 950,000
<INCOME-PRETAX> 533,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 533,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 533,000
<EPS-PRIMARY> 53.29
<EPS-DILUTED> 0
</TABLE>
