PUBLIC STORAGE PROPERTIES V LTD
10-Q/A, 1995-05-08
TRUCKING & COURIER SERVICES (NO AIR)
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<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                        
                                  FORM 10-Q/A

                                AMENDMENT NO. 1

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

For the period ended March 31, 1995

                                      or

[_]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the transition period from _______________ to _______________

Commission File Number 0-9208
                       ------

                       PUBLIC STORAGE PROPERTIES V, LTD.
- - --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)
 
 
           California                                         95-3292068
- - ---------------------------------------                 ----------------------
    (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                     Identification Number)
 
       600 N. Brand Boulevard
       Glendale, California                                      91203
- - ----------------------------------------                -----------------------
(Address of principal executive offices)                      (Zip Code)
 
Registrant's telephone number, including area code:              (818) 244-8080
                                                                 --------------
 
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  
                                -----          -----     
<PAGE>
 
                                    INDEX
<TABLE>
<CAPTION>
                                                        Page
                                                        ----
<S>                                                     <C>
PART I.   FINANCIAL INFORMATION 

Condensed balance sheets at March 31, 1995
  and December 31, 1994                                    2
 
Condensed statements of operations for the three
  months ended March 31, 1995 and 1994                     3
 
Condensed statement of partners' deficit for the
  three months ended March 31, 1995                        4
 
Condensed statements of cash flows for the
  three months ended March 31, 1995 and 1994               5
 
Notes to condensed financial statements                  6-7
 
Management's discussion and analysis of
  financial condition and results of operations          8-9
 
PART II.  OTHER INFORMATION                               10
</TABLE> 

<PAGE>
 
                       PUBLIC STORAGE PROPERTIES V, LTD.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                  March 31,     December 31,
                                                    1995            1994
                                                -----------     -----------
                                                (Unaudited)
<S>                                             <C>             <C> 
                                    ASSETS
                                    ------
Cash and cash equivalents                     
Marketable securities of affiliate              $   711,000     $   675,000
   (cost of $4,885,000)
Rent and other receivables                        7,056,000       6,011,000
                                                     64,000          74,000

Real estate facilities:
   Buildings and equipment
   Land                                          13,921,000      13,824,000
                                                  5,077,000       5,077,000
                                                -----------     -----------
                                                 18,998,000      18,901,000
   Less accumulated depreciation
                                                 (7,753,000)     (7,593,000)
                                                -----------     -----------
                                                 11,245,000      11,308,000
                                                -----------     -----------
Other assets
                                                    401,000         422,000
                                                -----------     -----------
      Total assets
                                                $19,477,000     $18,490,000
                                                ===========     ===========

                      LIABILITIES AND PARTNERS' DEFICIT  
                      ---------------------------------
  
Accounts payable                                $   192,000     $   396,000
Deferred revenue                                    223,000         229,000
Mortgage note payable                            23,487,000      23,609,000

Partners' deficit:
   Limited partners' deficit, $500 per
      unit, 44,000 units authorized,
      issued and outstanding                     (4,898,000)     (5,101,000)
   General partners' deficit                     (1,698,000)     (1,769,000)
   Unrealized gain on marketable
      securities                                  2,171,000       1,126,000
                                                -----------     -----------

   Total partners' deficit                       (4,425,000)     (5,744,000)
                                                -----------     -----------

   Total liabilities and partners' deficit      $19,477,000     $18,490,000
                                                ===========     ===========
</TABLE>
                            See accompanying notes.

                                       2
<PAGE>
 
                       PUBLIC STORAGE PROPERTIES V, LTD.
                       CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                          Three Months Ended
                                                               March 31,
                                                        -----------------------
                                                          1995          1994
                                                        ----------   ----------
<S>                                                     <C>          <C>
REVENUES:

Rental income                                           $1,506,000   $1,438,000
Dividends and other income (including dividends
  from marketable securities of affiliate)                 100,000       72,000
                                                        ----------   ----------

                                                         1,606,000    1,510,000
                                                        ==========   ==========


COSTS AND EXPENSES:

Cost of operations                                         390,000      376,000
Management fees paid to affiliates                          90,000       87,000
Depreciation and amortization                              160,000      153,000
Administrative                                              39,000       15,000
Interest expense                                           653,000      704,000
                                                        ----------   ----------

                                                         1,332,000    1,335,000
                                                        ----------   ----------

NET INCOME                                              $  274,000   $  175,000
                                                        ==========   ==========

Limited partners'
   share of net income
   ($6.16 per unit in 1995
    and $3.93 per unit in 1994)                         $  271,000   $  173,000

General partners' share
   of net income                                             3,000        2,000
                                                        ----------   ----------

                                                        $  274,000   $  175,000
                                                        ==========   ==========
</TABLE>
                            See accompanying notes.

                                       3
<PAGE>
 
                       PUBLIC STORAGE PROPERTIES V, LTD.
                    CONDENSED STATEMENT OF PARTNERS' DEFICIT
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
                                                                 Unrealized
                                                                  Gain on       Total
                                     Limited        General      Marketable    Partners'
                                     Partners       Partners     Securities     Deficit
                                   ------------   ------------   ----------   ------------
<S>                                <C>            <C>            <C>          <C>
Balance at December 31, 1994       $(5,101,000)   $(1,769,000)   $1,126,000   $(5,744,000)
Unrealized gain on marketable
     securities                              -              -     1,045,000     1,045,000
Net income                             271,000          3,000             -       274,000
Equity transfer                        (68,000)        68,000             -             -
                                   -----------    -----------    ----------   -----------
Balance at March 31, 1995          $(4,898,000)   $(1,698,000)   $2,171,000   $(4,425,000)
                                   ===========    ===========    ==========   ===========
</TABLE>
                            See accompanying notes.

                                       4
<PAGE>
 
                       PUBLIC STORAGE PROPERTIES V, LTD.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE> 
<CAPTION> 
                                                         Three Months Ended
                                                               March 31,
                                                       -------------------------
                                                          1995          1994
                                                       ----------   ------------
<S>                                                    <C>          <C>
Cash flows from operating activities:
 
      Net income                                       $ 274,000    $   175,000
 
      Adjustments to reconcile net
            income to net cash provided
            by (used in) operating activities:
 
        Depreciation and amortization                    160,000        153,000
        Decrease (increase) in rent and
           other receivables                              10,000        (11,000)
        Decrease in other assets                          21,000         17,000
        Decrease in accounts payable                    (204,000)      (608,000)
        (Decrease) increase in deferred revenue           (6,000)         2,000
                                                       ---------    -----------
 
            Total adjustments                            (19,000)      (447,000)
                                                       ---------    -----------
 
            Net cash provided
                by (used in) operating activities        255,000       (272,000)
                                                       ---------    -----------
 
Cash flows from investing activities:
 
      Insurance proceeds relating to destroyed
        real estate facility                                   -        825,000
      Purchase of marketable securities                        -     (1,129,000)
      Additions to real estate facilities                (97,000)       (19,000)
                                                       ---------    -----------
 
            Net cash used in
                investing activities                     (97,000)      (323,000)
                                                       ---------    -----------
 
Cash flows from financing activities:
 
 
      Principal payments on mortgage note payable       (122,000)    (1,601,000)
                                                       ---------    -----------
 
            Net cash used in
                financing activities                    (122,000)    (1,601,000)
                                                       ---------    -----------
 
Net increase (decrease) in
  cash and cash equivalents                               36,000     (2,196,000)
 
Cash and cash equivalents at
  the beginning of the period                            675,000      3,152,000
                                                       ---------    -----------
 
Cash and cash equivalents at
  the end of the period                                $ 711,000    $   956,000
                                                       =========    ===========
Supplemental schedule of non-cash
 investing and financing activities:


   Increase in fair value of marketable
    securities                                       $(1,045,000)   $(1,017,000)
                                                     ===========    ===========

   Unrealized gain on marketable
    securities                                       $ 1,045,000    $ 1,017,000
                                                     ===========    ===========
</TABLE> 
                            See accompanying notes.

                                       5
<PAGE>
 
                       PUBLIC STORAGE PROPERTIES V, LTD.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  (UNAUDITED)


1.  The accompanying unaudited condensed financial statements have been
    prepared pursuant to the rules and regulations of the Securities and
    Exchange Commission.  Certain information and footnote disclosures
    normally included in financial statements prepared in accordance with
    generally accepted accounting principles have been condensed or omitted
    pursuant to such rules and regulations, although management believes that
    the disclosures contained herein are adequate to make the information
    presented not misleading.  These unaudited condensed financial statements
    should be read in conjunction with the financial statements and related
    notes appearing in the Partnership's Form 10-K for the year ended
    December 31, 1994.

2.  In the opinion of management, the accompanying unaudited condensed
    financial statements reflect all adjustments, consisting of only normal
    accruals, necessary to present fairly the Partnership's financial
    position at March 31, 1995, the results of its operations for the three
    months ended March 31, 1995 and 1994 and its cash flows for the three
    months then ended.

3.  The results of operations for the three months ended March 31, 1995 are
    not necessarily indicative of the results expected for the full year.

4.  Marketable securities at March 31, 1995 consist of 418,128 common shares
    of Storage Equities, Inc. ("SEI"), a publicly traded real estate
    investment trust whose investment advisor is an affiliate of Public
    Storage, Inc. (a general partner of the Partnership).  SFAS No. 115,
    "Accounting for Certain Investments in Debt and Equity Securities"
    requires marketable securities to be classified as trading or available
    for sale.  The Partnership has designated its portfolio of marketable
    securities as available for sale.  Accordingly, at March 31, 1995, the
    Partnership has recorded the marketable securities at fair value, based
    upon the closing quoted prices of the securities at March 31, 1995, and a
    corresponding unrealized gain totaling $2,171,000 as a credit to
    Partnership equity.

                                       6
<PAGE>
 
5. 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 first quarter of 1995, the
   Partnership commenced environmental assessments on its properties.  The
   results of those assessments have not been completed.  The Partnership is not
   presently aware of any environmental matters with respect to any of its
   properties which would have a materially adverse effect on the Partnership's
   financial position.  Included in administrative expenses on the statement of
   operations for the three months ended March 31, 1995 is approximately $25,000
   incurred in connection with the environmental assessments.

                                       7
<PAGE>
 
                       PUBLIC STORAGE PROPERTIES V, LTD.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
- - ---------------------
    THREE MONTHS ENDED MARCH 31, 1995 COMPARED TO THREE MONTHS ENDED MARCH
    31, 1994:

    The Partnership's net income for the three months ended March 31, 1995
was $274,000 compared to $175,000 for the three months ended March 31, 1994,
representing an increase of $99,000 or 56%.  The increase is primarily a
result of increased operating results at the Partnership's mini-warehouse
facilities combined with decreased interest expense.

    Rental income was $1,506,000 compared to $1,438,000 for the three months
ended March 31, 1995 and 1994, respectively, representing an increase of
$68,000 or 5%. This increase is primarily attributable to an increase in
rental rates at the Partnership's mini-warehouse facilities.  Weighted
average occupancy levels at the mini-warehouse facilities were 88% and 87%
for the three months ended March 31, 1995 and 1994, respectively.  Weighted
average occupancy levels at the business park facility were 94% and 97% for
the three months ended March 31, 1995 and 1994, respectively.

    Other income increased $28,000 for the three months ended March 31, 1995
compared to the same period in 1994 as a result of an increase in dividend
income on marketable securities of affiliate.  The increase is primarily
attributable to an increase in the number of shares owned in 1995 compared to
the same period in 1994 and an increase in the dividend rate from $.21 to
$.22 per quarter per share.

    Cost of operations (including management fees paid to affiliates)
increased by $17,000 to $480,000 from $463,000 for the three months ended
March 31, 1995 and 1994, respectively.  This increase is mainly attributable
to increases in office expense and repairs and maintenance costs.

    Administrative expenses increased $24,000 for the three months ended
March 31, 1995 compared to the same period in 1994 primarily as a result of
cost incurred on environmental assessments on the Partnership's properties.
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 first quarter of 1995, the
Partnership commenced environmental assessments on its properties.  The
results of those assessments have not been completed.  The Partnership is not
presently aware of any environmental matters with respect to any of its
properties which would have a materially adverse effect on the Partnership's
financial position.

                                       8
<PAGE>
 
LIQUIDITY AND CAPITAL RESOURCES
- - -------------------------------

    Cash flows from operating activities ($255,000 for the three months ended
March 31, 1995) have been sufficient to meet all current obligations of the
Partnership.  During 1995, the Partnership anticipates approximately $311,000
of capital improvements.

    At March 31, 1995, the Partnership held 418,128 shares of common stock
(marketable securities) with a fair value totaling $7,056,000 (cost basis of
$4,885,000 at March 31, 1995) in Storage Equities, Inc. ("SEI"), a real
estate investment trust whose investment advisor is an affiliate of Public
Storage, Inc. (a general partner of the Partnership).  The Partnership
recognized $92,000 in dividends for the three months ended March 31, 1995 and
included this in Other Income on the Condensed Statements of Operations.

    In the third quarter of 1991, quarterly distributions were discontinued
to enable the Partnership to make principal payments that commenced in 1991
and to increase cash reserves in subsequent years through 1999, at which time
the remaining principal balance is due.

                                       9
<PAGE>
 
                          PART II.  OTHER INFORMATION


Items 1 through 4 are inapplicable.

Item 5  Other Information
        -----------------

     In April 1995, Public Storage, Inc. completed a cash tender offer for
17,137 of the 44,000 outstanding limited partnership units in the Partnership
at $250 per unit.

Item 6  Exhibits and Reports on Form 8-K.
        ---------------------------------

     (a)  The following exhibit is included herein:
          (27) Financial Data Schedule

     (b)  Form 8-K
          None



                                    SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                       DATED: May 3, 1995

                                       PUBLIC STORAGE PROPERTIES V, LTD.

                                       BY: Public Storage, Inc.
                                           General Partner


 

                                       BY: /s/ Ronald L. Havner, Jr.
                                           ----------------------------
                                           Ronald L. Havner, Jr.
                                           Vice President and Chief
                                           Financial Officer
                                           (principal accounting and
                                           financial officer)

                                       10

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               MAR-31-1995
<CASH>                                         711,000
<SECURITIES>                                 7,056,000
<RECEIVABLES>                                   64,000
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             7,831,000
<PP&E>                                      19,399,000
<DEPRECIATION>                               (7,753,00)
<TOTAL-ASSETS>                              19,477,000
<CURRENT-LIABILITIES>                          415,000
<BONDS>                                     23,487,000
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                  (4,425,000)
<TOTAL-LIABILITY-AND-EQUITY>                19,477,000
<SALES>                                              0
<TOTAL-REVENUES>                             1,606,000
<CGS>                                                0
<TOTAL-COSTS>                                  640,000
<OTHER-EXPENSES>                                39,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             653,000
<INCOME-PRETAX>                                274,000
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            274,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   274,000
<EPS-PRIMARY>                                     6.16
<EPS-DILUTED>                                        0
        

</TABLE>


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