UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended June 30, 1999
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)
701 Western Avenue
Glendale, California 91201
- --------------------------------------------- ----------------------
(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
Page
----
PART I. FINANCIAL INFORMATION
Condensed balance sheets at June 30, 1999
and December 31, 1998 2
Condensed statements of income for the three
and six months ended June 30, 1999 and 1998 3
Condensed statement of partners' equity for the
six months ended June 30, 1999 4
Condensed statements of cash flows for the
six months ended June 30, 1999 and 1998 5
Notes to condensed financial statements 6-7
Management's discussion and analysis of
financial condition and results of operations 8-11
PART II. OTHER INFORMATION 12
<PAGE>
PUBLIC STORAGE PROPERTIES V, LTD.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
----------------- -----------------
(Unaudited)
ASSETS
------
<S> <C> <C>
Cash and cash equivalents $ 242,000 $ 4,904,000
Marketable securities of affiliate (cost of $7,834,000) 14,933,000 14,433,000
Rent and other receivables 96,000 171,000
Real estate facilities, at cost:
Buildings and equipment 15,965,000 15,816,000
Land (including land held for sale of $230,000) 4,714,000 4,714,000
----------------- -----------------
20,679,000 20,530,000
Less accumulated depreciation (11,223,000) (10,751,000)
----------------- -----------------
9,456,000 9,779,000
Other assets 109,000 103,000
----------------- -----------------
Total assets $ 24,836,000 $ 29,390,000
================= =================
LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Accounts payable $ 277,000 $ 135,000
Deferred revenue 216,000 222,000
Note payable to commercial bank 15,025,000 -
Mortgage note payable - 21,742,000
Partners' equity:
Limited partners' equity, $500 per unit, 44,000 units
authorized, issued and outstanding 1,648,000 514,000
General partners' equity 571,000 178,000
Other comprehensive income 7,099,000 6,599,000
----------------- -----------------
Total partners' equity 9,318,000 7,291,000
----------------- -----------------
Total liabilities and partners' equity $ 24,836,000 $ 29,390,000
================= =================
</TABLE>
See accompanying notes.
2
<PAGE>
PUBLIC STORAGE PROPERTIES V, LTD.
CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------- -------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
REVENUES:
<S> <C> <C> <C> <C>
Rental income $ 1,921,000 $ 1,877,000 $ 3,787,000 $ 3,666,000
Dividends from marketable securities of affiliate 117,000 117,000 234,000 231,000
Other income 3,000 52,000 65,000 97,000
------------- ------------- ------------- -------------
2,041,000 2,046,000 4,086,000 3,994,000
------------- ------------- ------------- -------------
COSTS AND EXPENSES:
Cost of operations 479,000 464,000 949,000 947,000
Management fees paid to affiliates 115,000 112,000 226,000 219,000
Depreciation and amortization 240,000 215,000 475,000 431,000
Administrative 16,000 25,000 42,000 41,000
Interest expense 264,000 619,000 867,000 1,232,000
------------- ------------- ------------- -------------
1,114,000 1,435,000 2,559,000 2,870,000
------------- ------------- ------------- -------------
NET INCOME $ 927,000 $ 611,000 $ 1,527,000 $ 1,124,000
============= ============= ============= =============
Limited partners' share of net income ($34.36 per
unit in 1999 and $25.30 per unit in 1998) $ 1,512,000 $ 1,113,000
General partners' share of net income 15,000 11,000
------------- -------------
$ 1,527,000 $ 1,124,000
============= =============
</TABLE>
See accompanying notes.
3
<PAGE>
PUBLIC STORAGE PROPERTIES V, LTD.
CONDENSED STATEMENT OF PARTNERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Other Total
Limited General Comprehensive Partners'
Partners Partners Income Equity
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Balance at December 31, 1998 $ 514,000 $ 178,000 $ 6,599,000 $ 7,291,000
Unrealized gain on marketable
securities - - 500,000 500,000
Net income 1,512,000 15,000 - 1,527,000
Equity transfer (378,000) 378,000 - -
---------------- ---------------- ---------------- ----------------
Balance at June 30, 1999 $ 1,648,000 $ 571,000 $ 7,099,000 $ 9,318,000
================ ================ ================ ================
</TABLE>
See accompanying notes.
4
<PAGE>
PUBLIC STORAGE PROPERTIES V, LTD.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
---------------------------------------
1999 1998
---------------- ----------------
Cash flows from operating activities:
<S> <C> <C>
Net income $ 1,527,000 $ 1,124,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 472,000 431,000
Decrease (increase) in rent and other receivables 75,000 (14,000)
Amortization of prepaid loan fees - 41,000
Increase in other assets (6,000) -
Increase in accounts payable 142,000 150,000
(Decrease) increase in deferred revenue (6,000) 13,000
---------------- ----------------
Total adjustments 677,000 621,000
---------------- ----------------
Net cash provided by operating activities 2,204,000 1,745,000
---------------- ----------------
Cash flow from investing activities:
Purchase of marketable securities of affiliate - (435,000)
Additions to real estate facilities (149,000) (200,000)
---------------- ----------------
Net cash used in investing activities (149,000) (635,000)
---------------- ----------------
Cash flow from financing activities:
Proceeds from commercial bank 17,000,000 -
Principal payments on note payable to commercial bank (1,975,000) -
Principal payments on mortgage note payable (21,742,000) (258,000)
---------------- ----------------
Net cash used in financing activities (6,717,000) (258,000)
---------------- ----------------
Net (decrease) increase in cash and cash equivalents (4,662,000) 852,000
Cash and cash equivalents at beginning of period 4,904,000 2,963,000
---------------- ----------------
Cash and cash equivalents at end of period $ 242,000 $ 3,815,000
---------------- ----------------
Supplemental schedule of non-cash investing and financing activities:
(Increase) decrease in fair value of marketable securities $ (500,000) $ 661,000
---------------- ----------------
Unrealized gain (loss) on marketable securities $ 500,000 $ (661,000)
================ ================
</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, 1998.
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 June 30, 1999, the results of its operations for the six
months ended June 30, 1999 and 1998 and its cash flows for the six
months then ended.
3. The results of operations for the six months ended June 30, 1999 are not
necessarily indicative of the results expected for the full year.
4. Marketable securities at June 30, 1999 consist of 533,334 shares of
common stock of Public Storage, Inc., a publicly traded real estate
investment trust and a general partner of the Partnership. The
Partnership has designated its portfolio of marketable securities as
available for sale. Accordingly, at June 30, 1999, the Partnership has
recorded the marketable securities at fair value, based upon the closing
quoted prices of the securities at June 30, 1999. Changes in market
value of marketable securities are reflected as unrealized gains or
losses directly in Partners' Equity and accordingly have no effect on
net income.
5. On April 1, 1999, the Partnership borrowed $17,000,000 from a commercial
bank. The proceeds of the loan were used to repay the Partnership's
mortgage debt. The loan is unsecured and bears interest at the London
Interbank Offering Rate ("LIBOR") plus 0.60% to 1.20% depending on the
Partnership's interest coverage ratio (5.725% at June 30, 1999). The
loan requires monthly payments of interest and matures April 2003.
Principal may be paid, in whole or in part, at any time without penalty
or premium.
6
<PAGE>
5. (Continued)
The Partnership has entered into an interest rate swap agreement to
reduce the impact of changes in interest rates on a portion of its
floating rate debt. The agreement, which covers $15,000,000 of debt
through April, 2002 effectively changes the interest rate exposure from
floating rate to a fixed rate of 5.64% plus 0.60% to 1.20% based on the
Partnership's interest coverage ratio (6.24% as of June 30, 1999).
Market gains and losses on the value of the swap are deferred and
included in income over the life of the contract. The Partnership
records the differences paid or received on the interest rate swap in
interest expense as payments are made or received. As of June 30, 1999,
the unrealized loss on the interest rate swap, if required to be
liquidated, was approximately $40,000.
7
<PAGE>
PUBLIC STORAGE PROPERTIES V, LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
- --------------------------
When used within this document, the words "expects," "believes,"
"anticipates," "should," "estimates," and similar expressions are intended to
identify "forward-looking statements" within the meaning of that term in Section
27A of the Securities Exchange Act of 1933, as amended, and in Section 21F of
the Securities Exchange Act of 1934, as amended. Such forward-looking statements
involve known and unknown risks, uncertainties, and other factors, which may
cause the actual results and performance of the Partnership to be materially
different from those expressed or implied in the forward looking statements.
Such factors include the impact of competition from new and existing real estate
facilities which could impact rents and occupancy levels at the real estate
facilities that the Partnership has an interest in; the Partnership's ability to
effectively compete in the markets that it does business in; the impact of the
regulatory environment as well as national, state, and local laws and
regulations including, without limitation, those governing Partnerships; and the
impact of general economic conditions upon rental rates and occupancy levels at
the real estate facilities that the Partnership has an interest in.
RESULTS OF OPERATIONS
- ---------------------
THREE AND SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE AND SIX
MONTHS ENDED JUNE 30, 1998:
The Partnership's net income for the six months ended June 30, 1999 was
$1,527,000 compared to $1,124,000 for the six months ended June 30, 1998,
representing an increase of $403,000 or 36%. The Partnership's net income for
the three months ended June 30, 1999 was $927,000 compared to $611,000 for the
three months ended June 30, 1998, representing an increase of $316,000 or 52%.
These increases are primarily a result of increased operating results at the
Partnership's real estate facilities and a decrease in interest expense
resulting from the Partnership refinancing its outstanding debt.
Rental income for the six months ended June 30, 1999 was $3,787,000
compared to $3,666,000 for the six months ended June 30, 1998, representing an
increase of $121,000 or 3%. Rental income for the three months ended June 30,
1999 was $1,921,000 compared to $1,877,000 for the three months ended June 30,
1998, representing an increase of $44,000 or 2%. The increases for the three and
six months ended June 30, 1999 are attributable to increase in rental rates at
the Partnership's mini-warehouse and business-park facilities. Average
annualized realized rent at the mini-warehouse facilities for the six months
ended June 30, 1999 increased to $10.57 per occupied square foot from $10.17 per
occupied square foot for the six months ended June 30, 1998. Weighted average
occupancy levels at the mini-warehouse facility were 94% and 95% for the six
months ended June 30, 1999 and 1998, respectively. Rental income at the
Partnership's San Francisco business park facility increased by $4,000 for the
six months ended June 30, 1999 compared to the same period in 1998 due to
increase in rental rates. Average annualized realized rent for the six months
8
<PAGE>
ended June 30, 1999 increased to $16.05 per occupied square foot from $14.97 per
occupied square foot for the six months ended June 30, 1998. Weighted average
occupancy levels at the business park facility were 94% and 97% for the six
months ended June 30, 1999 and 1998, respectively.
Interest and other income decreased $32,000 for the six months ended
June 30, 1999 compared to the same period in 1998. The decrease is primarily a
result of the increase in the pay down of the Partnership note payable, which
resulted in lower cash balances and consequently less interest earned.
Dividend income from marketable securities of affiliate increased
$3,000 for the six months ended June 30, 1999 compared to the same period in
1998 due to an increase in the number of shares owned in 1999 compared to the
same period in 1998.
Cost of operations (including management fees paid to affiliates) for
the six months ended June 30, 1999 was $1,175,000 compared to $1,166,000 for the
six months ended June 30, 1998, representing an increase of $9,000 or 1%. Cost
of operations (including management fees paid to affiliates) for the three
months ended June 30, 1999 was $594,000 compared to $576,000 for the three
months ended June 30, 1998, representing an increase of $18,000 or 3%. This
increase is mainly attributable to increases in management fees, and advertising
and promotion expenses.
Interest expense was $867,000 in the six months ended June 30, 1999
from $1,232,000 in the same period in 1998, a $365,000 or 30% decrease. This
decrease is mainly attributable to a lower outstanding principal balance and
reduced interest rates on the Partnership's debt resulting from a refinancing of
the Partnership's debt. See Liquidity and Capital Resources for a discussion of
the refinancing of the Partnership's indebtedness in the second quarter of 1999.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash flows from operating activities ($2,204,000 for the six months
ended June 30, 1999) have been sufficient to meet all current obligations of the
Partnership.
At June 30, 1999, the Partnership held 533,334 shares of common stock
(marketable securities) with a fair value totaling $14,933,000 (cost basis of
$7,834,000 at June 30, 1999) in Public Storage, Inc. The Partnership recognized
$234,000 in dividends for the six months ended June 30, 1999.
On April 1, 1999, the Partnership borrowed $17,000,000 from a
commercial bank. The proceeds of the loan were used to repay the Partnership's
mortgage debt. The loan is unsecured and bears interest at the London Interbank
Offering Rate ("LIBOR") plus 0.60% to 1.20% depending on the Partnership's
9
<PAGE>
interest coverage ratio (5.725% at June 30, 1999). The loan requires monthly
payments of interest and matures April 2003. Principal may be paid, in whole or
in part, at any time without penalty or premium.
The Partnership has entered into an interest rate swap agreement to
reduce the impact of changes in interest rates on a portion of its floating rate
debt. The agreement, which covers $15,000,000 of debt through April, 2002
effectively changes the interest rate exposure from floating rate to a fixed
rate of 5.64% plus 0.60% to 1.20% based on the Partnership's interest coverage
ratio (6.24% at June 30, 1999). Market gains and losses on the value of the swap
are deferred and included in income over the life of the contract. The
Partnership records the differences paid or received on the interest rate swap
in interest expense as payments are made or received. As of June 30, 1999, the
unrealized loss on the interest rate swap, if required to be liquidated, was
approximately $40,000.
Year 2000 System Issues
- -----------------------
The Partnership utilizes Public Storage, Inc.'s ("PSI") information
systems in connection with a cost sharing and administrative services agreement.
PSI has completed an assessment of all of its hardware and software applications
to identify susceptibility to what is commonly referred to as the "Y2K Issue"
whereby certain computer programs have been written using two digits rather than
four to define the applicable year. Any of the PSI's computer programs or
hardware with the Y2K Issue that have date-sensitive applications or embedded
chips may recognize a date using "00" as the year 1900 rather than the year
2000, resulting in miscalculations or system failure causing disruptions of
operations.
PSI has two phases in its process with respect to each of its systems;
i) assessment, whereby PSI evaluates whether the system is Y2K compliant and
identifies the plan of action with respect to remediating any Y2K issues
identified and ii) implementation, whereby PSI completes the plan of action
prepared in the assessment phase and verifies that Y2K compliance has been
achieved.
Implementations have been completed on PSI's critical applications that
impact the Partnership, such as the general ledger, property operations, and
related systems. Contingency plans have been developed for use in case PSI's
assessment did not identify all Y2K issues, or if the implementation were
subsequently determined to not fully remediate Y2K issues that were identified.
While PSI presently believes that the impact of the Y2K Issue on its systems can
be mitigated, if PSI's plan for ensuring Year 2000 compliance and the related
contingency plans were to fail, be insufficient, or not be implemented on a
timely basis, Partnership operations could be materially impacted.
Certain of PSI's other non-computer related systems that may be
impacted by the Y2K Issue, such as security systems, have been evaluated. PSI
expects the implementation of the required solutions to be completed in advance
of December 31, 1999. Based upon its evaluation, PSI has no reason to believe
that lack of compliance or failure of required solutions would materially impact
the Partnership's operations.
10
<PAGE>
The Partnership exchanges electronic data with certain outside vendors
in the banking and payroll processing areas. The Partnership has been advised by
these vendors that their systems are or will be Year 2000 compliant, but has
requested a Year 2000 compliance certification from these entities. The
Partnership is not aware of any other vendors, suppliers, or other external
agents with a Y2K Issue that would materially impact the Partnership's results
of operations, liquidity, or capital resources. However, the Partnership has no
means of ensuring that external agents will be Year 2000 compliant, and there
can be no assurance that PSI has identified all such external agents. The
inability of external agents to complete their Year 2000 compliance process in a
timely fashion could materially impact the Partnership. The effect of
non-compliance by external agents is not determinable.
The cost of PSI's year 2000 compliance activities (which primarily
consists of the costs of new systems) to be allocated to the Partnership is
estimated at approximately $67,185. These costs are capitalized. PSI's year 2000
compliance efforts have not resulted in any significant deferrals in other
information system projects.
The costs of the projects and the date on which PSI expects to achieve
Year 2000 Compliance are based upon management's best estimates, and were
derived utilizing numerous assumptions of future events. There can be no
assurance that these estimates will be achieved, and actual results could differ
materially from those anticipated. There can be no assurance that PSI has
identified all potential Y2K Issues either within the Partnership, at PSI or at
external agents. In addition, the impact of the Y2K issue on governmental
entities and utility providers and the resultant impact on the Partnership, as
well as disruptions in the general economy, may be material but cannot be
reasonably determined or quantified.
11
<PAGE>
PART II. OTHER INFORMATION
Items 1 through 5 are inapplicable.
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: August 12, 1999
PUBLIC STORAGE PROPERTIES V, LTD.
BY: Public Storage, Inc.
General Partner
BY: /s/ John Reyes
--------------------------
John Reyes
Senior Vice President and
Chief Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000277925
<NAME> Public Storage Properties V, Ltd.
<MULTIPLIER> 1
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-START> Jan-01-1999
<PERIOD-END> Jun-30-1999
<EXCHANGE-RATE> 1
<CASH> 242,000
<SECURITIES> 14,933,000
<RECEIVABLES> 96,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 15,380,000
<PP&E> 20,679,000
<DEPRECIATION> (11,223,000)
<TOTAL-ASSETS> 24,836,000
<CURRENT-LIABILITIES> 493,000
<BONDS> 15,025,000
0
0
<COMMON> 0
<OTHER-SE> 9,318,000
<TOTAL-LIABILITY-AND-EQUITY> 24,836,000
<SALES> 0
<TOTAL-REVENUES> 4,086,000
<CGS> 0
<TOTAL-COSTS> 1,175,000
<OTHER-EXPENSES> 517,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 867,000
<INCOME-PRETAX> 1,527,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,527,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,527,000
<EPS-BASIC> 34.36
<EPS-DILUTED> 34.36
</TABLE>
