<PAGE>
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
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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 ________________________
Commission File Number 0-16876
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PS PARTNERS VIII, LTD., a California Limited Partnership
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(Exact name of registrant as specified in its charter)
California 95-4029178
- ---------------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 N. Brand Boulevard
Glendale, California 91203-1241
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 244-8080
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Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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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]
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DOCUMENTS INCORPORATED BY REFERENCE
NONE
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PART I
ITEM 1. BUSINESS.
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General
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PS Partners VIII, Ltd. (the "Partnership") is a publicly held limited
partnership formed under the California Revised Limited Partnership Act.
Commencing in March 1987, up to 150,000 units of limited partnership interest
("Units") were offered to the public in an interstate offering. The offering
was completed in December 1987 with 52,751 Units sold.
The Partnership was formed to invest in and operate existing self-service
facilities offering storage space for personal and business use (the "mini-
warehouses") and to invest up to 45% of the net proceeds of the offering in and
operate existing office and industrial properties. The Partnership's
investments were made through direct purchase of properties.
In 1995, there was a series of mergers among Public Storage Management,
Inc. (which was the Partnership's mini-warehouse operator), Public Storage, Inc.
and their affiliates (collectively, "PSMI"), culminating in the November 16,
1995 merger (the "PSMI Merger") of PSMI into Storage Equities, Inc. In the
PSMI Merger, Storage Equities, Inc.'s name was changed to Public Storage, Inc.
and it acquired substantially all of PSMI's United States real estate operations
and became the operator of the Partnership's mini-warehouse properties.
The Partnership's general partners (the "General Partners") are PSI and B.
Wayne Hughes ("Hughes"). PSI became a co-general partner in September 1993,
when PSI acquired the interest of PSI Associates, Inc. ("PSA"), an affiliate of
PSMI, relating to PSA's general partner capital contribution in the Partnership.
Hughes has been a general partner of the Partnership since its inception.
Hughes is the chairman of the board and chief executive officer of PSI, and
Hughes and members of his family (the "Hughes Family") is the major shareholder
of PSI. The Partnership is managed, and its investment decisions are made by
Hughes and the executive officers and directors of PSI. The limited partners
of the Partnership have no right to participate in the management or conduct of
its business affairs.
The Partnership's mini-warehouse properties are managed by PSI and the
Partnership's commercial properties are managed by Public Storage Commercial
Properties Group, Inc. ("PSCP"), pursuant to Management Agreements. PSI has a
95% economic interest and the Hughes Family has a 5% economic interest in PSCP.
PSI believes that it is the largest operator of mini-warehouse facilities in the
United States.
PSI's current relationship with the Partnership includes (i) PSI is a co-
general partner along with Hughes, who is chairman of the board and chief
executive officer of PSI, (ii) as of February 29, 1996, PSI owned approximately
40.18% of the Partnership's limited partnership units and (iii) PSI is the
operator of the Partnership's mini-warehouse facilities and owns approximately
95% of the Partnership's commercial property operator (PSCP).
Investments in Facilities
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The Partnership owns 6 properties. The Partnership purchased its last
property in February, 1988. Reference is made to the table in Item 2 for a
summary of information about the Partnership's properties.
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
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Mini-warehouses, which comprise the majority of the Partnership's
investments, 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.
2
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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 368 to 740 storage
spaces, most of which have between 25 and 400 square feet and an interior height
of approximately 8 to 12 feet.
The Partnership experiences minor seasonal fluctuations in the occupancy
levels of mini-warehouses with occupancies higher in the summer months than in
the winter months. The Partnership believes that these fluctuations result in
part from increased moving activity during the summer.
The Partnership's mini-warehouses are geographically diversified and are
generally located in heavily populated areas and close to concentrations of
apartment complexes, single family residences and commercial developments.
However, there may be circumstances in which it may be appropriate to own a
property in a less populated area, for example, in an area that is highly
visible from a major thoroughfare and close to, although not in, a heavily
populated area. Moreover, in certain population centers, land costs and zoning
restrictions may create a demand for space in nearby less populated areas.
As with most other types of real estate, the conversion of mini-warehouses
to alternative uses in connection with a sale or otherwise would generally
require substantial capital expenditures. However, the Partnership does not
intend to convert its mini-warehouses to other uses.
Commercial Properties
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The Partnership also owns one business park, located in Carson, California
which consists of three single story and one two-story buildings. The business
park includes both industrial and office space.
Investment Objectives and Polices; Sale or Financing of Investments
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The Partnership's objectives are to (i) preserve and protect invested
capital, (ii) maximize the potential for appreciation in value of its
properties, (iii) provide Federal income tax deductions so that during the early
years of property operations a portion of cash distributions may be treated as a
return of capital for tax purposes, and therefore, may not represent taxable
income to the limited partners and (iv) provide for cash distributions from
operations.
The Partnership will terminate on December 31, 2038 unless earlier
dissolved. The General Partners have no present intention to seek the
liquidation of the Partnership because they believe that it is not an opportune
time to sell mini-warehouses. Although the General Partners originally
anticipated a liquidation of the Partnership in 1993-1996, since the completion
of the Partnership's offering in 1987, significant changes have taken place in
the financial and real estate markets that must be taken into account in
considering the timing of any proposed sale or financing, including: (i) the
increased construction of mini-warehouses from 1984 to 1988, which has increased
competition, (ii) the general deterioration of the real estate market (resulting
from a variety of factors, including changes in tax laws), which has
significantly affected property values and decreased sales activities and (iii)
the reduced sources of real estate financing. Although conditions have
improved, these developments have resulted in a reduced market for the sale and
financing of commercial real estate, making this, in the view of the
Partnership, a less than optimal time to liquidate the real estate assets of the
Partnership.
In 1992, PSI offered Unitholders of the Partnership (and two other
affiliated partnerships) the right to exchange their Units for shares of PSI's
Common Stock. In connection with the exchange offer, the General Partners
indicated to Unitholders that they would continue to evaluate the advisability
of the sale of financing of the Partnership's properties and that at some point
prior to the expiration of the period originally estimated for the sale or
financing of the properties (1996 in the case of the Partnership), the General
Partners intended to conduct an analysis to determine the feasibility of a sale
or financing of the properties, to make a recommendation to Unitholders and to
retain independent appraisers to conduct a study of the current value of the
properties. Among the factors the General
3
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Partners would consider are the amount that might be realized from a sale or
financing, the real estate and financing markets at the time and the prospects
for changes in those markets.
PSI, a general partner of the Partnership, recently completed a tender
offer for Units in the Partnership. See Item 12
Operating Strategies
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The Partnership's mini-warehouses are operated by PSI under the "Public
Storage" name, which the Partnership believes is the most recognized name in the
mini-warehouse industry. The major elements of the Partnership's operating
strategies are as follows:
. Capitalize on Public Storage's name recognition. PSI, together with its
predecessor, has more than 20 years of operating experience in the mini-
warehouse business, and is the largest operator of mini-warehouses in the
United States. PSI has informed the Partnership that it is the largest
mini-warehouse facility operator in the United States in terms of both
number of facilities and rentable space operated. In the past eight
years, in excess of $56 million has been expended promoting the "Public
Storage" name. PSI believes that its marketing and advertising programs
improve its competitive position in the market. PSI believes that it is
the only mini-warehouse operator regularly using television advertising
in several major markets around the country, and its in-house Yellow
Pages staff designs and places advertisements in approximately 700
directories. In addition, PSI offers a toll-free referral system, 800-
44-STORE, which services approximately 100,000 calls per year from
potential customers inquiring as to the nearest Public Storage mini-
warehouse.
. Maintain high occupancy levels and increase realized rents. Subject to
market conditions, the Partnership generally seeks to achieve average
occupancy levels in excess of 90% and to eliminate promotions prior to
increasing rental rates. Average occupancy for the Partnership's mini-
warehouses has decreased from 92% in 1994 to 89% in 1995. Realized
monthly rents per square foot increased from $.70 in 1994 to $.73 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-warehouse 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 of
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 Operator."
Property Operators
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The Partnership's mini-warehouse properties are managed by PSI and the
Partnership's commercial properties are managed by PSCP pursuant to Management
Agreements.
Under the supervision of the Partnership, PSI and PSCP coordinate the
operation of the facilities, establish rental policies and rates, direct
marketing activity and direct the purchase of equipment and supplies,
maintenance activity, and the selection and engagement of all vendors, supplies
and independent contractors.
4
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PSI and PSCP engage, at the expense of the Partnership, employees for the
operation of the Partnership's facilities, including resident managers,
assistant managers, relief managers, and billing and maintenance personnel.
Some or all of these employees may be employed on a part-time basis and may also
be employed by other persons, partnerships, REITs or other entities owning
facilities operated by PSI or PSCP.
In the purchasing of services such as advertising (including broadcast
media advertising) and insurance, PSI and PSCP attempt to achieve economies by
combining the resources of the various facilities that they operate. Facilities
operated by PSI and PSCP 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 or PSCP adopt promotional programs, such as temporary rent
reductions, in selected areas or for individual facilities.
For as long as the respective Management Agreement is in effect, PSI has
granted the Partnership a non-exclusive license to use two PSI service marks and
related designs (and PSCP has granted the Partnership a non-exclusive license to
use a PSI service mark and related designs), including the "Public Storage"
name, in conjunction with rental and operation of facilities managed pursuant to
the Management Agreement. Upon termination of the respective Management
Agreement, the Partnership would no longer have the right to use the service
marks and related designs except as described below. The General Partners
believe that the loss of the right to use the service marks and related designs
could have a material adverse effect on the Partnership's business.
Each Management Agreement provides that the Management Agreement may be
terminated without cause upon 60 days written notice by the Partnership and upon
seven years notice by PSI or PSCP, as the case may be. Each Management
Agreement may also be terminated at any time by either party for cause, but if
terminated for cause by the Partnership, the Partnership retains the right to
use the service marks and related designs until a date seven years after such
termination.
Competition
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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's executive officers and directors 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.
5
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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 21 persons who render services on behalf of the Partnership.
These persons include resident managers, assistant managers, relief managers,
district managers, and administrative personnel. Some or all of these employees
may be employed on a part-time basis and may also be employed by other persons,
partnerships, REITs, or other entities owning facilities operated by PSI or
PSCP.
ITEM 2. PROPERTIES.
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The following table sets forth information as of December 31, 1995, about
properties owned by the Partnership. All of these properties are wholly-owned
by the Partnership.
<TABLE>
<CAPTION>
Net Rentable Number of Date of
Location Square Feet Space Acquisition
- -------- ------------ ----------- -----------
<S> <C> <C> <C>
CALIFORNIA
Anaheim 66,600 621 02-25-88
Lakeview Ave.
Carson (A) 77,300 34 05-27-87
Leapwood Ave.
FLORIDA
Plantation 51,400 510 10-16-87
South State Road 7
ILLINOIS
Oakbrook Terrace 64,700 740 07-15-87
Roosevelt Road
MARYLAND
Rockville 56,300 641 10-01-87
Frederick Road
TEXAS
San Antonio 52,200 368 08-20-87
Austin Hwy.
</TABLE>
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(A) Business Park
Weighted average occupancy levels for the mini-warehouse and business
park/office building facilities were 89% and 93%, respectively, in 1995 compared
to 92% and 93%, respectively, in 1994. In 1995, the monthly realized rent per
square foot for the mini-warehouse and business park/office building facilities
averaged $.73 and $.59, respectively, compared to $.70 and $.60, respectively,
in 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 the fourth quarter of 1995, an
independent environmental consulting firm completed environmental assessments on
the Partnership's properties to evaluate the environmental condition of, and
potential environmental liabilities of, such properties. Based on the
assessments, the Partnership believes that it is probable that it will incur
costs totaling $153,000 (in addition, approximately $16,000 was expended for the
assessments) for known environmental remediation requirements, for which the
Partnership has accrued and expensed at the end of 1995. The Partnership
expects to expend these funds over the next twelve months. 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.
ITEM 3. LEGAL PROCEEDINGS.
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No material legal proceeding is pending against the Partnership.
6
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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
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MATTERS.
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The Partnership has no common stock.
The Units are not listed on any national securities exchange or quoted on
the NASDAQ System, and there is no established public trading market for the
Units. Secondary sales activity for the Units has been limited and sporadic.
The General Partners monitor transfers of the Units (a) because the admission of
the transferee as a substitute limited partner requires the consent of the
General Partners under the Partnership's Amended and Restated 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 PSI has purchased Units. However, the General Partners
do not have information regarding the prices at which all secondary sale
transactions in the Units have been effectuated. Various organizations offer to
purchase and sell limited partnership interests (including securities of the
type such as the Units) in secondary sales transactions. Various publications
such as The Stanger Report summarize and report information (on a monthly,
bimonthly or less frequent basis) regarding secondary sales transactions in
limited partnership interests (including the Units), including the prices at
which such secondary sales transactions are effectuated.
In addition, Dean Witter Reynolds Inc., the dealer-manager for the
Partnership's initial offering of Units, has certain information with regard to
sale transactions in the Units.
Exclusive of the General Partners' interest in the Partnership, as of
December 31, 1995, there were approximately 1,469 record holders of Units.
In February 1995, PSI completed a cash tender offer is which PSI acquired
6,815 of the 52,751 outstanding limited partnership units in the Partnership at
$260 per Unit. As of February 29, 1996, PSI owned 21,194 Units in the
Partnership (40.18% of the outstanding Units).
The Partnership makes quarterly distributions of all "Cash Available for
Distribution" and will make distributions of all "Cash from Sales or
Refinancing." Cash Available for Distribution is cash flow from all sources
less cash necessary for any obligations or capital improvements, or reserves.
Reference is made to Items 6 and 7 hereof for information on the amount of
such distributions.
7
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ITEM 6. SELECTED FINANCIAL DATA.
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<TABLE>
<CAPTION>
For the Year Ended December 31,
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1995 1994 1993 1992 1991
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(In thousands, except per Unit data)
<S> <C> <C> <C> <C> <C>
Revenues $ 2,828 $ 2,802 $ 2,657 $ 2,562 $ 2,586
Depreciation and amortization 758 735 694 651 667
Net income 877 1,042 963 903 917
Limited partners' share 650 912 838 733 732
General partners' share 227 130 125 170 185
Limited partners' per unit data(a)
Net income $ 12.32 $ 17.29 $ 15.89 $ 13.90 $ 13.88
Cash distributions (b) $ 37.18 $ 20.40 $ 19.70 $ 27.45 $ 30.02
As of December 31,
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Cash and cash equivalents $ 217 $ 888 $ 510 $ 182 $ 415
Total assets $18,426 $19,594 $19,771 $20,003 $20,719
</TABLE>
(a) Limited Partners' per unit data is based on the weighted average number of
units outstanding during the period (52,751 for all periods presented).
(b) The General Partners distributed, concurrently with the distribution for
the third quarter of 1995, a portion of the operating reserve of the
Partnership estimated to be $10.14 per Unit.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
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AND RESULTS OF OPERATIONS
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Results of Operation
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YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994:
The Partnership's net income in 1995 was $877,000 compared to $1,042,000 in
1994, representing a decrease of $165,000, or 16%. The decrease was primarily a
result of increased environmental costs.
Property net operating income (rental income less cost of operations and
management fees and excluding depreciation expense) was $1,827,000 in 1995 and
$1,817,000 in 1994, representing an increase of $10,000.
Rental income for the Partnership's mini-warehouse operations was
$2,264,000 in 1995 compared to $2,251,000 in 1994, representing an increase of
$13,000. The increase in rental income was primarily attributable to increased
rental rates at the mini-warehouse facilities partially offset by decreased
occupancy levels. Weighted average occupancy levels at the mini-warehouse
facilities decreased from 92% in 1994 to 89% in 1995. The monthly realized rent
per square foot for the mini-warehouse facilities averaged $.73 in 1995 compared
to $.70 in 1994. Cost of operations (including management fees) decreased
$7,000 to $741,000 in 1995 from $748,000 in 1994. Accordingly, for the
Partnership's mini-warehouse operations, property net operating income increased
by $20,000 from $1,503,000 in 1994 to $1,523,000 in 1995.
8
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Rental income for the Partnership's business park operations was $519,000
in 1995 compared to $525,000 in 1994, representing a decrease of $6,000. The
decrease in rental income was primarily attributable to reduced rental rates.
Weighted average occupancy levels at the business park facility remained stable
at 93% in both 1995 and 1994. The monthly realized rent per square foot for the
business park facility averaged $.59 in 1995 compared to $.60 in 1994. Cost of
operations (including management fees) increased $4,000 to $215,000 in 1995 from
$211,000 in 1994. Accordingly, for the Partnership's business park facility,
property net operating income decreased by $10,000 from $314,000 in 1994 to
$304,000 in 1995.
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, an
independent environmental consulting firm completed environmental assessments on
the Partnership's properties to evaluate the environmental condition of, and
potential environmental liabilities of, such properties. Based on the
assessments, the Partnership believes that it is probable that it will incur
costs totaling $153,000 (in addition, approximately $16,000 was expended on the
assessments) for known environmental remediation requirements, for which the
Partnership has accrued and expensed at the end of 1995. The Partnership
expects to expend these funds over the next twelve months. 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.
YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993:
The Partnership's net income in 1994 was $1,042,000 compared to $963,000 in
1993, representing an increase of $79,000, or 8%. The increase was primarily a
result of improved property operations at the Partnership's mini-warehouse
facilities.
Property net operating income (rental income less cost of operations and
management fees and excluding depreciation expense) was $1,817,000 in 1994 and
$1,709,000 in 1993, representing an increase $108,000, or 6%.
Rental income was $2,776,000 in 1994 compared to $2,648,000 in 1993,
representing an increase of $128,000, or 5%. This increase was primarily
attributable to increased occupancy levels at the Partnership's mini-warehouse
and business park facilities combined with increased rental rates at the
Partnership's mini-warehouse facilities partially offset by reduced rental rates
at the business park facility. Weighted average occupancy levels at the mini-
warehouse and business park facilities were 92% and 93%, respectively, in 1994
compared to 91% and 90%, respectively, in 1993. The monthly realized rent per
square foot for the mini-warehouse and business park facilities averaged $.70
and $.60, respectively, in 1994 compared to $.66 and $.64, respectively, in
1993.
Cost of operations (including management fees) was $959,000 in 1994 and
$939,000 in 1993, representing an increase of $20,000, or 2%. The increase was
primarily attributable to increases in payroll, management fees, and repairs and
maintenance partially offset by a reduction in property taxes, commercial lease
commissions and advertising.
Liquidity and Capital Resources
- -------------------------------
The Partnership has adequate sources of cash to finance its operations,
both on a short-term and long-term basis, primarily by internally generated cash
from property operations combined with cash on-hand at December 31, 1995 of
approximately $217,000.
Cash flows from operating activities ($1,802,000 for the year ended
December 31, 1995) have been sufficient to meet all current obligations of the
Partnership. Capital improvements were $272,000, $181,000 and $209,000 in 1995,
1994 and 1993, respectively. The increase in capital improvements during 1995
is due principally due to the Partnership's business park facility where the
facility is being repainted, reconfigured following the vacancy of a long-term
tenant, and the roof and air conditioning refurbished. During 1996, the
Partnership anticipates approximately $249,000 of capital improvements.
9
<PAGE>
The Partnership expects to continue making quarterly distributions. Total
distributions paid to the General Partners and the limited partners (including
per Unit amounts) for 1995 and prior years were as follows:
<TABLE>
<CAPTION>
Total Per Unit
---------- ---------
<S> <C> <C>
1995 $2,201,000 $37.18
1994 1,208,000 20.40
1993 1,166,000 19.70
1992 1,625,000 27.45
1991 1,778,000 30.02
1990 1,554,000 26.24
1989 1,517,000 25.63
1988 1,480,000 25.01
1987 476,000 14.55
</TABLE>
The General Partners distributed, concurrently with the distribution for
the fourth quarter of 1991, a portion of the operating reserve and adjusted the
ongoing distribution level. The operating reserve that was distributed was
estimated at $7.45 per Unit. The General Partners distributed, concurrently
with the distribution for the third quarter of 1995, a portion of the operating
reserve of the Partnership estimated to be $10.14 per Unit. The 1996
distribution level is estimated to be $27.04 per Unit, assuming no material
change in property operations.
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. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
----------------------------------------------------
None.
10
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP.
---------------------------------------------------
The Partnership has no directors or executive officers.
The Partnership's General Partners are PSI and B. Wayne Hughes. PSI,
acting through its directors and executive officers, and Mr. Hughes manage and
make investment decisions for Partnership. The Partnership's properties are
operated and operated by PSI and PSCP, a subsidiary of PSI.
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:
<TABLE>
<CAPTION>
Name Positions with PSI
- ---------------------- -----------------------------------------------------
<S> <C>
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 and General Counsel
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
</TABLE>
B. Wayne Hughes, age 62, a general partner of the Partnership, has been a
director of PSI since its organization in 1980 and was President and Co-Chief
Executive Officer from 1980 until November 1991 when he became Chairman of the
Board and sole Chief Executive Officer. Mr. Hughes has been a director of
Storage Properties, Inc. ("SPI"), a real estate investment trust whose
investment adviser is PSI, since 1989. Since 1990, Mr. Hughes has been Chairman
of the Board of Public Storage Properties X, Inc., Public Storage Properties XI,
Inc., Public Storage Properties XII, Inc., Public Storage Properties XIV, Inc.,
Public Storage Properties XV, Inc., Public Storage Properties XVI, Inc., Public
Storage Properties XVII, Inc., Public Storage Properties XVIII, Inc., Public
Storage Properties XIX, Inc., Public Storage Properties XX, Inc., Partners
Preferred Yield, Inc., Partners Preferred Yield II, Inc. and Partners Preferred
Yield III, Inc. (collectively, the "Public Storage Properties REITs"), real
estate investment trusts organized by affiliates of PSMI. Mr. Hughes has been
active in the real estate investment field for over 25 years.
Harvey Lenkin, age 59, became President and a director of PSI in November
1991. He has been President of the Public Storage Properties REITs since 1990.
He was President of PSMI from January 1978 until September 1988, when he became
Chairman of the Board of PSMI and assumed overall responsibility for investment
banking and investor relations. In 1989, Mr. Lenkin became President and a
director of SPI.
Ronald L. Havner Jr., age 38, a certified public accountant, became an
officer of PSI in 1990, Chief Financial Officer in November 1991 and Senior Vice
President of PSI in November 1995. He was an officer of PSMI from 1986 to 1995
and Chief Financial Officer of PSMI and its affiliates from 1991 to November
1995. Mr. Havner has been an officer of SPI since 1989 and Chief Financial
Officer of SPI since November 1991. He has been a Vice President of the Public
Storage Properties REITS since 1990 and was Controller from 1990 to November
1995 when he became Chief Financial Officer.
11
<PAGE>
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.
Mr. Horne has been a Vice President of SPI since 1989 and of the Public Storage
Properties REITs since 1993. He is responsible for managing all aspects of
property acquisition for PSI.
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 Office 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 PSI and PSMI. He became a Senior Vice President and
General Counsel of PSI in November 1995. From December 1982 until May 1991, he
was a partner in the law firm of Sachs & Phelps, then counsel to PSI and PSMI.
John Reyes, age 35, a certified public accountant, joined PSMI in 1990 and
has been the Controller of PSI since 1992. He became a Vice President of PSI in
November 1995. From 1983 to 1990, Mr. Reyes was employed by Ernst & Young.
Sarah Hass, age 40, became Secretary of PSI in February 1992. She became a
Vice President of PSI in November 1995. She joined PSMI's legal department in
June 1991, rendering services on behalf of PSI and PSMI. From 1987 until May
1991, her professional corporation was a partner in the law firm of Sachs &
Phelps, then counsel to PSI and PSMI, and from April 1986 until June 1987, she
was associated with that firm, practicing in the area of securities law. From
September 1979 until September 1985, Ms. Hass was associated with the law firm
of Rifkind & Sterling, Incorporated.
Robert J. Abernethy, age 55, is President of American Standard Development
Company and of Self-Storage Management Company, which develop and operate mini-
warehouses. Mr. Abernethy has been a director of PSI since its organization.
He is a member of Johns Hopkins University and of the Los Angeles County
Metropolitan Transportation Authority and a former member of the board of
directors of the Metropolitan Water District of Southern California.
Dann V. Angeloff, age 60, is President of the Angeloff Company, a corporate
financial advisory firm. The Angeloff Company has rendered, and is expected to
continue to render, financial advisory and securities brokerage services for
PSI. Mr. Angeloff is the general partner of a limited partnership that owns a
mini-warehouse operated by PSI and which secures a note owned by PSI. Mr.
Angeloff has been a director of PSI since its organization. He is a director of
Compensation Resource Group, Datametrics Corporation, Nicholas/Applegate Growth
Equity Fund, Nicholas/Applegate Investment Trust, Royce Medical Company, Seda
Specialty Packaging Corp., and SPI.
William C. Baker, age 62, became a director of PSI in November 1991. From
April 1993 through May 1995, Mr. Baker was President of Red Robin International,
Inc., an operator and franchiser of casual dining restaurants in the United
States and Canada. Since January 1992, he has been Chairman and Chief Executive
Officer of Carolina Restaurant Enterprises, Inc., a franchisee of Red Robin
International, Inc. From 1976 to 1988, he was a principal shareholder and
Chairman and Chief Executive Officer of Del Taco, Inc., an operator and
franchiser of fast food restaurants in California. Mr. Baker is a director of
Santa Anita Realty Enterprises, Inc., Santa Anita Operating Company and Callaway
Golf Company.
12
<PAGE>
Uri P. Harkham, age 47, became a director of PSI in March 1993. Mr.
Harkham has been the President and Chief Executive Officer of the Jonathan
Martin Fashion Group, which specializes in designing, manufacturing and
marketing women's clothing, since its organization in 1976. Since 1978, Mr.
Harkham has been the Chairman of the Board of Harkham Properties, a real estate
firm specializing in buying and managing fashion warehouses in Los Angeles and
Australia.
Berry Holmes, age 65, is a private investor. Mr. Holmes has been a
director of PSI since its organization. He was President and a director of
Financial Corporation of Santa Barbara and Santa Barbara Savings and Loan
Association through 1983 and was a consultant with Santa Barbara Savings and
Loan Association during 1984. Mr. Holmes is a director of SPI.
Pursuant to Articles 16 and 17 of the Partnership's Amended and Restated
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. 33-5892, each of the General Partners
continues to serve until (i) death, insanity, insolvency, bankruptcy or
dissolution, (ii) withdrawal with the consent of the other general partner and a
majority vote of the limited partners, or (iii) removal by a majority vote of
the limited partners.
Each director of PSI serves until he resigns or is removed from office by
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 at any
time with or without cause.
There have been no events under any bankruptcy act, no criminal
proceedings, and no judgments or injunctions material to the evaluation of the
ability of any director or executive officer of PSI during the past five years.
ITEM 11. EXECUTIVE COMPENSATION.
----------------------
The Partnership has no subsidiaries, directors or officers. See Item 13
for a description of certain transactions between the Partnership and the
General Partners and their affiliates.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
--------------------------------------------------- ----------
(a) At February 29, 1996, PSI owned the following number of Units of the
Partnership:
<TABLE>
<CAPTION>
Title Amount of Percent
of Name and Address of Beneficial of
Class Beneficial Owner Ownership Class
- ----------------- -------------------------- ------------ --------
<S> <C> <C> <C>
Units of Limited Public Storage, Inc.
Partnership 600 North Brand Blvd.
Interest Glendale, California 91203 21,194 units 40.18%
</TABLE>
The Partnership is not aware of any other beneficial owners of
more than 5% of the Units.
In February 1995, PSI completed a cash tender offer in which PSI
acquired 6,815 of the 52,751 outstanding limited partnership units in the
Partnership at $260 per Unit.
(b) The Partnership has no officers and directors.
The General Partners (or their predecessor-in-interest) have
contributed $266,000 to the capital of the Partnership representing 1% of
the aggregate capital contributions and as a result participate in the
distributions to the limited partners and in the Partnership's profits and
losses in the same proportion that the general partners' capital
contribution bears to the total capital contribution. Information regarding
ownership of the Units by PSI, a General Partner, is set forth under
section (a) above. The directors and executive officers of PSI, as a
group, do not own any units.
(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
13
<PAGE>
Partnership Agreement, which provide, in substance, that the limited
partners shall have the right, by majority vote, to remove a general
partner and that a general partner may designate a successor with the
consent of the other general partner and a majority of the limited
partners.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
----------------------------------------------
The Partnership Agreement provides that the General Partners and their
affiliates are entitled to the following compensation:
1. Incentive distributions equal to 10% of Cash Flow from Operations.
2. Provided the limited partners have received distributions equal to
100% of their investment plus a cumulative 8% per year (not
compounded) on their investment (reduced by distributions other
than from Cash Flow from Operations), subordinated incentive
distributions equal to 15% of remaining Cash from Sales or
Refinancings.
3. Provided the limited partners have received distributions equal to
100% of their capital contributions plus a cumulative 6% per year
(not compounded) on their investment (reduced by distributions
other than distributions from Cash Flow from Operations), brokerage
commissions at the lesser of 3% of the sales price of a property or
50% of a competitive commission.
During 1995, approximately $220,000 was paid to PSI with respect to items
1, 2, and 3 above.
The Partnership has Management Agreements with PSI (as successor-in-
interest to PSMI) and PSCP. Under the Management Agreements, the Partnership
pays PSI (and previously paid PSMI) a fee of 6% of the gross revenues of the
mini-warehouse spaces operated for the Partnership, and pays PSCP a fee of 5% of
the gross revenues of the Partnership's non-mini-warehouse space. During 1995,
the Partnership paid or accrued fees of $119,000 to PSMI, $17,000 to PSI, and
$26,000 to PSCP pursuant to the Management Agreements.
14
<PAGE>
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 Consolidated Financial
Statements and Financial Statement Schedules.
2. Financial Statement Schedules: See Index to Consolidated
Financial Statements and Financial Statement Schedules.
3. Exhibits: See Exhibit Index contained herein.
(b) Reports on Form 8-K.
None
(c) Exhibits: See Exhibit Index contained herein.
15
<PAGE>
PS PARTNERS VIII LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
INDEX TO EXHIBITS
3.1 Amended and Restated Agreement of Limited Partnership. Previously
filed with the Securities and Exchange Commission as an Exhibit to the
Storage Equities, Inc. Registration Statement No. 33-43750 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 Amended Management Agreement dated February 21, 1995 between Storage
Equities, Inc. and Public Storage Commercial Properties Group, Inc.
Previously filed with the Securities and Exchange Commission as an
exhibit to the Partnership's Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated herein by reference.
27. Financial data schedule. Filed herewith.
16
<PAGE>
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.
PS PARTNERS VIII, LTD.,
a California Limited Partnership
Dated: March 25, 1996 By: Public Storage, Inc., General Partner
By: /s/ B Wayne Hughes
--------------------------------------------
B. Wayne Hughes, Chairman of the Board
By: /s/ B Wayne Hughes
--------------------------------------------
B. Wayne Hughes, General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Partnership in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- ---------------------------- --------------------------- --------------
<S> <C> <C>
/s/ B Wayne Hughes Chairman of the Board and March 25, 1996
- ----------------------------- Chief Executive Officer of
B. Wayne Hughes Public Storage, Inc. and
General Partner
(principal executive officer)
/s/ Harvey Lenkin President and Director March 25, 1996
- ----------------------------- of Public Storage, Inc.
Harvey Lenkin
/s/ Ronald L. Havner, Jr. Senior Vice President and March 25, 1996
- ----------------------------- Chief Financial Officer
Ronald L. Havner, Jr. of Public Storage, Inc.
(principal financial officer)
/s/ John Reyes Vice President and Controller March 25, 1996
- ----------------------------- of Public Storage, Inc.
John Reyes (principal accounting officer)
/s/ Robert J. Abernethy Director of Public March 25, 1996
- ----------------------------- Storage, Inc.
Robert J. Abernethy
/s/ Dann V. Angeloff Director of Public March 25, 1996
- ----------------------------- Storage, Inc.
Dann V. Angeloff
/s/ William C. Baker Director of Public March 25, 1996
- ----------------------------- Storage, Inc.
William C. Baker
/s/ Uri P. Harkham Director of Public March 25, 1996
- ----------------------------- Storage, Inc.
Uri P. Harkham
/s/ Berry Holmes Director of Public March 25, 1996
- ----------------------------- Storage, Inc.
Berry Holmes
</TABLE>
17
<PAGE>
PS PARTNERS VIII, LTD.,
a California Limited Partnership
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(Item 14 (a))
<TABLE>
<CAPTION>
Page
References
----------
<S> <C>
Report of Independent Auditors F-1
Financial Statements and Schedules:
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' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6 - F-8
Schedule
III - Real Estate and Accumulated Depreciation F-9 - F-10
</TABLE>
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.
18
<PAGE>
Report of Independent Auditors
The Partners
PS Partners VIII, Ltd., a California Limited Partnership
We have audited the balance sheets of PS Partners VIII, Ltd., a California
Limited Partnership as of December 31, 1995 and 1994 and the related statements
of income, partners' equity, and cash flows for each of the three years in the
period ended December 31, 1995. Our audits also included the financial
statement 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 PS Partners VIII, Ltd., a
California Limited Partnership 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
Los Angeles, CA
March 11, 1996
F-1
<PAGE>
<TABLE>
<CAPTION>
PS PARTNERS VIII, LTD.,
a California Limited Partnership
BALANCE SHEETS
December 31, 1995 and 1994
1995 1994
------------ ----------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 217,000 $ 888,000
Rent and other receivables 9,000 12,000
Real estate facilities, at cost:
Land 7,461,000 7,461,000
Buildings and equipment 16,213,000 15,941,000
----------- -----------
23,674,000 23,402,000
Less accumulated depreciation (5,501,000) (4,743,000)
------------ -----------
18,173,000 18,659,000
Other assets 27,000 35,000
----------- -----------
$18,426,000 $19,594,000
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Accounts payable $ 324,000 $ 153,000
Advance payments from renters 112,000 127,000
Partners' equity:
Limited partners' equity, $500 per
unit, 150,000 units authorized,
52,751 issued and outstanding 17,776,000 19,087,000
General partners' equity 214,000 227,000
----------- -----------
Total partners' equity 17,990,000 19,314,000
----------- -----------
$18,426,000 $19,594,000
=========== ===========
</TABLE>
See accompanying notes.
F-2
<PAGE>
PS PARTNERS VIII, LTD.,
a California Limited Partnership
STATEMENTS OF INCOME
For the years ended December 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
REVENUE:
Rental income $2,783,000 $2,776,000 $2,648,000
Interest income 45,000 26,000 9,000
---------- ---------- ----------
2,828,000 2,802,000 2,657,000
---------- ---------- ----------
COSTS AND EXPENSES:
Cost of operations 794,000 797,000 786,000
Management fees 162,000 162,000 153,000
Depreciation and amortization 758,000 735,000 694,000
Administrative 68,000 66,000 61,000
Environmental costs 169,000 - -
---------- ---------- ----------
1,951,000 1,760,000 1,694,000
---------- ---------- ----------
NET INCOME $ 877,000 $1,042,000 $ 963,000
========== ========== ==========
Limited partners' share of net income
($12.32, $17.29, and $15.89 per unit in
1995, 1994, and 1993, respectively) $ 650,000 $ 912,000 $ 838,000
General partners' share of net income 227,000 130,000 125,000
---------- ---------- ----------
$ 877,000 $1,042,000 $ 963,000
========== ========== ==========
</TABLE>
See accompanying notes.
F-3
<PAGE>
PS PARTNERS VIII, LTD.,
a California Limited Partnership
STATEMENTS OF PARTNERS' EQUITY
For the years ended December 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
Limited General
Partners Partners Total
----------- --------- -----------
<S> <C> <C> <C>
Balances at December 31, 1992 $19,452,000 $ 231,000 $19,683,000
Net income 838,000 125,000 963,000
Distributions (1,039,000) (127,000) (1,166,000)
----------- --------- -----------
Balances at December 31, 1993 19,251,000 229,000 19,480,000
Net income 912,000 130,000 1,042,000
Distributions (1,076,000) (132,000) (1,208,000)
----------- --------- -----------
Balances at December 31, 1994 19,087,000 227,000 19,314,000
Net income 650,000 227,000 877,000
Distributions (1,961,000) (240,000) (2,201,000)
----------- --------- -----------
Balances at December 31, 1995 $17,776,000 $ 214,000 $17,990,000
=========== ========= ===========
</TABLE>
See accompanying notes.
F-4
<PAGE>
PS PARTNERS VIII, LTD.,
a California Limited Partnership
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
1995 1994 1993
------------ ------------ -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 877,000 $ 1,042,000 $ 963,000
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 758,000 735,000 694,000
Decrease in rent and other receivables 3,000 3,000 84,000
Decrease (increase) in other assets 8,000 (2,000) (9,000)
Increase (decrease) in accounts payable 171,000 4,000 (41,000)
(Decrease) increase in advance payments from renters (15,000) (15,000) 12,000
----------- ----------- -----------
Total adjustments 925,000 725,000 740,000
----------- ----------- -----------
Net cash provided by operating activities 1,802,000 1,767,000 1,703,000
----------- ----------- -----------
Cash flows from investing activities:
Additions to real estate facilities (272,000) (181,000) (209,000)
----------- ----------- -----------
Net cash used in investing activities (272,000) (181,000) (209,000)
----------- ----------- -----------
Cash flows from financing activities:
Distributions to partners (2,201,000) (1,208,000) (1,166,000)
----------- ----------- -----------
Net cash used in financing activities (2,201,000) (1,208,000) (1,166,000)
----------- ----------- -----------
Net (decrease) increase in cash and cash equivalents (671,000) 378,000 328,000
Cash and cash equivalents at the beginning of the year 888,000 510,000 182,000
----------- ----------- -----------
Cash and cash equivalents at the end of the year $ 217,000 $ 888,000 $ 510,000
=========== =========== ===========
</TABLE>
See accompanying notes.
F-5
<PAGE>
PS PARTNERS VIII, LTD.,
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
1. Summary of Significant Accounting Policies and Partnership Matters
------------------------------------------------------------------
Description of Partnership
--------------------------
PS Partners VIII, Ltd., a California Limited Partnership (the
"Partnership") was formed with the proceeds of an interstate public
offering. PSI Associates II, Inc. ("PSA"), an affiliate of Public Storage
Management, Inc., organized the Partnership along with B. Wayne Hughes
("Hughes"). In September 1993, Storage Equities, Inc,, now known as Public
Storage, Inc. ("PSI"), a California corporation, acquired the interest of
PSA relating to its general partner capital contribution in the Partnership
and was substituted as a co-general partner in place of PSA.
In 1995, there was a series of mergers among Public Storage
Management, Inc. (which was the Partnership's mini-warehouse operator),
Public Storage, Inc. and their affiliates (collectively, "PSMI"),
culminating in the November 16, 1995 merger (the "PSMI Merger") of PSMI
into Storage Equities, Inc. In the PSMI merger, Storage Equities, Inc.'s
name was changed to Public Storage, Inc. and it acquired substantially all
of PSMI's United States real estate operations, and became the operator of
the Partnership's mini-warehouse properties.
The Partnership has invested in existing mini-warehouse storage
facilities which offer self-service storage spaces for lease, usually on a
month-to-month basis, to the general public. The Partnership has also
invested in an existing business park facility which offers industrial and
office space for lease.
Depreciation and Amortization
-----------------------------
The Partnership depreciates the buildings and equipment on the
straight-line method over estimated useful lives of 25 and 5 years,
respectively. Leasing commissions relating to business park properties are
expensed when incurred.
Revenue Recognition
-------------------
Property rents are recognized as earned.
Allocation of Net Income
------------------------
The General Partners' share of net income consists of an amount
attributable to their 1% capital contribution and an additional percentage
of cash flow (as defined, see note 2) which relates to the General
Partners' share of cash distributions as set forth in the Partnership
Agreement. All remaining net income is allocated to the limited partners.
Per Unit Data
-------------
Per unit data is based on the weighted average number of limited
partnership units (52,751) outstanding during the year.
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 the fourth quarter of
1995, an independent environmental consulting firm completed environmental
assessments on the Partnership's properties to evaluate the environmental
condition of, and potential environmental liabilities of, such properties.
Based on the assessments, the Partnership believes that it is probable that
it will incur costs totaling $153,000 (in addition, approximately $16,000
was expended for the assessments) for known environmental remediation
requirements, for which the Partnership has accrued and expensed at the end
of 1995. The Partnership expects to expend these funds over the next
twelve months. Although there can be no
F-6
<PAGE>
PS PARTNERS VIII, LTD.,
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
1. Summary of Significant Accounting Policies and Partnership Matters
------------------------------------------------------------------
(continued)
-----------
Environmental Cost (continued)
------------------------------
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.
Cash Distributions
------------------
The Partnership Agreement provides for quarterly distributions of cash
flow from operations (as defined). Cash distributions per unit were
$37.18, $20.40 and $19.70 during 1995, 1994 and 1993, respectively.
Cash and Cash Equivalents
-------------------------
For financial statement purposes, the Partnership considers all highly
liquid investments purchased with a maturity of three months or less to be
cash equivalents.
2. General Partners' Equity
------------------------
The General Partners have a 1% interest in the Partnership. In
addition, the General Partners have a 10% interest in cash distributions
attributable to operations, exclusive of distributions attributable to
sales and refinancing proceeds.
Proceeds from sales and refinancings will be distributed entirely to
the limited partners until the limited partners recover their investment
plus a cumulative 8% annual return (not compounded). Thereafter, the
General Partners have a 15% interest in remaining proceeds.
3. Related Party Transactions
--------------------------
PSI operates the Partnership's mini-warehouses for a "management fee"
equal to 6% of gross revenue (as defined) and Public Storage Commercial
Properties Group, Inc. ("PSCP") manages the commercial properties for a
"management fee" equal to 5% of gross revenue (as defined).
PSI has a 95% economic interest, and Hughes and family members of
Hughes have a 5% economic interest in PSCP.
4. Leases
------
The Partnership has invested primarily in existing mini- warehouse
storage facilities which offer self-storage spaces for lease to the general
public. Leases for such space are usually on a month-to-month basis.
The Partnership has also invested in a commercial property which is
operated as a business park. Leases for such space are generally long-term
non-cancelable operating leases. At December 31, 1995, the minimum rents
receivable under such non-cancelable leases are as follows:
<TABLE>
<S> <C>
1996 $450,000
1997 269,000
1998 39,000
Thereafter -
--------
$758,000
========
</TABLE>
F-7
<PAGE>
PS PARTNERS VIII, LTD.,
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
5. Taxes Based on Income
---------------------
Taxes based on income are the responsibility of the individual
partners and, accordingly, the Partnership's consolidated financial
statements do not reflect a provision for such taxes.
Taxable net income was $1,153,000, $1,191,000 and $1,101,000 for the
years ended December 31, 1995, 1994 and 1993, respectively. The difference
between taxable income and book income is primarily related to timing
differences in depreciation expense.
F-8
<PAGE>
<TABLE>
<CAPTION>
PS PARTNERS VIII, LTD.
SCHEDULE III - REAL ESTATE
AND ACCUMULATED DEPRECIATION
Costs
subsequent Gross Carrying Amount
Initial Cost to At December 31, 1995
---------------------- acquisition ----------------------------------------------
Date Building & Building & Building & Accumulated
Acquired Description Encumbrances Land Improvements Improvements Land improvements Total Depreciation
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mini-warehouse
7/87 Oakbrook Terrace - 912,000 2,688,000 538,000 912,000 3,226,000 4,138,000 1,099,000
10/87 Plantation/S. State Rd. - 924,000 1,801,000 223,000 924,000 2,024,000 2,948,000 667,000
2/88 Anaheim/Lakeview - 995,000 1,505,000 440,000 995,000 1,945,000 2,940,000 611,000
8/87 San Antonio/Austin Hwy. - 400,000 850,000 124,000 400,000 974,000 1,374,000 324,000
10/87 Rockville/Fredrick Rd. - 1,695,000 3,305,000 590,000 1,695,000 3,895,000 5,590,000 1,284,000
Business Park
5/87 Carson/Leapwood - 2,535,000 3,165,000 984,000 2,535,000 4,149,000 6,684,000 1,516,000
----------------------------------------------------------------------------------------------
$ - $7,461,000 $13,314,000 $2,899,000 $7,461,000 $16,213,000 $23,674,000 $5,501,000
==============================================================================================
</TABLE>
F-9
<PAGE>
PS PARTNERS VIII, LTD.
SCHEDULE III - REAL ESTATE
AND ACCUMULATED DEPRECIATION
(a) The following is a reconciliation of cost and related accumulated
depreciation.
GROSS CARRYING COST RECONCILIATION
<TABLE>
<CAPTION>
For the year ended December 31,
-----------------------------------------
1995 1994 1993
-----------------------------------------
<S> <C> <C> <C>
Balance at the beginning of the period $23,402,000 $23,221,000 $23,012,000
Additions during the period:
Improvements, etc. 272,000 181,000 209,000
------------------------------------------
Balance at the end of the period $23,674,000 $23,402,000 $23,221,000
==========================================
</TABLE>
ACCUMULATED DEPRECIATION RECONCILIATION
<TABLE>
<CAPTION>
For the year ended December 31,
---------------------------------------
1995 1994 1993
---------------------------------------
<S> <C> <C> <C>
Balance at the beginning of the period $ 4,743,000 $ 4,029,000 $ 3,335,000
Additions during the period:
Depreciation 758,000 714,000 694,000
------------------------------------------
Balance at the end of the period $ 5,501,000 $ 4,743,000 $ 4,029,000
==========================================
</TABLE>
(b) The aggregate cost of real estate for Federal Income Tax purposes is
$23,484,000.
F-10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 217,000
<SECURITIES> 0
<RECEIVABLES> 9,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 226,000
<PP&E> 23,674,000
<DEPRECIATION> (5,501,000)
<TOTAL-ASSETS> 18,426,000
<CURRENT-LIABILITIES> 436,000
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 17,990,000
<TOTAL-LIABILITY-AND-EQUITY> 18,426,000
<SALES> 2,783,000
<TOTAL-REVENUES> 2,828,000
<CGS> 956,000
<TOTAL-COSTS> 956,000
<OTHER-EXPENSES> 995,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 877,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 877,000
<EPS-PRIMARY> 12.32
<EPS-DILUTED> 0
</TABLE>
