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 September 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
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Commission File Number 0-8667
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PUBLIC STORAGE PROPERTIES, LTD.
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(Exact name of registrant as specified in its charter)
California 95-3196921
- ---------------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
701 Western Ave.
Glendale, California 91201-2349
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(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
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INDEX
Page
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PART I. FINANCIAL INFORMATION
Condensed balance sheets at September 30, 1999
and December 31, 1998 2
Condensed statements of income for the three
and nine months ended September 30, 1999 and 1998 3
Condensed statement of partners' deficit for the
nine months ended September 30, 1999 4
Condensed statements of cash flows for the
nine months ended September 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
Item 6 Exhibits and Reports on Form 8-K 12
PUBLIC STORAGE PROPERTIES, LTD.
CONDENSED BALANCE SHEETS
September 30, December 31,
1999 1998
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(Unaudited)
ASSETS
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Cash and cash equivalents $ 114,000 $ 248,000
Rent and other receivables 31,000 36,000
Real estate facilities, at cost:
Building, land improvements and equipment 8,555,000 8,440,000
Land 2,511,000 2,511,000
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11,066,000 10,951,000
Less accumulated depreciation (6,423,000) (5,990,000)
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4,643,000 4,961,000
Other assets 105,000 104,000
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Total assets $ 4,893,000 $ 5,349,000
=============== ===============
LIABILITIES AND PARTNERS' DEFICIT
---------------------------------
Accounts payable $ 72,000 $ 96,000
Deferred revenue 135,000 127,000
Note payable to commercial bank 9,875,000 12,000,000
Partners' deficit:
Limited partners' deficit, $500 per unit, 20,000 units
authorized, issued and outstanding (3,853,000) (5,104,000)
General partners' deficit (1,336,000) (1,770,000)
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Total partners' deficit (5,189,000) (6,874,000)
--------------- ---------------
Total liabilities and partners' deficit $ 4,893,000 $ 5,349,000
=============== ===============
See accompanying notes.
2
PUBLIC STORAGE PROPERTIES, LTD.
CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
REVENUES:
Rental income $ 1,296,000 $ 1,164,000 $ 3,709,000 $ 3,431,000
Other income 1,000 2,000 6,000 17,000
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1,297,000 1,166,000 3,715,000 3,448,000
------------- ------------- ------------- -------------
COSTS AND EXPENSES:
Cost of operations 281,000 272,000 859,000 792,000
Management fees paid to affiliate 78,000 69,000 223,000 205,000
Depreciation 146,000 128,000 433,000 364,000
Administrative 14,000 13,000 56,000 48,000
Interest expense 143,000 243,000 459,000 817,000
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662,000 725,000 2,030,000 2,226,000
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NET INCOME $ 635,000 $ 441,000 $ 1,685,000 $ 1,222,000
============= ============= ============= =============
Limited partners' share of net income ($83.40 per
unit in 1999 and $60.45 per unit in 1998) $ 1,668,000 $ 1,209,000
General partners' share of net income 17,000 13,000
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$ 1,685,000 $ 1,222,000
============= =============
See accompanying notes.
3
PUBLIC STORAGE PROPERTIES, LTD.
CONDENSED STATEMENT OF PARTNERS' DEFICIT
(UNAUDITED)
Total
Limited General Partners'
Partners Partners Deficit
----------------- ----------------- -----------------
Balance at December 31, 1998 $ (5,104,000) $ (1,770,000) $ (6,874,000)
Net income 1,668,000 17,000 1,685,000
Equity transfer (417,000) 417,000 -
----------------- ----------------- -----------------
Balance at September 30, 1999 $ (3,853,000) $ (1,336,000) $ (5,189,000)
================= ================= =================
See accompanying notes.
4
PUBLIC STORAGE PROPERTIES, LTD.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
September 30,
-------------------------------------
1999 1998
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Cash flows from operating activities:
Net income $ 1,685,000 $ 1,222,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 433,000 364,000
Decrease in rent and other receivables 5,000 7,000
Amortization of prepaid loan fees - 25,000
Increase in other assets (1,000) (2,000)
(Decrease) Increase in accounts payable (24,000) 120,000
Increase in deferred revenue 8,000 5,000
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Total adjustments 421,000 519,000
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Net cash provided by operating activities 2,106,000 1,741,000
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Cash flows from investing activities:
Additions to real estate facilities (115,000) (346,000)
---------------- ----------------
Net cash used in investing activities (115,000) (346,000)
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Cash flows from financing activities:
Principal payments on note payable to commercial bank (2,125,000) -
Principal payments on mortgage note payable - (12,242,000)
Proceeds from note payable to general partner - 11,000,000
Principal payment on note payable to general partner - (530,000)
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Net cash used in financing activities (2,125,000) (1,772,000)
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Net decrease in cash and cash equivalents (134,000) (377,000)
Cash and cash equivalents at the beginning of the period 248,000 546,000
---------------- ----------------
Cash and cash equivalents at the end of the period $ 114,000 $ 169,000
================ ================
See accompanying notes.
5
PUBLIC STORAGE PROPERTIES, 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 September 30, 1999, the results of its operations for the
three and nine months ended September 30, 1999 and 1998 and its cash
flows for the nine months then ended.
3. The results of operations for the three and nine months ended September
30, 1999 are not necessarily indicative of the results expected for the
full year.
4. On June 1, 1998, the Partnership paid down its mortgage note with a
third party lender by $11,641,000. The payment was made from cash
reserves and an $11,000,000 loan from Public Storage, Inc., a general
partner of the Partnership. The loan from Public Storage, Inc. required
monthly interest payments at fixed rate of 7.3% and was scheduled to
mature June 1999. The loan to Public Storage, Inc. was paid off in
October 1998 from proceeds from a loan with a commercial bank.
5. During October 1998, the Partnership borrowed $12,400,000 from a
commercial bank to payoff the loan from Public Storage, Inc. and the
mortgage note with a third party. The loan is unsecured and bears
interest at the London Interbank Offering Rate ("LIBOR") plus 0.55%
(5.96% as of September 30, 1999). The loan requires monthly payments of
interest and matures October 2002. Principal may be paid, in whole or
in part, at any time without penalty or premium.
6
5. (continued)
The Partnership also entered into interest rate swap agreements to
reduce the impact of changes in interest rates on a portion of its
floating rate debt. The agreement, which covers $5,000,000 of debt
through October 2000, effectively changes the interest rate exposure
from floating rate to a fixed rate of 5.205%. The second agreement,
which covers $2,500,000 of debt through October 2001 and effectively
changes the interest rate exposure from floating rate to a fixed rate of
5.33%. 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 September 30,
1999 the unrealized gain on the interest swap, if required to be
liquidated was approximately $150,000.
7
PUBLIC STORAGE PROPERTIES, LTD.,
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
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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
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THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE AND
NINE MONTHS ENDED SEPTEMBER 30, 1998:
The Partnership's net income for the nine months ended September 30,
1999 was $1,685,000 compared to $1,222,000 for the nine months ended September
30, 1998, representing an increase of $463,000 or 38%. The Partnership's net
income for the three months ended September 30, 1999 was $635,000 compared to
$441,000 for the three months ended September 30, 1998, representing an increase
of $194,000 or 44%. These increases are primarily a result of increased property
operating results combined with a decrease in interest expense resulting from
the October 1998 refinancing of the outstanding debt.
Rental income for the nine months ended September 30, 1999 was
$3,709,000 compared to $3,431,000 for the nine months ended September 30,1998,
representing an increase of $278,000 or 8%. Rental income for the three months
ended September 30, 1999 was $1,296,000 compared to $1,164,000 for the three
months ended September 30, 1998, representing an increase of $132,000 or 11%.
These increases are primarily attributable to higher rental rates at the
Partnership's mini-warehouse facilities. The weighted average occupancy levels
at the mini-warehouse facilities were 94% for the nine months ended September
30, 1999 and 1998. Average annual realized rent for the nine months ended
September 30, 1999 increased to $10.41 per occupied square foot from $9.62 per
occupied square foot for the nine months ended September 30,1998.
8
Cost of operations (including management fees paid to an affiliate) for
the nine months ended September 30, 1999 was $1,082,000 compared to $997,000 for
the nine months ended September 30, 1998, representing an increase of $85,000 or
9%. Cost of operations (including management fees paid to an affiliate) for the
three months ended September 30, 1999 was $359,000 compared to $341,000 for the
three months ended September 30, 1998, representing an increase of $18,000 or
5%. This increase is mainly attributable to increases in professional fees,
management fees, and advertising and promotion expenses.
Interest expense decreased $358,000 to $459,000 for the nine months
ended September 30, 1999 from $817,000 for the same period in 1998. This
decrease is mainly attributable to lower outstanding principal balances and
lower interest rates on the Partnership's indebtedness. See Liquidity and
Capital Resources for a discussion of the refinancing of the Partnership's
indebtedness.
LIQUIDITY AND CAPITAL RESOURCES
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Cash generated from operations ($2,106,000 for the nine months ended
September 30, 1999) has been sufficient to meet all current obligations of the
Partnership.
On June 1, 1998, the Partnership paid down its mortgage note with a
third party lender by $11,641,000. The payment was made from cash reserves and
an $11,000,000 loan from Public Storage, Inc. The loan from Public Storage, Inc.
bears interest at the fixed rate of 7.3% and matured June 1999. The loan to
Public Storage, Inc. was paid off in October 1998 from the proceeds from a loan
with a commercial bank.
During October 1998, the Partnership borrowed $12,400,000 from a
commercial bank to payoff the loan from Public Storage, Inc. and the mortgage
note with a third party. The loan is unsecured and bears interest at the London
Interbank Offering Rate ("LIBOR") plus 0.55% (5.96% as of September 30, 1999).
The loan requires monthly payments of interest and mature October 2002.
Principal may be paid, in whole or in part, at any time without penalty or
premium.
The Partnership also entered into interest rate swap agreements to
reduce the impact of changes in interest rates on a portion of its floating rate
debt. The agreement, which covers $5,000,000 of debt through October 2000,
effectively changes the interest rate exposure from floating rate to a fixed
rate of 5.205%. The second agreement, which covers $2,500,000 of debt through
October 2001 and effectively changes the interest rate exposure from floating
rate to a fixed rate of 5.33%. 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 September 30, 1999,
the unrealized gain on the interest rate swap, if required to be liquidated was
approximately $150,000.
9
Year 2000 System Issues
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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. 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.
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 Year 2000 compliant. 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 $40,311. These costs are capitalized. PSI's year 2000
compliance efforts have not resulted in any significant deferrals in other
information system projects.
10
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
PART II. OTHER INFORMATION
ITEMS 1 through 5 are inapplicable.
ITEM 6 Exhibits and Reports on Form 8-K
(a) The following Exhibits are 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: November 9, 1999
PUBLIC STORAGE PROPERTIES, LTD.
BY: Public Storage, Inc.
General Partner
BY /s/ John Reyes
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John Reyes
Senior Vice President and
Chief Financial Officer
12