UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) March 31, 2005
PUBLIC STORAGE PROPERTIES V, LTD.
(Exact name of registrant as specified in its charter)
California 0-9208 95-3292068
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
Of Incorporation) Identification Number)
701 Western Avenue, 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
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Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 40.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4 (c))
ITEM 2.01 Completion of acquisition or disposition of assets
On March 31, 2005, Public Storage Properties V, a California Limited
Partnership (the "Partnership"), distributed substantially all its holdings in
Public Storage, Inc. common stock to unitholders of records as of January 1,
2005. Prior to the distribution, the Partnership held 533,334 shares of Public
Storage, Inc. common stock. As a result of the disposition of its holdings of
Public Storage, Inc. common stock, the Partnership will reflect a gain of
approximately $22,534,000 (based on the March 31, 2005 closing market price of
$56.94 per common share of Public Storage, Inc.) in its financial statements
for the three months ended March 31, 2005. Pro forma financial information is
presented in Item 9.01 to reflect the historical results and adjustments
related to the disposition described above.
ITEM 9.01 Financial statements and exhibits
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information for Public
Storage Properties V, Ltd. gives effect to the disposition of the
Partnership's holdings in Public Storage, Inc. common stock as
described in this Current Report on Form 8-K. The Partnership's
holdings in Public Storage marketable securities are accounted for
under the guidelines of Statement on Financial Accounting Standards,
No. 130, Reporting Comprehensive Income and were designated as "held
for sale."
The December 31, 2004 unaudited Pro Forma Condensed Balance Sheet is
presented as if the disposition occurred prior to December 31, 2004.
The unaudited Pro Forma Condensed Statement of Income and Comprehensive
Income for the year ended December 31, 2004 is presented as if the
disposition was effective December 31, 2003. The pro forma information
is based on historical financial statements of Public Storage
Properties V, Ltd. giving effect for the disposition of the
Partnership's holdings of Public Storage, Inc. common stock.
The Partnership's gain on disposition, estimated at approximately
$22,534,000, is not considered in the Pro Forma Condensed Statement of
Income and Comprehensive Income.
The assumptions, estimates and adjustments are preliminary and have
been made solely for the purpose of developing such pro forma
information. The unaudited pro forma condensed financial information
should be read in conjunction with the financial statements and related
footnotes included in Public Storage Properties V, Ltd.'s 2004 Annual
Report on Form 10-K.
PUBLIC STORAGE PROPERTIES V, LTD.
PRO FORMA CONDENSED BALANCE SHEET
December 31, 2004
Historical (1) Pro Forma Pro Forma December
December 31, 2004 Adjustments (2) 31, 2004
-------------------- --------------------- ----------------------
ASSETS
------
Cash and cash equivalents $ 1,359,000 $ - $ 1,359,000
Marketable securities of affiliate (historical
cost of $8,181,000 and pro forma cost of
$347,000) 30,221,000 (29,733,000) 488,000
Real estate facilities, net of accumulated
depreciation 6,318,000 - 6,318,000
Receivables and other assets 213,000 - 213,000
-------------------- --------------------- ----------------------
Total assets $ 38,111,000 $ (29,733,000) $ 8,378,000
==================== ===================== ======================
LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Accounts payable, deferred revenue, and other
liabilities $ 421,000 $ - $ 421,000
Partners' equity
Limited partners' equity, $500 per
unit, 44,000 units authorized, issued and
outstanding 11,620,000 (5,817,000) 5,803,000
General partners' equity 4,030,000 (2,017,000) 2,013,000
Other comprehensive income 22,040,000 (21,899,000) 141,000
-------------------- --------------------- ----------------------
Total partners' equity 37,690,000 (29,733,000) 7,957,000
-------------------- --------------------- ----------------------
Total liabilities and partners' equity $ 38,111,000 $ (29,733,000) $ 8,378,000
==================== ===================== ======================
1) Historical data pro forma presented reflects the amounts reported on
Form 10-K filed on March 31, 2005.
2) Represents the pro forma adjustments to Public Storage Properties V,
Ltd.'s Condensed Balance Sheet for the year ended December 31, 2004 to
reflect the distribution of 533,334 common shares of Public Storage,
Inc. common stock, as follows:
a)Marketable Securities of Affiliate were reduced $29,733,000,
representing the elimination of the amount reflected on the Condensed
Balance Sheet at December 31, 2004 with respect to the 533,334 shares
(at $55.75 per share).
b)Limited Partners' Equity was reduced $5,817,000, representing the
Limited Partners' 74.25% share of the historical cost of the common
stock of $7,834,000 which was distributed to unitholders and
therefore no longer held by the Partnership.
c)General Partners' Equity was reduced $2,017,000, representing the
General Partners' 25.75% share of the historical cost of the common
stock of $7,834,000 which was distributed to unitholders and
therefore no longer held by the Partnership.
d)Other Comprehensive Income was reduced $21,899,000, representing the
difference between the December 31, 2004 fair value ($29,733,000) and
the historical cost ($7,834,000) of the common stock that was
distributed to the unitholders and is therefore no longer held by the
Partnership.
PUBLIC STORAGE PROPERTIES V, LTD.
PRO FORMA CONDENSED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
For the year ended December 31, 2004
Historical (1) Pro Forma Pro Forma
2004 Adjustments (2) 2004
---------------------- ----------------------- -------------------
REVENUES:
Rental income $ 9,121,000 $ - $ 9,121,000
Dividends from marketable securities of affiliate 1,002,000 (960,000) 42,000
Other income 74,000 - 74,000
---------------------- ----------------------- -------------------
10,197,000 (960,000) 9,237,000
---------------------- ----------------------- -------------------
COSTS AND EXPENSES:
Cost of operations 2,393,000 - 2,393,000
Management fees paid to affiliates 544,000 - 544,000
Depreciation and amortization 803,000 - 803,000
Administrative 109,000 - 109,000
Interest Expense - - -
---------------------- ----------------------- -------------------
3,849,000 - 3,849,000
---------------------- ----------------------- -------------------
NET INCOME $ 6,348,000 $ (960,000) $ 5,388,000
====================== ======================= ===================
Limited partners' share of net income ($104.16 per unit
for historical 2004 and $87.95 per unit for pro forma
2004) $ 4,583,000 $ (713,000) $ 3,870,000
General partners' share of net income 1,765,000 (247,000) 1,518,000
---------------------- ----------------------- -------------------
$ 6,348,000 $ (960,000) $ 5,388,000
====================== ======================= ===================
COMPREHENSIVE INCOME:
Net income $ 6,348,000 $ (960,000) $ 5,388,000
Other comprehensive income (change in unrealized
gain of marketable equity securities) 6,561,000 (6,592,000) (31,000)
---------------------- ----------------------- -------------------
$ 12,909,000 $ (7,552,000) $ 5,357,000
====================== ======================= ===================
1) Historical data presented reflects amounts reported on Form 10-K filed
on March 31, 2005.
2) Represents the pro forma adjustments to Public Storage Properties V,
Ltd.'s Condensed Statement of Income and Comprehensive Income to
reflect the impact of the distribution of 533,334 shares of Public
Storage common stock to unitholders, as if the transaction occurred
December 31, 2003:
a)Dividends from Marketable Securities of Affiliate were reduced
$960,000, representing the distributions of $1.80 per share received
in the year ended December 31, 2004 on the 533,334 shares of Common
Stock which will no longer be received by the Partnership.
b)Limited Partners' share of net income was reduced $713,000,
representing the Limited Partners' 74.25% share of the reduced
dividends from Marketable Securities of Affiliate.
c)General partners' share of net income was reduced $247,000,
representing the General Partners' 25.75% share of the reduced
dividends from Marketable Securities of Affiliate.
d)Other Comprehensive Income was reduced $6,592,000 to eliminate the
impact of the increase in unrealized gain for the year ended December
31, 2004, as the Partnership will no longer own these securities.
e)The gain on disposition of approximately $22,534,000 is not
reflected on the Pro Forma Condensed Statement of Income and
Comprehensive Income.
(c) Exhibits.
Not applicable.
SIGNATURE
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 hereunto duly authorized.
PUBLIC STORAGE PROPERTIES V, LTD.
Dated: April 6, 2005
By: /s/ John Reyes
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John Reyes
Chief Financial Officer of Public Storage, Inc.,
Corporate General Partner