FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to For Quarter Ended September 30, 1994 Commission file number 0-18494 IDS/SHURGARD INCOME GROWTH PARTNERS, L.P. II (Exact name of registrant as specified in its charter) WASHINGTON 91-1436174 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1201-3RD AVENUE, SUITE 2200, SEATTLE, WASHINGTON 98101 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code)206-624-8100 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 Part I, Item 1: Balance Sheets (unaudited) Sept. 30, Dec. 31, 1994 1993 ----------- ----------- Assets: Cash and short-term investments $ 489,373 $ 621,073 Storage centers, net 24,986,172 25,355,084 Other assets 201,581 133,076 Amortizable assets 200,220 212,688 ----------- ----------- Total assets $25,877,346 $26,321,921 =========== =========== Liabilities and Partners' Equity (Deficit): Liabilities Accounts payable and other accrued expenses $ 297,062 $ 277,612 Line of Credit 1,250,000 Notes payable 2,955,095 1,755,313 ----------- ----------- Total liabilities $ 3,252,157 $ 3,282,925 ----------- ----------- Partners' equity (deficit) Limited partners 22,773,542 23,166,657 General partner (148,353) (127,661) ---------- ----------- Total Partners' Equity (Deficit) 22,625,189 23,038,996 ----------- ----------- Total Liabilities and Partners' Equity (Deficit) $25,877,346 $26,321,921 =========== =========== Part I, Item 1: Statements of Earnings (unaudited) Three Months Ended Nine Months Ended Sept. 30, Sept. 30, 1994 1993 1994 1993 Revenues Rental $1,055,311 $ 951,634 $3,004,481 $2,687,146 Interest Income 5,968 284 14,076 2,266 ---------- ---------- ---------- ---------- Total Revenues $1,061,279 $ 951,918 $3,018,557 $2,689,412 ---------- ---------- ---------- ---------- Expenses Operating and administrative 240,335 246,218 726,112 681,943 Property management fees 63,326 57,103 180,393 161,232 Depreciation 207,617 208,210 623,722 607,927 Real estate taxes 83,595 74,515 253,765 226,366 Interest 58,776 45,011 177,941 117,992 Amortization 16,413 19,645 50,489 58,935 ----------- ---------- ---------- ---------- Total Expenses $ 670,062 $ 650,702 $2,012,422 $1,854,395 ---------- ---------- ---------- ---------- Earnings $ 391,217 $ 301,216 $1,006,135 $ 835,017 ========== ========== ========== ========== Earnings per unit of limited partnership interest $ 3.23 $ 2.49 $ 8.30 $ 6.89 ========== ========== ========== ========== Distributions per unit of limited partnership interest $ 3.91 $ 3.91 $ 11.72 $ 11.72 ========== ========== ========== ========== Part I, Item 1: Statements of Cash Flows (unaudited) Nine Months Ended Sept. 30, -------------------------- 1994 1993 ------------ ------------ Operating activities: Earnings $ 1,006,135 $ 835,017 Adjustments to reconcile earnings to net cash provided by operating activities: Depreciation and amortization 674,211 666,862 Changes in operating accounts: Other assets (68,505) (42,307) Accounts payable and other accrued expenses 19,450 (84,843) ----------- ----------- Net cash provided by operating activities 1,631,291 1,374,729 ----------- ----------- Investing activities: Construction of and improvements to storage centers (254,810) (119,355) ---------- ----------- Financing activities: Decrease in due to affiliate (143,567) Payment of loan costs (38,021) Payments on notes payable (50,218) (28,562) Distributions to partners (1,419,942) (1,419,942) ---------- ----------- Net cash used in financing activities (1,508,181) (1,592,071) ---------- ----------- Decrease in cash and short-term investments (131,700) (336,697) Cash and short-term investments at beginning of year 621,073 364,542 ---------- ----------- Cash and short-term investments at end of period $ 489,373 $ 27,845 =========== =========== Supplemental disclosures of cash flow information Cash paid during period for interest $ 177,941 $ 117,992 =========== =========== Supplemental disclosures of non-cash investing activities Liabilities incurred in connection with the construction of storage centers $ --- $ 675,000 =========== =========== Part I, Item 1: Notes to Financial Statements Note A -- Financial Statements Preparation: The interim financial statements are unaudited but reflect all adjustments that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These adjustments consist primarily of normal recurring accruals. The interim financial statements should be read in conjunction with the audited financial statements contained in the 1993 Annual Report. The results of operations for interim periods will not necessarily be indicative of the operating results for the fiscal year. Distributions and earnings per unit of limited partnership interest are based on the total amounts distributed and allocated to limited partners divided by the number of units outstanding during the period (115,110 for the three and nine months ended September 30, 1994 and 1993). Note B -- Note Payable: During the second quarter, the Partnership converted their $1,250,000 line of credit into a seven-year adjustable rate mortgage. The new note payable, currently bears interest at 7.125% and payments will be based on a twenty-year amortization schedule, the interest rate changed August 1, 1994 and will change nine months thereafter. The LIBOR index plus 2.75% is the basis for the note payable's interest rate. Note C -- Line of Credit: During the second quarter, the Partnership secured a $1,500,000 line of credit for the Chesapeake expansion project with a commercial bank, bearing interest at prime plus half a percentage point, maturing February 1995. As of September 30, 1994 there were no draws on the line of credit. The line of credit will be replaced by permanent financing upon completion of the Chesapeake expansion project. Part I, Item 1: Management's Discussion & Analysis Operating Results: Revenues increased 11% in the third quarter of 1994 to $1,061,279 from $951,918 for the corresponding quarter of 1993. The increase resulted primarily from rate increases and continued stable occupancies. Newport News North contributed $30,000 in increased revenues, while the majority of remaining stores also had significant gains. Rental rates increased to $8.16 per square foot for the third quarter of 1994 compared to $7.80 per square foot for the same quarter of 1993, while occupancies increased to 93% for the quarter compared to 91% for the same quarter of 1993. Total expenses rose 3% for the quarter compared to 1993. The majority of this increase was due to interest expense and real estate taxes. Interest expense increased 31% from last year's third quarter due to the Partnership drawing $1,250,000 on their line of credit during 1993 to fund the expansion at Newport News North and replenish cash reserves. Real estate taxes increased 12% due to higher property assessments at T.C. Jester, Newport News North and Kennydale. Recently the Partnership won an appeal for Kennydale's 1993 and 1994's assessed value, which will be reflected in 1994's fourth quarter. Investing and Financing Activities: The Partnership invested $42,000 in storage centers for security improvements at Orange and Sterling Heights and building work at Bellefield. Capital investments planned for the remaining quarter of 1994 total $17,000 for equipment and roof work at Orange. These improvements are important to maintaining the value of your investment as well as its ability to generate revenue. During the quarter, the Partnership also purchased 2.2 acres of land for $166,000 for the Chesapeake expansion. This project entails the construction of two one-story buildings as well as RV parking. It will add 25,000 square feet of storage space which will bring this store up to 57,000 square feet. The total project is expected to cost $1,500,000 which will be funded through a new line of credit. Cash Distributions: Earnings continue to improve and the Partnership has maintained a healthy cash position. This has enabled us to raise cash distributions for the third quarter of 1994 to a 6.50% annualized rate of return compared to 6.25% last quarter. 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, thereunto duly authorized. IDS/SHURGARD INCOME GROWTH PARTNERS, L.P. II Date: November 14, 1994 By: HARRELL BECK Harrell Beck Chief Financial Officer and Authorized Signatory Shurgard General Partner, Inc. General Partner