-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ARI2lpDyaiGGH00MlLdowGxJDoT3jpxJrz9tAi7w8np+vk2QBWtqVBbvnlSqCdzY judkZiXFoojltzTQJCreoA== 0000202953-99-000002.txt : 19990402 0000202953-99-000002.hdr.sgml : 19990402 ACCESSION NUMBER: 0000202953-99-000002 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC STORAGE PROPERTIES LTD CENTRAL INDEX KEY: 0000202953 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 953196921 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-08667 FILM NUMBER: 99581077 BUSINESS ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201-2397 BUSINESS PHONE: 8182448080 MAIL ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201 10-K 1 10-K 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, 1998 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 0-8667 ------ PUBLIC STORAGE PROPERTIES, LTD. ------------------------------------------------------ (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 Avenue Glendale, California 91201 - ------------------------------------------ ---------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (818) 244-8080 -------------- 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 ------------------------------------- (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 --- --- 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. [ ] DOCUMENTS INCORPORATED BY REFERENCE NONE PART I ITEM 1. BUSINESS. Forward Looking Statements - -------------------------- When used within this document, the words "expects," "believes," "anticipates," "should," "estimates," and similar expressions are intended to identify "forward-looking statements" within the meaning of that term in Section 27A of the Securities Exchange Act of 1933, as amended, and in Section 21F of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results and performance of the Partnership to be materially different from those expressed or implied in the forward looking statements. Such factors include the impact of competition from new and existing real estate facilities which could impact rents and occupancy levels at the real estate facilities that the Partnership has an interest in; the Partnership's ability to effectively compete in the markets that it does business in; the impact of the regulatory environment as well as national, state, and local laws and regulations including, without limitation, those governing Partnerships; and the impact of general economic conditions upon rental rates and occupancy levels at the real estate facilities that the Partnership has an interest in. General - ------- Public Storage Properties, Ltd. (the "Partnership") is a publicly held limited partnership formed under the California Uniform Limited Partnership Act in November 1976. The Partnership raised $10,000,000 in gross proceeds by selling 20,000 units of limited partnership interest ("Units") in an interstate offering, which commenced in October, 1977 and was completed in January, 1978. The Partnership was formed to engage in the business of developing and operating storage space for personal and business use ("mini-warehouses"). In 1995, there were a series of mergers among Public Storage Management, Inc. (which was the Partnership's mini-warehouse operator), Public Storage, Inc. (which was one of the Partnership's general partners) ("old PSI") and their affiliates (collectively, "PSMI"), culminating in the November 16, 1995 merger (the "PSMI Merger") of PSMI into Storage Equities, Inc., a real estate investment trust ("REIT") organized as a California corporation. In the PSMI Merger, Storage Equities, Inc. was renamed Public Storage, Inc. ("PSI") and PSI acquired substantially all of PSMI's United States real estate operations and became a co-general partner of the Partnership and the operator of the Partnership's mini-warehouse properties. The Partnership's general partners are PSI and B. Wayne Hughes ("Hughes") (collectively referred to as the "General Partners"). Hughes has been a general partner of the Partnership since its inception. Hughes is 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 operation or conduct of its business and affairs. The Partnership's objectives are to (i) maximize the potential for appreciation in value of the Partnership's properties and (ii) generate sufficient cash flow from operations to pay all expenses, including the payment of interest to Noteholders. All of the properties were financed in September 1987. The term of the Partnership is until all properties have been sold and, in any event, not later than December 31, 2035. Investment in Facilities - ------------------------ At December 31, 1998, the Partnership owned nine properties. The Partnership purchased its last property in June 1978. 2 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 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. 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 350 to 750 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. Operating Strategies - -------------------- 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 believes that its marketing and advertising programs improve its competitive position in the market. PSI's in-house Yellow Pages staff designs and places advertisements in approximately 700 directories. Commencing in early 1996, PSI began to experiment with a telephone reservation system designed to provide added customer service. Customers calling either PSI's toll-free telephone referral system, (800) 44-STORE, or a mini-warehouse facility are directed to PSI's reservation system where a trained representative discusses with the customer space requirements, price and location preferences and also informs the customer of other products and services provided by PSI. The telephone reservation system supports rental activity at all of the Partnership's properties. PSI's toll-free telephone referral system services approximately 175,000 calls per month 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 3 the Partnership's mini-warehouses has decreased from 95% in 1997 to 94% in 1998. Realized monthly rents per square foot increased from $0.75 in 1997 to $0.81 in 1998. The Partnership has increased rental rates in many markets where it has achieved high occupancy levels. * 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. There are approximately 3,800 persons who render services for the Public Storage system, primarily personnel engaged in property operations, substantially all of whom are employed by a clearing company that provides certain administrative and cost-sharing services to PSI and other owners of properties operated by PSI. Mini-warehouse Property Operator - -------------------------------- The Partnership's mini-warehouses are managed by PSI (as successor-in-interest to PSMI) under a Management Agreement. 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. Under the supervision of the Partnership, PSI coordinates the operation of the facilities, establishes rental policies and rates, directs marketing activity and the purchase of equipment and supplies, maintenance activity, and the selection and engagement of all vendors, supplies and independent contractors. PSI engages, 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, real estate investment trusts or other entities owning facilities operated by PSI. In the purchasing of services such as advertising (including broadcast media advertising) and insurance, PSI attempts to achieve economies by combining the resources of the various facilities that they operate. Facilities operated by PSI 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 adopts promotional programs, such as temporary rent reductions, in selected areas or for individual facilities. For as long as the Management Agreement is in effect, PSI has granted the Partnership a non-exclusive license to use two PSI service marks 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 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. The Management Agreement between the Partnership and PSI provides that the Management Agreement may be terminated without cause upon 60 days' written notice by either party. 4 Competition - ----------- 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, and the "Public Storage" name, should enable the Partnership to continue to compete effectively with other entities. Other Business Activities - ------------------------- 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. 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 - --------- There are 9 persons who render services on behalf of the Partnership on a full-time basis, and 21 persons who render services on a part-time basis. These persons include resident managers, assistant managers, relief managers, area managers, and administrative and maintenance personnel. Some employees may be employed on a part-time basis and may be employed by other persons, Partnerships, REITs or other entities owning facilities operated by PSI. ITEM 2. PROPERTIES. The following table sets forth information as of December 31, 1998 about properties owned by the Partnership:
Net Number Location Size of Parcel Rentable Area of Spaces Date of Purchase Completion Date - ----------------- -------------- ------------- --------- ---------------- --------------- CALIFORNIA Corona 2.82 acres 52,000 sq. ft. 471 June 29, 1978 Dec. 1978 Fremont 3.00 acres 53,000 sq. ft. 481 Mar. 21, 1978 Nov. 1978 Milpitas 3.46 acres 54,000 sq. ft 436 May 8, 1978 Nov. 1978 Norco 1.66 acres 29,000 sq. ft 257 July 19, 1978 Dec. 1978 North Hollywood 2.06 acres 38,000 sq. ft. 343 Mar. 17, 1978 Dec. 1979 Pasadena 1.84 acres 38,000 sq. ft. 385 Feb. 24, 1978 Aug. 1978 Sun Valley 2.72 acres 53,000 sq. ft. 477 May 30, 1978 Oct. 1978 Wilmington 6.32 acres 133,000 sq. ft. 1,093 Apr. 18, 1978 Aug. 1978 Whittier - El Monte 4.06 acres 58,000 sq. ft. 537 Nov. 29, 1977 July 1978
The weighted average occupancy levels for the mini-warehouse facilities were 94% and 95% in 1998 and 1997, respectively. 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, the Partnership completed environmental assessments of its properties to evaluate the environmental condition of, and potential environmental liabilities of such properties. These assessments were performed by an independent environmental consulting firm. Although there can be no assurances. Based on the assessments, 5 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 operation. The properties are held subject to encumbrances which are described in this report under Note 7 of the Notes to the Financial Statements included in Item 8. ITEM 3. LEGAL PROCEEDINGS. No material legal proceeding is pending against the Partnership. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to a vote of security holders during the fourth quarter of 1998. PART II ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. 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 Certificate and 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 the General Partners (and their predecessor-in-interest) have 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 certain limited partnership interests, including the prices at which such secondary sales transactions are effectuated. Exclusive of the General Partners' interest in the Partnership, as of December 31, 1998, there were approximately 642 record holders of Units. In August 1998, Public Storage, Inc. ("PSI"), a general partner of the Partnership, completed a cash tender offer, which commenced in June 1998, pursuant to which PSI acquired a total of 3,972 limited partnership units at $460 per unit. Distributions to the general and limited partners of all cash available for distribution (as defined) are made quarterly. Cash available for distribution is generally funds from operations of the Partnership, without deductions for depreciation, but after deducting funds to pay or establish reserves for all other expenses (other than incentive distributions to the General Partners) and capital improvements, plus net proceeds from any sale or financing of the Partnership's properties. In the fourth quarter of 1990, quarterly distributions were discontinued to enable the Partnership to increase its reserves for principal repayments on the Partnership's note payable that commenced in 1992. Reference is made to Item 6 and 7 hereof for information on the amount of such distributions. 6 ITEM 6. SELECTED FINANCIAL DATA.
For the Year Ended December 31, 1998 1997 1996 1995 1994 - ------------------------------------ ------------- --------------- --------------- --------------- --------------- Revenues (2) $ 4,629,000 $ 4,337,000 $ 4,007,000 $ 4,235,000 $ 4,181,000 Depreciation and amortization 498,000 446,000 402,000 356,000 296,000 Interest expense 1,077,000 1,252,000 1,358,000 1,520,000 1,658,000 Net income 1,622,000 1,341,000 1,008,000 1,125,000 1,075,000 Limited partners' share 1,605,000 1,328,000 998,000 1,114,000 1,064,000 General partners' share 17,000 13,000 10,000 11,000 11,000 Limited partners' per unit data (1): Net income $80.25 $66.40 $49.90 $55.70 $53.20 As of December 31, - ------------------------------------ Cash and cash equivalents $ 248,000 $ 546,000 $ 69,000 $ 89,000 $ 162,000 Total assets $ 5,349,000 $ 5,760,000 $ 5,503,000 $ 5,845,000 $ 6,418,000 Notes payable $ 12,000,000 $ 14,093,000 $ 15,217,000 $ 16,351,000 $ 17,995,000
(1) Per unit data is based on the weighted average number of the limited partnership units (20,000) outstanding during the period. (2) Revenues for the year ended December 31, 1995 and 1994, include a gain on sale of marketable securities of an affiliate of $361,000 and $479,000 ($18.05 and $23.95 per Unit). ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Forward Looking Statements - -------------------------- When used within this document, the words "expects," "believes," "anticipates," "should," "estimates," and similar expressions are intended to identify "forward-looking statements" within the meaning of that term in Section 27A of the Securities Exchange Act of 1933, as amended, and in Section 21F of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results and performance of the Partnership to be materially different from those expressed or implied in the forward looking statements. Such factors include the impact of competition from new and existing real estate facilities which could impact rents and occupancy levels at the real estate facilities that the Partnership has an interest in; the Partnership's ability to effectively compete in the markets that it does business in; the impact of the regulatory environment as well as national, state, and local laws and regulations including, without limitation, those governing Partnerships; and the impact of general economic conditions upon rental rates and occupancy levels at the real estate facilities that the Partnership has an interest in. 7 Results of Operations - --------------------- YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997: The Partnership's net income in 1998 was $1,622,000 compared to $1,341,000 in 1997, representing an increase of $281,000. This increase is primarily a result of increased operating results at the Partnership's real estate facilities combined with a decrease in interest expense. During 1998, property net operating income (rental income less cost of operations, management fees paid to an affiliate and depreciation expense) increased $118,000 or 4.5% from $2,639,000 in 1997 to $2,757,000 in 1998. This increase is primarily attributable to an increase in rental revenues at the Partnership's mini-warehouse facilities partially offset by increases in cost of operations and depreciation expense. Rental income was $4,610,000 in 1998 compared to $4,321,000 in 1997, representing an increase of $289,000, or 7%. This increase was primarily attributable to increased rental rates at the Partnership's real estate facilities. Weighted average occupancy levels at the mini-warehouses were 94% and 95% in 1998 and 1997, respectively. The average monthly realized rent per square foot at the mini-warehouses was $.81 in 1998 compared to $.75 in 1997. Other income increased from $16,000 in 1997 to $19,000 in 1998. This increase is primarily due to an increase in invested cash balances. Cost of operations (including management fees paid to an affiliate) was $1,355,000 and $1,236,000 in 1998 and 1997, respectively, representing an increase of $119,000, or 10%. This increase is mainly attributable to increases in management fees, property tax and advertising and promotion expenses. Interest expense was $1,077,000 and $1,252,000 in 1998 and 1997, respectively, representing a decrease of $175,000, or 14%. The decrease was primarily a result of a lower average outstanding loan balance in 1998 compared to 1997 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. YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996: The Partnership's net income in 1997 was $1,341,000 compared to $1,008,000 in 1996, representing an increase of $333,000. This increase is primarily a result of increased operating results at the Partnership's real estate facilities combined with a decrease in interest expense. During 1997, property net operating income (rental income less cost of operations, management fees paid to an affiliate and depreciation expense) increased $226,000 from $2,413,000 in 1996 to $2,639,000 in 1997. This increase is primarily attributable to an increase in rental revenues at the Partnership's mini-warehouse facilities partially offset by increases in cost of operations and depreciation expense. Rental income was $4,321,000 in 1997 compared to $4,002,000 in 1996, representing an increase of $319,000, or 8%. This increase was primarily attributable to increased occupancies and rental rates at the Partnership's real estate facilities. Weighted average occupancy levels at the mini-warehouses were 95% and 92% in 1997 and 1996, respectively. The average monthly realized rent per square foot at the mini-warehouses was $.75 in 1997 compared to $.72 in 1996. Other income increased from $5,000 in 1996 to $16,000 in 1997. This increase is primarily due to an increase in invested cash balances. Cost of operations (including management fees paid to an affiliate) was $1,236,000 and $1,187,000 in 1997 and 1996, respectively, representing an increase of $49,000, or 4%. This increase is mainly attributable to increases in management fees, property tax and advertising and promotion expenses. In 1995, the Partnership prepaid eight months of 1996 management fees on its mini-warehouse operations discounted at the rate of 14% effective rate to compensate for early payment. As a result, management fee expense for the twelve months ended December 31, 1996 was $20,000 lower than it would have been without the discounted fee structure. 8 Interest expense was $1,252,000 and $1,358,000 in 1997 and 1996, respectively, representing a decrease of $106,000, or 8%. The decrease was primarily a result of a reduction in the average outstanding debt balance in 1997 compared to 1996. Liquidity and Capital Resources - ------------------------------- Cash flow from operating activities of $2,234,000 in 1998 has been sufficient to meet all current obligations of the Partnership. During 1999, the Partnership anticipates approximately $142,000 of capital improvements compared to $439,000 in 1998 and $280,000 in 1997. During 1987, the Partnership financed all of its facilities with a $20,885,000 loan. Proceeds of $20,202,000 were distributed to the partners in September 1987 and are included in the 1987 distribution. In January 1996, the Partnership obtained a $1,500,000 loan from PSI to repay and terminate an unsecured note payable to Wells Fargo Bank. The PSI loan bears interest at the prime rate plus 1%, payable monthly, in addition to monthly principal payments of $50,000. In March 1998, the Partnership paid the remaining balance of the loan. 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 matures June 1999. The loan calls for monthly payments of interest only. Principal may be paid at anytime without penalty. Public Storage, Inc. has also provided the Partnership with options to extend the loan term through June 2003. Interest paid to Public Storage, Inc. in 1998 was $317,000. 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% (5.61% as of December 31, 1998). 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. The loan proceeds were used to pay off the Partnership's existing indebtedness. 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. Distributions to the limited and general partners for the years 1978-1990 aggregated $37,832,000 including $20,202,000 distributed to the partners in 1987. Year 2000 System Issues - ----------------------- The Partnership utilizes PSI's 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 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. Many of PSI's critical applications, relative to the direct management of properties, have recently been replaced and PSI believes they are already Year 2000 compliant. PSI has an implementation in process on the remaining critical applications, including its general ledger and related systems, that are believed to have Y2K issues. PSI expects the implementation to be complete 9 by June 1999. Contingency plans have been developed for use in case PSI's implementations are not completed on a timely basis. 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, are currently being evaluated, and PSI expects the evaluation to be complete by June 1999. PSI expects the implementation of any required solutions to be complete in advance of December 31, 1999. PSI has not fully evaluated the impact of lack of Year 2000 compliance on these systems, but has no reason to believe that lack of compliance 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 or will be Year 2000 compliant, but has requested a Year 2000 compliance certification from these entities. The Partnership is not aware of any other vendors, suppliers, or other external agents with a Y2K Issue that would materially impact the Partnership's results of operations, liquidity, or capital resources. However, the Partnership has no means of ensuring that external agents will be Year 2000 compliant, and there can be no assurance that the Partnersip 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 the PSI's Year 2000 compliance activities (which primarily consists of the costs of new systems) to be allocated to the Partnership and the Joint Venture 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. The costs of the projects and the date on which PSI and the Partnership expect 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 the Partnership or 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. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Partnership's interest expense is sensitive to changes in the general level of U.S. interest rates. In this regard, changes in U.S. interest rates affect the interest paid on the Partnership's debt. To mitigate the impact of fluctuations in U.S. interest rates, the Partnership generally maintains its debt as fixed rate in nature by borrowing on a long-term basis or entering into interest swap transactions. As of December 31, 1998, the Partnership had $12,000,000 of outstanding debt maturing on October, 2002. Also, the Partnership has an interest rate swap in the notional amount of $7,500,000 through October, 2001. 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. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. 10 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 the Partnership. 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: Name Positions with PSI - --------------------- ------------------------------------------------- B. Wayne Hughes Chairman of the Board and Chief Executive Officer Harvey Lenkin President and Director B. Wayne Hughes, Jr. Vice President and Director John Reyes Senior Vice President and Chief Financial Officer Carl B. Phelps Senior Vice President Obren B. Gerich Senior Vice President Marvin M. Lotz Senior Vice President David Goldberg Senior Vice President and General Counsel A. Timothy Scott Senior Vice President and Tax Counsel David P. Singelyn Vice President and Treasurer Sarah Hass Vice President and Secretary Robert J. Abernethy Director Dann V. Angeloff Director William C. Baker Director Thomas J. Barrack Jr. Director Uri P. Harkham Director Daniel C. Staton Director B. Wayne Hughes, age 65, 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 active in the real estate investment field for over 25 years. He is the father of B. Wayne Hughes, Jr. Harvey Lenkin, age 62, has been employed by PSI for 21 years and became President and a director of PSI in November 1991. Mr. Lenkin has been a director of PS Business Parks, Inc. ("PSBP"), an affiliated REIT, since March 16, 1998 and was President of PSBP (formerly Public Storage Properties XI, Inc.) from 1990 until March 16, 1998. He is a member of the Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT). B. Wayne Hughes, Jr., age 39 became director of PSI in January 1998. He has been a Vice President - Acquisitions of PSI since 1992. He is the son of B. Wayne Hughes. John Reyes, age 38, a certified public accountant, joined PSI in 1990 and was Controller of PSI from 1992 until December 1996 when he became Chief Financial Officer. He became a Vice President of PSI in November 1995 and a Senior Vice President of PSI in December 1996. From 1983 to 1990, Mr. Reyes was employed by Ernst & Young. Carl B. Phelps, age 60, became a Senior Vice President of PSI in January 1998 with overall responsibility for property acquisition and development. From June 1991 until joining PSI, he was a partner in the law firm of Andrews & Kurth, L.L.P., which performed legal services for PSI. From December 1982 through May 1991, his professional corporation was a partner in the law firm of Sachs & Phelps, then counsel to PSI. Obren B. Gerich, age 60, a certified public accountant, 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. 11 Marvin M. Lotz, age 56, 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 PSI with responsibility for property acquisitions from 1983 until 1988. David Goldberg, age 49, joined PSI's legal staff in June 1991. He became 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. A. Timothy Scott, age 47, became a Senior Vice President and Tax Counsel of PSI and Vice President and Tax Counsel of the Public Storage REITs in November 1996. From June 1991 until joining PSI, Mr. Scott practiced tax law as a shareholder of the law firm of Heller, Ehrman, White & McAuliffe, counsel to PSI. Prior to June 1991, his professional corporation was a partner in the law firm of Sachs & Phelps, then counsel to PSI. David P. Singleyn, age 37, a certified public accountant, has been employed by PSI since 1989 and became Vice President and Treasurer of PSI in November 1995. From 1987 to 1989, Mr. Singelyn was Controller of Winchell's Donut Houses, L.P. Sarah Hass, age 43, became Secretary of PSI in February 1992. She became a Vice President of PSI in November 1995. She joined PSI's legal department in June 1991, rendering services on behalf of PSI. From 1987 until May 1991, her professional corporation was a partner in the law firm of Sachs & Phelps, then counsel to PSI, 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 59, has been President of American Standard Development Company and of Self-Storage Management Company, which develop and operate mini-warehouses, since 1976 and 1977, respectively. Mr. Abernethy has been a director of PSI since its organization in 1980. He is a member of the board of trustees of Johns Hopkins University and a director of Marathon National Bank. Mr. Abernethy is a former member of the board of directors of the Los Angeles County Metropolitan Transportation Authority and the Metropolitan Water District of Southern California and a former Planning Commissioner and Telecommunications Commissioner and former Vice-Chairman of the Economic Development Commission of the City of Los Angeles. Dann V. Angeloff, age 63, has been President of the Angeloff Company, a corporate financial advisory firm, since 1976. 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 in 1980. He is a director of Balboa Capital Corporation, Compensation Resource Group, Nicholas/Applegate Growth Equity Fund, Nicholas/Applegate Mutual Funds, ReadyPac Produce, Inc., Royce Medical Company, SupraLife International and WorldxChange Communications, Inc. He was a director of SPI from 1989 until June 1996. William C. Baker, age 65, became a director of PSI in November 1991. Since January 1999, Mr. Baker has been President and Chief Executive Officer of Los Angeles Turf Club, Incorporated, which operates the Santa Anita Racetrack and is wholly-owned subsidiary of Magna International Inc. Since August 1998, he has been President of Meditrust Operating Company, a paired share real estate investment trust. From November 1997 until December 1998, he was Chairman of the Board and Chief Executive Officer of The Santa Anita Companies, Inc., a wholly-owned subsidiary of Meditrust Operating Company which then operated the Santa Anita Racetrack. From August 1996 until November 1997, he was Chairman of the Board and Chief Executive Officer of Santa Anita Operating Company and Chairman of the Board of Santa Anita Realty Enterprises, Inc., the companies which were merged with Meditrust in November 1997. 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. From January 1992 through December 1995 he was Chairman and Chief Executive Officer of Carolina Restaurant Enterprises, Inc., a franchisee of Red Robin International, Inc. Since 1991, he has been Chairman of the Board of Coast Newport Properties, a real estate brokerage company. 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 Callaway Golf Company and Meditrust Operating Company. Thomas J. Barrack, Jr., age 51, became a director of PSI in February 1998. Mr. Barrack has been the Chairman and Chief Executive Officer of Colony Capital, Inc. since September, 1991. Colony Capital, Inc. is one of the largest real estate investors in America, having acquired properties in the U.S., Europe and Asia. Prior to founding Colony Capital, Inc., from 1987 to 1991, Mr. Barrack was a principal with the Robert M. Bass Group, Inc., the principal investment vehicle for Robert M. Bass of Fort Worth, Texas. From 1985 to 1987, Mr. Barrack was President of Oxford Ventures, Inc., a Canadian-based real estate development 12 company. From 1984 to 1985 he was a Senior Vice President at E. F. Hutton Corporate Finance in New York. Mr. Barrack was appointed by President Ronald Reagan as Deputy Under Secretary at the U.S. Department of the Interior from 1982 to 1983. Mr. Barrack currently is a director of Continental Airlines, Inc., Harvey's Acquisition Corp. and Kennedy-Wilson, Inc. Uri P. Harkham, age 50, 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. Daniel C. Staton, age 46, became a director of PSI on March 12, 1999 in connection with the merger of Storage Trust Realty, a real estate investment trust, with PSI. Mr. Staton was Chairman of the Board of Trustees of Storage Trust Realty from February 1998 until March 12, 1999 and a Trustee of Storage Trust Realty from November 1994 until March 12, 1999. He is President of Walnut Capital Partners, an investment and venture capital company. Mr. Staton was the Chief Operating Officer and Executive Vice President of Duke Realty Investments, Inc. from 1993 to 1997. He has been a director of Duke Associates, the predecessor of Duke Realty Investments, Inc. Prior to joining Duke Associates in 1981, he was a partner and general manager of he own moving company, Gate way Van & Storage, Inc. in St. Louis, Missouri. From 1986 to 1988, Mr. Staton served as president of the Greater Cincinnati Chapter of the National Association of Industrial and Office Parks. Pursuant to Articles 16 and 22 of the Partnership's Certificate and Agreement of Limited Partnership, a copy of which is included in the Partnership's prospectus included in the Partnership's Registration Statement File No. 2-57750, each of the General Partners continues to serve until (i) retirement, withdrawal, adjudication of bankruptcy, insolvency or dissolution, or (ii) removal by a majority vote of the limited partners. Each director of PSI serves until he resigns or is removed from office by the shareholders of 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 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. SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Based on a review of the reports filed under Section 16(a) of the Securities Exchange Act of 1934 with respect to the units that were submitted to the Partnership, the Partnership believes that with respect to the fiscal year ended December 31, 1998, B. Wayne Hughes, Jr. And Thomas J. Barrak, Jr., each of whom is a director of PSI, a General Partner of the Partnership, each filed his Initial Statement of Beneficial Ownership of Securities on Form 3 after its due date. 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 its General Partners and their affiliates. 13 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. (a) At March 10, 1999, the following persons beneficially owned more than 5% of the Units: Title Name and Address Percent of Class of Beneficial Owner Beneficial Ownership of Class - -------------------- -------------------------- -------------------- -------- Units of Limited Public Storage, Inc. 5,735 Units (1) 28.7% Partnership Interest 701 Western Ave. Glendale, California 91201 Units of Limited B. Wayne Hughes, 6,273 Units (2) 31.4% Partnership Interest Tamara Hughes Gustavson, PS Orangeco. Inc. 701 Western Ave. Glendale, California 91201 (1) Includes (i) 5,630 Units owned by PSI as to which PSI has sole voting and dispositive power, (ii) 25 Units which PSI has an option to acquire from Hughes and (iii) 80 Units which PSI has an option to acquire from Tamara Hughes Gustavson, an adult daughter of Hughes. (2) Includes (i) 6,025 Units owned by BWH Marina Corporation II, a corporation wholly-owned by Hughes, as to which Hughes has sole voting and dispositive power; PSI has an option to acquire 25 of these Units, (ii) 80 Units owned by Tamara Hughes Gustavson as to which Tamara Hughes Gustavson has sole voting and dispositive power; PSI has an option to acquie these 80 Units, and (iii) 168 Units owned by PS Orangeco, Inc., a corporation which common stock (representing 5% of the equity) is owned by Hughes and member of his family and whose non-voting preferred stock (representing 95% of the equity) is owned by PSI, and as to which Units PS Orangeco, Inc. and Hughes share voting and dispositive power. (b) The Partnership has no officers and directors. The General Partners (or their predecessor-in-interest) have contributed $101,010 to the capital of the Partnership and as a result participates 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 Units by PSI and Hughes, the General Partners, is set forth under section (a) above. The directors and executive officers of PSI (including Hughes), as a group (17 persons), beneficially own an aggregate of 6,211 Units, representing 31.1% of the Units (including the 6,025 Units owned by Hughes and the 168 Units owned by PS Orangeco, Inc. as to which Hughes shares voting and dispositive power as set forth above). (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 Partnership's Amended Certificate and 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. 2-57750. Those articles 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 will be entitled to cash incentive distributions in an amount equal to (i) 8% of distributions of cash flow from operations until the distributions to all partners from all sources equal their capital contributions; thereafter, 25% of distributions of cash flow from operations, and (ii) 25% of distributions from net proceeds from sale and financing of the Partnership's properties remaining after distribution to all partners of any portion thereof required to cause distributions to partners from all sources to equal their capital contributions. During 1985, the partners received cumulative distributions equal to their capital contributions. During 1997, there were no incentive distributions paid by the Partnership. 14 The Partnership has a Management Agreement with PSI (as successor-in-interest to PSMI). Under the Management Agreement, the Partnership pays PSI a fee of 6% of the gross revenues of the mini-warehouse properties operated for the Partnership. During 1998, the Partnership paid fees of $277,000 to PSI pursuant to the Management Agreement. 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 Financial Statements and Financial Statement Schedule. 2. Financial Statement Schedules. See Index to Financial Statements and Financial Statement Schedule. 3. Exhibits: See Exhibit Index contained below. (b) Reports on Form 8-K: No reports on Form 8-K were filed during the last quarter of fiscal 1996. (c) Exhibits: See Exhibit Index contained below. 15 PUBLIC STORAGE PROPERTIES, LTD. EXHIBIT INDEX (Item 14(c)) 3.1 Amended Certificate and Agreement of Limited Partnership. Previously filed with the Securities and Exchange Commission as Exhibit A to the Partnership's Prospectus included in Registration Statement No. 2-57750 and incorporated herein by reference. 10.1 Second Amended and Restated Management Agreement dated November 16, 1995 between the Partnership and Public Storage, Inc. Previously filed with the Securities and Exchange Commission as an exhibit to PS Partners, Ltd.'s Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference. 10.2 Loan documents dated August 28, 1987 between the Partnership and The Travelers Insurance Company. 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, 1993 and incorporated herein by reference. 10.3 Modified loan documents dated September 1, 1993 between the Partnership and The Travelers Insurance Company. 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, 1993 and incorporated herein by reference. 10.4 Loan documents dated June 30, 1994 between the Partnership and Wells Fargo Bank. 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. 10.5 Loan documents dated January 26, 1996 between the Partnership and Public Storage, 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, 1995 and incorporated herein by reference. 10.6 Loan documents dated January 27, 1997 between the Partnership and Public Storage, 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, 1996 and incorporated herein by reference. 10.7 Loan documents dated January 27, 1998 between the Partnership and Public Storage, Inc. Filed herewith. 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, 1997 and incorporated herein by reference. 10.8 Credit Agreement dated October 23, 1998 between Public Storage Properties, Ltd. and First Union Bank. Previously filed with the Securities and Exchange Commission as an exhibit to the Partnership's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 and incorporated herein by reference. 10.9 Interest Rate Swap Confirmation dated October 26, 1998 by and between Public Storage Properties, Ltd. and first Union National Bank expires on October 23, 2001. Previously filed with the Securities and Exchange Commission as an exhibit to the Partnership's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 and incorporated herein by reference. 10.10 Interest Rate Swap Confirmation dated October 27, 1998 by and between Public Storage Properties, Ltd. and first Union National Bank expires on October 23, 2000. Previously filed with the Securities and Exchange Commission as an exhibit to the Partnership's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 and incorporated herein by reference. 27 Financial Data Schedule. Filed herewith. 16 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. PUBLIC STORAGE PROPERTIES, LTD. a California Limited Partnership Dated: March 31, 1999 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.
Signature Capacity Date - ---------------------------- ------------------------------------------- -------------------- /s/ B. Wayne Hughes Chairman of the Board and Chief Executive March 31, 1999 - ---------------------------- Officer of Public Storage, Inc. (principal B. Wayne Hughes executive officer) /s/ Harvey Lenkin President and Director March 31, 1999 - ---------------------------- of Public Storage, Inc. Harvey Lenkin /s/ B. Wayne Hughes, Jr. Vice President and Director March 31, 1999 - ---------------------------- of Public Storage, Inc. B. Wayne Hughes, Jr. /s/ John Reyes Senior Vice President and Chief Financial March 31, 1999 - ---------------------------- Officer of Public Storage, Inc. John Reyes (principal financial officer and principal accounting officer) /s/ Robert J. Abernethy Director of Public Storage, Inc. March 31, 1999 - ---------------------------- Robert J. Abernethy /s/ Dann V. Angeloff Director of Public Storage, Inc. March 31, 1999 - ---------------------------- Dann V. Angeloff /s/ William C. Baker Director of Public Storage, Inc. March 31, 1999 - ---------------------------- William C. Baker Director of Public Storage, Inc. - ---------------------------- Thomas J. Barrack, Jr. /s/ Uri P. Harkham Director of Public Storage, Inc. March 31, 1999 - ---------------------------- Uri P. Harkham Director of Public Storage, Inc. - ---------------------------- Daniel C. Staton
17 PUBLIC STORAGE PROPERTIES, LTD. INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE (Item 14 (a)) Page References ---------- Report of Independent Auditors F-1 Financial Statements and Schedule: Balance Sheets as of December 31, 1998 and 1997 F-2 For the years ended December 31, 1998, 1997 and 1996: Statements of Income F-3 Statements of Partners' Deficit F-4 Statements of Cash Flows F-5 Notes to Financial Statements F-6 - F-9 Schedule: III - Real Estate and Accumulated Depreciation F-10 - F-11 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. Report of Independent Auditors The Partners Public Storage Properties, Ltd. We have audited the accompanying balance sheets of Public Storage Properties, Ltd. as of December 31, 1998 and 1997, and the related statements of income, partners' deficit and cash flows for each of the three years in the period ended December 31, 1998. Our audits also included the 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 Public Storage Properties, Ltd. at December 31, 1998 and 1997, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1998, 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 February 26, 1999 Los Angeles, California F-1 PUBLIC STORAGE PROPERTIES, LTD. BALANCE SHEETS December 31, 1998 and 1997
1998 1997 ----------------- ---------------- ASSETS ------ Cash and cash equivalents $ 248,000 $ 546,000 Rent and other receivables 36,000 46,000 Real estate facilities, at cost: Building, land improvements and equipment 8,440,000 8,001,000 Land 2,511,000 2,511,000 ----------------- ---------------- 10,951,000 10,512,000 Less accumulated depreciation (5,990,000) (5,492,000) ----------------- ---------------- 4,961,000 5,020,000 Other assets 104,000 148,000 ----------------- ---------------- Total assets $ 5,349,000 $ 5,760,000 ================= ================ LIABILITIES AND PARTNERS' DEFICIT --------------------------------- Accounts payable $ 96,000 $ 32,000 Deferred revenue 127,000 131,000 Note payable to affiliate - 300,000 Mortgage note - 13,793,000 Note payable to commercial bank 12,000,000 - Partners' deficit: Limited partners' deficit, $500 per unit, 20,000 units authorized, issued and outstanding (5,104,000) (6,308,000) General partners' deficit (1,770,000) (2,188,000) ----------------- ---------------- Total partners' deficit (6,874,000) (8,496,000) ----------------- ---------------- Total liabilities and partners' deficit $ 5,349,000 $ 5,760,000 ================= ================
See accompanying notes. F-2 PUBLIC STORAGE PROPERTIES, LTD. STATEMENTS OF INCOME For each of the three years in the period ended December 31, 1998
1998 1997 1996 ------------------ ------------------ ------------------ REVENUES: Rental income $ 4,610,000 $ 4,321,000 $ 4,002,000 Other income 19,000 16,000 5,000 ------------------ ------------------ ------------------ 4,629,000 4,337,000 4,007,000 ------------------ ------------------ ------------------ COSTS AND EXPENSES: Cost of operations 1,078,000 977,000 967,000 Management fees paid to affiliate 277,000 259,000 220,000 Depreciation 498,000 446,000 402,000 Administrative 77,000 62,000 52,000 Interest expense 1,077,000 1,252,000 1,358,000 ------------------ ------------------ ------------------ 3,007,000 2,996,000 2,999,000 ------------------ ------------------ ------------------ NET INCOME $ 1,622,000 $ 1,341,000 $ 1,008,000 ================== ================== ================== Limited partners' share of net income ($80.25 per unit in 1998, $66.40 per unit in 1997, and $49.90 per unit in 1996) $ 1,605,000 $ 1,328,000 $ 998,000 General partners' share of net income 17,000 13,000 10,000 ------------------ ------------------ ------------------ $ 1,622,000 $ 1,341,000 $ 1,008,000 ================== ================== ==================
See accompanying notes. F-3 PUBLIC STORAGE PROPERTIES, LTD. STATEMENTS OF PARTNERS' DEFICIT For each of the three years in the period ended December 31, 1998
Total Partners' Limited Partners General Partners Deficit ------------------- ------------------- ------------------- Balance at December 31, 1995 $ (8,052,000) $ (2,793,000) $ (10,845,000) Net income 998,000 10,000 1,008,000 Equity transfer (250,000) 250,000 - ------------------- ------------------- ------------------- Balance at December 31, 1996 (7,304,000) (2,533,000) (9,837,000) Net income 1,328,000 13,000 1,341,000 Equity transfer (332,000) 332,000 - ------------------- ------------------- ------------------- Balance at December 31, 1997 (6,308,000) (2,188,000) (8,496,000) Net income 1,605,000 17,000 1,622,000 Equity transfer (401,000) 401,000 - ------------------- ------------------- ------------------- Balance at December 31, 1998 $ (5,104,000) $ (1,770,000) $ (6,874,000) =================== =================== ===================
See accompanying notes. F-4 PUBLIC STORAGE PROPERTIES, LTD. STATEMENTS OF CASH FLOWS For each of the three years in the period ended December 31, 1998
1998 1997 1996 --------------- --------------- --------------- Cash flows from operating activities: Net income $ 1,622,000 $ 1,341,000 $ 1,008,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 498,000 446,000 402,000 Decrease (increase) in rent and other receivables 10,000 2,000 (6,000) Amortization of prepaid management fees - - 138,000 Amortization of prepaid loan fees 110,000 33,000 33,000 Decrease (increase) in other assets (66,000) 19,000 (17,000) Increase (decrease) in accounts payable 64,000 27,000 (72,000) (Decrease) increase in deferred revenue (4,000) 13,000 (14,000) --------------- --------------- --------------- Total adjustments 612,000 540,000 464,000 --------------- --------------- --------------- Net cash provided by operating activities 2,234,000 1,881,000 1,472,000 --------------- --------------- --------------- Cash flows from investing activities: Additions to real estate facilities (439,000) (280,000) (228,000) --------------- --------------- --------------- Net cash used in investing activities (439,000) (280,000) (228,000) --------------- --------------- --------------- Cash flows from financing activities: Proceeds from note payable to affiliate 11,000,000 - - Principal payments on note payable to affiliate (11,300,000) (600,000) (130,000) Proceeds from note payable to commercial bank 12,400,000 - - Principal payments on note payable to commercial bank (400,000) - - Principal payments on mortgage note payable (13,793,000) (524,000) (1,134,000) --------------- --------------- --------------- Net cash used in financing activities (2,093,000) (1,124,000) (1,264,000) --------------- --------------- --------------- Net (decrease) increase in cash and cash equivalents (298,000) 477,000 (20,000) Cash and cash equivalents at the beginning of the year 546,000 69,000 89,000 --------------- --------------- --------------- Cash and cash equivalents at the end of the year $ 248,000 $ 546,000 $ 69,000 =============== =============== ===============
See accompanying notes. F-5 PUBLIC STORAGE PROPERTIES, LTD. NOTES TO FINANCIAL STATEMENTS December 31, 1998 1. DESCRIPTION OF PARTNERSHIP Public Storage Properties, Ltd. (the "Partnership") was formed with the proceeds of a public offering. The general partners in the Partnership are Public Storage, Inc. ("PSI") and B. Wayne Hughes ("Hughes"). The Partnership owns nine mini-warehouse facilities located in California. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS Mini-Warehouse Facilities: -------------------------- Cost of land includes appraisal fees and legal fees related to acquisition and closing costs. Buildings, land improvements and equipment reflect costs incurred through December 31, 1998 and 1997 to develop mini-warehouse facilities which provide self-service storage spaces for lease, usually on a month-to-month basis, to the general public. The buildings and equipment are depreciated on a straight-line basis over estimated useful lives of 25 and 5 years, respectively. In 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("Statement 121"). Statement 121 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. Statement 121 also addresses the accounting for long-lived assets that are expected to be disposed of. The Partnership has not identified any assets which indicate an impairment in the carrying value of the asset is present. Allocation of Net Income: ------------------------- The general partners' share of net income consists of amounts attributable to their 1% capital contribution and an additional percentage of cash flow (as defined) which relates to the general partners' share of cash distributions as set forth in the Partnership Agreement (Note 4). All remaining net income is allocated to the limited partners. Per unit data is based on the weighted average number of the limited partnership units (20,000) outstanding during the period. 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. Other Assets: ------------- Included in other assets are deferred financing costs. In 1993, the Partnership incurred deferred financing costs of approximately $246,000 in connection with the modification of its mortgage note payable (Note 7). In October 1998 the mortgage note payable was paid in full. The remaining balance of the financing costs were fully amortized in 1998. Use of Estimates: ----------------- The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. F-6 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS (CONTINUED) 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 1995, the Partnership completed environmental assessments of its properties to evaluate the environmental condition of, and potential environmental liabilities of such properties. These assessments were performed by an independent environmental consulting firm. 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. Segement Reporting: ------------------- Effective January 1, 1998, the Partnership adopted SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information." SFAS No. 131 established standards for the way public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. SFAS No. 131 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Partnership only has one reportable segment as defined within SFAS No. 131, therefore the adoption of SFAS No. 131 had no effect on the Partnership's disclosure. Derivatives: ------------ In June 1998, the Financial Accounting Standards Board issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, which is required to be adopted in years beginning after June 15, 1999. Management does not anticipate that the adoption of the new Statement will have a significant effect on earnings or the financial position of the Partnership. 3. CASH DISTRIBUTIONS The Partnership Agreement requires that cash available for distribution (cash flow from all sources less cash necessary for any obligations or capital improvement needs) be distributed at least quarterly. Cash distributions have been suspended since the fourth quarter of 1990 for debt service payments. 4. PARTNERS' DEFICIT The general partners have a 1% interest in the Partnership. In addition, the general partners have an 8% interest in cash distributions attributable to operations (exclusive of distributions attributable to sale and financing proceeds until the limited partners recover all of their initial investment). Thereafter, the general partners have a 25% interest in all cash distributions (including sale and financing proceeds). In 1985, the limited partners recovered all of their initial investment. All subsequent cash distributions are being made 25.75% (including the 1% interest) to the general partners and 74.25% to the limited partners. Transfers of equity are made periodically to conform the partners' equity accounts to the provisions of the Partnership Agreement. These transfers have no effect on the results of operations or distributions to partners. Concurrent with the financing of the Partnership's properties in 1987 (Note 7), the Partnership made a special distribution totaling $20,202,000 to the partners. This special distribution had no effect on the Partnership's taxable income, however, resulted in a deficit in the limited and general partners' equity accounts. F-7 5. RELATED PARTY TRANSACTIONS The Partnership has a Management Agreement with PSI (as successor-in-interest to PSMI). Under the terms of the agreement, PSI operates the mini-warehouse facilities for a fee equal to 6% of the facilities' gross revenue (as defined). In November 1995, the Management Agreement was amended to provide that upon demand from PSI or PSMI made prior to December 15, 1995, the Partnership agreed to prepay (within 15 days after such demand) up to 12 months of management fees (based on the management fees for the comparable period during the calendar year immediately preceding such prepayment) discounted at the rate of 14% per year to compensate for early payment. See footnote 7, on related party note payable. 6. TAXES BASED ON INCOME Taxes based on income are the responsibility of the individual partners and, accordingly, the Partnership's financial statements do not reflect a provision for such taxes. Unaudited taxable net income was $1,763,000, $1,553,000 and $1,122,000 for the years ended December 31, 1998, 1997 and 1996, respectively. The difference between taxable net income and net income is primarily related to depreciation expense resulting from difference in depreciation methods. 7. NOTES PAYABLE Notes payable at December 31, 1998 and 1997 consist of the following:
1998 1997 --------------- --------------- 8.25% mortgage note payable to an insurance company with principal and interest of $141,000 due monthly. $ - $ 13,793,000 Unsecured note payable to affiliate, bearing interest at the prime rate plus 1%, payable monthly, and requiring 50,000 principal payments; remaining principal due July 1, 1998. - 300,000 Unsecured note payable to a commercial bank bearing interest at the London Interbank Offering Rate ("LIBOR) plus 0.55%. The loan requires monthly payments of interest and matures October 2002. 12,000,000 - --------------- --------------- $ 12,000,000 $ 14,093,000 =============== ===============
During 1987, the Partnership financed all of its properties with a $20,885,000, nonrecourse note secured by the Partnership's properties which was scheduled to mature in 1994. In September 1993, the Partnership and the lender modified the terms of the note whereby (i) the Partnership was required to make a $5,000,000 principal repayment, (ii) the interest rate was reduced from 10.25% to 8.25% per annum, and (iii) the maturity date was extended from September 1, 1994 to September 1, 2001. In January 1996 the Partnership obtained a $1,510,000 loan from PSI to repay and terminate the unsecured note payable to a commercial financial bank. The PSI loan bears interest at the prime rate plus 1%, payable monthly, in addition to monthly principal payments of $50,000. In March 1998, the Partnership paid the remaining balance of the loan. F-8 7. NOTES PAYABLE (CONTINUED) 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 matures June 1999. The loan calls for monthly payments of interest only. Principal may be paid at anytime without penalty. Public Storage, Inc. has also provided the Partnership with options to extend the loan term through June 2003. Interest paid to Public Storage, Inc. in 1998 was $317,000. 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% (5.61% as of December 31, 1998). 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 loan proceeds were used to pay off the Partnership's existing indebtedness. 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. The unrealized loss of the interest rate swaps if required to be liquidated at December 31, 1998 was approximatley $3,000. The estimated fair value of the Partnership's notes payable as of December 31, 1998 are their current outstanding balances. This value is based on notes currently available with similar terms and remaining maturities. Interest paid on the notes was $933,000, $1,219,000 and $1,325,000 for the years ended December 31, 1998, 1997 and 1996, respectively. F-9 Public Storage Properties, Ltd. Schedule III - Real Estate and Accumulated Depreciation
Initial Cost ---------------------------- Costs Building, Subsequent to Land Imp & construction Description Encumbrances Land Equipment (Improvements) - ----------------------- ----------------- ------------- ------------- ------------- Corona $ - $ 155,000 $ 757,000 $ 186,000 Fremont - 112,000 741,000 301,000 Milpitas - 198,000 649,000 174,000 Norco - 95,000 456,000 88,000 North Hollywood - 314,000 553,000 192,000 Pasadena - 327,000 515,000 217,000 Sun Valley - 329,000 611,000 256,000 Wilmington - 815,000 1,336,000 437,000 Whittier - El Monte - 166,000 763,000 208,000 ----------------- ------------- ------------- ------------- $ 12,000,000(1) $ 2,511,000 $ 6,381,000 $ 2,059,000 ================= ============= ============= =============
Gross Carrying Amount at December 31, 1998 ----------------------------------------- Building, Land Imp & Accumulated Date Description Land Equipment Total Depreciation Completed - ----------------------- ------------ ------------- ------------ -------------- --------- Corona $ 155,000 $ 943,000 $ 1,098,000 $ 665,000 12/78 Fremont 112,000 1,042,000 1,154,000 750,000 11/78 Milpitas 198,000 823,000 1,021,000 573,000 11/78 Norco 95,000 544,000 639,000 392,000 12/78 North Hollywood 314,000 745,000 1,059,000 470,000 12/79 Pasadena 327,000 732,000 1,059,000 524,000 08/78 Sun Valley 329,000 867,000 1,196,000 655,000 10/78 Wilmington 815,000 1,773,000 2,588,000 1,279,000 08/78 Whittier - El Monte 166,000 971,000 1,137,000 682,000 07/78 ------------ ------------- ----------- -------------- $ 2,511,000 $ 8,440,000 $ 10,951,000 $ 5,990,000 ============ ============= ============ ==============
(1) All nine properties are encumbered by a promissory note. The $12,000,000 listed above is the principal balance remaining on the note at December 31, 1998. F-10 Public Storage Properties, Ltd. Real Estate Reconciliation Schedule III (continued) (a) The following is a reconciliation of costs and related accumulated depreciation: COST 1998 1997 1996 ----------- ----------- ----------- Balance at the beginning of the period $10,512,000 $10,232,000 $10,004,000 Additions during the period Improvements 439,000 280,000 228,000 Deductions during the period - - ----------- ----------- ----------- Balance at the close of the period $10,951,000 $10,512,000 $10,232,000 =========== =========== =========== ACCUMULATED DEPRECIATION RECONCILIATION 1998 1997 1996 ----------- ----------- ----------- Balance at the beginning of the period $5,492,000 $5,046,000 $4,644,000 Additions during the period Depreciation 498,000 446,000 402,000 ----------- ----------- ----------- Balance at the close of the period $5,990,000 $5,492,000 $5,046,000 =========== =========== =========== (b) The aggregate depreciable cost of real estate (excluding land) for Federal income tax purposes is $3,202,000 (unaudited). F-11 EX-27 2 FDS --
5 0000202953 Public Storage Properties, Ltd. 1 US 12-mos Dec-31-1998 Jan-01-1998 Dec-31-1998 1 248,000 0 36,000 0 0 388,000 10,951,000 (5,990,000) 5,349,000 223,000 12,000,000 0 0 0 (6,874,000) 5,349,000 0 4,629,000 0 1,355,000 575,000 0 1,077,000 1,622,000 0 1,622,000 0 0 0 1,622,000 80.25 80.25
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