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, 2002
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
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Commission File Number 0-8667
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PUBLIC STORAGE PROPERTIES, LTD.
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(Exact name of registrant as specified in its charter)
California 95-3196921
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
701 Western Avenue
Glendale, California 91201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 244-8080
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Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act)
Yes No X
--- ---
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
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When used within this document, the words "expects," "believes,"
"anticipates," "should," "estimates," and similar expressions are intended to
identify "forward-looking statements" within the meaning of that term in Section
27A of the Securities Exchange Act of 1933, as amended, and in Section 21F of
the Securities Exchange Act of 1934, as amended. Such forward-looking statements
involve known and unknown risks, uncertainties, and other factors, which may
cause the actual results and performance of the Partnership to be materially
different from those expressed or implied in the forward looking statements.
Such factors are described in Item 1A, "Risk Factors" and include changes in
general economic conditions and in the markets in which the Partnership operates
and the impact of competition from new and existing storage and commercial
facilities and other storage alternatives, which could impact rents and
occupancy levels at the Partnership's facilities; the impact of the regulatory
environment as well as national, state, and local laws and regulations, which
could increase the Partnership's expense and reduce the Partnership's cash
available for distribution; and economic uncertainty due to the impact of war or
terrorism could adversely affect our business plan. We disclaim any obligation
to publicly release the results of any revisions to these forward-looking
statements reflecting new estimates, events or circumstances after the date of
this report.
General
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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").
The Partnership has reported annually to the Securities and Exchange
Commission on form 10-K which includes financial statements certified by
independent public accountants. The Partnership has also reported quarterly to
the Securities and Exchange Commission on Form 10-Q and includes unaudited
financial statements with such filings. The Partnership expects to continue such
reporting.
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 of PSI, was chief executive officer through November 7, 2002 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.
2
Investment Objectives and Policies
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The Partnership's objectives are to (i) preserve and protect invested
capital, (ii) maximize the potential for appreciation in value of its
investments, (iii) provide Federal income tax deductions so that during the
early years of property operations a portion of cash distributions may be
treated as a return of capital for tax purposes, and therefore, may not
represent taxable income to the limited partners, and (iv) provided for cash
distributions from operations.
Following are the Partnership's investment practices and policies. The
Partnership does not anticipate making any additional investments other than
maintenance capital expenditures and does not anticipate liquidating the
investments it now holds. While a vote of the limited partners is generally
required to change the Partnership's investment policies, PSI holds a majority
of the limited partnership units, and as a result, the General Partners could
change these policies through PSI's vote.
* Our investments consists of 9 self-storage facilities. These
investments are in real estate or real estate entities holding
real estate located in the United States. See "Mini-warehouses"
and Item 2 "Properties" for further information. These investments
were acquired both for income and capital gains.
* There is no limitation on the amount or percentage of assets which
can be invested in any specific person.
The Partnership does not anticipated borrowing money, issuing senior
securities, making loans to other persons, investing in the securities of other
issuers for the purpose of exercising control, underwriting the securities of
other issuers, engaging in the purchase and sale of investments, offering
securities in exchange for property, or repurchasing or otherwise reacquiring
its outstanding securities.
Mini-warehouses
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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.
3
Operating Strategies
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The Partnership's mini-warehouses are operated by PSI under the "Public
Storage" name, which the Partnership believes is the most recognized name in the
mini-warehouse industry. The major elements of the Partnership's operating
strategies are as follows:
* CAPITALIZE ON "PUBLIC STORAGE'S" NAME RECOGNITION. PSI, together
with its predecessor, has more than 20 years of operating
experience in the mini-warehouse business, and is the largest
operator of mini-warehouses in the United States. PSI 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 200,000 calls per month from
potential customers inquiring as to the nearest Public Storage
mini-warehouse.
* MAINTAIN HIGH OCCUPANCY LEVELS AND INCREASE ANNUAL REALIZED RENTS.
Subject to market conditions, the Partnership generally seeks to
achieve average occupancy levels in excess of 90% and to eliminate
promotions prior to increasing rental rates. Average occupancy for
the Partnership's mini-warehouses was 92% and 87% for 2001 and
2002, respectively. Realized annual rents per square foot
increased 6.6% from $12.84 in 2001 to $13.69 in 2002. 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 4,500
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.
Property Operator
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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.
4
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 the Partnership or six months notice by PSI.
Competition
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Competition in the market areas in which the Partnership operates is
significant and affects the occupancy levels, rental rates and operating
expenses of certain of the Partnership's facilities. Competition may be
accelerated by any increase in availability of funds for investment in real
estate. Recent increases in plans for development of mini-warehouses is expected
to further intensify competition among mini-warehouse operators in certain
market areas. In addition to competition from mini-warehouses operated by PSI,
there are three other national firms and numerous regional and local operators.
The Partnership believes that the significant operating and financial experience
of PSI, and the "Public Storage" name, should enable the Partnership to continue
to compete effectively with other entities.
Other Business Activities
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A corporation that reinsures policies against losses to goods stored by
tenants in PSI's storage facilities was purchased by PSI from Mr. Hughes and
members of his family (the "Hughes Family") on December 31, 2001. We believe
that the availability of insurance reduces our potential liability to tenants
for losses to their goods from theft or destruction. This corporation receives
the premiums and bears the risks associated with the re-insurance.
A subsidiary of PSI sells locks and boxes and rents trucks to the
general public and tenants to be used in securing their spaces and moving their
goods. We believe that the availability of locks and boxes for sale and the
rental of trucks promote the rental of spaces.
Federal Income Tax
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Public Storage Properties, Ltd. is treated as a partnership for federal
income tax purposes with the taxable income of the entity allocated to each
partners in accordance with the partnership agreement.
Employees
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There are 13 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.
5
ITEM 1A. RISK FACTORS
In addition to the other information in our Form 10-K, you should
consider the following factors in evaluating the Partnership:
PUBLIC STORAGE HAS A SIGNIFICANT DEGREE OF CONTROL OVER THE
PARTNERSHIP.
Public Storage is general partner and owns approximately 31.4% of our
outstanding limited partnership units. As a result, Public Storage has a
significant degree of control over matters submitted to a vote of our
unitholders, including amending our organizational documents, dissolving the
Partnership and approving other extraordinary transactions.
SINCE OUR BUSINESS CONSISTS PRIMARILY OF ACQUIRING AND OPERATING REAL
ESTATE, WE ARE SUBJECT TO REAL ESTATE OPERATING RISKS.
The value of our investments may be reduced by general risks of real
estate ownership. Since we derive substantially all of our income from real
estate operations, we are subject to the general risks of owning real
estate-related assets, including:
* lack of demand for rental spaces or units in a locale;
* changes in general economic or local conditions;
* changes in supply of or demand for similar or competing facilities in
an area;
* potential terrorists attacks;
* the impact of environmental protection laws;
* changes in interest rates and availability of permanent mortgage funds
which may render the sale or financing of a property difficult or
unattractive; and
* changes in tax, real estate and zoning laws.
There is significant competition among self-storage facilities and from
other storage alternatives. Most of our properties are self-storage facilities,
which generated 94% of our rental revenue during 2002. Local market conditions
will play a significant part in how competition will affect us. Competition in
the market areas in which many of our properties are located from other
self-storage facilities and other storage alternatives is significant and has
affected the occupancy levels, rental rates and operating expenses of some of
our properties. Any increase in availability of funds for investment in real
estate may accelerate competition. Further development of self-storage
facilities may intensify competition among operators of self-storage facilities
in the market areas in which we operate.
We may incur significant environmental costs and liabilities. As an
owner of real properties, under various federal, state and local environmental
laws, we are required to clean up spills or other releases of hazardous or toxic
substances on or from our properties. Certain environmental laws impose
liability whether or not the owner knew of, or was responsible for, the presence
of the hazardous or toxic substances. In some cases, liability may not be
limited to the value of the property. The presence of these substances, or the
failure to properly remediate any resulting contamination, also may adversely
affect the owner's or operator's ability to sell, lease or operate its property
or to borrow using its property as collateral.
We have conducted preliminary environmental assessments on the
properties the Partnership has an interest in to evaluate the environmental
condition of, and potential environmental liabilities associated with, our
properties. These assessments generally consist of an investigation of
environmental conditions at the property (not including soil or groundwater
sampling or analysis), as well as a review of available information regarding
the site and publicly available data regarding conditions at other sites in the
vicinity. In connection with these property assessments, we have become aware
that prior operations or activities at some facilities or from nearby locations
have or may have resulted in contamination to the soil or groundwater at these
facilities. In this regard, some of our facilities are or may be the subject of
federal or state environment investigations or remedial actions. Although we
cannot provide any assurance, based on the preliminary environmental
assessments, we believe we have funds available to cover any liability from
environmental contamination or potential contamination and we are not aware of
any environmental contamination of our facilities material to our overall
business, financial condition or results of operation.
Property taxes can increase and cause a decline in yields on
investments. Each of our properties is subject to real property taxes. These
real property taxes may increase in the future as property tax rates change and
as our properties are assessed or reassessed by tax authorities. Such increases
could adversely impact the Partnership's profitability.
We must comply with the Americans with Disabilities Act and fire and
safety regulations, which can require significant expenditures: All our
properties must comply with the Americans with Disabilities Act and with related
regulations (the "ADA"). The ADA has separate compliance requirements for
"public accomodations" and "commercial facilities," but generally requires that
buildings be made accessible to persons with disabilities. Various state laws
impose similar requirements. A failure to comply with the ADA or similar state
laws could result in government imposed fines on us and the award of damages to
individuals affected by the failure. In addition, we must operate our properties
in compliance with numerous local fire and safety regulations, building codes,
and other land use regulations. Compliance with these requirements can require
us to spend substantial amounts of money, which would reduce cash otherwise
available for distribution to Partners. Failure to comply with these
requirements could also affect the marketability of our real estate facilities.
TERRORIST ATTACKS AND THE POSSIBILITY OF WIDER ARMED CONFLICT MAY HAVE
AN ADVERSE IMPACT ON OUR BUSINESS AND OPERATING RESULTS AND COULD DECREASE THE
VALUE OF OUR ASSETS.
Terrorist attacks and other acts of violence or war, such as those that
took place on September 11, 2001, could have a material adverse impact on our
business and operating results. There can be no assurance that there will not be
further terrorist attacks against the United States or its businesses or
interests. Attacks or armed conflicts that directly impact one or more of our
properties could significantly affect our ability to operate those properties
and thereby impair our operating results. Further, we may not have insurance
coverage for losses caused by a terrorist attack. Such insurance may not be
available, or if it is available and we decide to obtain such terrorist
coverage, the cost for the insurance may be significant in relationship to the
risk overall. In addition, the adverse effects that such violent acts and
threats of future attacks could have on the U.S. economy could similarly have a
material adverse effect on our business and results of operations. Finally,
further terrorist acts could cause the United States to enter into a wider armed
conflict, which could further impact our business and operating results.
6
ITEM 2. PROPERTIES
The following table sets forth information as of December 31, 2002
about properties owned by the Partnership:
Net Number Date Completion
Location Size of Parcel Rentable Area of Spaces of Purchase Date
- -------------------- ---------------- ------------------ ------------- --------------- ----------
California
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Corona 2.82 acres 52,000 sq. ft. 467 June 29, 1978 Dec. 1978
Fremont 3.00 acres 53,000 sq. ft. 465 Mar. 21, 1978 Nov. 1978
Milpitas (1) 3.40 acres 55,000 sq. ft 430 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 37,000 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. 1,088 Apr. 18, 1978 Aug. 1978
Whittier -
El Monte (2) 3.28 acres 58,000 sq. ft. 538 Nov. 29, 1977 July 1978
(1) In the first quarter of 2000, the Partnership sold approximately 2% of the
land.
(2) In the second quarter of 2000, the Partnership sold approximately 19% of
the land.
The weighted average occupancy level for the mini-warehouse facilities
was 92% and 87% for 2001 and 2002, respectively.
As of December 31, 2002, the properties are not encumbered as described
further in this report under Note 7 of the Notes to the Financial Statements
included in Item 15(a).
The Partnership does not have any agreements to buy or sell any real
estate nor does it expect to further develop any of its facilities except for
capital improvements.
ITEM 3. LEGAL PROCEEDINGS
Salaam, et. Al V. Public Storage, Inc. (filed February 2000)
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The plaintiffs in this case are suing the Company on behalf of a
purported class of California resident property managers who claim that they
were not compensated for all the hours they worked. The named plaintiffs have
indicated that their claims total less than $20,000 in aggregate. This maximum
potential liability can only be increased if a class is certified or if claims
are permitted to be brought on behalf of the others under the California Unfair
Business Practices Act. The plaintiffs' motion for class certification was
denied in August 2002; the plaintiffs have appealed this denial. This denial
does not deal with the claim under the California Unfair Business Practices Act.
The Company is continuing to vigorously contest the claims in this case
and intends to resist any expansion beyond the named plaintiffs on the grounds
of lack of commonality of claims. The Company's resistance will include opposing
the plaintiffs' appeal of the court's denial of class certification and opposing
the claim on behalf of others under the California Unfair Business Practices
Act.
Henriquez v. Public Storage, Inc. (Filed June 2002; Dismissed January, 2003)
- ----------------------------------------------------------------------------
The plaintiff in this case filed a suit against the Company on behalf
of a purported class of renters who rented self-storage units from the Company.
Plaintiff alleged that the Company misrepresents the size of its units and
sought damages and injunctive and declaratory relief under California statutory
and common law relating to consumer protection, unfair competition, fraud and
deceit and negligent misrepresentation. In January 2003, the plaintiff caused
this suit to be dismissed. The plaintiff's attorney has advised that he
anticipates filing a similar suit against the Company on behalf of a new
plaintiff. However, the Company cannot presently determine the potential total
damages, if any, or the ultimate outcome of any such litigation. If a new suit
is filed, the Company intends to vigorously contest any claims on which it is
based.
7
Public Storage and the Partnership are parties to various claims,
complaints, and other legal actions that have arisen in the normal course of
business from time to time. We believe that the outcome of these other pending
legal proceedings, in the aggregate, will not have a material adverse effect
upon the operations or financial position of 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 2002.
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 affiliates) 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, 2002, there were approximately 595 record holders of Units.
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.
Reference is made to Item 6 and 7 hereof for information on the amount
of such distributions.
8
ITEM 6. SELECTED FINANCIAL DATA
For the Year Ended
December 31, 2002 2001 2000 1999 1998
- ----------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
Revenues $ 5,938,000 $ 6,006,000 $ 5,401,000 $ 4,978,000 $ 4,629,000
Depreciation and
amortization 516,000 533,000 534,000 579,000 498,000
Interest expense 14,000 221,000 415,000 601,000 1,077,000
Net income (2) 3,729,000 3,643,000 2,997,000 2,288,000 1,622,000
Limited partners' share 3,242,000 3,607,000 2,967,000 2,265,000 1,605,000
General partners' share 487,000 36,000 30,000 23,000 17,000
Limited partners' per unit data (1):
Net income (2) $162.10 $180.35 $148.35 $113.25 $80.25
Cash Distributions $67.50 - - - -
As of December 31,
- ------------------
Cash and cash equivalents $ 538,000 $ 175,000 $ 324,000 $ 153,000 $ 248,000
Total assets $ 4,178,000 $ 4,242,000 $ 4,664,000 $ 4,873,000 $ 5,349,000
Notes payable $ - $ 2,000,000 $ 6,025,000 $ 9,225,000 $ 12,000,000
(1) Per unit data is based on the weighted average number of the limited
partnership units (20,000) outstanding during the period.
(2) Net income for the year ended December 31, 2000 includes a gain relating to
a sale of land totaling $136,000 ($5.05 per limited partnership unit).
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Forward Looking Statements
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When used within this document, the words "expects," "believes,"
"anticipates," "should," "estimates," and similar expressions are intended to
identify "forward-looking statements" within the meaning of that term in Section
27A of the Securities Exchange Act of 1933, as amended, and in Section 21F of
the Securities Exchange Act of 1934, as amended. Such forward-looking statements
involve known and unknown risks, uncertainties, and other factors, which may
cause the actual results and performance of the Partnership to be materially
different from those expressed or implied in the forward looking statements.
Such factors are described in Item 1A, "Risk Factors" and include changes in
general economic conditions and in the markets in which the Partnership operates
and the impact of competition from new and existing storage and commercial
facilities and other storage alternatives, which could impact rents and
occupancy levels at the Partnership's facilities; the impact of the regulatory
environment as well as national, state, and local laws and regulations, which
could increase the Partnership's expense and reduce the Partnership's cash
available for distribution; and economic uncertainty due to the impact of war or
terrorism could adversely affect our business plan. We disclaim any obligation
to publicly release the results of any revisions to these forward-looking
statements reflecting new estimates, events or circumstances after the date of
this report.
9
Critical Accounting Policies
- ----------------------------
IMPAIRMENT OF REAL ESTATE
Substantially all of our assets consist of real estate. We quarterly
evaluate our real estate for impairment. The evaluation of real estate for
impairment requires determining whether indicators of impairment exist, which is
a subjective process. When any indicators of impairment are found, the
evaluation then entails projections of future operating cashflows, which also
involves significant judgment. We have identified no such impairments at
December 31, 2002. However, future events, or facts and circumstances that
currently exist that we have not yet identified, could cause us to conclude in
the future that our real estate is impaired. Any resulting impairment loss could
have a material adverse impact on our financial condition and results of
operations.
ESTIMATED USEFUL LIVES OF LONG-LIVED ASSETS
Substantially all of our assets consist of depreciable, long-lived
assets. We record depreciation expense with respect to these assets based upon
their estimated useful lives. Any change in the estimated useful lives of those
assets, caused by functional or economic obsolescence or other factors, could
have a material adverse impact on our financial condition or results of
operations.
ACCRUALS FOR CONTINGENCIES
We are exposed to business and legal liability risks with respect to
events that have occurred, but in accordance with generally accepted accounting
principles we have not accrued for such potential liabilities because the loss
is either not probable or not estimable or because we are not aware of the
event. Future events and the result of pending litigation could result in such
potential losses becoming probable and estimable, which could have a material
adverse impact on our financial condition or results of operations. Some of
these potential losses, which we are aware of, are described in Note 9 to the
partnership's financial statements.
ACCRUALS FOR OPERATING EXPENSES
We accrue for property tax expense and other operating expenses based
upon estimates and historical trends and current and anticipated local and state
government rules and regulations. If these estimates and assumptions are
incorrect, our expenses could be misstated.
Results of Operations
- ---------------------
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001:
The Partnership's net income in 2002 was $3,729,000 compared to
$3,643,000 in 2001, representing an increase of $86,000. The increase is
primarily attributable to the significant reduction in interest expense related
to the note payable which was paid off in the third quarter of 2002.
During 2002, property net operating income (rental income less cost of
operations, management fees paid to an affiliate and depreciation expense)
decreased $123,000 or 3% from $3,787,000 in 2002 to $3,910,000 in 2001. This
decrease is primarily attributable to a decrease in rental revenues at the
Partnership's mini-warehouse facilities and an increase in cost of operations.
Rental income was $5,900,000 in 2002 compared to $5,972,000 in 2001,
representing a decrease of $72,000, or 1%. The decrease is attributable to a
decrease in average occupancy at the Partnership's mini-warehouse facilities.
Weighted average occupancy levels at the mini-warehouses was 87% and 92% for
2002 and 2001, respectively. The average annual realized rent per square foot at
the mini-warehouses was $13.69 in 2002 compared to $12.84 in 2001.
Cost of operations (including management fees paid to an affiliate) was
$1,597,000 and $1,529,000 in 2002 and 2001, respectively, representing an
increase of $68,000, or 4%. This increase is mainly attributable to increases in
advertising and promotion expenses.
Interest expense was $14,000 and $221,000 in 2002 and 2001,
respectively, representing a decrease of $207,000, or 9%. The decrease results
from a lower average outstanding loan balance in 2002 compared to 2001. See
Liquidity and Capital Resources for a discussion of the refinancing of the
Partnership's indebtedness.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000:
The Partnership's net income in 2001 was $3,643,000 compared to
$2,997,000 in 2000, representing an increase of $646,000. This increase is
primarily a result of increased operating results at the Partnership's real
estate facilities and a decrease in interest expense.
10
During 2001, property net operating income (rental income less cost of
operations, management fees paid to an affiliate and depreciation expense)
increased $554,000 or 17% from $3,356,000 in 2000 to $3,910,000 in 2001. This
increase is primarily attributable to an increase in rental revenues at the
Partnership's mini-warehouse facilities partially offset by an increase in cost
of operations.
Rental income was $5,972,000 in 2001 compared to $5,393,000 in 2000,
representing an increase of $579,000, or 11%. This increase is primarily
attributable to increased rental rates at the Partnership's real estate
facilities. Weighted average occupancy levels at the mini-warehouses was 92% and
96% for 2001 and 2000, respectively. The average annual realized rent per square
foot at the mini-warehouses was $12.84 in 2001 compared to $11.08 in 2000.
Cost of operations (including management fees paid to an affiliate) was
$1,529,000 and $1,503,000 in 2001 and 2000, respectively, representing an
increase of $26,000, or 2%. This increase is mainly attributable to increases in
management fees and advertising and promotion expenses.
Interest expense was $221,000 and $415,000 in 2001 and 2000,
respectively, representing a decrease of $194,000, or 47%. The decrease results
from a lower average outstanding loan balance in 2001 compared to 2000. See
Liquidity and Capital Resources for a discussion of the refinancing of the
Partnership's indebtedness.
Liquidity and Capital Resources
- -------------------------------
Cash flow from operating activities of $4,376,000 in 2002 has been
sufficient to meet all current obligations of the Partnership. During 2003, the
Partnership anticipates approximately $104,000 of capital improvements compared
to $196,000 in 2002 and $207,000 in 2001.
During October 1998, the Partnership borrowed $12,400,000 from a
commercial bank to payoff existing notes. Interest on the unsecured loan was
based on the London Interbank Offering Rate ("LIBOR") plus a spread 0.55%. The
loan required monthly payments of interest and matured on October 2002. During
the second quarter of 2002, the Partnership paid the loan in full without
premium or penalty.
The Partnership 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 covered $5,000,000 of debt through October 2000,
effectively changed the interest rate exposure from floating rate to a fixed
rate of 5.205%. The second agreement, which covered $2,500,000 of debt which
expired during October 2001, effectively changed the interest rate exposure from
floating rate to a fixed rate of 5.33%. Market gains and losses on the value of
the swap were deferred and included in income over the life of the contract. The
Partnership recorded the differences paid or received on the interest rate swap
in interest expense as payments were made or received.
DISTRIBUTIONS
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. 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 were suspended during the fourth quarter of 1990 for debt service
payments. As all debt service have been repaid as of September 30, 2002, the
Partnership resumed with quarterly distributions beginning in the third quarter
of 2002. We paid distributions to the limited and general partners totaling
$1,350,000 (67.50 per unit) and $467,000, respectively, for the year ended
December 31, 2002. Future distribution rates may be adjusted to levels which are
supported by operating cash flow after capital improvements and any other
necessary obligations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of December 31, 2002, the Partnership had no outstanding debt.
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 15(a).
11
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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 Mini-Warehouse Properties are
managed by PSI pursuant to a Management Agreement.
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 Chief Executive Officer (through November 7, 2002)
and Chairman of the Board
Ronald L. Havner, Jr. Chief Executive Officer (after November 7, 2002) and
Vice Chairman of the Board
Harvey Lenkin President and Director
Marvin M. Lotz Senior Vice President and Director
B. Wayne Hughes, Jr. Director
John Reyes Senior Vice President and Chief Financial Officer
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 69, 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. On November 7, 2002, Mr. Hughes resigned
as Chief Executive Officer of PSI. He remains as chairman of the board of
directors, and intends to focus on strategic and marketing initiatives. Mr.
Hughes has been active in the real estate investment field for over 30 years. He
is the father of B. Wayne Hughes, Jr.
Ronald L. Havner, Jr., age 45, was appointed Vice Chairman and Chief
Executive Officer of PSI on November 7, 2002. Mr. Havner has been employed by
PSI in various accounting and operational capacities since 1986 and served as
Senior Vice President and Chief Financial Officer from November 1991 until
December 1996 when be became Chairman, President and Chief Executive Officer of
PS Business Parks, Inc. (AMEX: symbol PSB) an affiliate of the Company. He is a
member of the National Association of Real Estate Investment Trusts (NAREIT) and
the Urban Land Institute (ULI) and a Director of Business Machine Security, Inc.
and Mobile Storage Group, Inc. Mr. Havner earned a Bachelor of Arts degree in
Economics from the University of California, Los Angeles.
Harvey Lenkin, age 66, has been employed by PSI for 25 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).
Marvin M. Lotz, age 60, became a director of PSI in May 1999. Mr. Lotz
has been a Senior Vice President of the Company since November 1995 and
President of the Property Management Division since 1988 with overall
responsibility for Public Storage's mini-warehouse operations. He had overall
responsibility for the Company's property acquisitions from 1983 until 1988.
12
B. Wayne Hughes, Jr., age 43 became a director of PSI in January 1998.
He has been employed by PSI from 1989 to 2002 serving as Vice President -
Acquisitions of PSI from 1992 to 2002. Mr. Hughes, Jr. is the president of a
firm that manufactures and distributes sweets. He is the son of B. Wayne Hughes.
John Reyes, age 42, 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.
Robert J. Abernethy, age 63, 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, a director of Marathon National
Bank and a California Transportation Commissioner. 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 67, has been President of the Angeloff Company, a
corporate financial advisory firm, since 1976. 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 AremisSoft Corporation, Balboa
Capital Corporation, Nicholas/Applegate Growth Equity Fund, ReadyPac Produce,
Inc., Royce Medical Company and xDimentional Technologies, Inc. He was a
director of SPI from 1989 until June 1996.
William C. Baker, age 69, became a director of PSI in November 1991.
Since 1970, Mr. Baker has been a partner in Baker & Simpson, a private
investment entity. From August 1998 through April 2000, he was President and
Treasurer of Meditrust Operating Company, a real estate investment trust. From
April 1996 to December 1998, Mr. Baker was Chief Executive Officer of Santa
Anita Companies which then operated the Santa Anita Racetrack. 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. From 1991 to 1999, he was 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, Meditrust Operating Company
and Meditrust Corporation.
Thomas J. Barrack, Jr., age 55, 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
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.
and Kennedy-Wilson, Inc.
Uri P. Harkham, age 54, 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.
13
Daniel C. Staton, age 50, 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 and a director of Duke Realty Investments, Inc. from 1993
until August 1999. From 1981 to 1983, Mr. Staton was a principal owner 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 his own moving
company, Gateway Van & Storage, Inc. in St. Louis, Missouri. Form 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 17 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. 2-92009, each of the General Partners continues
to serve until (i) death, insanity, insolvency, bankruptcy or dissolution, (ii)
withdrawal with the consent of the other general partner and a majority vote of
the limited partners, or (iii) removal by a majority vote of the limited
partners.
Each director of PSI serves until he resigns or is removed from office
by PSI, and may resign or be removed from office at any time with or without
cause. Each officer of PSI serves until he resigns or is removed by the board of
directors of PSI. Any such officer may resign or be removed from office at any
time with or without cause.
There have been no events under any bankruptcy act, no criminal
proceedings, and no judgments or injunctions material to the evaluation of the
ability of any director or executive officer of PSI during the past five years.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no subsidiaries, directors or officers. See Item 13
for a description of certain transactions between the Partnership and its
General Partners and their affiliates.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) At March 10, 2003, the following beneficially owned more than 5% of
the Units:
Title Name and Address Beneficial Percent
of Class of Beneficial Owner Ownership of Class
- --------------------- ------------------------------------------ --------------- ---------
Units of Limited Public Storage, Inc. 6,274 Units (1) 31.4%
Partnership Interest 701 Western Ave.
Glendale, California 91201
Units of Limited H-G Family Corporation, Tamara Hughes 6,227 Units (2) 31.1%
Partnership Interest Gustavson, PS Orangeco Partnerships, Inc.
701 Western Ave.
Glendale, California 91201
(1) Includes (i) 6,169 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 a corporation of which Hughes' children are shareholders 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 H-G Family Corporation, a corporation
of which Hughes' children are shareholders; 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 acquire these 80 Units, and
(iii) 122 Units owned by PS Orangeco Partnerships, Inc., a corporation
in which Hughes and members of his family own approximately 48% of the
voting stock and PSI and members of management own the remaining 52%.
(b) The Partnership has no officers and directors.
14
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
(approximately $80,808 was contributed by PSI and $20,202 was contributed by Mr.
Hughes). In 1995, Mr. Hughes contributed his ownership and rights to
distributions from the Partnership to BWH Marina Corporation II, a corporation
wholly-owned by Mr. Hughes. In 2002, BWH Marina Corporation II sold its interest
to H-G Family Corporation. As such, Mr. Hughes continues to act as a general
partner but receives no direct compensation or other consideration from the
Partnership. 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 6,165 Units, representing 30.8% of the Units
(including the 6,025 Units owned by H-G Family Corporation and the 122 Units
owned by PS Orangeco Partnerships, Inc.).
(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. Mr. Hughes has assigned his ownership and distribution
rights in the Partnership to BWH Marina Corporation II ("BWH Marinas"), and BWH
Marinas sold its interests to H-G Family Corporation in 2002. In addition to
their distribution rights with respect to their general partner's interests, PSI
and H-G Family Corporation own 6,169 and 6,025 Units. During 2002, PSI and H-G
Family Corporation received $374,000 and $93,000 in distributions related to
their general partner's ownership interests.
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. 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. The General Partners believe that the loss of the tight to use the
service marks and related designs could have a material adverse effect on the
Partnership's business. The Management Agreement with PSI provides that the
Management Agreement may be terminated without cause upon 60 days written notice
by the Partnership or 6 months notice by PSI. During 2002, the Partnership paid
fees of $352,000 to PSI pursuant to the Management Agreement.
In addition, the Partnership combines its insurance purchasing power
with PSI through a captive insurance company controlled by PSI, STOR-Re Mutual
Insurance Corporation ("Stor-Re"). Stor-Re provides limited property and
liability insurance to the Partnership at commercially competitive rates. The
Partnership and PSI also utilize unaffiliated insurance carriers to provide
property and liability insurance in excess of Stor-Re's limitations.
ITEM 14. CONTROLS AND PROCEDURES
The Partnership maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in reports the
Partnership files and submits under the Exchange Act, is recorded, processed,
summarized and reported within the time periods specified in accordance with SEC
guidelines and that such information is communicated to the Partnership's
management, to allow timely decisions regarding required disclosure based on the
definition of "disclosure controls and procedures" in Rule 13a-14(c) of the
Exchange Act. In designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives.
15
Within 90 days prior to the date of this report, the Partnership
carried out an evaluation, under the supervision and with the participation of
the Partnership's management, of the effectiveness of the design and operation
of the Partnership's disclosure controls and procedures. Based upon this
evaluation, the Partnership's Chief Executive Officer and Chief Financial
Officer concluded that the Partnership's disclosure controls and procedures were
effective. There have been no significant changes in the Partnership's internal
controls or in other factors that could significantly affect the internal
controls subsequent to the date of the Partnership's evaluation.
PART IV
ITEM 15. 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.
4. Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
(b) Reports on Form 8-K: No reports on Form 8-K were filed during 2002.
(c) Exhibits: See Exhibit Index contained below.
16
PUBLIC STORAGE PROPERTIES, LTD.
EXHIBIT INDEX
(Item 15(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 January 27, 1998 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, 1997 and incorporated herein by
reference.
10.3 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.
99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. Filed herewith.
99.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. Filed herewith.
99.3 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. Filed herewith.
99.4 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. Filed herewith.
17
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 28, 2003 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 of Public Storage, Inc. and March 28, 2003
- --------------------------------------- General Partner
B. Wayne Hughes
/s/ Ronald L. Havner, Jr. Vice Chairman of the Board and Chief Executive March 28, 2003
- --------------------------------------- Officer of Public Storage, Inc.
Ronald L. Havner, Jr.
/s/ Harvey Lenkin President and Director March 28, 2003
- --------------------------------------- of Public Storage, Inc.
Harvey Lenkin
/s/ Marvin M. Lotz Senior Vice President and Director March 28, 2003
- ---------------------------------------
Marvin M. Lotz
/s/ B. Wayne Hughes, Jr. Vice President and Director March 28, 2003
- --------------------------------------- of Public Storage, Inc.
B. Wayne Hughes, Jr.
/s/ John Reyes Senior Vice President and Chief Financial March 28, 2003
- --------------------------------------- Officer of Public Storage, Inc. (principal
John Reyes financial officer and principal accounting officer)
/s/ Robert J. Abernethy Director of Public Storage, Inc. March 28, 2003
- ---------------------------------------
Robert J. Abernethy
/s/ Dann V. Angeloff Director of Public Storage, Inc. March 28, 2003
- ---------------------------------------
Dann V. Angeloff
/s/ William C. Baker Director of Public Storage, Inc. March 28, 2003
- ---------------------------------------
William C. Baker
Director of Public Storage, Inc.
- ---------------------------------------
Thomas J. Barrack, Jr.
/s/ Uri P. Harkham Director of Public Storage, Inc. March 28, 2003
- ---------------------------------------
Uri P. Harkham
/s/ Daniel C. Staton Director of Public Storage, Inc. March 28, 2003
- ---------------------------------------
Daniel C. Staton
18
PUBLIC STORAGE PROPERTIES, LTD.
INDEX TO
FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULE
(Item 15 (a))
Page
References
----------
Report of Independent Auditors F-1
Financial Statements and Schedule:
Balance Sheets as of December 31, 2002 and 2001 F-2
For the years ended December 31, 2002, 2001 and 2000:
Statements of Income F-3
Statements of Partners' Equity (Deficit) F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6 - F-10
Schedule:
III - Real Estate and Accumulated Depreciation F-11 - F-12
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. (the "Partnership") as of December 31, 2002 and 2001, and the related
statements of income, partners' equity (deficit) and cash flows for each of the
three years in the period ended December 31, 2002. Our audits also included the
schedule listed in the index at item 15(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 auditing standards generally accepted
in the United States. 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 provides 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, 2002 and 2001, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2002, in
conformity with accounting principles generally accepted in the United States.
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
March 19, 2003
Los Angeles, California
F-1
PUBLIC STORAGE PROPERTIES, LTD.
BALANCE SHEETS
December 31, 2002 and 2001
2002 2001
---------------- ----------------
ASSETS
Cash and cash equivalents $ 538,000 $ 175,000
Rent and other receivables 49,000 157,000
Real estate facilities, at cost:
Building, land improvements and equipment 9,217,000 9,021,000
Land 2,476,000 2,476,000
---------------- ----------------
11,693,000 11,497,000
Less accumulated depreciation (8,152,000) (7,636,000)
---------------- ----------------
3,541,000 3,861,000
Other assets 50,000 49,000
---------------- ----------------
Total assets $ 4,178,000 $ 4,242,000
================ ================
LIABILITIES AND PARTNERS' EQUITY
Accounts payable $ 52,000 $ 56,000
Deferred revenue 160,000 132,000
Note payable to commercial bank - 2,000,000
Partners' equity
Limited partners' equity, $500 per unit, 20,000 units
authorized, issued and outstanding 2,944,000 1,525,000
General partners' equity 1,022,000 529,000
---------------- ----------------
Total partners' equity 3,966,000 2,054,000
---------------- ----------------
Total liabilities and partners' equity $ 4,178,000 $ 4,242,000
================ ================
See accompanying notes.
F-2
PUBLIC STORAGE PROPERTIES, LTD.
STATEMENTS OF INCOME
For the years ended December 31, 2002, 2001 and 2000
2002 2001 2000
------------------ ------------------ ------------------
REVENUES:
Rental income $ 5,900,000 $ 5,972,000 $ 5,393,000
Gain on sale of land - - 136,000
Other income 38,000 34,000 8,000
------------------ ------------------ ------------------
5,938,000 6,006,000 5,537,000
------------------ ------------------ ------------------
COSTS AND EXPENSES:
Cost of operations 1,245,000 1,171,000 1,180,000
Management fees paid to affiliate 352,000 358,000 323,000
Depreciation 516,000 533,000 534,000
Administrative 82,000 80,000 88,000
Interest expense 14,000 221,000 415,000
------------------ ------------------ ------------------
2,209,000 2,363,000 2,540,000
------------------ ------------------ ------------------
NET INCOME $ 3,729,000 $ 3,643,000 $ 2,997,000
================== ================== ==================
Limited partners' share of net income ($162.10 per
unit in 2002, $180.35 per unit in 2001 and
$148.35 per unit in 2000) $ 3,242,000 $ 3,607,000 $ 2,967,000
General partners' share of net income 487,000 36,000 30,000
------------------ ------------------ ------------------
$ 3,729,000 $ 3,643,000 $ 2,997,000
================== ================== ==================
See accompanying notes.
F-3
PUBLIC STORAGE PROPERTIES, LTD.
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
For the years ended December 31, 2002, 2001 and 2000
Total Partners'
Limited Partners General Partners Equity (Deficit)
----------------- ----------------- -----------------
Balance at December 31, 1999 $ (3,405,000) $ (1,181,000) $ (4,586,000)
Net income 2,967,000 30,000 2,997,000
Equity transfer (742,000) 742,000 -
----------------- ----------------- -----------------
Balance at December 31, 2000 (1,180,000) (409,000) (1,589,000)
Net income 3,607,000 36,000 3,643,000
Equity transfer (902,000) 902,000 -
----------------- ----------------- -----------------
Balance at December 31, 2001 1,525,000 529,000 2,054,000
Net income 3,242,000 487,000 3,729,000
Distributions paid to partners (1,350,000) (467,000) (1,817,000)
Equity transfer (473,000) 473,000 -
----------------- ----------------- -----------------
Balance at December 31, 2002 $ 2,944,000 $ 1,022,000 $ 3,966,000
================= ================= =================
See accompanying notes.
F-4
PUBLIC STORAGE PROPERTIES, LTD.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2002, 2001 and 2000
2002 2001 2000
--------------- --------------- ---------------
Cash flows from operating activities:
Net income $ 3,729,000 $ 3,643,000 $ 2,997,000
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 516,000 533,000 534,000
Gain on sale of land - - (136,000)
Decrease (increase) in rent and other receivables 108,000 (83,000) (1,000)
Amortization of prepaid loan fees - 17,000 17,000
(Increase) decrease in other assets (1,000) 13,000 (2,000)
Decrease in accounts payable (4,000) (21,000) (1,000)
Increase (decrease) in deferred revenue 28,000 (19,000) (5,000)
--------------- --------------- ---------------
Total adjustments 647,000 440,000 406,000
--------------- --------------- ---------------
Net cash provided by operating activities 4,376,000 4,083,000 3,403,000
--------------- --------------- ---------------
Cash flows from investing activities:
Proceeds from sale of land - - 172,000
Additions to real estate facilities (196,000) (207,000) (204,000)
--------------- --------------- ---------------
Net cash used in investing activities (196,000) (207,000) (32,000)
--------------- --------------- ---------------
Cash flows from financing activities:
Distributions paid to partners (1,817,000) - -
Principal payments on note payable to commercial bank (2,000,000) (4,025,000) (3,200,000)
--------------- --------------- ---------------
Net cash used in financing activities (3,817,000) (4,025,000) (3,200,000)
--------------- --------------- ---------------
Net increase (decrease) in cash and cash equivalents 363,000 (149,000) 171,000
Cash and cash equivalents at the beginning of the year 175,000 324,000 153,000
--------------- --------------- ---------------
Cash and cash equivalents at the end of the year $ 538,000 $ 175,000 $ 324,000
=============== =============== ===============
See accompanying notes.
F-5
PUBLIC STORAGE PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
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, 2002 and 2001 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 generally depreciated on a
straight-line basis over estimated useful lives of 25 and 5 years,
respectively.
During the year 2000, the Partnership sold 3 parcels of excess
land adjacent to operating facilities for an aggregate sale price of
$172,000 resulting in a gain of $136,000.
Revenue Recognition:
--------------------
Property rents are recognized as earned. Advertising costs of
$266,000, $190,000 and $148,000 in 2002, 2001 and 2000, respectively,
are expensed as incurred.
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:
-------------
In 1998, the Partnership incurred financing costs of $71,000
in connection with the note payable from a commercial bank. These costs
are being amortized over the life of the loan. As of December 31, 2002
all financing costs have been fully amortized.
2. Summary of Significant Accounting Policies and Partnership Matters
(Continued)
Use of Estimates:
-----------------
The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States 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
Impairment of Real Estate:
--------------------------
We evaluate our real estate for impairment on a quarterly
basis. We first evaluate these assets for indicators of impairment such
as a) a significant decrease in the market price of real estate, b) a
significant adverse change in the extent or manner in which real estate
is being used or in its physical condition, c) a significant adverse
change in legal factors or the business climate that could affect the
value of the real estate, d) an accumulation of costs significantly in
excess of the amount originally projected for the acquisition of
construction of the real estate, or e) a current-period operating
or cash flow loss combined with a history of operating or cash flow
losses or a projection or forecast that demonstrates continuing losses
associated with the use of the real estate. When any such
indicators of impairment are noted, we compare the carrying value of
the real estate to the future estimated undiscounted cash flows
attributable to the real estate. If the real estate's recoverable
amount is less than the carrying value of the asset, then an impairment
charge is booked for the excess of carrying value over the real
estate's fair value. Our evaluations have indicated no impairment.
Any real estate which we expect to sell or dispose of prior to
their previously estimated useful life are stated at the lower of their
estimated net realizable value or their carrying value, less cost to
sell, and are evaluated throughout the sale process for impairment.
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.
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.
Segment Reporting:
------------------
The Partnership only has one reportable segment as defined
within Statement of Financial Accounting Standards No. 131 ("SFAS No.
131"), therefore the adoption of SFAS No. 131 had no effect on the
Partnership disclosures.
Recent Accounting Pronouncements and Guidance
---------------------------------------------
As of March 20, 2003, there have been no recent accounting
pronouncements and guidance, which were not effective for
implementation prior to December 31, 2002, that would have a material
impact upon the operations of the Partnership.
F-7
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. As all debt service have
been repaid as of September 30, 2002, the Partnership resumed with
quarterly distributions beginning in the third quarter of 2002. We paid
distributions to the limited and general partners totaling $1,350,000
(67.50 per unit) and $467,000, respectively, for the year ended
December 31, 2002. Future distribution rates may be adjusted to levels
which are supported by operating cash flow after capital improvements
and any other necessary obligations.
4. Partners' Equity
PSI and Hughes are general partners of the Partnership. In
1995, Hughes contributed his ownership and rights to distributions from
the Partnership to BWH Marina Corporation II, a corporation
wholly-owned by Hughes. In 2002, BWH Marina Corporation II sold its
interests to H-G Family Corporation. As such, Mr. Hughes continues to
act as a general partner but receives no direct compensation or other
consideration from the Partnership.
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.
5. Related Party Transactions
The Partnership has a Management Agreement with PSI. 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). For
2002, 2001 and 2000, the Partnership paid PSI $352,000, $358,000 and
$323,000, respectively, pursuant to this management agreement.
The Management Agreement between the Partnership and PSI
provides that the Management Agreement may be terminated without cause
upon 60 days written notice by the Partnership or six months notice by
PSI.
In addition, the Partnership combines its insurance purchasing
power with PSI through a captive insurance company controlled by PSI,
STOR-Re Mutual Insurance Corporation ("Stor-Re"). Stor-Re provides
limited property and liability insurance to the Partnership at
commercially competitive rates. The Partnership and PSI also utilize
unaffiliated insurance carriers to provide property and liability
insurance in excess of Stor-Re's limitations.
F-8
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 $3,863,000, $3,723,000 and
$3,164,000 for the years ended December 31, 2002, 2001 and 2000,
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
During October 1998, the Partnership borrowed $12,400,000 from
a commercial bank to payoff existing notes. Interest on the unsecured
loan was based on the London Interbank Offering Rate ("LIBOR") plus a
spread of 0.55%. The loan required monthly payments of interest and
matured on October 2002. During the second quarter of 2002, the
Partnership paid the loan in full without premium or penalty.
The Partnership 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 covered $5,000,000 of debt
through October 2000, effectively changed the interest rate exposure
from floating rate to a fixed rate of 5.205%. The second agreement,
which covered $2,500,000 of debt which expired during October 2001,
effectively changed the interest rate exposure from floating rate to a
fixed rate of 5.33%. Market gains and losses on the value of the swap
were deferred and included in income over the life of the contract. The
Partnership recorded the differences paid or received on the interest
rate swap in interest expense as payments were made or received.
Interest paid during 2002, 2001 and 2000 was $21,000, $226,000
and $427,000, respectively.
8. Supplementary Quarterly Financial Data (Unaudited)
Three Months Ended
-------------------------------------------------------------------------------
March 31, 2002 June 30, 2002 September 30, 2002 December 31, 2002
-------------- --------------- ------------------ -----------------
Rental Income $ 1,481,000 $ 1,470,000 $ 1,459,000 $ 1,490,000
Cost of Operations (including
management fees and depreciation $ 491,000 $ 503,000 $ 534,000 $ 585,000
Net Income $ 967,000 $ 939,000 $ 923,000 $ 900,000
Net Income Per Unit $ 47.85 $ 46.50 $ 34.45 $ 33.30
Distributions $ - $ - $ 875,000 $ 942,000
Three Months Ended
-------------------------------------------------------------------------------
March 31, 2001 June 30, 2001 September 30, 2001 December 31, 2001
-------------- --------------- ------------------ -----------------
Rental Income $ 1,438,000 $ 1,471,000 $ 1,532,000 $ 1,531,000
Cost of Operations (including
management fees and depreciation $ 512,000 $ 505,000 $ 528,000 $ 517,000
Net Income $ 820,000 $ 885,000 $ 940,000 $ 998,000
Net Income Per Unit $ 40.60 $ 43.80 $ 46.55 $ 49.40
Distributions $ - $ - $ - $ -
F-9
9. Commitments and Contingencies
Salaam, et. Al V. Public Storage, Inc. (filed February 2000)
------------------------------------------------------------
The plaintiffs in this case are suing the Company on behalf of
a purported class of California resident property managers who claim
that they were not compensated for all the hours they worked. The named
plaintiffs have indicated that their claims total less than $20,000 in
aggregate. This maximum potential liability can only be increased if a
class is certified or if claims are permitted to be brought on behalf
of the others under the California Unfair Business Practices Act. The
plaintiffs' motion for class certification was denied in August 2002;
the plaintiffs have appealed this denial. This denial does not deal
with the claim under the California Unfair Business Practices Act.
The Company is continuing to vigorously contest the claims in
this case and intends to resist any expansion beyond the named
plaintiffs on the grounds of lack of commonality of claims. The
Company's resistance will include opposing the plaintiffs' appeal of
the court's denial of class certification and opposing the claim on
behalf of others under the California Unfair Business Practices Act.
Henriquez v. Public Storage, Inc. (Filed June 2002; Dismissed January,
----------------------------------------------------------------------
2003)
-----
The plaintiff in this case filed a suit against the Company on
behalf of a purported class of renters who rented self-storage units
from the Company. Plaintiff alleged that the Company misrepresents the
size of its units and sought damages and injunctive and declaratory
relief under California statutory and common law relating to consumer
protection, unfair competition, fraud and deceit and negligent
misrepresentation. In January 2003, the plaintiff caused this suit to
be dismissed. The plaintiff's attorney has advised that he anticipates
filing a similar suit against the Company on behalf of a new plaintiff.
However, the Company cannot presently determine the potential total
damages, if any, or the ultimate outcome of any such litigation. If a
new suit is filed, the Company intends to vigorously contest any claims
on which it is based.
Public Storage and the Partnership are parties to various
claims, complaints, and other legal actions that have arisen in the
normal course of business from time to time. We believe that the
outcome of these other pending legal proceedings, in the aggregate,
will not have a material adverse effect upon the operations or
financial position of the Partnership.
F-10
Public Storage Properties, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
For the year ended December 31, 2002
Initial Cost
---------------------------
Building, Costs Subsequent to
Land Imp & construction
Description Land Equipment (Improvements)
- ------------------------- ----------- -------------- --------------------
Pasadena $327,000 $515,000 $274,000
Whittier - El Monte (1) 166,000 763,000 303,000
Fremont 112,000 741,000 362,000
Milpitas (2) 198,000 649,000 244,000
Wilmington 815,000 1,336,000 607,000
Sun Valley 329,000 611,000 315,000
Corona 155,000 757,000 316,000
Norco 95,000 456,000 151,000
North Hollywood 314,000 553,000 229,000
----------- -------------- --------------------
$2,511,000 $6,381,000 $2,801,000
=========== ============== ====================
Gross Carrying Amount
at December 31, 2002
----------------------------------------------
Building,
Land Imp & Accumulated Date
Description Land Equipment Total Depreciation Completed
- ------------------------- ---------- -------------- ------------- -------------- ------------
Pasadena $327,000 $789,000 $1,116,000 $714,000 08/78
Whittier - El Monte (1) 134,000 1,098,000 1,232,000 972,000 07/78
Fremont 112,000 1,103,000 1,215,000 1,007,000 11/78
Milpitas (2) 195,000 896,000 1,091,000 755,000 11/78
Wilmington 815,000 1,943,000 2,758,000 1,764,000 08/78
Sun Valley 329,000 926,000 1,255,000 853,000 10/78
Corona 155,000 1,073,000 1,228,000 894,000 12/78
Norco 95,000 607,000 702,000 511,000 12/78
North Hollywood 314,000 782,000 1,096,000 682,000 12/79
---------- -------------- ------------- --------------
$2,476,000 $9,217,000 $11,693,000 $8,152,000
========== ============== ============= ==============
(1) In the second quarter of 2000, the Partnership sold approximately 19%
of the land.
(2) In the first quarter of 2000, the Partnership sold approximately 2% of
the land.
F-11
Public Storage Properties, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
(Continued)
Reconciliation of Real Estate and Accumulated Depreciation
COST
2002 2001
------------- -------------
Balance at the beginning of the period $ 11,497,000 $ 11,290,000
Additions during the period
Improvements 196,000 207,000
------------- -------------
Balance at the close of the period $ 11,693,000 $ 11,497,000
============= =============
ACCUMULATED DEPRECIATION RECONCILIATION
2002 2001
------------- -------------
Balance at the beginning of the period $ 7,636,000 $ 7,103,000
Additions during the period
Depreciation 516,000 533,000
------------- -------------
Balance at the close of the period $ 8,152,000 $ 7,636,000
============= =============
(a) The aggregate depreciable cost of real estate (excluding land) for
Federal income tax purposes is $8,892,000 (unaudited).
F-12