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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
For the fiscal year ended December 31, 2004 or
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[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to .
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Commission File Number: 0-8667
PUBLIC STORAGE PROPERTIES, LTD.
(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 91201-2349
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 244-8080.
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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)
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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.
[ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [ X ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act)
Yes [ ] No [ X ]
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant as of June 30, 2004:
Limited Partner Units, $500.00 Par Value - $9,590,000 (computed on the basis of
$1,264.22 per unit which was the highest reported sale price prior to the
quarter ended June 30, 2004).
The number of units outstanding of the registrant's classes of common equity as
of March 25, 2005:
Units of Limited Partnership Interest, $500.00 Par Value - 20,000 units
DOCUMENTS INCORPORATED BY REFERENCE
NONE
PART I
ITEM 1. Business
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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 21E 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 Public Storage Properties, Ltd. (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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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 completed in January 1978. The Partnership was formed to engage
in the business of developing and operating self-storage facilities for personal
and business use.
The Partnership has reported annually to the Securities and Exchange
Commission ("SEC") on form 10-K which includes financial statements certified by
independent public accountants. The Partnership has also reported quarterly to
the SEC on Form 10-Q and includes unaudited financial statements with such
filings. The Partnership expects to continue such reporting. On an annual basis,
the Partnership mails the audited financial statements and related footnotes to
all limited partners.
The public may read and copy any materials this Partnership files with
the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington,
DC 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-732-0330. The partnership does not
maintain a website. However, the SEC maintains an Internet site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC at http://www.sec.gov.
In 1995, there were a series of mergers among Public Storage
Management, Inc. (which was the Partnership's self-storage facilities operator),
Public Storage, Inc. (which was one of the Partnership's general partners) 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 self-storage facilities.
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, and was its chief executive officer through November 7, 2002,
and Hughes and members of his family (the "Hughes Family") are the major
shareholders 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.
2
The term of the Partnership is until all properties have been sold and,
in any event, not later than December 31, 2035.
Investment Objectives and Policies
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The Partnership's investment objectives are to (i) preserve and protect
invested capital, (ii) maximize the potential for appreciation in value of its
investments, and (iii) provide 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, the general partners
hold a majority of the limited partnership units, and as a result, the General
Partners could change these policies through their vote.
o Our investments consist of nine self-storage facilities. These investments
are in real estate located in the United States. See "Self-storage
Facilities" and Item 2 "Properties" for further information. These
investments were acquired both for income and capital gains.
o There is no limitation on the amount or percentage of assets, which can be
invested in any specific person.
The Partnership does not anticipate 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. The partnership may consider borrowing money with the intent of
using the proceeds for distribution to partners.
Self-storage Facilities
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Self-storage facilities 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 property managers who are supervised by district managers.
Some self-storage facilities also include rentable uncovered parking areas for
vehicle storage. Leases for self-storage 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 self-storage facilities 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.
Self-storage facilities in which the Partnership has invested generally
consist of three to seven buildings containing an aggregate of between 257 to
1,089 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 self-storage facilities 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 self-storage facilities are all in California 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 self-storage
facilities to alternative uses in connection with a sale or otherwise would
generally require substantial investment. However, the Partnership does not
intend to convert its self-storage facilities to other uses.
3
Operating Strategies
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The Partnership's self-storage facilities are operated by PSI under the
"Public Storage" name, which the Partnership believes is the most recognized
name in the self-storage industry. The major elements of the Partnership's
operating strategies are as follows:
o Capitalize on "Public Storage's" name recognition. PSI, together with its
predecessor, has more than 20 years of operating experience in the
self-storage business. PSI has informed the Partnership that it is the
largest self-storage facility operator in the United States in terms of
both number of facilities and rentable space operated. 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 directories in virtually all markets in which it
operates. Customers calling either PSI's toll-free telephone referral
system, (800) 44-STORE, or a self-storage 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.
o 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 92% and to eliminate promotions prior to
increasing rental rates. Average occupancy for the Partnership's
self-storage facilities was 92% and 90% in 2004 and 2003, respectively.
Annual realized rents per occupied square foot increased 3.2% from $13.43
in 2003 to $13.86 in 2004.
o Systems and controls. PSI has an organizational structure and a property
operation system which links its corporate office with each self-storage
facility. This enables PSI to obtain daily information from each facility
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.
o Professional property operation. There are approximately 4,100 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 others owners of properties operated by PSI.
Property Operator
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The Partnership's self-storage facilities are managed by PSI (as
successor to PSMI) pursuant to a Management Agreement.
Under the supervision of the Partnership, PSI coordinates the operation
of the facilities, establishes rental policies and rates, directs marketing
activity and directs 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 property 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 it operates. Facilities operated by
PSI have historically carried comprehensive insurance, including fire,
earthquake, liability and extended coverage.
PSI has systems for managing space inventories, 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.
4
The Partnership's facilities are typically advertised via signage,
yellow pages, flyers and broadcast media advertising (i.e. 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 between the Partnership and PSI
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 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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Local market conditions play a significant role in how competition will
affect the Partnership's operations. Competition from other self-storage and
other storage alternatives 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. Any increase in
availability of funds for investment in real estate may accelerate competition.
Further development of self-storage facilities may intensify competition among
self-storage facilities in the market areas in which the Partnership operates.
In addition to competition from self-storage facilities operated by PSI, there
are other publicly traded REITs and numerous regional and local operators. The
Partnership believes that the significant operating and financial experience of
PSI, and the "Public Storage" name recognition 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. The subsidiary of PSI receives the revenues and bears the cost of the
activities. 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
partner in accordance with the partnership agreement.
Employees
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There are approximately 14 persons who render services on behalf of the
Partnership. 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
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In addition to the other information in our Form 10-K, you should
consider the following factors in evaluating the Partnership:
THE GENERAL PARTNERS HAVE A SIGNIFICANT DEGREE OF CONTROL OVER THE
PARTNERSHIP.
Public Storage, Inc. is a general partner and beneficially owns
approximately 31.4% of our outstanding limited partnership units. In addition,
B. Wayne Hughes, General Partner of the Partnership, and Chairman of PSI and
members of his family beneficially own 31.5% of the limited partnership units.
As a result, the General Partners have 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 such
transactions.
SINCE OUR BUSINESS CONSISTS PRIMARILY OF 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:
o lack of demand for rental spaces or units in a locale;
o changes in general economic or local conditions;
o natural disasters, such as earthquakes;
o potential terrorist attacks;
o changes in supply of or demand for similar or competing facilities in an
area;
o the impact of environmental protection laws;
o changes in interest rates and availability of permanent mortgage funds
which may render the sale or financing of a property difficult or
unattractive; and
o changes in tax, real estate and zoning laws.
There is significant competition among self-storage facilities and from
other storage alternatives. All of our properties are self-storage facilities,
which generated substantially all of our revenue for the year ended December 31,
2004. 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 and operator 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, whether from
environmental or microbial issues, 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
Partnership's properties 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.
6
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.
There has been an increasing number of claims and litigation against
owners and managers of rental properties relating to moisture infiltration,
which can result in mold or other property damage. When we receive a complaint
concerning moisture infiltration, condensation or mold problems and/or become
aware that an air quality concern exists, we implement corrective measures in
accordance with guidelines and protocols we have developed with the assistance
of outside experts. We seek to work proactively with our tenants to resolve
moisture infiltration and mold-related issues, subject to our contractual
limitations on liability for such claims. However, we can make no assurance that
material legal claims relating to moisture infiltration and the presence of, or
exposure to, mold will not arise in the future.
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 our 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 accommodations" 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 shareholders. 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.
DEVELOPMENTS IN CALIFORNIA MAY HAVE AN ADVERSE IMPACT ON OUR BUSINESS
AND OPERATING RESULTS AND COULD DECREASE THE VALUE OF OUR ASSETS.
All of the Partnership's properties are located in California.
California is facing serious budgetary problems. Action that may be taken in
response to these problems, such as an increase in property taxes on commercial
properties, could adversely impact our business and results of operations. In
addition, the Partnership could be adversely impacted by efforts to reenacted
legislation mandating medical insurance for employees of California businesses
and members of their families.
INCREASES IN INTEREST RATES MAY ADVERSELY AFFECT THE PRICE OF OUR
PARTNERSHIP UNITS.
One of the factors that influences the market price of our partnership
units is the annual rate of distributions that we pay on the securities, as
compared with interest rates. An increase in interest rates may lead purchasers
of partnership units to demand higher annual distribution rates, which could
adversely affect the market price of our partnership units.
7
OUR OWNERSHIP INTEREST IN STOR-RE MAY LOSE VALUE OR BECOME A LIABILITY.
The Partnership has a 0.9% ownership interest in STOR-Re Mutual
Insurance Corporation ("STOR-Re"), which was formed in 1994 as an association
captive insurance company, and is controlled by PSI. STOR-Re provided limited
property and liability insurance coverage to the Partnership, PSI, and
affiliates of PSI for losses occurring prior to April 1, 2004. Liabilities for
losses and loss adjustment expenses include an amount determined from loss
reports and individual cases and an amount, based on recommendations from an
outside actuary that is a member of the American Academy of Actuaries, using a
frequency and severity method, for losses incurred but not reported. Determining
the liability for unpaid losses and loss adjustment expense is based upon
estimates and while we believe that the amount is adequate, the ultimate loss
may be in excess of or less than the amounts provided, which may result in a
reduction in the value of the Partnership's investment or could result in future
payments to STOR-Re if its reserves were determined to be inadequate. Financial
data with respect to STOR-Re is included in Note 5 to the Partnership's December
31, 2004 financial statements.
ITEM 2. PROPERTIES
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The following table sets forth information as of December 31, 2004
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. 464 Mar. 21, 1978 Nov. 1978
Milpitas (1) 3.40 acres 40,000 sq. ft 373 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. 1,089 Apr. 18, 1978 Aug. 1978
Whittier - El Monte (2) 3.28 acres 58,000 sq. ft. 532 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 self-storage facilities
was 90% during 2003 and 92% during 2004.
As of December 31, 2004, the properties were not encumbered. See Note 7
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 new or existing facilities
except for capital improvements.
ITEM 3. LEGAL PROCEEDINGS
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Serrao v. Public Storage, Inc. (filed April 2003)
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(Superior Court - Orange County)
--------------------------------
The plaintiff in this case filed a suit against Public Storage, Inc. on
behalf of a putative class of renters who rented self-storage units from Public
Storage, Inc.. Plaintiff alleges that Public Storage, Inc. misrepresented the
size of its storage units, has brought claims under California statutory and
common law relating to consumer protection, fraud, unfair competition, and
negligent misrepresentation, and is seeking monetary damages, restitution, and
declaratory and injunctive relief.
The claim in this case is substantially similar to those in Henriquez
v. Public Storage, Inc., which was disclosed in prior reports. In January 2003,
the plaintiff caused the Henriquez action to be dismissed.
8
Based upon the uncertainty inherent in any putative class action,
Public Storage, Inc. cannot presently determine the potential damages, if any,
or the ultimate outcome of this litigation. On November 3, 2003, the court
granted Public Storage, Inc.'s motion to strike the plaintiff's nationwide class
allegations and to limit any putative class to California residents only. Public
Storage, Inc. is vigorously contesting the claims upon which this lawsuit is
based including class certification efforts.
Salaam et al v. Public Storage, Inc. (filed February 2000)
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(Superior Court - Sacramento County); Holzman et al v. Public Storage
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Inc. (filed October 2004) (Superior Court - Sacramento County)
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This action, which was described in the Partnership's prior reports,
was disposed of in February 2005.
Other Items
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Public Storage and the Partnership are a party to various claims,
complaints, and other legal actions that have arisen in the normal course of
business from time to time, that are not described above. We believe that it is
unlikely that the outcome of these other pending legal proceedings including
employment and tenant claims, in the aggregate, will 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 the fiscal year ended December 31, 2004.
9
PART II
ITEM 5. Market for the Registrant's Common Equity, Related Stockholder
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Matters and Issuer Purchases of Equity Securities
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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 limited partnership interests
(including the Units), including the prices at which such secondary sales
transactions are effectuated.
Exclusive of the General Partners' interest in the Partnership, as of
December 31, 2004, there were approximately 600 unitholders of record.
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
deduction for depreciation, but after deducting funds to pay or establish
reserves for all other expenses (other than incentive distributions to the
general partner) 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.
ITEM 6. SELECTED FINANCIAL DATA
-----------------------
For the Year Ended
December 31, 2004 2003 2002 2001 2000
- --------------------------------- ---------------- ---------------- ---------------- --------------- ----------------
Revenues $ 6,593,000 $ 6,246,000 $ 5,938,000 $ 6,006,000 $ 5,401,000
Depreciation and
amortization 217,000 454,000 516,000 533,000 534,000
Interest expense - - 14,000 221,000 415,000
Net income (2) 4,475,000 3,977,000 3,729,000 3,643,000 2,997,000
Limited partners' share 3,397,000 3,004,000 3,242,000 3,607,000 2,967,000
General partners' share 1,078,000 973,000 487,000 36,000 30,000
Limited partners' per unit data (1):
Net income (2) $169.85 $150.20 $162.10 $180.35 $148.35
Cash Distributions $155.00 $140.00 $67.50 - -
As of December 31,
- ---------------------------------
Cash and cash equivalents $ 1,407,000 $ 1,070,000 $ 538,000 $ 175,000 $ 324,000
Total assets $ 4,697,000 $ 4,422,000 $ 4,178,000 $ 4,242,000 $ 4,664,000
Notes payable $ - $ - $ - $ 2,000,000 $ 6,025,000
(1) Per unit data is based on the weighted average number of the limited
partnership units (20,000) outstanding during each 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).
10
ITEM 7. Management's Discussion and Analysis of Financial Condition and
-------------------------------------------------------------------
Results of Operations
---------------------
The following discussion should be read in conjunction with the
Partnership's financial statements and notes thereto.
FORWARD LOOKING STATEMENTS
- --------------------------
When used within this document, the words "expects," "believes,"
"anticipates," "should," "estimates," and similar expressions are intended to
identify "forward-looking statements" within the meaning of that term in Section
27A of the Securities Exchange Act of 1933, as amended, and in Section 21E 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.
OVERVIEW
The self-storage industry is highly fragmented and is composed
predominantly of numerous local and regional operators. Competition in the
markets in which we operate is significant and has increased over the past
several years due to additional development of self-storage facilities. We
believe that the increase in competition has had a negative impact to the
Partnership's occupancy levels and rental rates in many markets. However, we
believe that the Partnership's affiliation with PSI provides several
distinguishing characteristics that enable the Partnership to compete
effectively with other owners and operators.
PSI is the largest owner and operator of self-storage facilities in the
United States. All of PSI's facilities are operated under the "Public Storage"
brand name, which we believe is the most recognized and established name in the
self-storage industry. Market concentration establishes PSI as one of the
dominant providers of self-storage space in most markets in which PSI operates
and enables PSI to use a variety of promotional activities, such as television
advertising as well as targeted discounting and referrals, which are generally
not economically viable to most of PSI's competitors.
We will continue to focus our growth strategies on improving the
operating performance of our existing self-storage properties primarily through
increases in revenues achieved through the telephone reservation center and
associated marketing efforts. We expect potential future increases in rental
income to come primarily from increases in realized rent, although there can be
no assurance.
CRITICAL ACCOUNTING POLICIES
- ----------------------------
IMPAIRMENT OF REAL ESTATE
Substantially all of our assets consist of real estate. On a quarterly
basis, we 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 cash flows, which also
involves significant judgment. We identified no such impairments at December 31,
2004. 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.
11
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 in the U.S., 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 Notes 5 and 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, the timing of the recognition our expenses could be incorrect. Cost
of operations, interest expense, general and administrative expense, as well as
television, yellow page, and other advertising expenditures are expensed as
incurred.
RESULTS OF OPERATIONS
- ---------------------
YEAR ENDED DECEMBER 31, 2004 COMPARED TO YEAR ENDED DECEMBER 31, 2003:
The Partnership's net income in 2004 was $4,475,000 compared to
$3,977,000 in 2003, representing an increase of $498,000 or 13%. The increase is
primarily attributable to improved property operations at the Partnership's
self-storage facilities.
During 2004, property net operating income (rental income less cost of
operations, management fees paid to an affiliate and depreciation expense)
increased $491,000 or 12% from $4,015,000 in 2003 to $4,506,000 in 2004.
Rental income was $6,537,000 in 2004 compared to $6,201,000 in 2003,
representing an increase of $336,000, or 5%. The increase is attributable to an
increase in average occupancy at the Partnership's self-storage facilities.
Weighted average occupancy levels were 92% during 2004 compared to 90% during
2003. In addition, the average annual realized rent per square foot was $13.86
during 2004 compared to $13.43 during 2003.
Cost of operations (including management fees paid to an affiliate) was
$1,814,000 and $1,732,000 in 2004 and 2003, respectively, representing an
increase of $82,000, or 5%. This increase is primarily attributable to increases
in repair and maintenance expense, payroll and management fees (as a result of
higher revenues), partially offset by a decrease in office expense and
advertising expenses.
Depreciation expense was $217,000 for the year ended December 31, 2004
compared to $454,000 for the same period in 2003. The decrease in depreciation
expense is primarily related to the Partnership's buildings which were placed in
service in 1978 and 1979 becoming fully depreciated. We expect depreciation
expense with respect to the original cost of buildings to decline approximately
$20,000 in 2005 compared to 2004 primarily as a result of the Partnership's
buildings becoming fully depreciated.
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002:
The Partnership's net income in 2003 was $3,977,000 compared to
$3,729,000 in 2002, representing an increase of $248,000 or 7%. The increase is
primarily attributable to improved property operations at the Partnership's
self-storage facilities.
During 2003, property net operating income (rental income less cost of
operations, management fees paid to an affiliate and depreciation expense)
increased $228,000 or 6% from $3,787,000 in 2002 to $4,015,000 in 2003.
Rental income was $6,201,000 in 2003 compared to $5,900,000 in 2002,
representing an increase of $301,000, or 5%. The increase is attributable to an
increase in average occupancy at the Partnership's self-storage facilities.
Weighted average occupancy levels were 90% during 2003 compared to 87% during
2002. The average annual realized rent per square foot was $13.43 during 2003
compared to $13.69 during 2002.
12
Cost of operations (including management fees paid to an affiliate) was
$1,732,000 and $1,597,000 in 2003 and 2002, respectively, representing an
increase of $135,000, or 8%. This increase is primarily attributable to
increases in payroll, property taxes, management fees (as a result of higher
revenues) and insurance expenses, partially offset by a reduction in advertising
expenses.
Depreciation expense was $454,000 for the year ended December 31, 2003
compared to $516,000 for the same period in 2002. The decrease in depreciation
expense is primarily related to the full depreciation of several of the
Partnership's buildings which were placed in service in 1978.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash flow from operating activities of $4,664,000 for the year ended
December 31, 2004 have been sufficient to meet all current obligations of the
Partnership. During 2005, the Partnership anticipates approximately $45,000 of
capital improvements compared to $152,000 in 2004, $205,000 in 2003 and $196,000
in 2002. Such enhancements will include new signs, exterior color schemes, and
improvements to the rental offices.
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 may borrow in the future with the intent of
using the proceeds to finance distributions to the limited and general partners.
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 in connection with the financing of the properties. The
Partnership Agreement requires that cash available for distribution (cash flow
from all sources less cash necessary for any obligations or capital improvement)
needs to be distributed at least quarterly. Cash distributions were suspended
during the fourth quarter of 1990 for debt service payments. Because all debt
service was repaid as of September 30, 2002, the Partnership resumed quarterly
distributions beginning in the third quarter of 2002. We paid distributions to
the limited and general partners totaling $3,100,000 (155.00 per unit) and
$1,075,000, respectively, for the year ended December 31, 2004. We paid
distributions to the limited and general partners totaling $2,800,000 (140.00
per unit) and $971,000, respectively, for the year ended December 31, 2003.
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, 2004, 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).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
--------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
Not applicable.
13
ITEM 9A. CONTROLS AND PROCEDURES
-----------------------
Public Storage, Inc. 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, including its Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure based on the definition
of "disclosure controls and procedures" in Rule 13a-15(e) 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.
At the end of the period covered by this report, Public Storage, Inc.
carried out an evaluation, under the supervision and with the participation of
the Partnership's management, including Public Storage, Inc.'s Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of the Partnership's disclosure controls and procedures. Based upon
that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Partnership's disclosure controls and procedures were
effective. During the fourth quarter of 2004, there were no significant changes
in the Partnership's internal controls over financial reporting that have
materially affected, or are reasonably likely to materially affect, the
Partnership's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
-----------------
Not applicable.
14
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 self-storage facilities are
managed by PSI pursuant to a Management Agreement.
Pursuant to 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, 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.
The names of all directors and executive officers of PSI, the offices
held by each of them with PSI, and their ages and business experience during the
past five years are as follows:
Name Positions with PSI
- --------------------- ------------------------------------------------------------
B. Wayne Hughes Chairman of the Board
Ronald L. Havner, Jr. Chief Executive Officer and Vice Chairman of the Board
Harvey Lenkin President and Director
John Reyes Senior Vice President and Chief Financial Officer
John S. Baumann Senior Vice President and Chief Legal Officer
John G. Graul Senior Vice President and President, Self-storage Operations
David F. Doll Senior Vice President and President, Real Estate Group
B. Wayne Hughes, Jr. Director
Robert J. Abernethy Director
Dann V. Angeloff Director
William C. Baker Director
John T. Evans Director
Uri P. Harkham Director
Daniel C. Staton Director
B. Wayne Hughes, age 71, a general partner of the Partnership, has been
a director of PSI since its organization in 1980 and was President and Co-Chief
Executive Officer from 1980 until November 1991 when he became Chairman of the
Board and sole Chief Executive Officer. Mr. Hughes retired as Chief Executive
Officer of PSI in November 2002 and remains Chairman of the Board. Mr. Hughes is
currently engaged in the acquisition and operation of commercial properties in
California and in the acquisition and operation of mini-warehouses in Canada. He
was Chairman of the Board and Chief Executive Officer from 1990 until March 1998
of Public Storage Properties XI, Inc., which was renamed PS Business Parks, Inc.
("PSB"), an affiliated REIT. Mr. Hughes has been active in the real estate
investment field for over 30 years. He is the father of B. Wayne Hughes, Jr.,
also a member of the PSI Board.
Ronald L. Havner, Jr., age 47, has been Vice Chairman, Chief Executive
Officer and a director of PSI since November 2002. Mr. Havner has been Chairman
of PS Business Parks, Inc. (PSB) since March 1998, Chief Executive Officer of
PSB from March 1998 until August 2003 and President of PSB from March 1998 to
September 2002. He is a member of the Board of Governors of the National
Association of Real Estate Investment Trusts (NAREIT) and a director of Business
Machine Security, Inc., The Mobile Storage Group, and Union BanCal and its
primary subsidiary, Union Bank of California, N.A.
15
Harvey Lenkin, age 68, became President and a director of PSI in
November 1991. Mr. Lenkin has been employed by PSI or its predecessor for 27
years. He has been a director of PS Business Parks since March 1998 and was
President of PS Business Parks from 1990 until March 1998. He is a director of
Paladin Realty Income Properties I, Inc., a director of Huntington Memorial
Hospital in Pasadena, California, and a former member of the Executive Committee
of the Board of Governors of the National Association of Real Estate Investment
Trusts, Inc. (NAREIT).
John Reyes, age 44, 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.
John S. Baumann, age 44, became Senior Vice President and Chief Legal
Officer of PSI in June 2003. From 1998 to 2002, Mr. Baumann was Senior Vice
President and General Counsel of Syncor International Corporation, an
international high technology health care services company. From 1995 to 1998,
he was Associate General Counsel of KPMG LLP, an international accounting, tax
and consulting firm.
John E. Graul, age 53, became Senior Vice President and President,
Self-Storage Operations, for PSI in February 2004, with overall responsibility
for PSI's national operations. From 1992 until joining the Company, Mr. Graul
was employed by McDonald's Corporation where he served in various management
positions, most recently as Vice President and General Manager - Pacific Sierra
Region.
David F. Doll, age 46, became Senior Vice President and President, Real
Estate Group, for PSI in February 2005, with responsibility for PSI's real
estate activities, including property acquisitions, developments, and
repackagings. Before joining PSI, Mr. Doll was Senior Executive Vice President
of Development for Westfield Corporation, a major international owner and
operator of shopping malls, where he was employed since 1995.
B. Wayne Hughes, Jr., age 45 became director of PSI in January 1998. He
was employed by PSI from 1989 to 2002 serving as Vice President - Acquisitions
of PSI from 1992 to 2002. Mr. Hughes, Jr. is currently engaged in the
acquisition and operation of commercial property in California and
mini-warehouses in Canada. He is the son of B. Wayne Hughes, Chairman of the PSI
Board.
Robert J. Abernethy, age 65, has been President of American Standard
Development Company and of Self-Storage Management Company and of Self-Storage
Management Company, which develop and operate self-storage facilities, 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 the Los Angeles Music Center, a member of the Board of
Overseers of the Los Angeles Philharmonic, a trustee of Loyola Marymount
University, a director of the Pacific Council on International Policy, a
director of the Atlantic Council, a member of the Council on Foreign Relations
and a former California Transportation Commissioner. Mr. Abernethy is a former
member of the board of directors of the Los Angeles County Metropolitan
Transportation Authority and of the Metropolitan Water District of Southern
California, a former member of the California State Board of Education, a former
member of the California State Arts Council, a former Planning Commissioner, a
former Telecommunications Commissioner and the former Vice-Chairman of the
Economic Development Commission of the City of Los Angeles. He received an
M.B.A. from the Harvard University Graduate School of Business.
Dann V. Angeloff, age 69, has been President of the Angeloff Company, a
corporate financial advisory firm, since 1976. Mr. Angeloff is currently the
general partner of a limited partnership that in 1974 purchased a mini-warehouse
operated by PSI. Mr. Angeloff has been a director of PSI since its organization
in 1980. He is a director of Bjurman, Barry Fund, Inc., Corporation,
Nicholas/Applegate Fund, ReadyPac Foods, Retirement Capital Group and Soft
Brands, Inc.
William C. Baker, age 71, became a director of PSI in November 1991.
Mr. Baker has been the Chairman and Chief Executive Officer of Calloway Golf
Company since August 2004. 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 LaQuinta, Inc., California Pizza Kitchen, and
Callaway Golf Company.
16
John T. Evans, age 66, became a director of PSI in August 2003. Mr.
Evans has been a partner in the law firm of Osler, Hoskin & Harcourt LLP,
Toronto, Canada from April 1993 to the present and in the law firm of Blake,
Cassels & Graydon LLP, Toronto, Canada from April 1966 to April 1993. Mr. Evans
specializes in business law matters, securities, restructurings, mergers and
acquisitions and advising on corporate governance. Mr. Evans is a director of
Cara Operations Inc., Kubota Metal Corporation and Toronto East General
Hospital. Until August 2003, Mr. Evans was a director of Canadian Mini-Warehouse
Properties Ltd., a Canadian corporation owned by B. Wayne Hughes and members of
his family.
Uri P. Harkham, age 56, became a director of PSI in March 1993. Mr.
Harkham has been the President and Chief Executive Officer of the Jonathan
Martin Fashion Group, which specializes in designing, manufacturing and
marketing women's clothing, since its organization in 1976. Since 1978, Mr.
Harkham has been the Chairman of the Board of Harkham Properties, a real estate
firm specializing in buying and managing fashion warehouses in Los Angeles.
Daniel C. Staton, age 52, became a director of PSI in March 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 1999 and a Trustee of Storage Trust
Realty from November 1994 until March 1999. He is President of Walnut Capital
Partners, an investment and venture capital company and the Co-Chief Executive
Officer of PMGI (formerly Media General, Inc.), a print and electronic media
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.
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.
The members of the PSI Audit Committee of the Board are: Robert J.
Abernethy (Chairman), John T. Evans, and Daniel Staton. The Board of PSI has
determined that Mr. Abernethy satisfies the audit committee financial expert
criteria established by the SEC and the accounting or related financial
management expertise criteria established by the New York Stock Exchange (NYSE).
All members of the Audit Committee are independent as that term is defined in
applicable SEC Rules and NYSE listing standards.
The financial records of the Partnership are maintained and prepared by
employees of PSI. The Board of Directors of PSI has adopted a code of ethics for
its senior financial officers. The Code of Ethics applies to those persons
serving as PSI's principal executive officer, principal financial officer and
principal accounting officer. A copy of the Code of Ethics is available by
written request from the Secretary of PSI at 701 Western Ave., Glendale, CA
91201-2349.
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.
17
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
-------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS
---------------------------
(a) At March 25, 2005, 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 6,301 Units (2) 31.5%
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) 196 Units owned by PS Orangeco Partnerships, Inc., a corporation
in which Hughes and members of his family own approximately 48% of the
voting stock, PSI owns 46% and members of PSI's management and related
individuals own approximately 6%.
(b) The Partnership has no officers and directors.
The General Partners (or their predecessor-in-interest) have
contributed $101,010 to the capital of the Partnership and as a result
participate 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 6,239 Units, representing 31.2% of the Units
(including the 6,025 Units owned by H-G Family Corporation and the 196 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.
18
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 Limited Partner Units,
respectively. During 2004, PSI and H-G Family Corporation received $860,000 and
$215,000, respectively, 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 right 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 2004, 2003 and 2002, the
Partnership paid fees of $392,000, $374,000 and $352,000, respectively, to PSI
pursuant to the Management Agreement.
In addition, the Partnership combines its insurance purchasing power
with PSI through captive insurance entities controlled by PSI. (See Note 5 to
the Partnership's financial statements). These captive entities provide 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 the captive entities'
limitations. Premiums paid to the captive entities for the years ended December
31, 2004, 2003 and 2002 were $79,000, $52,000 and $38,000, respectively.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
--------------------------------------
Fees billed to the Partnership by Ernst & Young LLP for 2003 and 2004
as are follows:
Audit Fees: Audit fees billed (or expected to be billed) to the
Partnership by Ernst & Young LLP for the audit of the Partnership's
annual financial statements and reviews of the quarterly financial
statements included in the Partnership's quarterly reports on Form 10-Q
totaled $9,000 for 2003 and $8,000 in 2004.
Tax Fees: Tax fees billed (or expected to be billed) to the Partnership
by Ernst & Young LLP for tax services (primarily federal and state
income tax preparation) totaled $7,000 in 2003 and $7,000 in 2004.
Audit-Related Fees and Other Fees: During 2003 and 2004 Ernst & Young
LLP did not bill the Partnership for audit-related services or any
other services, except audit services and tax services denoted above.
The Audit Committee of PSI pre-approves all services performed by Ernst
& Young LLP, including those listed above. At this time, the Audit
Committee has not delegated pre-approval authority to any member or
members of the Audit Committee.
19
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
------------------------------------------
(a) List of Documents filed as part of the Report.
1. Financial Statements. See Index to Financial Statements and
Financial Statement Schedule.
2. Financial Statement Schedules. See Index to Financial Statements
and Financial Statement Schedule.
3. Exhibits: See Exhibit Index contained below.
(b) Exhibits: See Exhibit Index contained below.
(c) Not applicable.
20
PUBLIC STORAGE PROPERTIES, LTD.
EXHIBIT INDEX
(Item 15(b))
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.
14 Code of Ethics for Senior Financial Officers of Public Storage, Inc.
Filed with the Partnership's Annual Report on Form 10-K for the year
ended December 31, 2003 and incorporated herein by reference.
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
signed and dated by Ronald L. Havner, Jr. Filed herewith.
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
signed and dated by John Reyes. Filed herewith.
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. Furnished herewith.
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PUBLIC STORAGE PROPERTIES, LTD.
a California Limited Partnership
Dated: March 31, 2005 By: Public Storage, Inc., General Partner
By: /s/ Ronald L. Havner, Jr.
-------------------------------------------
Ronald L Havner, Jr., Vice Chairman of the
Board and Chief Executive Officer of
Public Storage, Inc., Corporate General
Partner
By: /s/ B. Wayne Hughes
---------------------------------------------
B. Wayne Hughes, General Partner and Chairman
of the Board of Public Storage, Inc.
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.
22
Signature Capacity Date
- --------------------------------------- -------------------------------------------------- --------------
/s/ Ronald L. Havner Jr. Vice Chairman of the Board and Chief Executive March 31, 2005
- --------------------------------------- Officer of Public Storage, Inc., Corporate General
Ronald L. Havner, Jr. Partner
/s/ B. Wayne Hughes General Partner and Chairman of the Board of March 31, 2005
- --------------------------------------- Public Storage, Inc.
B. Wayne Hughes
/s/ Harvey Lenkin President and Director of Public Storage, Inc. March 31, 2005
- ---------------------------------------
Harvey Lenkin
/s/ John Reyes Senior Vice President and Chief Financial Officer March 31, 2005
- --------------------------------------- of Public Storage, Inc. (principal financial
John Reyes officer and principal accounting officer)
/s/ B. Wayne Hughes, Jr. Director of Public Storage, Inc. March 31, 2005
- ---------------------------------------
B. Wayne Hughes, Jr.
/s/ Robert J. Abernethy Director of Public Storage, Inc. March 31, 2005
- ---------------------------------------
Robert J. Abernethy
/s/ Dann V. Angeloff Director of Public Storage, Inc. March 31, 2005
- ---------------------------------------
Dann V. Angeloff
Director of Public Storage, Inc.
- ---------------------------------------
William C. Baker
/s/ John T. Evans Director of Public Storage, Inc. March 31, 2005
- ---------------------------------------
John T. Evans
/s/ Uri P. Harkham Director of Public Storage, Inc. March 31, 2005
- ---------------------------------------
Uri P. Harkham
/s/ Daniel C. Staton Director of Public Storage, Inc. March 31, 2005
- ---------------------------------------
Daniel C. Staton
23
PUBLIC STORAGE PROPERTIES, LTD.
INDEX TO FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULE
(Item 15 (a))
Page
References
----------
Report of Independent Registered Public Accounting Firm F-1
Financial Statements and Schedule:
Balance Sheets as of December 31, 2004 and 2003 F-2
For the years ended December 31, 2004, 2003 and 2002:
Statements of Income F-3
Statements of Partners' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6 - F-11
Schedule:
III - Real Estate and Accumulated Depreciation F-12 - F-13
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.
24
Report of Independent Registered Public Accounting Firm
The Partners
Public Storage Properties, Ltd.
We have audited the accompanying balance sheets of Public Storage Properties,
Ltd. (the "Partnership") as of December 31, 2004 and 2003, and the related
statements of income, comprehensive income, partners' equity and cash flows for
each of the three years in the period ended December 31, 2004. 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 the standards of the Public Company
Accounting Oversight Board (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. We were not engaged to perform an
audit of the Partnership's internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Partnership's internal control over financial reporting. Accordingly we express
no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Public Storage Properties, Ltd.
at December 31, 2004 and 2003, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2004, in
conformity with U.S. generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
ERNST & YOUNG LLP
March 25, 2005
Los Angeles, California
F-1
PUBLIC STORAGE PROPERTIES, LTD.
BALANCE SHEETS
December 31, 2004 and 2003
2004 2003
---------------- ----------------
ASSETS
Cash and cash equivalents $ 1,407,000 $ 1,070,000
Rent and other receivables 35,000 47,000
Real estate facilities, at cost:
Building, land improvements and equipment 9,574,000 9,422,000
Land 2,476,000 2,476,000
---------------- ----------------
12,050,000 11,898,000
Less accumulated depreciation (8,823,000) (8,606,000)
---------------- ----------------
3,227,000 3,292,000
Other assets 28,000 13,000
---------------- ----------------
Total assets $ 4,697,000 $ 4,422,000
================ ================
LIABILITIES AND PARTNERS' EQUITY
Accounts payable $ 42,000 $ 74,000
Deferred revenue 183,000 176,000
Commitments and contingencies (Note 9) - -
Partners' equity
Limited partners' equity, $500 per unit, 20,000 units
authorized, issued and outstanding 3,321,000 3,097,000
General partners' equity 1,151,000 1,075,000
---------------- ----------------
Total partners' equity 4,472,000 4,172,000
---------------- ----------------
Total liabilities and partners' equity $ 4,697,000 $ 4,422,000
================ ================
See accompanying notes.
F-2
PUBLIC STORAGE PROPERTIES, LTD.
STATEMENTS OF INCOME
For the years ended December 31, 2004, 2003 and 2002
2004 2003 2002
------------------ ------------------ -----------------
REVENUES:
Rental income $ 6,537,000 $ 6,201,000 $ 5,900,000
Other income 56,000 45,000 38,000
------------------ ------------------ -----------------
6,593,000 6,246,000 5,938,000
------------------ ------------------ -----------------
COSTS AND EXPENSES:
Cost of operations 1,422,000 1,358,000 1,245,000
Management fees paid to affiliate 392,000 374,000 352,000
Depreciation 217,000 454,000 516,000
Administrative 87,000 83,000 82,000
Interest expense - - 14,000
------------------ ------------------ -----------------
2,118,000 2,269,000 2,209,000
------------------ ------------------ -----------------
NET INCOME $ 4,475,000 $ 3,977,000 $ 3,729,000
================== ================== =================
Limited partners' share of net income ($169.85 per
unit in 2004, $150.20 per unit in 2003 and
$162.10 per unit in 2002) $ 3,397,000 $ 3,004,000 $ 3,242,000
General partners' share of net income 1,078,000 973,000 487,000
------------------ ------------------ -----------------
$ 4,475,000 $ 3,977,000 $ 3,729,000
================== ================== =================
See accompanying notes.
F-3
PUBLIC STORAGE PROPERTIES, LTD.
STATEMENTS OF PARTNERS' EQUITY
For the years ended December 31, 2004, 2003 and 2002
Total Partners'
Limited Partners General Partners Equity
----------------- ----------------- -----------------
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
Net income 3,004,000 973,000 3,977,000
Distributions paid to partners (2,800,000) (971,000) (3,771,000)
Equity transfer (51,000) 51,000 -
----------------- ----------------- -----------------
Balance at December 31, 2003 3,097,000 1,075,000 4,172,000
Net income 3,397,000 1,078,000 4,475,000
Distributions paid to partners (3,100,000) (1,075,000) (4,175,000)
Equity transfer (73,000) 73,000 -
----------------- ----------------- -----------------
Balance at December 31, 2004 $ 3,321,000 $ 1,151,000 $ 4,472,000
================= ================= =================
See accompanying notes.
F-4
PUBLIC STORAGE PROPERTIES, LTD.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2004, 2003 and 2002
2004 2003 2002
--------------- --------------- ----------------
Cash flows from operating activities:
Net income $ 4,475,000 $ 3,977,000 $ 3,729,000
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 217,000 454,000 516,000
Decrease in rent and other receivables 12,000 2,000 108,000
(Increase) decrease in other assets (15,000) 37,000 (1,000)
(Decrease) increase in accounts payable (32,000) 22,000 (4,000)
Increase in deferred revenue 7,000 16,000 28,000
--------------- --------------- ----------------
Total adjustments 189,000 531,000 647,000
--------------- --------------- ----------------
Net cash provided by operating activities 4,664,000 4,508,000 4,376,000
--------------- --------------- ----------------
Cash flows from investing activities:
Additions to real estate facilities (152,000) (205,000) (196,000)
--------------- --------------- ----------------
Net cash used in investing activities (152,000) (205,000) (196,000)
--------------- --------------- ----------------
Cash flows from financing activities:
Distributions paid to partners (4,175,000) (3,771,000) (1,817,000)
Principal payments on note payable to commercial bank - - (2,000,000)
--------------- --------------- ----------------
Net cash used in financing activities (4,175,000) (3,771,000) (3,817,000)
--------------- --------------- ----------------
Net increase in cash and cash equivalents 337,000 532,000 363,000
Cash and cash equivalents at the beginning of the year 1,070,000 538,000 175,000
--------------- --------------- ----------------
Cash and cash equivalents at the end of the year $ 1,407,000 $ 1,070,000 $ 538,000
=============== =============== ================
See accompanying notes.
F-5
PUBLIC STORAGE PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2004
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 self-storage facilities located
in California.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
Self-storage 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, 2004 and 2003 to
develop and improve self-storage 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 approximately
25 and 5 years, respectively.
Revenue and Expense Recognition:
--------------------------------
Rental income, which is generally earned pursuant to
month-to-month leases for storage space, is recognized as earned.
Promotional discounts are recognized as a reduction to rental income
over the promotional period, which is generally during the first month
of occupancy. Late charges and administrative fees are recognized as
rental income when collected. Interest income is recognized as earned.
We accrue for property tax expense based upon estimates and
historical trends. If these estimates are incorrect, the timing of
expense recognition could be affected.
Cost of operations, general and administrative expense,
interest expense, as well as television, yellow page, and other
advertising expenditures are expensed as incurred. Television, yellow
page, and other advertising expenditures totaled $226,000, $233,000 and
$266,000 for the years ended December 31, 2004, 2003 and 2002,
respectively.
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 with an original maturity of three months
or less to be cash equivalents.
Use of Estimates:
-----------------
The preparation of the financial statements in conformity with
U.S. generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could
differ from those estimates.
F-6
PUBLIC STORAGE PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2004
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 identified no such impairments at December 31, 2004.
Certain real estate facilities have been in service longer than 25
years, and accordingly these buildings are fully depreciated as of
December 31, 2004.
Any long-lived assets 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 (less cost to sell) or their
carrying value.
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.
Recent Accounting Pronouncements and Guidance:
----------------------------------------------
As of March 25, 2005, there have been no recent accounting
pronouncements and guidance, which were not effective for
implementation prior to December 31, 2004, that would have a material
impact upon reporting the operations or financial position of the
Partnership.
Segment Reporting:
------------------
The Partnership only has one reportable segment as defined
within Statement of Financial Accounting Standards No. 131.
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 to be distributed at least
quarterly. Cash distributions were suspended since the fourth quarter
of 1990 until September 30, 2002, because available cash flow was used
to service debt. During 2003, we paid distributions to the limited and
general partners totaling $2,800,000 ($140.00 per unit) and $971,000,
respectively. During 2004, we paid distributions to the limited and
general partners totaling $3,100,000 (155.00 per unit) and $1,075,000,
respectively. Future distribution rates may be adjusted to levels which
are supported by operating cash flow after capital improvements and any
other obligations.
F-7
PUBLIC STORAGE PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2004
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 reconcile 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.
5. RELATED PARTY TRANSACTIONS
The Partnership has a Management Agreement with PSI pursuant
to which PSI operates the self-storage facilities for a fee equal to 6%
of the facilities' gross revenue (as defined). For 2004, 2003 and 2002,
the Partnership paid PSI $392,000, $374,000 and $352,000, respectively,
under 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.
The Partnership's facilities, along with facilities owned by
PSI and its affiliates, are managed and marketed jointly by PSI in
order to take advantage of scale and other efficiencies. Joint costs
are allocated on a methodology meant to fairly allocate such costs.
Such joint costs include supervisory, relief, and administrative
personnel costs, television advertising expenses, yellow page
advertising, data processing, and insurance (including amounts paid to
STOR-Re and its successor, as described below). The total of such
expenses, substantially all of which are included in Cost of
Operations, amounted to $636,000, $624,000 and $581,000 for the years
ended December 31, 2004, 2003, and 2002, respectively.
Ownership Interest by the General Partners
------------------------------------------
In addition, B. Wayne Hughes, General Partner of the
"Partnership", and Chairman of PSI and members of his family own 30.5%
of the Limited Partnership units. PSI and its affiliates own 31.8% of
the Limited Partnership units.
Captive Insurance Activities with PSI
-------------------------------------
The Partnership has a 0.9% ownership interest in STOR-Re
Mutual Insurance Corporation ("STOR-Re"), which was formed in 1994 as
an association captive insurance company, and is controlled by PSI. The
Partnership accounts for its investment in STOR-Re, which is included
in other assets, on the cost method, and has received no distributions
during the three years ended December 31, 2004.
F-8
PUBLIC STORAGE PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2004
STOR-Re provides limited property and liability insurance
coverage to the Partnership, PSI, and affiliates for losses occurring
before April 1, 2004. STOR-Re was succeeded with respect to these
activities for losses occurring after March 31, 2004 by a wholly owned
subsidiary of PSI. Liabilities for losses and loss adjustment expenses
include an amount determined from loss reports and individual cases and
an amount, based on recommendations from an outside actuary that is a
member of the American Academy of Actuaries, using a frequency and
severity method, for losses incurred but not reported. Determining the
liability for unpaid losses and loss adjustment expense is based upon
estimates and while we believe that the amount is adequate, the
ultimate loss may be in excess of or less than the amounts provided.
The methods for making such estimates and for establishing the
resulting liability are continually reviewed.
The following table sets forth certain condensed consolidated
financial information with respect to STOR-Re (representing 100% of
this entity's operations and not the Partnership's pro-rata share):
2004 (a) 2003
------------ ------------
(Amount in thousands)
For the year ended December 31,
------------------------------------------------
Premiums earned................................. $ 3,994 $ 14,766
Net investment income........................... 677 721
Loss and loss adjustment expense................ (2,948) (14,731)
Other expenses.................................. (200) (298)
------------ ------------
Net income (loss)............................ $ 1,523 $ 458
============ ============
At December 31,
------------------------------------------------
Total assets (primarily cash and other $ 33,071 $ 41,778
investments).................................
Liabilities for losses and loss adjustment 20,222 29,634
expenses.....................................
Other liabilities............................... - 4,053
Member's surplus................................ 12,849 8,091
(a) Effective April 1, 2004, STOR-Re ceased providing
insurance for losses occurring after April 1, 2004, and was succeeded
with respect to these activities by PSIC-H, a wholly owned subsidiary
of PSI. Accordingly, premiums and associated loss expense for periods
after March 31, 2004 are not included in this table.
Premiums paid to the captive entities for the years ended
December 31, 2004, 2003 and 2002 were $79,000, $52,000 and $38,000,
respectively.
Other Activities with PSI
-------------------------
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. 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. The subsidiary of PSI receives the revenues and
bears the cost of the activities.
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 $4,505,000, $4,081,000 and
$3,863,000 for the years ended December 31, 2004, 2003 and 2002,
respectively. The difference between taxable net income and net income
is primarily related to depreciation expense resulting from difference
in depreciation methods.
F-9
PUBLIC STORAGE PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2004
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. During
the second quarter of 2002, the Partnership paid the loan in full
without premium or penalty.
Interest paid during 2002 was $21,000. No interest was paid in
2003 and 2004.
8. SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED)
Three Months Ended
-------------------------------------------------------------------------------
March 31, 2004 June 30, 2004 September 30, 2004 December 31, 2004
---------------- -------------- ------------------ -----------------
Rental Income $ 1,572,000 $ 1,601,000 $ 1,666,000 $ 1,698,000
Cost of Operations (including management
fees and depreciation) $ 520,000 $ 523,000 $ 496,000 $ 492,000
Net Income $ 1,039,000 $ 1,063,000 $ 1,166,000 $ 1,207,000
Net Income Per Limited Partner Unit $ 39.75 $ 39.30 $ 44.40 $ 46.40
Distributions $ 943,000 $ 1,077,000 $ 1,078,000 $ 1,077,000
Three Months Ended
-------------------------------------------------------------------------------
March 31, 2003 June 30, 2003 September 30, 2003 December 31, 2003
---------------- -------------- ------------------ -----------------
Rental Income $ 1,503,000 $ 1,543,000 $ 1,577,000 $ 1,578,000
Cost of Operations (including management
fees and depreciation) $ 550,000 $ 588,000 $ 550,000 $ 498,000
Net Income $ 938,000 $ 942,000 $ 1,025,000 $ 1,072,000
Net Income Per Limited Partner Unit $ 34.80 $ 34.95 $ 39.05 $ 41.40
Distributions $ 943,000 $ 943,000 $ 943,000 $ 942,000
9. COMMITMENTS AND CONTINGENCIES
Serrao v. Public Storage, Inc. (filed April 2003)
----------------------------------------------------
(Superior Court - Orange County)
--------------------------------
The plaintiff in this case filed a suit against Public
Storage, Inc. on behalf of a putative class of renters who rented
self-storage units from Public Storage, Inc.. Plaintiff alleges that
Public Storage, Inc. misrepresented the size of its storage units, has
brought claims under California statutory and common law relating to
consumer protection, fraud, unfair competition, and negligent
misrepresentation, and is seeking monetary damages, restitution, and
declaratory and injunctive relief.
The claim in this case is substantially similar to those in
Henriquez v. Public Storage, Inc., which was disclosed in prior
reports. In January 2003, the plaintiff caused the Henriquez action to
be dismissed.
Based upon the uncertainty inherent in any putative class
action, Public Storage, Inc. cannot presently determine the potential
damages, if any, or the ultimate outcome of this litigation. On
November 3, 2003, the court granted Public Storage, Inc.'s motion to
strike the plaintiff's nationwide class allegations and to limit any
putative class to California residents only. Public Storage, Inc. is
vigorously contesting the claims upon which this lawsuit is based
including class certification efforts.
F-10
PUBLIC STORAGE PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2004
Salaam et al v. Public Storage, Inc. (filed February 2000) (Superior
-----------------------------------------------------------------------
Court - Sacramento County); Holzman et al v. Public Storage, Inc.
-----------------------------------------------------------------
(filed October 2004) (Superior Court - Sacramento County)
---------------------------------------------------------
This action, which was described in the Partnership's prior
reports, was disposed of in February 2005.
Other Items
-----------
Public Storage, Inc. 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, that are not described
above. We believe that it is unlikely that the outcome of these other
pending legal proceedings including employment and tenant claims, in
the aggregate, will have a material adverse effect upon the operations
or financial position of the Partnership.
F-11
Public Storage Properties, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
For the year ended December 31, 2004
Gross Carrying Amount
Initial Cost at December 31, 2004
---------------------------- ---------------------------------------------
Building, Costs Subsequent to Building,
Land Imp & construction Land Imp &
Description Land Equipment (Improvements) Land Equipment Total
- ------------------------ ------------ ------------- ------------------- ------------ ------------ -----------
Pasadena $327,000 $515,000 $291,000 $327,000 $806,000 $1,133,000
Whittier - El Monte 166,000 763,000 379,000 134,000 1,174,000 1,308,000
Fremont 112,000 741,000 375,000 112,000 1,116,000 1,228,000
Milpitas 198,000 649,000 274,000 195,000 926,000 1,121,000
Wilmington 815,000 1,336,000 680,000 815,000 2,016,000 2,831,000
Sun Valley 329,000 611,000 334,000 329,000 945,000 1,274,000
Corona 155,000 757,000 347,000 155,000 1,104,000 1,259,000
Norco 95,000 456,000 195,000 95,000 651,000 746,000
North Hollywood 314,000 553,000 283,000 314,000 836,000 1,150,000
------------ ------------- ------------------- ------------ ------------ -----------
$2,511,000 $6,381,000 $3,158,000 $2,476,000 $9,574,000 $12,050,000
============ ============= =================== ============ ============ ===========
Accumulated Date
Description Depreciation Completed
- ------------------------ ------------ ---------
Pasadena $759,000 08/78
Whittier - El Monte 1,081,000 07/78
Fremont 1,079,000 11/78
Milpitas 812,000 11/78
Wilmington 1,879,000 08/78
Sun Valley 903,000 10/78
Corona 981,000 12/78
Norco 566,000 12/78
North Hollywood 763,000 12/79
------------
$8,823,000
============
F-12
Public Storage Properties, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
(continued)
Reconciliation of Real Estate Cost and Accumulated Depreciation
COST RECONCILIATION
2004 2003
-------------- -------------
Balance at the beginning of the period $ 11,898,000 $ 11,693,000
Additions during the period: Improvements 152,000 205,000
-------------- -------------
Balance at the close of the period $ 12,050,000 $ 11,898,000
============== =============
ACCUMULATED DEPRECIATION RECONCILIATION
2004 2003
-------------- -------------
Balance at the beginning of the period $ 8,606,000 $ 8,152,000
Additions during the period: Depreciation 217,000 454,000
-------------- -------------
Balance at the close of the period $ 8,823,000 $ 8,606,000
============== =============
(a) The aggregate depreciable cost prior to depreciation of real estate
(excluding land) for Federal income tax purposes is $9,217,000
(unaudited).
F-13