UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended September 30, 2002
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
--------------- ---------------
Commission File Number 0-9208
------
PUBLIC STORAGE PROPERTIES V, LTD.
---------------------------------
(Exact name of registrant as specified in its charter)
California 95-3292068
- ----------------------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
701 Western Avenue
Glendale, California 91201
- ---------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 244-8080
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Condensed balance sheets at September 30, 2002
and December 31, 2001 2
Condensed statements of income for the three and nine
months ended September 30, 2002 and 2001 3
Condensed statement of partners' equity for the
nine months ended September 30, 2002 4
Condensed statements of cash flows for the
nine months ended September 30, 2002 and 2001 5
Notes to condensed financial statements 6-7
Management's discussion and analysis of
financial condition and results of operations 8-9
Risk Factors 10-11
Controls and Procedures 11
PART II. OTHER INFORMATION
Item 1 Legal Proceedings 12
Item 6 Exhibits and Reports on Form 8-K 12
PUBLIC STORAGE PROPERTIES V, LTD.
CONDENSED BALANCE SHEETS
September 30, December 31,
2002 2001
----------------- -----------------
(Unaudited)
ASSETS
Cash and cash equivalents $ 1,627,000 $ 449,000
Marketable securities of affiliate (cost of $8,181,000) 17,488,000 18,285,000
Rent and other receivables 234,000 415,000
Real estate facilities, at cost:
Buildings and equipment 17,185,000 16,886,000
Land 4,714,000 4,714,000
----------------- -----------------
21,899,000 21,600,000
Less accumulated depreciation (14,335,000) (13,639,000)
----------------- -----------------
7,564,000 7,961,000
Other assets 92,000 82,000
----------------- -----------------
Total assets $ 27,005,000 $ 27,192,000
================= =================
LIABILITIES AND PARTNERS' EQUITY
Accounts payable $ 330,000 $ 106,000
Deferred revenue 189,000 188,000
Note payable to commercial bank - 1,550,000
Partners' equity:
Limited partners' equity, $500 per unit, 44,000 units
authorized, issued and outstanding 12,755,000 11,319,000
General partners' equity 4,424,000 3,925,000
Other comprehensive income 9,307,000 10,104,000
----------------- -----------------
Total partners' equity 26,486,000 25,348,000
----------------- -----------------
Total liabilities and partners' equity $ 27,005,000 $ 27,192,000
================= =================
See accompanying notes.
2
PUBLIC STORAGE PROPERTIES V, LTD.
CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended September 30, Nine months Ended September 30,
---------------------------------- ---------------------------------
2002 2001 2002 2001
--------------- --------------- --------------- --------------
REVENUES:
Rental income $ 2,201,000 $ 2,231,000 $ 6,524,000 $ 6,578,000
Dividends from marketable securities of affiliate 251,000 437,000 752,000 693,000
Other income 27,000 9,000 58,000 13,000
--------------- --------------- --------------- --------------
2,479,000 2,677,000 7,334,000 7,284,000
--------------- --------------- --------------- --------------
COSTS AND EXPENSES:
Cost of operations 536,000 525,000 1,507,000 1,472,000
Management fees paid to affiliates 130,000 133,000 387,000 392,000
Depreciation and amortization 235,000 240,000 696,000 738,000
Administrative 16,000 25,000 79,000 74,000
Interest expense - 68,000 4,000 267,000
--------------- --------------- --------------- --------------
917,000 991,000 2,673,000 2,943,000
--------------- --------------- --------------- --------------
NET INCOME $ 1,562,000 $ 1,686,000 $ 4,661,000 $ 4,341,000
--------------- --------------- --------------- --------------
Limited partners' share of net income ($89.55 per unit
in 2002 and $97.68 per unit in 2001) $ 3,940,000 $ 4,298,000
General partners' share of net income 721,000 43,000
--------------- --------------
$ 4,661,000 $ 4,341,000
=============== ==============
COMPREHENSIVE INCOME:
Net income $ 4,661,000 $ 4,341,000
Other comprehensive income (change in unrealized
gain of marketable equity securities) (797,000) 4,912,000
--------------- --------------
$ 3,864,000 $ 9,253,000
=============== ==============
See accompanyin notes.
3
PUBLIC STORAGE PROPERTIES V, LTD.
CONDENSED STATEMENT OF PARTNERS' EQUITY
(UNAUDITED)
Other
Limited General Comprehensive Total Partners'
Partners Partners Income Equity
------------------ ------------------ ------------------ ------------------
Balance at December 31, 2001 $ 11,319,000 $ 3,925,000 $ 10,104,000 $ 25,348,000
Change in unrealized gain of marketable equity
securities - - (797,000) (797,000)
Net income 3,940,000 721,000 - 4,661,000
Distributions (2,024,000) (702,000) - (2,726,000)
Equity transfer (480,000) 480,000 - -
------------------ ------------------ ------------------ ------------------
Balance at September 30, 2002 $ 12,755,000 $ 4,424,000 $ 9,307,000 $ 26,486,000
================== ================== ================== ==================
See accompanying notes.
4
PUBLIC STORAGE PROPERTIES V, LTD.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine months Ended
September 30,
-------------------------------------
2002 2001
---------------- ----------------
Cash flows from operating activities:
Net income $ 4,661,000 $ 4,341,000
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation 696,000 738,000
Decrease (increase) in rent and other receivables 181,000 (377,000)
Amortization of prepaid loan fees - 8,000
(Increase) decrease in other assets (10,000) 6,000
Increase in accounts payable 224,000 351,000
Increase (decrease) in deferred revenue 1,000 (48,000)
---------------- ----------------
Total adjustments 1,092,000 678,000
---------------- ----------------
Net cash provided by operating activities 5,753,000 5,019,000
---------------- ----------------
Cash flow from investing activities:
Additions to real estate facilities (299,000) (211,000)
---------------- ----------------
Net cash used in investing activities (299,000) (211,000)
---------------- ----------------
Cash flow from financing activities:
Distributions paid to partners (2,726,000) -
Principal payments on note to commercial bank (1,550,000) (4,700,000)
---------------- ----------------
Net cash used in financing activities (4,276,000) (4,700,000)
---------------- ----------------
Net increase in cash and cash equivalents 1,178,000 108,000
Cash and cash equivalents at beginning of period 449,000 410,000
---------------- ----------------
Cash and cash equivalents at end of period $ 1,627,000 $ 518,000
================ ================
See accompanying notes.
5
PUBLIC STORAGE PROPERTIES V, LTD.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. The accompanying unaudited condensed financial statements have been
prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although management believes
that the disclosures contained herein are adequate to make the
information presented not misleading. These unaudited condensed
financial statements should be read in conjunction with the financial
statements and related notes appearing in the Partnership's Form 10-K
for the year ended December 31, 2001.
2. In the opinion of management, the accompanying unaudited condensed
financial statements reflect all adjustments, consisting of only normal
accruals, necessary to present fairly the Partnership's financial
position at September 30, 2002, the results of its operations for the
three and nine months ended September 30, 2002 and 2001 and its cash
flows for the nine months then ended.
3. The results of operations for the three and nine months ended September
30, 2002 are not necessarily indicative of the results expected for the
full year.
4. Marketable securities at September 30, 2002 consist of 533,334 shares
of common stock and 17,331 shares of Equity Stock, Series A of Public
Storage, Inc., a publicly traded real estate investment trust and a
general partner of the Partnership. We have designated our portfolio of
marketable securities as available for sale. Accordingly, at September
30, 2002, we have recorded the marketable securities at fair value,
based upon the closing quoted prices of the securities at September 30,
2002. Changes in market value of marketable securities are reflected as
unrealized gains or losses directly in Partners' Equity and accordingly
have no effect on net income.
5. On April 1, 1999, we borrowed $17,000,000 from a commercial bank. The
proceeds of the loan were used to repay our mortgage debt. The loan is
unsecured and bears interest at the London Interbank Offering Rate
("LIBOR") plus 0.60% to 1.20% depending on our interest coverage ratio.
The loan was scheduled to mature April 2003. During the first quarter
of 2002, the Partnership paid the loan in full without penalty.
We entered into an interest rate swap agreement to reduce the impact of
changes in interest rates on a portion of our floating rate debt. The
agreement, which covers $5,000,000 of debt through April, 2002
effectively changes the interest rate exposure from floating rate to a
fixed rate of 5.64% plus 0.60% to 1.20% based on our interest coverage
ratio. Market gains and losses on the value of the swap were deferred
and included in income over the life of the contract. We recorded the
differences paid or received on the interest rate swap in interest
expense as payments are made or received. During December 2001, we
terminated this agreement at a cost of approximately $75,000.
6. The Partnership recommenced distributions to partners in the second
quarter of 2002. Distributions of $26.00 per limited partnership unit,
for a total of $1,144,000, were paid on September 13, 2002. As of
September 30, 2002, the limited partners have been paid distributions
for the year totaling $2,024,000. Also, as of September 30, 2002,
distributions for the year in the amount of $702,000 were paid to the
general partners in accordance with the provisions of the partnership
agreement.
6
7. In October 2001, the Financial Accounting Standards Board (FASB) issued
Statement No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." In June 2001, the FASB issued Statement of
Financial Accounting Standard No. 142, "Goodwill and Other Intangible
Assets," ("SFAS 142"). We adopted these statements effective January 1,
2002.
We evaluate our long-lived assets on a quarterly basis for indicators
of impairment. When indicators of impairment are detected, we evaluate
the recoverability of such long-lived assets. To the extent that the
estimated future undiscounted cash flows are less than the respective
book value, an impairment charge is recorded. The Partnership has
determined at September 30, 2002 that no such impairments existed and,
accordingly, no impairment charges have been recorded.
Statement No. 144 also addresses the accounting for long-lived assets
that are likely to be disposed of before the end of their previously
estimated useful life. Such assets are to be reported at the lower of
their carrying amount or fair value, less cost to sell. Our evaluations
have determined that there are no such impairments at September 30,
2002.
8. Legal Proceedings
Henriquez v. Public Storage, Inc. (Filed June 2002).
----------------------------------------------------
The plaintiff in this case is suing Public Storage on behalf of a
purported class of renters who rented self-storage units from Public
Storage. Plaintiff alleges that Public Storage misrepresents the size
of its units and seeks damages and injunctive and declaratory relief
under California statutory and common law relating to consumer
protection, unfair competition, fraud and deceit and negligent
misrepresentation. Public Storage does not currently believe that the
outcome of this litigation will have a material adverse affect.
However, Public Storage cannot presently determine the potential total
damages, if any, or the ultimate outcome of the litigation. Public
Storage intends to vigorously contest the claims in this case.
Salaam, et. Al v. Public Storage (filed February 2000).
-------------------------------------------------------
The plaintiffs in this case are suing Public Storage on behalf of a
purported class of California resident property managers who claim that
they were not compensated for all the hours they worked. The named
plaintiffs have indicated that their claims total less than $20,000 in
aggregate. This maximum potential liability can only be increased if a
class is certified or if claims are permitted to be brought on behalf
of the others under the California Unfair Business Practices Act. The
plaintiffs' motion for class certification was denied in August 2002;
the plaintiffs have appealed this denial.
Public Storage is continuing to vigorously contest the claims in this
case and intends to resist any expansion beyond the named plaintiffs on
the grounds of lack of commonality of claims. Public Storage's
resistance will include opposing the plaintiffs' appeal of the court's
denial of class certification.
Public Storage is a party to various claims, complaints, and other
legal actions that have arisen in the normal course of business from
time to time. We believe that the outcome of these other pending legal
proceedings, in the aggregate, will not have a material adverse effect
upon the operations or financial position of Public Storage.
7
PUBLIC STORAGE PROPERTIES V, LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
- --------------------------
When used within this document, the words "expects," "believes,"
"anticipates," "should," "estimates," and similar expressions are intended to
identify "forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties, and other factors, which may cause the
actual results and performance of the Partnership to be materially different
from those expressed or implied in the forward looking statements. Such factors
include the impact of competition from new and existing real estate facilities
which could impact rents and occupancy levels at the real estate facilities that
the Partnership has an interest in; the Partnership's ability to effectively
compete in the markets that it does business in; the impact of the regulatory
environment as well as national, state, and local laws and regulations
including, without limitation, those governing Partnerships; and the impact of
general economic conditions upon rental rates and occupancy levels at the real
estate facilities that the Partnership has an interest in.
CRITICAL ACCOUNTING POLICIES
- ----------------------------
IMPAIRMENT OF LONG LIVED ASSETS
Substantially all of the Partnership's assets consist of long-lived
assets, primarily real estate. We evaluate our long-lived assets on a quarterly
basis for indicators of impairment. When indicators of impairment are detected,
we evaluate the recoverability of such long-lived assets. To the extent that the
estimated future undiscounted cash flows are less than the respective book
value, an impairment charge is recorded. The Partnership has determined at
September 30, 2002 that no such impairments existed and, accordingly, no
impairment charges have been recorded.
Future events could cause us to conclude that our long-lived assets are
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 the Partnership's 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 obsolescense or other
factors, could have a material adverse impact on our financial condition or
results of operations.
ACCRUALS FOR CONTINGENCIES
The Partnership is exposed to business and legal liability risks with
respect to events that have occurred, but in accordance with generally accepted
accounting principles has not accrued for such potential liabilities because the
loss is either not probable or not estimable or because the Partnership is 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 the Partnership is aware of,
are described in Note 8 to the Partnership's financial statements.
8
RESULTS OF OPERATIONS
- ---------------------
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE AND
NINE MONTHS ENDED SEPTEMBER 30, 2001:
Our net income for the nine months ended September 30, 2002 was
$4,661,000 compared to $4,341,000 for the nine months ended September 30, 2001,
representing an increase of $320,000 or 7.4%. Our net income for the three
months ended September 30, 2002 was $1,562,000 compared to $1,686,000 for the
three months ended September 30, 2001, representing a decrease of $124,000 or
7.4%.
Rental income for the nine months ended September 30, 2002 was
$6,524,000 compared to $6,578,000 for the nine months ended September 30, 2001,
representing a decrease of $54,000 or .9%. Rental income for the three months
ended September 30, 2002 was $2,201,000 compared to $2,231,000 for the three
months ended September 30, 2001, representing a decrease of $30,000 or 1.4%.
Weighted average occupancy levels at the mini-warehouse facilities were 88% and
92% for the nine months ended September 30, 2002 and 2001, respectively. Annual
realized rent at the mini-warehouse facilities for the nine months ended
September 30, 2002 increased to $12.84 per occupied square foot from $12.31 per
occupied square foot for the nine months ended September 30, 2001.
Cost of operations (including management fees paid to an affiliate) for
the nine months ended September 30, 2002 was $1,894,000 compared to $1,864,000
for the nine months ended September 30, 2001, representing an increase of
$30,000 or 1.6%. Cost of operations (including management fees paid to an
affiliate) for the three months ended September 30, 2002 was $666,000 compared
to $658,000 for the three months ended September 30, 2001, representing an
increase of $8,000 or 1.3%. This increase is mainly attributable to increases in
payroll and other operating expenses.
As a result of lower average outstanding balances on the note payable,
interest expense was $4,000 in the nine months ended September 30, 2002 from
$267,000 in the same period in 2001, a $263,000 or 98.5% decrease.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash flows from operating activities ($5,753,000 for the nine months
ended September 30, 2002) have been sufficient to meet all current obligations
of the Partnership.
At September 30, 2002, we held 533,334 shares of common stock and
17,331 shares of Equity Stock, Series A of Public Storage, Inc. with a fair
value totaling $17,488,000 (cost basis of $8,181,000 at September 30, 2002). We
recognized $752,000 in dividends for the nine months ended September 30, 2002.
On April 1, 1999, we borrowed $17,000,000 from a commercial bank. The
proceeds of the loan were used to repay our mortgage debt. The loan is unsecured
and bears interest at the London Interbank Offering Rate ("LIBOR") plus 0.60% to
1.20% depending on our interest coverage ratio. The loan was scheduled to mature
April 2003. During the first quarter of 2002, the Partnership paid the loan in
full without penalty.
We entered into an interest rate swap agreement to reduce the impact of
changes in interest rates on a portion of our floating rate debt. The agreement,
which covers $5,000,000 of debt through April, 2002 effectively changes the
interest rate exposure from floating rate to a fixed rate of 5.64% plus 0.60% to
1.20% based on our interest coverage ratio. Market gains and losses on the value
of the swap were deferred and included in income over the life of the contract.
We recorded the differences paid or received on the interest rate swap in
interest expense as payments are made or received. During December 2001, we
terminated this agreement at a cost of approximately $75,000.
9
As all debt service was repaid as of March 31, 2002, the Partnership
resumed with quarterly distributions beginning in the second quarter of 2002. We
paid distributions for the year to the limited and general partners totaling
$2,024,000 ($46.00 per unit) and $702,000, respectively, as of September 30,
2002. Future distribution rates may be adjusted to levels which are supported by
operating cash flow after capital improvements and any other necessary
obligations.
RISK FACTORS
- ------------
In addition to the other information in our Form 10-Q, you should
consider the following factors in evaluating the Partnership:
PUBLIC STORAGE HAS A SIGNIFICANT DEGREE OF CONTROL OVER THE
PARTNERSHIP.
Public Storage is general partner and owns approximately 37.5% of our
outstanding limited partnership units. In addition, PS Orangeco Partnerships,
Inc., an affiliate of Public Storage, owns 16.9% of our outstanding limited
partnership units. As a result, Public Storage has a significant degree of
control over matters submitted to a vote of our unitholders, including amending
our organizational documents, dissolving the Partnership and approving other
extraordinary transactions.
SINCE OUR BUSINESS CONSISTS PRIMARILY OF ACQUIRING AND OPERATING REAL
ESTATE, WE ARE SUBJECT TO REAL ESTATE OPERATING RISKS.
The value of our investments may be reduced by general risks of real
estate ownership. Since we derive substantially all of our income from real
estate operations, we are subject to the general risks of owning real
estate-related assets, including:
o lack of demand for rental spaces or units in a locale;
o changes in general economic or local conditions;
o changes in supply of or demand for similar or competing facilities
in an area;
o potential terrorist attacks;
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. Most of
the properties the Partnership has an interest in are self-storage facilities.
Competition in the market areas in which many of our properties are located 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 certain market areas in which we operate.
10
We may incur significant environmental costs and liabilities. As an
owner of real properties, under various federal, state and local environmental
laws, we are required to clean up spills or other releases of hazardous or toxic
substances on or from our properties. Certain environmental laws impose
liability whether or not the owner knew of, or was responsible for, the presence
of the hazardous or toxic substances. In some cases, liability may not be
limited to the value of the property. The presence of these substances, or the
failure to properly remediate any resulting contamination, also may adversely
affect the owner's or operator's ability to sell, lease or operate its property
or to borrow using its property as collateral.
We have conducted preliminary environmental assessments on most of the
properties the Partnership has an interest in to evaluate the environmental
condition of, and potential environmental liabilities associated with, our
properties. These assessments generally consist of an investigation of
environmental conditions at the property (not including soil or groundwater
sampling or analysis), as well as a review of available information regarding
the site and publicly available data regarding conditions at other sites in the
vicinity. In connection with these property assessments, we have become aware
that prior operations or activities at some facilities or from nearby locations
have or may have resulted in contamination to the soil or groundwater at these
facilities. In this regard, some of our facilities are or may be the subject of
federal or state environment investigations or remedial actions. Although we
cannot provide any assurance, based on the preliminary environmental
assessments, we believe we have funds available to cover any liability from
environmental contamination or potential contamination and we are not aware of
any environmental contamination of our facilities material to our overall
business, financial condition or results of operation.
CONTROLS AND PROCEDURES
- -----------------------
The Partnership maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in reports the
Partnership files and submits under the Exchange Act, is recorded, processed,
summarized and reported within the time periods specified in accordance with SEC
guidelines and that such information is communicated to the Partnership's
management, 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-14(c) of the Exchange Act.
In designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives.
Within 90 days prior to the date of this report, the Partnership
carried out an evaluation, under the supervision and with the participation of
the Partnership's management, including the Partnership's Chief Executive
Officer and the Partnership's Chief Financial Officer, of the effectiveness of
the design and operation of the Partnership's disclosure controls and
procedures. Based upon this evaluation, the Partnership's Chief Executive
Officer and Chief Financial Officer concluded that the Partnership's disclosure
controls and procedures were effective. There have been no significant changes
in the Partnership's internal controls or in other factors that could
significantly affect the internal controls subsequent to the date of the
Partnership's evaluation.
11
PART II. OTHER INFORMATION
Item 1 Legal Proceedings
-----------------
Henriquez v. Public Storage, Inc. (Filed June 2002).
----------------------------------------------------
The plaintiff in this case is suing Public Storage on behalf
of a purported class of renters who rented self-storage units from
Public Storage. Plaintiff alleges that Public Storage misrepresents the
size of its units and seeks damages and injunctive and declaratory
relief under California statutory and common law relating to consumer
protection, unfair competition, fraud and deceit and negligent
misrepresentation. Public Storage does not currently believe that the
outcome of this litigation will have a material adverse affect.
However, Public Storage cannot presently determine the potential total
damages, if any, or the ultimate outcome of the litigation. Public
Storage intends to vigorously contest the claims in this case.
Salaam, et. Al v. Public Storage (filed February 2000).
-------------------------------------------------------
The plaintiffs in this case are suing Public Storage on behalf
of a purported class of California resident property managers who claim
that they were not compensated for all the hours they worked. The named
plaintiffs have indicated that their claims total less than $20,000 in
aggregate. This maximum potential liability can only be increased if a
class is certified or if claims are permitted to be brought on behalf
of the others under the California Unfair Business Practices Act. The
plaintiffs' motion for class certification was denied in August 2002;
the plaintiffs have appealed this denial.
Public Storage is continuing to vigorously contest the claims
in this case and intends to resist any expansion beyond the named
plaintiffs on the grounds of lack of commonality of claims. Public
Storage's resistance will include opposing the plaintiffs' appeal of
the court's denial of class certification.
Public Storage is a party to various claims, complaints, and
other legal actions that have arisen in the normal course of business
from time to time. We believe that the outcome of these other pending
legal proceedings, in the aggregate, will not have a material adverse
effect upon the operations or financial position of Public Storage.
Items 2 through 5 are inapplicable.
Item 6 Exhibits and Reports on Form 8-K.
---------------------------------
(a) The following exhibit is included herein:
(1) Certification of CEO and CFO Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
(b) Form 8-K
None
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATED: November 13, 2002
PUBLIC STORAGE PROPERTIES V, LTD.
BY: Public Storage, Inc.
General Partner
BY: /s/ John Reyes
--------------
John Reyes
Senior Vice President and
Chief Financial Officer
13
Exhibit 99.1
CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Public Storage
Properties V, Ltd. (the "Partnership") for the quarterly period ended September
30, 2002 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), B. Wayne Hughes, as Chief Executive Officer of Public Storage,
Inc. (through November 7, 2002), Ronald L. Havner, Jr., as Chief Executive
Officer of Public Storage, Inc. (after November 7, 2002), and John Reyes, as
Chief Financial Officer of Public Storage, Inc., each hereby certifies, pursuant
to 18 U.S.C.ss. 1350, as adopted pursuant toss.906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of Section 13(a)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Partnership.
/s/ B. Wayne Hughes
- ------------------------------------
Name: B. Wayne Hughes
Title: Chief Executive Officer of Public Storage, Inc.
(through November 7, 2002), Corporate General Partner
and Individual General Partner
Date: November 13, 2002
/s/ Ronald L. Havner, Jr.
- ------------------------------------
Name: Ronald L. Havner, Jr.
Title: Chief Executive Officer of Public Storage, Inc. (after November 7, 2002),
Corporate General Partner
Date: November 13, 2002
/s/ John Reyes
- ------------------------------------
Name: John Reyes
Title: Chief Financial Officer of Public Storage, Inc.,
Corporate General Partner
Date: November 13, 2002
This certification accompanies the Report pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Partnership for purposes of
ss.18 of the Securities Exchange Act of 1934, as amended.
Exhibit 99.2
CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, B. Wayne Hughes, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Public Storage
Properties V, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
/s/ B. Wayne Hughes
- ------------------------------------
Name: B. Wayne Hughes
Title: Chief Executive Officer of Public Storage, Inc.
(through November 7, 2002), Corporate General Partner
and Individual General Partner
Date: November 13, 2002
Exhibit 99.3
CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Ronald L. Havner, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Public Storage
Properties V, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
/s/ Ronald L. Havner, Jr.
- ------------------------------------
Name: Ronald L. Havner, Jr.
Title: Chief Executive Officer of Public Storage, Inc. (after November 7, 2002),
Corporate General Partner
Date: November 13, 2002
Exhibit 99.4
CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, John Reyes, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Public Storage
Properties V, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
/s/ John Reyes
- ------------------------------------
Name: John Reyes
Title: Chief Financial Officer of Public Storage, Inc.,
Corporate General Partner
Date: November 13, 2002