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 June 30, 2002
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or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]
For the transition period from to
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Commission File Number 0-14475
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PS PARTNERS IV, LTD.
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(Exact name of registrant as specified in its charter)
California 95-3931619
- ---------------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
701 Western Avenue
Glendale, California 91201-2394
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(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
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INDEX
PART I. FINANCIAL INFORMATION
Condensed balance sheets at June 30, 2002
and December 31, 2001 2
Condensed statements of income for the three
and six months ended June 30, 2002 and 2001 3
Condensed statements of cash flows for the
six months ended June 30, 2002 and 2001 4
Notes to condensed financial statements 5
Management's discussion and analysis of financial condition
and results of operations 6-9
Risk Factors 9-10
PART II. OTHER INFORMATION
(Items 1 through 5 are not applicable)
Item 6 - Exhibits and Reports on Form 8-K 11
PS PARTNERS IV, LTD.
CONDENSED BALANCE SHEETS
June 30, December 31,
2002 2001
-----------------------------------
(Unaudited)
ASSETS
------
Cash and cash equivalents $2,237,000 $1,741,000
Rent and other receivables 27,000 55,000
Real estate facility, at cost:
Land 101,000 101,000
Buildings and equipment 1,580,000 1,577,000
-----------------------------------
1,681,000 1,678,000
Less accumulated depreciation (899,000) (862,000)
-----------------------------------
782,000 816,000
Investment in real estate entities 14,113,000 14,364,000
Other assets 27,000 2,000
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$17,186,000 $16,978,000
===================================
LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Accounts payable $203,000 $183,000
Advance payments from renters 14,000 10,000
Partners' equity:
Limited partners' equity, $500 per unit, 128,000
units authorized, issued and outstanding 16,717,000 16,534,000
General partner's equity 252,000 251,000
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Total partners' equity 16,969,000 16,785,000
-----------------------------------
$17,186,000 $16,978,000
===================================
See accompanying notes.
2
PS PARTNERS IV, LTD.
CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------------------------------------------------
2002 2001 2002 2001
----------------------------------------------------------------------
REVENUE:
Rental income $78,000 $79,000 $156,000 $159,000
Interest income 41,000 45,000 66,000 101,000
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119,000 124,000 222,000 260,000
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COSTS AND EXPENSES:
Cost of operations 32,000 30,000 62,000 58,000
Management fees 5,000 4,000 10,000 9,000
Depreciation and amortization 19,000 19,000 37,000 38,000
Administrative 74,000 79,000 103,000 105,000
----------------------------------------------------------------------
130,000 132,000 212,000 210,000
----------------------------------------------------------------------
Income (loss) before equity in earnings of real
estate entities (11,000) (8,000) 10,000 50,000
Equity in earnings of real estate entities 942,000 990,000 1,973,000 1,868,000
----------------------------------------------------------------------
NET INCOME $931,000 $982,000 $1,983,000 $1,918,000
======================================================================
Limited partners' share of net income
($13.95 per unit in 2002 and
$11.47 per unit in 2001) $1,785,000 $1,468,000
General partner's share of net income 198,000 450,000
-----------------------------------
$1,983,000 $1,918,000
===================================
See accompanying notes.
3
PS PARTNERS IV, LTD.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30,
-------------------------------------
2002 2001
-------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $1,983,000 $1,918,000
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 37,000 38,000
Decrease in rent and other receivables 28,000 -
Increase in other assets (25,000) (1,000)
Increase in accounts payable 20,000 35,000
Increase (decrease) in advance payments from renters 4,000 (4,000)
Equity in earnings of real estate entities (1,973,000) (1,868,000)
-------------------------------------
Total adjustments (1,909,000) (1,800,000)
-------------------------------------
Net cash provided by operating activities 74,000 118,000
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CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from real estate entities 2,224,000 2,137,000
Additions to real estate facility (3,000) (1,000)
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Net cash provided by investing activities 2,221,000 2,136,000
-------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (1,799,000) (4,350,000)
-------------------------------------
Net cash used in financing activities (1,799,000) (4,350,000)
-------------------------------------
Net increase (decrease) in cash and cash equivalents 496,000 (2,096,000)
Cash and cash equivalents at the beginning of the period 1,741,000 3,727,000
-------------------------------------
Cash and cash equivalents at the end of the period $2,237,000 $1,631,000
=====================================
See accompanying notes.
4
PS PARTNERS IV, LTD.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2002
(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 June 30, 2002, the results of operations for the three and
six months ended June 30, 2002 and 2001 and cash flows for the six
months then ended.
3. The results of operations for the three and six months ended June 30,
2002 are not necessarily indicative of the results to be expected for
the full year.
4. 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 June 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 June 30, 2002.
5. Summarized combined financial data with respect to the Real Estate
Entities is as follows:
Six Months Ended June 30,
-------------------------------------
2002 2001
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Total revenues..................... $109,789,000 $87,808,000
Minority interest in income........ 16,488,000 13,152,000
Net income......................... 33,588,000 27,775,000
5
PS PARTNERS IV, 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 June
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.
RESULTS OF OPERATIONS
- ---------------------
THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THREE MONTHS ENDED JUNE 30, 2001:
Our net income for the three months ended June 30, 2002 was $931,000
compared to $982,000 for the three months ended June 30, 2001, representing a
decrease of $51,000, or 5.2%. The decrease is primarily due to our share of
lower property operations at the Mini-Warehouse Properties, partially offset by
a decrease in depreciation expense allocated to the Partnership with respect to
the Joint Venture.
6
Property Operations
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Rental income for our wholly-owned mini-warehouse property was $78,000
compared to $79,000 for the three months ended June 30, 2002 and 2001,
respectively, representing a decrease of $1,000 or 1.3%. Cost of operations
(including management fees) increased by $3,000 or 8.8%, to $37,000 from $34,000
for the three months ended June 30, 2002 and 2001, respectively. Accordingly,
for our wholly-owned mini-warehouse property, property net operating income
decreased by $4,000 or 8.9%, from $45,000 to $41,000 for the three months ended
June 30, 2001 and 2002, respectively.
Equity in Earnings of Real Estate Entities
- ------------------------------------------
Equity in earnings of real estate entities was $942,000 in the three
months ended June 30, 2002 as compared to $990,000 during the three months ended
June 30, 2001, representing a decrease of $48,000 or 4.8%. The decrease is
primarily due to our share of lower property operations at the real estate
facilities that we have an interest in, partially offset by a decrease in
depreciation expense allocated to the Partnership with respect to the Joint
Venture.
Interest Income
- ---------------
Interest income decreased by $4,000 or 8.9%, from $45,000 for the three
months ended June 30, 2001 to $41,000 for the three months ended June 30, 2002,
due to lower invested cash balances and lower interest rates.
Depreciation and Amortization
- -----------------------------
Depreciation and amortization remained stable at $19,000 for the three
months ended June 30, 2001 and 2002, respectively.
Administrative
- --------------
Administrative expense decreased by $5,000 or 6.3%, to $74,000 for the
three months ended June 30, 2002 as compared to $79,000 for the same period in
2001.
SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30, 2001:
Our net income for the six months ended June 30, 2002 was $1,983,000
compared to $1,918,000 for the six months ended June 30, 2001, representing an
increase of $65,000 or 3.4%. The increase is primarily due to our share
($74,000) of a gain on sale of real estate recorded by PS Business Parks and a
decrease in depreciation expense allocated to the Partnership with respect to
the Joint Venture, partially offset by our share of lower property operations at
the Mini-Warehouse Properties.
Property Operations
- -------------------
Rental income for our wholly-owned mini-warehouse property was $156,000
compared to $159,000 for the six months ended June 30, 2002 and 2001,
respectively, representing a decrease of $3,000 or 1.9%. Cost of operations
(including management fees) increased by $5,000 or 7.5%, to $72,000 from $67,000
for the six months ended June 30, 2002 and 2001, respectively. Accordingly, for
our wholly-owned mini-warehouse property, property net operating income
decreased by $8,000 or 8.7%, from $92,000 to $84,000 for the six months ended
June 30, 2001 and 2002, respectively.
7
Equity in Earnings of Real Estate Entities
- ------------------------------------------
Equity in earnings of real estate entities was $1,973,000 in the six
months ended June 30, 2002 as compared to $1,868,000 during the six months ended
June 30, 2001, representing an increase of $105,000 or 5.6%. The increase is
primarily due to our share ($74,000) of a gain on sale of real estate recorded
by PS Business Parks and a decrease in depreciation expense allocated to the
Partnership with respect to the Joint Venture, partially offset by our share of
lower property operations at the real estate facilities that we have an interest
in.
Interest Income
- ---------------
Interest income decreased by $35,000 or 34.7%, from $101,000 for the
six months ended June 30, 2001 to $66,000 for the six months ended June 30,
2002, due to lower invested cash balances over the six month period.
Depreciation and Amortization
- -----------------------------
Depreciation and amortization decreased by $1,000 or 2.6%, from $38,000
to $37,000 for the six months ended June 30, 2001 and 2002, respectively.
Administrative
- --------------
Administrative expense decreased by $2,000 or 1.9% to $103,000 for the
six months ended June 30, 2002 as compared to $105,000 for the same period in
2001.
SUPPLEMENTAL PROPERTY DATA
- --------------------------
Most of our net income is from the our share of the operating results
of the Mini-Warehouse Properties. Therefore, in order to evaluate our operating
results, the General Partners analyze the operating performance of the
Mini-Warehouse Properties.
THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THREE MONTHS ENDED JUNE 30, 2001:
Rental income for the Mini-Warehouse Properties was $3,354,000 compared
to $3,478,000 for the three months ended June 30, 2002 and 2001, respectively,
representing a decrease of $124,000 or 3.6%. The decrease in rental income is
primarily attributable to a decrease in average occupancy rates and a reduction
in the annual average realized rent per square foot at the Mini-Warehouse
Properties. The annual average realized rent per square foot for the
Mini-Warehouse Properties was $8.64 compared to $8.82 for the three months ended
June 30, 2002 and 2001, respectively. The weighted average occupancy levels at
the Mini-Warehouse Properties decreased from 87% to 85% for the three months
ended June 30, 2001 and 2002, respectively. Cost of operations (including
management fees) increased $74,000 or 6.0%, to $1,305,000 from $1,231,000 for
the three months ended June 30, 2002 and 2001, respectively. This increase is
primarily attributable to higher payroll expense and property tax expense.
Accordingly, for the Mini-Warehouse Properties, property net operating income
decreased by $198,000 or 8.8%, from $2,247,000 to $2,049,000 for the three
months ended June 30, 2001 and 2002, respectively.
8
SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30, 2001:
Rental income for the Mini-Warehouse Properties was $6,743,000 compared
to $6,839,000 for the six months ended June 30, 2002 and 2001, respectively,
representing a decrease of $96,000 or 1.4%. The decrease in rental income is
primarily attributable to decreased average occupancy rates at the
Mini-Warehouse Properties. The annual average realized rent per square foot for
the Mini-Warehouse Properties was $8.84 compared to $8.79 for the six months
ended June 30, 2002 and 2001, respectively. The weighted average occupancy
levels at the Mini-Warehouse Properties decreased from 85% to 84% for the six
months ended June 30, 2001 and 2002, respectively. Cost of operations (including
management fees) increased by $24,000 or 1.0%, to $2,589,000 from $2,565,000 for
the six months ended June 30, 2002 and 2001, respectively. Accordingly, for the
Mini-Warehouse Properties, property net operating income decreased by $120,000
or 2.8%, from $4,274,000 to $4,154,000 for the six months ended June 30, 2001
and 2002, respectively.
Liquidity and Capital Resources
- -------------------------------
We have adequate sources of cash to finance our operations, both on a
short-term and long-term basis, primarily from internally generated cash from
property operations and cash reserves. Cash generated from operations and
distributions from real estate entities ($2,298,000 for the six months ended
June 30, 2002) has been sufficient to meet all of our current obligations.
During 2002, we do not anticipate incurring significant costs for
capital improvements for the Partnership's wholly-owned property. Total capital
improvements for the six months ended June 30, 2002 with respect to this
property was $3,000.
We paid distributions to the limited and general partners totaling
$1,602,000 ($12.52 per unit) and $197,000, respectively, during the first six
months of 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 CONTROLS US.
Public Storage owns approximately 58.7% of our outstanding limited
partnership units and is our general partner. Consequently, Public Storage
controls 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;
9
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. All 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.
WE MAY INCUR SIGNIFICANT ENVIRONMENTAL COSTS AND LIABILITIES. As an
owner of real properties, under various federal, state and local environmental
laws, we are required to clean up spills or other releases of hazardous or toxic
substances on or from our properties. Certain environmental laws impose
liability whether or not the owner knew of, or was responsible for, the presence
of the hazardous or toxic substances. In some cases, liability may not be
limited to the value of the property. The presence of these substances, or the
failure to properly remediate any resulting contamination, also may adversely
affect the owner's or operator's ability to sell, lease or operate its property
or to borrow using its property as collateral.
We have conducted preliminary environmental assessments on the
properties the Partnership has an interest in to evaluate the environmental
condition of, and potential environmental liabilities associated with, our
properties. These assessments generally consist of an investigation of
environmental conditions at the property (not including soil or groundwater
sampling or analysis), as well as a review of available information regarding
the site and publicly available data regarding conditions at other sites in the
vicinity. In connection with these property assessments, we have become aware
that prior operations or activities at some facilities or from nearby locations
have or may have resulted in contamination to the soil or groundwater at these
facilities. In this regard, some of our facilities are or may be the subject of
federal or state environment investigations or remedial actions. Although we
cannot provide any assurance, based on the preliminary environmental
assessments, we believe we have funds available to cover any liability from
environmental contamination or potential contamination and we are not aware of
any environmental contamination of our facilities material to our overall
business, financial condition or results of operation.
10
PART II. OTHER INFORMATION
Items 1 through 5 are not applicable.
Item 6 Exhibits and Reports on Form 8-K
--------------------------------
(a) The following Exhibits are 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) Reports on Form 8-K
None
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: August 14, 2002
PS PARTNERS IV, LTD.
BY: Public Storage, Inc.
General Partner
BY: /s/ John Reyes
--------------------------------------------
John Reyes
Senior Vice President and Chief Financial
Officer of Public Storage, Inc.
(principal financial and accounting officer)
11