ITEM 1. Business
Forward Looking Statements
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. All statements in this document, other than statements of historical fact, are forward-looking statements which may be identified by the use of the words "expects," "believes," "anticipates," "plans," "would," "should," "may," "estimates" and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, which may cause Public Storage Properties IV, Ltd.’s (the “Partnership”, “we” or “our”) actual results and performance to be materially different from those expressed or implied in the forward-looking statements. As a result, you should not rely on any forward-looking statements in this report, or which management may make orally or in writing from time to time, as predictions of future events nor guarantees of future performance. We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this report or as of the dates indicated in the statements. All of our forward-looking statements, including those in this report, are qualified in their entirety by this statement.
Factors and risks that may impact our future results and performance include, but are not limited to, those described in Item 1A, "Risk Factors" and in our other filings with the Securities and Exchange Commission (“SEC”) and the following:
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general risks associated with the ownership and operation of real estate including changes in demand, potential liability for environmental contamination, adverse changes in tax, including property tax, real estate and zoning laws and regulations, and the impact of natural disasters;
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risks associated with downturns in the local economies in the markets in which we operate, including risks related to current economic conditions and the economic health of our tenants;
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the impact of competition from new and existing self-storage and commercial and other storage alternatives;
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the impact of the regulatory environment as well as national, state, and local laws and regulations including, without limitation, those governing environmental, tax and tenant insurance matters, and risks related to the impact of new laws and regulations;
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disruptions or shutdowns of our automated processes and systems or breaches of our data security; and
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economic uncertainty due to the impact of war or terrorism.
We expressly disclaim any obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, new estimates, or other factors, events or circumstances after the date of this document, except where required by law. Accordingly, you should use caution in relying on past forward-looking statements to anticipate future results.
General
The Partnership is a publicly held limited partnership formed under the California Uniform Limited Partnership Act in December 1977. The Partnership raised $20,000,000 in gross proceeds by selling 40,000 units of limited partnership interest ("Units") in an interstate offering, which commenced in May 1978 and completed in November 1978. The Partnership was formed to engage in the business of developing and operating self-storage facilities which offer storage spaces for lease, generally on a month-to-month basis, for personal and business use.
The Partnership has reported annually to the SEC on Form 10-K which includes financial statements certified by its independent registered public accounting firm. The Partnership has also reported quarterly to the SEC on Form 10-Q, which includes unaudited financial statements with such filings. The Partnership expects to continue such reporting. Upon written request, the Partnership will mail a copy of its Annual Report on Form 10-K to the limited partners.
You may read and copy any materials the Partnership files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You 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, including the Partnership, 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. and acquired substantially all of PSMI’s United States (“U.S.”) real estate operations and became a co-general partner of the Partnership and the operator of the Partnership’s self-storage facilities. Effective June 1, 2007, Public Storage, Inc. was reorganized into Public Storage (herein referred to as “Public Storage” or “PS”), a Maryland real estate investment trust.
The Partnership's general partners are PS 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 PS, and was its chief executive officer through November 7, 2002. Hughes and members of his family (the “Hughes Family”) own approximately 16.7% of the outstanding common shares of PS at March 1, 2011. PS, Hughes, and affiliates also own Units of the Partnership, see Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”
The Partnership is managed, and its investment decisions are made by Hughes and the executive officers and trustees of PS. PS manages the self-storage properties owned by the Partnership (see also “Management Agreement with PS” below). The limited partners of the Partnership have no right to participate in the operation or conduct of the Partnership’s business and affairs.
The term of the Partnership is until all properties have been sold and, in any event, not later than December 31, 2038.
The Impact of Current Economic Factors
The Partnership’s business has been negatively affected by the recessionary environment experienced in 2008 through 2010. Occupancies, rental rates and overall rental income at the Partnership’s facilities came under pressure as demand for self-storage space softened. We have responded by reducing rental rates, increasing promotional discounts, and increasing marketing activities to stimulate additional demand for our storage space.
Investment Objectives and Policies
The Partnership’s investment objectives are to (i) preserve and protect invested capital, (ii) maximize the potential for appreciation in the 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 any new investments, other than maintenance capital expenditures, and does not anticipate liquidating the real estate investments it now holds before December 31, 2038. 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 alone.
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Our investments consist of 17 self-storage facilities located in the U.S. See “Self-Storage Facilities” below and Item 2 “Properties” for further information. These investments were acquired both for income and capital gains.
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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 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. There can be no assurance that the Partnership would be able to access any such borrowings at rates of interest the Partnership will find attractive in order to do so, if such a course of action were otherwise deemed necessary.
Self-Storage Facilities
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, securing the space with their own lock, 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. Storage facility spaces are rented on a month-to-month basis. Rental rates vary according to the location of the property, the size of the storage space, and other characteristics that affect the relative attractiveness of each particular space, such as whether the space has drive-up access or is close to elevators.
Users of space in self-storage facilities include individuals from virtually all demographic groups, as well as businesses. Individuals usually obtain this space for storage of 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 approximately 265 to 1,700 storage spaces, most of which have between 25 and 400 square feet and an interior height of approximately 8 to 12 feet.
The Partnership's self-storage facilities are located in California and Florida and are generally located in heavily populated areas and close to concentrations of apartment complexes, single family residences and commercial developments.
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.
Operating Strategies
The Partnership’s self-storage facilities are operated by PS pursuant to a management agreement described below, under the “Public Storage” brand 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:
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“PS” Brand Name Recognition: PS has informed the Partnership that it is the largest self-storage facility operator in the U.S. in terms of both number of facilities and rentable space operated. Its storage operations within the U.S. are conducted in major markets in 38 states, giving PS national recognition and prominence. Its facilities tend to be highly visible and located in heavily populated areas, improving the local awareness of the brand. Because the Partnership’s facilities are marketed under the PS brand, the Partnership benefits from these brand advantages.
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Economies of scale: The size and scope of PS’ operations have enabled the properties it manages to achieve high operating margins and a low level of administrative costs relative to revenues through the centralization of many functions with specialists, such as facility maintenance, employee compensation and benefits programs, pricing of our product, as well as the development and documentation of standardized operating procedures. Its concentration in the Partnership’s markets also provides managerial efficiencies stemming from having a large number of facilities in close proximity to each other, and makes various promotional and media programs, such as yellow pages, Internet keyword bidding, and television advertising, more economical. The Partnership shares in these efficiencies.
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National Telephone Reservation System: PS operates a centralized telephone reservation system, which provides added customer service and helps to maximize utilization of available self-storage space, including the Partnership’s space. Customers calling either the toll-free telephone referral system, (800) 44-STORE, or a storage facility, are directed to the national reservation system. A representative discusses with the customer space requirements, price and location preferences and also informs the customer of other products and services provided by PS and its subsidiaries. We believe that PS’ centralized telephone reservation system improves the marketing of the Partnership’s storage space by providing higher-quality selling efforts through dedicated sales specialists.
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On-line reservation and marketing system: PS provides customers the ability to review space availability, pricing, and make reservations for its and the Partnership’s facilities online through its website, www.publicstorage.com. PS invests extensively in advertising on the Internet, primarily through the use of search engines.
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Systems and controls. PS has an organizational structure and a property operation system which links its corporate office with each of its and the Partnership’s self-storage facilities. This enables PS 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, and to identify changing market conditions and operating trends as well as analyze customer data, and quickly change properties’ pricing and promotional mix on an automated basis. Expense management is achieved through centralized payroll and accounts payable systems and a comprehensive property tax appeals department. PS also has an extensive internal audit program designed to ensure adherence to specified policies and procedures, and thereby ensure proper handling of cash collections.
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Professional property operations. There are approximately 4,900 persons who render services for the PS system in the U.S., 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 PS and other owners of properties operated by PS.
Management Agreement with PS
The Partnership’s self-storage facilities are managed by PS pursuant to the Management Agreement.
Under the supervision of the Partnership, PS 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, suppliers and independent contractors.
PS 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 PS.
In the purchasing of services such as advertising (including Internet and broadcast media advertising) and insurance, PS attempts to achieve economies-of-scale by combining the resources of the various facilities that it operates. Facilities operated by PS are typically advertised via signage, yellow pages, flyers, broadcast media advertising (i.e. television and radio) in geographic areas in which many of the Partnership's facilities are located, as well through paid search engines on the Internet. The Partnership’s facilities carry comprehensive insurance, including customary property, earthquake, general liability and workers compensation coverage through internationally recognized insurance carriers, subject to customary levels of deductibles. Costs for these combined services are allocated in a manner meant to fairly allocate such costs based upon the related activities.
PS has systems for managing space inventories, accounting and handling delinquent accounts, including a computerized network linking PS operated facilities. Property managers are trained in detailed operating procedures.
Under the Management Agreement, the Partnership pays PS a flat fee of 6% of the gross revenues of the self-storage facilities operated for the Partnership. For as long as the Management Agreement between the Partnership and PS is in effect, PS has granted the Partnership a non-exclusive license to use two PS service marks and related designs including the "Public Storage" name in conjunction with rental and operation of facilities managed pursuant to the Management Agreement.
The Management Agreement between the Partnership and PS provides that the Management Agreement may be terminated without cause upon 60 days written notice by the Partnership or six months notice by PS. 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 an adverse effect on the Partnership’s business.
Competition
Self-storage facilities generally draw customers from residents within a three to five mile radius. Many of the Partnership’s facilities operate within three to five miles of well-located and well-managed competitors (including those facilities owned by PS) that seek the same group of customers through many of the same marketing channels that PS uses in managing our facilities, including yellow page advertising, Internet advertising, as well as signage and banners. As a result, competition is significant and affects the occupancy levels, rental rates, rental income and operating expenses of our facilities. Any increase in availability of funds for investment in real estate may accelerate competition. The Partnership believes that the significant operating and financial experience of PS, and the “Public Storage” brand name recognition should enable the Partnership to continue to compete effectively with other entities.
Other Business Activities
PS owns a corporation that reinsures policies issued to tenants against lost or damaged goods stored by tenants in the Partnership’s and PS’ storage facilities. We believe that the availability of insurance reduces the Partnership’s 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 reinsurance. The Partnership receives a fee (an “Access Fee”) from this corporation in return for providing tenant listings. This Access Fee is based on the number of spaces the Partnership has to rent.
A subsidiary of PS sells locks and boxes to the general public and tenants to be used in securing their spaces and moving their goods. The subsidiary of PS receives the revenues and bears the cost of the activities, and pays the Partnership rent for the space it uses at the Partnership’s facilities to conduct its activities. We believe these activities, along with availability of insurance as noted above, supplement and strengthen the Partnership’s existing self-storage business by further meeting the needs of storage customers.
Borrowings
The Partnership has no outstanding borrowings.
Federal Income Tax
Public Storage Properties IV, Ltd. is treated as a partnership for federal and state income tax purposes with the taxable income of the entity allocated to each partner in accordance with the partnership agreement. Accordingly, no federal income tax expense is recorded by the Partnership.
Employees
The Partnership has no employees. There are approximately 60 persons who render services on behalf of the Partnership. These persons, who are employed by affiliates of PS, 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 or other entities owning facilities operated by PS.
Seasonality
The Partnership experiences minor seasonal fluctuations in the occupancy levels of its self-storage facilities with occupancies generally 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 months.
ITEM 1A.
ITEM 1A. Risk Factors
In addition to the other information in this Annual Report on Form 10-K, you should consider the risks described below that we believe may be material to investors in evaluating the Partnership. This section contains forward-looking statements, and in considering these statements, you should refer to the qualifications and limitations on our forward-looking statements that are described in Forward Looking Statements at the beginning of Item 1.
The General Partners control the Partnership as a group and may have interests that differ from the interests of our other unitholders.
Public Storage is a general partner and beneficially owns approximately 29.2% of the Partnership’s outstanding Units. In addition, B. Wayne Hughes, is also a general partner of the Partnership, and serves as Chairman of PS. Mr. Hughes and members of his family beneficially own 33.0% of the Partnership’s outstanding Units. As a result, the general partners, as a group, control matters submitted to a vote of our unitholders, including amending our organizational documents, dissolving the Partnership and approving a merger, business combination or other extraordinary business transaction involving the Partnership or the sale of all or substantially all of the Partnership assets, and accordingly, could approve transactions that the limited partners may not consider to be in their best interests or that the limited partners may disagree with or could disapprove of transactions that the limited partners believe are in their best interests. Such transactions may include mergers, business combinations or other extraordinary business transactions involving the Partnership and PS and/or its subsidiaries.
In addition, the Partnership has no directors or executive officers. The general partners, who collectively control approximately 62.2% of the limited partnership units, manage the Partnership. The individuals managing the Partnership on behalf of the general partners may have interests that differ from those of our other unitholders and may take actions to advance the interests of the general partners to the detriment of our other unitholders.
The Management Agreement with Public Storage may be cancelled by Public Storage, which would terminate the Partnership’s right to Public Storage’s management services as well as the Partnership’s right to use certain Public Storage service marks and related designs, including the “Public Storage” name.
Public Storage and the Partnership have entered into a Management Agreement, which provides that Public Storage will manage the Partnership’s properties. In addition, for as long as the Management Agreement is in effect, Public Storage has granted the Partnership a non-exclusive license to use two Public Storage service marks and related designs including the "Public Storage" name in conjunction with rental and operation of facilities managed pursuant to the Management Agreement.
The Management Agreement between the Partnership and Public Storage provides that the Management Agreement may be terminated without cause upon 60 days written notice by the Partnership or six months notice by Public Storage. Upon termination of the Management Agreement, Public Storage would no longer manage the Partnership’s properties and the Partnership would no longer have the right to use the service marks and related designs. The General Partners believe that the loss of Public Storage’s management services and the loss of the right to use the service marks and related designs could have an adverse effect on the Partnership’s business.
Since our business consists primarily of operating real estate, we are subject to the risks related to the ownership and operation of real estate that can adversely impact our business and financial condition.
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 acquiring and owning real estate-related assets, including:
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lack of demand for rental spaces or units in a locale;
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changes in general economic or local conditions;
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natural disasters, such as earthquakes, hurricanes and floods; which could exceed the aggregate limits of our insurance coverage;
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potential terrorist attacks;
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changes in supply of or demand for similar or competing facilities in an area;
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the impact of environmental protection laws;
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changes in interest rates and availability of permanent mortgage funds which may render the sale or financing of a nonstrategic property difficult or unattractive including the impact of the current turmoil in the credit markets;
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increases in insurance premiums, property tax assessments and other operating and maintenance expenses;
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adverse changes in tax, real estate and zoning laws and regulations; and
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tenant and employment-related claims.
There is significant competition among self-storage facilities and from other storage alternatives. All of the Partnership’s properties are self-storage facilities, which generated substantially all of our revenue for the year ended December 31, 2010. Local market conditions play a significant part in how competition will affect the Partnership’s properties. Competition in the market areas in which many of the Partnership’s properties are located from other self-storage facilities, including other facilities managed by Public Storage and other storage alternatives is significant and has affected our occupancy levels, rental rates and operating expenses. 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 of the Partnership’s properties.
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, the 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 environmental 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 operations.
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 give 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 the Partnership’s 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. We believe that the Partnership’s 12 California properties are assessed at levels that are significantly below current fair values, due to longstanding laws that generally limit assessment increases if there is no change in ownership or new construction. Recent local government shortfalls in tax revenue may cause pressure to increase tax rates, assessment levels, or eliminate the longstanding limits on assessment increases and limits on tax rates. In addition, changes in ownership, either direct or indirect (such as by transfers of partnership interests), could trigger a California reassessment. Any 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 the Partnership’s 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 could award damages to individuals affected by the non-compliance. In addition, we must operate the Partnership’s 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. Failure to comply with these requirements could also affect the marketability of our real estate facilities.
We incur liability from tenant and employment-related claims. From time to time we must resolve tenant claims and employment-related claims by corporate level and field personnel.
Public Storage’s acquisitions or development of properties may subject the Partnership to additional risks.
PS has historically been an acquirer and developer of real estate facilities, most significantly by acquiring 646 self-storage facilities located in the U.S. in 2006 through its acquisition of Shurgard Storage Centers. Public Storage has acquired 42 properties since January 1, 2010. Such acquisitions or newly developed facilities do not change the financial interests of the Partnership. However, individual Partnership properties may experience a decrease in move-ins, reductions to rental rates, increases to promotional discounts, or other negative impacts to revenues in the short and/or long-term due to the competitive impact of Public Storage management of the newly acquired or developed facilities, particularly with respect to those facilities that are close to the Partnership’s facilities.
Global economic conditions could adversely affect our business, financial condition, growth and access to capital.
There continues to be global economic uncertainty, elevated levels of unemployment, reduced levels of economic activity, and it is uncertain as to when economic conditions will improve. These negative economic conditions in the markets where we operate facilities, and other events or factors that adversely affect disposable income, have and are likely to continue to adversely affect our business.
As a further result of the current global financial crisis, our ability to borrow at reasonable rates may be adversely affected by challenging credit markets conditions. While we currently believe that we have sufficient working capital and cash flow from operations to continue to operate our business as usual, turbulence in the credit markets and in the national economy could adversely affect our access to capital.
Public Storage has become increasingly dependent upon automated processes, telecommunications, and the Internet and is faced with system security and system failure risks, which could affect its ability to manage our properties effectively.
Public Storage has become increasingly centralized and dependent upon automated information technology processes, and certain critical components of its operating systems are dependent upon third party providers. As a result, PS could be severely impacted by a catastrophic occurrence, such as a natural disaster or a terrorist attack, or a circumstance that disrupted operations at its third party providers. Even though PS believes it utilizes appropriate duplication and back-up procedures, a significant outage in its third party providers could negatively impact its operations, and therefore the Partnership’s facilities. In addition, a portion of Public Storage’s business operations are conducted over the Internet, increasing the risk of viruses that could cause system failures and disruptions of operations. Experienced computer programmers may be able to penetrate PS’ network security and misappropriate its confidential information, create system disruptions or cause shutdowns. Nearly half of our new tenants come from sales channels dependent upon telecommunications (telephone or Internet).
We are subject to laws and governmental regulations and actions that affect our operating results and financial condition.
Our business is subject to regulation under a wide variety of U.S. federal, state and local laws, regulations and policies including those imposed by the SEC and the Sarbanes-Oxley Act of 2002, as well as applicable labor laws. Although we have policies and procedures designed to comply with applicable laws and regulations, failure to comply with the various laws and regulations may result in civil and criminal liability, fines and penalties, increased costs of compliance and restatement of our financial statements.
There can also be no assurance that, in response to current economic conditions or the current political environment or otherwise, laws and regulations will not be implemented or changed in ways that adversely affect our operating results and financial condition, such as recently adopted legislation that expands health care coverage costs or facilitates union activity or federal legislative proposals to otherwise increase operating costs.
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 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 U.S. 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 U.S. to enter into a wider armed conflict, which could further impact our business and operating results.
The Partnership’s cash flows could decline with respect to the Azusa Property when the Performance Agreement expires.
Pursuant to the Performance Agreement described further in Item 13, the Partnership is guaranteed an annual increase in operating income of at least 1% each year with respect to the Azusa Property, and accordingly, recorded net operating income of $1,406,000 from this property during the year ended December 31, 2010. The Performance Agreement will expire on December 31, 2015, at which time the Partnership will commence collecting the actual net operating income currently earned by the PS Sub from operating the Azusa Property, and the guaranteed amounts will no longer apply. The actual net income earned by the PS Sub for the year ended December 31, 2010 was $1,304,000. If the amount payable under the Performance Agreement in 2015 exceeds the Azusa Property’s underlying cash flow beginning in 2016, the Partnership’s cash flow from operations will be adversely impacted.
Increases in interest rates may adversely affect the price of our Units.
One of the factors that influence the market price of our 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 Units to demand higher annual distribution rates, which could adversely affect the market price of our Units.
The Partnership’s ownership interest in STOR-Re may lose value or become a liability.
The Partnership has a 1.6% 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 PS. STOR-Re provided limited property and liability insurance coverage to the Partnership, PS, and affiliates of PS 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, 2010 financial statements.
Developments in California may have an adverse impact on our business and financial results.
Many of the Partnership’s properties are located in California. The state of California, which like many other state and local jurisdictions is facing severe budgetary problems and deficits. Action that may be taken in response to these problems, such as increases in property taxes, changes to sales taxes, adoption of a proposed “Business Net Receipts Tax” or other governmental efforts to raise revenues could adversely impact our business and results of operations.
ITEM 1B.
ITEM 1B. Unresolved Staff Comments
Not applicable.
ITEM 2.
ITEM 2. Properties
The following table sets forth information as of December 31, 2010 about properties owned by the Partnership:
Location
Size of Parcel
Net Rentable Area
Number of Spaces
Date of Purchase
Completion
Date
California
Azusa (a)
5.85 acres
173,000 sq. ft.
1,699
July 14, 1978
Nov. 1978
Concord
2.87 acres
52,000 sq. ft.
June 20, 1978
Jan. 1979
Oakland
1.97 acres
41,000 sq. ft.
Oct. 11, 1978
Apr. 1979
Pasadena
1.82 acres
37,000 sq. ft.
July 19, 1978
Nov. 1978
Redlands
3.44 acres
63,000 sq. ft.
Aug. 24, 1978
Feb. 1979
Richmond
1.82 acres
35,000 sq. ft.
Aug. 23, 1978
Mar. 1979
Riverside
2.47 acres
45,000 sq. ft.
Jan. 2, 1979
May 1979
Sacramento
Howe Avenue
2.36 acres
41,000 sq. ft.
Dec. 14, 1978
Aug. 1979
Sacramento
West Capitol
3.38 acres
44,000 sq. ft.
Jan. 5, 1979
June 1979
San Carlos
2.80 acres
51,000 sq. ft.
Jan. 30, 1979
Oct. 1979
Santa Clara
4.45 acres
75,000 sq. ft.
Dec. 22, 1978
June 1979 and
July 1981
Tustin
4.40 acres
67,000 sq. ft.
July 3, 1978
Dec. 1978
Florida
Miami Airport
Expressway
1.70 acres
29,000 sq. ft.
Aug. 24, 1978
Jan. 1979
Miami Cutler Ridge
2.30 acres
46,000 sq. ft.
Sept. 6, 1978
Apr. 1979
Pembroke Park
2.35 acres
49,000 sq. ft.
Sept. 1, 1978
July 1979
Ft. Lauderdale
I95 & 23rd Ave.
2.77 acres
45,000 sq. ft.
Nov. 9, 1978
Sept. 1979
Ft. Lauderdale
I95 & Sunrise
3.32 acres
56,000 sq. ft.
Dec. 4, 1979
Sept. 1979
(a)
This property is operated by a subsidiary of PS (the “PS Sub”) pursuant to a management and performance agreement (the “Performance Agreement”) which will expire on December 31, 2015. See Note 5 to the Partnership’s December 31, 2010 financial statements for further information regarding the terms of the Performance Agreement. Prior to the initiation of the Performance Agreement, this facility had 105,000 net rentable square feet of storage space, and has been increased to 173,000 net rentable square feet by the PS Sub.
For the year ended December 31, 2010, the weighted average occupancy level and the rental income per occupied square foot for our self-storage facilities (excluding the Azusa property) were approximately 91.3% and $15.47, respectively.
The Partnership does not have any agreements to buy or sell any real estate. The Partnership does not anticipate any new investments, other than maintenance capital expenditures, and does not anticipate liquidating the real estate investments it now holds before December 31, 2038.
As of December 31, 2010, none of the properties were encumbered by mortgage debt.
ITEM 3.
ITEM 3. Legal Proceedings
PS 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. We believe that it is unlikely that the outcome of these pending legal proceedings including employment and tenant claims, in the aggregate, will have a material adverse impact upon the results of our operations or financial position.
ITEM 4.
ITEM 4. (Removed and reserved)
PART II
ITEM 5.
ITEM 5.
Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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 first hand information regarding the prices at which secondary sale transactions in the Units have been effectuated nor do they have any first hand information as to bid and ask quotations for Units, to the extent there are any. 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, 2010, there were approximately 903 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 net cash provided by operating activities, less deductions to pay, establish or revise 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 Items 6 and 7 hereof for information on the amount of such distributions.
ITEM 6.
ITEM 6. Selected Financial Data
(1)
In 2006, the Partnership sold the remainder of its marketable securities of an affiliate.
(2)
Per Unit data is based on the weighted average number of the Units (40,000) outstanding during each period.
ITEM 7.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the Partnership’s financial statements and notes thereto.
Critical Accounting Policies
Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our financial statements, which have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The preparation of our financial statements and related disclosures in conformity with GAAP and our discussion and analysis of our financial condition and results of operations requires management to make judgments, assumptions and estimates that affect the amounts reported in our financial statements and accompanying notes. The notes to the Partnership’s December 31, 2010 financial statements, primarily Note 2, summarize the significant accounting policies and methods used in the preparation of our financial statements and related disclosures.
Management believes the following are critical accounting policies, the application of which has a material impact on the Partnership’s financial statement presentation. That is, they are both important to the portrayal of our financial condition and results, and they require management to make judgments and estimates about matters that are inherently uncertain.
Impairment of Real Estate: Substantially all of our assets consist of real estate. The evaluation of our real estate for impairment includes determining whether indicators of impairment exist, which is a subjective process. When any indicators of impairment are found, the evaluation of such real estate then entails projections of future operating cash flows, which also involves significant judgment. 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 the Partnership’s financial condition and results of operations.
Estimated Useful Lives of Long-Lived Assets: Substantially all of our assets consist of depreciable, long-lived assets. We record depreciation expense with respect to these assets based upon their estimated useful lives. Any change in the estimated useful lives of those assets, caused by functional or economic obsolescence or other factors, could have a material adverse impact on our financial condition or results of operations.
Accruals for Contingencies: The Partnership is exposed to business and legal liability risks with respect to events that have occurred, but in accordance with GAAP, we have not accrued for certain 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 results 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. Significant unaccrued losses that we have determined are at least reasonably possible are described in Notes 5 and 8 to the Partnership’s December 31, 2010 financial statements.
Accruals for Operating Expenses: We accrue for property tax expense and other operating expenses based upon estimates and historical trends and current and anticipated local and state government rules and regulations. If these estimates and assumptions are incorrect, our expenses could be misstated.
Overview of Management’s Discussion and Analysis of Operations
The self-storage industry is highly fragmented and is composed predominantly of numerous local and regional operators. Competition in the markets in which the Partnership owns facilities 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 on the Partnership’s occupancy levels and rental rates in many markets.
The self-storage industry is subject to general economic conditions, particularly those that affect the disposable income and spending of consumers, as well as those that affect moving trends. Due to the recessionary pressures in the U.S., demand for self-storage space has been negatively impacted since the fourth quarter of 2008. As a result, the Partnership’s properties have experienced downward pressure on occupancy levels, rental rates and revenues. We will continue to focus on improving the operating performance of the Partnership’s properties primarily through increases in revenues achieved through the Internet, the national telephone reservation system and associated marketing efforts.
Results of Operations
Net Income
The Partnership's net income for 2010 was $8,860,000, as compared to $9,033,000 for 2009, representing a decrease of $173,000 or 1.9%. This decrease was due primarily to a $224,000 reduction in rental income described below.
The Partnership's net income for 2009 was $9,033,000, as compared to $9,250,000 for 2008, representing a decrease of $217,000 or 2.3%. This decrease was due primarily to a $335,000 reduction in rental income and an $85,000 reduction in other income described below.
Rental Income
Rental income for 2010 was $10,942,000, as compared to $11,069,000 for 2009, representing a decrease of $127,000 or 1.1%. The decrease in rental income was primarily a result of a 2.8% decrease in rental income per occupied square foot. Rental income for 2010 decreased to $15.47 per occupied square foot, as compared to $15.92 per occupied square foot for 2009. Weighted average occupancy levels at the self-storage facilities were 91.3% and 89.8% for 2010 and 2009, respectively, representing an increase of 1.7%. These amounts exclude the property operated pursuant to the management and performance agreement (the “Performance Agreement”) with a subsidiary of PS (the “PS Sub”). See Note 5 to the Partnership’s December 31, 2010 financial statements for additional information.
Rental income for 2009 was $11,069,000, as compared to $11,501,000 for 2008, representing a decrease of $432,000 or 3.8%. The decrease in rental income was primarily a result of a 3.8% decrease in rental income per occupied square foot. Rental income for 2009 decreased to $15.92 per occupied square foot, as compared to $16.55 per occupied square foot for 2008. Weighted average occupancy levels at the self-storage facilities were 89.8% for both 2009 and 2008, respectively. These amounts exclude the property operated pursuant to the Performance Agreement with the PS Sub. See Note 5 to the Partnership’s December 31, 2010 financial statements for additional information.
Our operating strategy is to maintain occupancy levels at approximately 89% to 90% throughout the year. In order to achieve this strategy, PS adjusts rental rates and promotional discounts offered to new tenants, and increases or decreases television and other media advertising, depending on traffic patterns of new tenants renting space offset by existing tenants vacating. We experience seasonal fluctuations in the occupancy levels with occupancies generally higher in the summer months than in the winter months. Consequently, rates charged to new tenants are typically higher in the summer months than in the winter months.
We believe overall demand for self-storage space in the Partnership’s markets has been negatively impacted since late 2008 due to recessionary pressures, including increased unemployment, reduced housing sales, and reduced moving activity, in the markets in which we operate. As occupancies declined, we reduced rental rates and increased promotional discounts in order to stimulate move-in activity and restore occupancies. Year over year decreases in rental income peaked in the quarter ended September 30, 2009 at 6.7%, however the decreases have abated progressively each quarter since then as occupancies improved and year-over-year comparables became more favorable, such that rental income increased 0.3% in the quarter ended December 31, 2010.
The following chart sets forth our rental income, occupancy, and rental income per occupied square foot trends in our facilities in 2009 and 2010, excluding the property operated pursuant to the Performance Agreement with the PS Sub:
Analysis by State
The following table sets forth trends by state in our facilities:
Notwithstanding increases in occupancy in 2010, we will continue to be competitive in our pricing and discounting in order to compete with other operators to attract new incoming tenants. We expect to be more aggressive in increasing rental rates to existing tenants in 2011 as compared to 2010, but we expect operating results to continue to fluctuate in the short-term.
Cost of Operations
Cost of operations includes management fees paid to PS, (see Note 5 to the Partnership’s December 31, 2010 financial statements), and all other costs of operating the properties such as payroll, property tax, advertising and promotion expense, utilities, and repairs and maintenance. Cost of operations for 2010 was $3,314,000, as compared to $3,369,000 for 2009, representing a decrease of $55,000 or 1.6%, as reductions in advertising and promotion and property taxes were partially offset by increases in repairs and maintenance and payroll expenses. These amounts exclude the property operated pursuant to the Performance Agreement with the PS Sub. See Note 5 to the Partnership’s December 31, 2010 financial statements for additional information.
Cost of operations for 2009 was $3,369,000 compared to $3,522,000 for 2008, representing a decrease of $153,000 or 4.3%, as reductions in repairs and maintenance and payroll expense were partially offset by increases in office expense and professional fees. These amounts exclude the property operated pursuant to the Performance Agreement with the PS Sub. See Note 5 to the Partnership’s December 31, 2010 financial statements for additional information.
Estimating future cost of operations is difficult, particularly with respect to (i) utility expense, which is dependent upon changes in demand driven by weather and temperature as well as fuel costs, (ii) repairs and maintenance, which varies based upon weather and the timing of periodic needs throughout our portfolio as well as random events, and (iii), advertising expense, which is driven in part by demand for self-storage space and current occupancy levels, which are not predictable. Aggregate utility, repairs and maintenance, and advertising and promotion expenses totaled $686,000, $723,000 and $733,000 in 2010, 2009 and 2008, respectively. Exclusive of utility, repairs and maintenance, and advertising and promotion expense, we expect inflationary increases in our cost of operations in 2011.
Other Income
Other income includes interest earned on cash balances, as well as access fees paid by PS Insurance Company - Hawaii, Ltd. (“PSICH”), a corporation owned by PS (described more fully in Note 5 to the Partnership’s December 31, 2010 financial statements).
Other income was $407,000 for 2010, as compared to $483,000 for 2009, representing a decrease of $76,000 or 15.7%. Included in other income are access fees totaling $403,000 and $374,000 for 2010 and 2009, respectively. Access fees are paid to the Partnership by PSICH in return for providing tenant listings in connection with PSICH’s reinsurance business. Included in other income for 2009 is $97,000 in nonrecurring income in settlement of a contractual issue.
Other income was $483,000 for 2009, as compared to $471,000 for 2008, representing an increase of $12,000 or 2.5%. Included in other income are access fees totaling $374,000 and $412,000 for 2009 and 2008, respectively. The decline is due to adjustments in timing of the recording of income in 2008 due to changes in accounting estimates. Included in other income for 2009 is $97,000 in nonrecurring income in settlement of a contractual issue.
Interest on cash balances has declined during the three years ended December 31, 2010, due to reductions in interest rates. The Partnership has $371,000 in cash at December 31, 2010 invested primarily in money-market funds, which earn nominal rates of interest in the current interest rate environment.
Assuming a continuation of the current nominal rates of interest, we expect other income in 2011 to approximate other income in 2010.
Revenues from Affiliate Under Performance Agreement
Revenues from Affiliate under Performance Agreement increased $14,000 or 1.0% to $1,406,000 for 2010 from $1,392,000 for 2009. See Note 5 to the Partnership’s December 31, 2010 financial statements for further discussion of the nature of these revenues.
Revenues from Affiliate under Performance Agreement increased $58,000 or 4.3% to $1,392,000 for 2009 from $1,334,000 for 2008. See Note 5 to the Partnership’s December 31, 2010 financial statements for further discussion of the nature of these revenues.
Depreciation Expense
Depreciation expense was $464,000 and $433,000 for 2010 and 2009, respectively, representing an increase of $31,000 or 7.2%. The increase in depreciation expense is primarily related to additional capital improvements.
Depreciation expense was $433,000 and $422,000 for 2009 and 2008, respectively, representing an increase of $11,000 or 2.6%. The increase in depreciation expense is primarily related to additional capital improvements.
General and Administrative Expense
General and administrative expense was $117,000 and $109,000 in 2010 and 2009, respectively, representing an increase of $8,000 or 7.3%.
General and administrative expense was $109,000 and $112,000 in 2009 and 2008, respectively, representing a decrease of $3,000 or 2.7%.
We expect general and administrative expense to increase primarily based upon inflation in 2011.
Liquidity and Capital Resources
At December 31, 2010, the Partnership had cash of $371,000 as compared to total liabilities of $400,000. Cash generated from operations ($8,905,000 for the year ended December 31, 2010) has been sufficient to meet all current obligations of the Partnership. Capital improvements totaled $407,000 in 2010, $427,000 in 2009 and $419,000 in 2008. Capital improvements are budgeted at $404,000 for 2011.
The Partnership does not anticipate issuing 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. As the capital and credit markets are currently constrained and in flux, there can be no assurance that the Partnership would be able to access any such borrowings in order to do so, if such a course of action were otherwise deemed necessary.
Distributions
The Partnership Agreement requires that cash available for distribution (cash flow from all sources less cash necessary for any obligations or capital improvement needs) be distributed at least quarterly. During the year ended December 31, 2010, we paid distributions to the limited and general partners totaling $6,520,000 ($163.00 per unit) and $2,261,000, respectively. During the year ended December 31, 2009, we paid distributions to the limited and general partners totaling $7,280,000 ($182.00 per unit) and $2,525,000, respectively. During the year ended December 31, 2008, we paid distributions to the limited and general partners totaling $6,680,000 ($167.00 per unit) and $2,317,000, respectively. Future distribution rates will be adjusted to levels which are supported by operating cash flow after provisions for capital improvements and any other necessary obligations.
ITEM 7A.
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
As of December 31, 2010, the Partnership had no outstanding debt.
ITEM 8.
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.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
ITEM 9A.
ITEM 9A. Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Public Storage 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 Securities Exchange Act of 1934, as amended, (“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 Public Storage’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure based on the definition of "disclosure controls and procedures" in Rules 13a-15(e) and 15d-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 and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures in reaching that level of reasonable assurance.
As of December 31, 2010, Public Storage carried out an evaluation, under the supervision and with the participation of the Partnership’s management, including Public Storage’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, Public Storage’s Chief Executive Officer and Chief Financial Officer concluded that the Partnership’s disclosure controls and procedures were effective as of December 31, 2010, at a reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
Public Storage’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including Public Storage’s Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee on Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control-Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2010.
This annual report does not include an audit report of the Partnership’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to audit by the Partnership’s independent registered public accounting firm pursuant to rules of the SEC that permit the Partnership to provide only management’s report in this annual report.
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2010 to which this report relates that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. Other Information
Not applicable.
PART III
ITEM 10.
ITEM 10. Trustees, Executive Officers and Corporate Governance
The Partnership has no directors or executive officers.
The Partnership's General Partners are PS and B. Wayne Hughes. PS, acting through its trustees and executive officers, and Mr. Hughes manage and make investment decisions for the Partnership. The self-storage facilities are managed by PS pursuant to a Management Agreement.
Pursuant to the Partnership's Amended Certificate and Agreement of Limited Partnership (the "Partnership Agreement"), 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 trustees and executive officers of PS, the offices held by each of them with PS, and their ages and business experience during the past five years are as follows:
Name
Positions with PS
B. Wayne Hughes
Chairman of the Board
Ronald L. Havner, Jr.
Vice Chairman of the Board, Chief Executive Officer, President and Trustee
John Reyes
Senior Vice President and Chief Financial Officer
David F. Doll
Senior Vice President and President, Real Estate Group
Candace N. Krol
Senior Vice President of Human Resources
Steven M. Glick
Senior Vice President and Chief Legal Officer
Dann V. Angeloff
Trustee
John T. Evans
Trustee
Tamara Hughes Gustavson
Trustee
Uri P. Harkham
Trustee
B. Wayne Hughes, Jr.
Trustee
Avedick B. Poladian
Trustee
Gary E. Pruitt
Trustee
Ronald P. Spogli
Trustee
Daniel C. Staton
Trustee
The following is a biographical summary of the current executive officers of PS:
Ronald L. Havner, Jr., age 53, has been the Vice-Chairman, Chief Executive Officer and a member of the Board of Public Storage since November 2002 and President since July 1, 2005. Mr. Havner joined Public Storage in 1986 and held a variety of senior management positions until his appointment as Vice-Chairman and Chief Executive Officer in 2002. Mr. Havner has been Chairman of Public Storage’s affiliate, PS Business Parks, Inc. (PSB), since March 1998 and was Chief Executive Officer of PSB from March 1998 until August 2003. He is also a member of the Board of Governors and the Executive Committee of the National Association of Real Estate Investment Trusts, Inc. (NAREIT), serving as Treasurer and a member of the Audit and Investment Committee. He is also a member of the NYU REIT Center Board of Advisors and a director of Business Machine Security, Inc.
John Reyes, age 50, Senior Vice President and Chief Financial Officer, joined Public Storage in 1990 and was Controller of Public Storage from 1992 until December 1996 when he became Chief Financial Officer. He became a Vice President of Public Storage in November 1995 and a Senior Vice President of Public Storage in December 1996. From 1983 to 1990, Mr. Reyes was employed by Ernst & Young as a certified public accountant.
David F. Doll, age 52, became Senior Vice President and President, Real Estate Group, in February 2005, with responsibility for the real estate activities of Public Storage, including property acquisitions, developments, repackagings, and capital improvements. Before joining Public Storage, 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.
Candace N. Krol, age 49, became Senior Vice President of Human Resources in September 2005. From 1985 until joining Public Storage, Ms. Krol was employed by Parsons Corporation, a global engineering and construction firm, where she served in various management positions, most recently as Vice President of Human Resources for the Infrastructure and Technology global business unit.
Steven M. Glick, age 54, became Senior Vice President and Chief Legal Officer of Public Storage on February 23, 2010. From April 2005 until joining Public Storage, Mr. Glick was Senior Vice President and General Counsel, Americas for Technicolor (NYSE:TCH), a services, systems and technology company. Immediately before joining Technicolor (then named Thomson), he was an Executive Vice President at Paramount Pictures with responsibility for, among other things, legal, business development and licensing for International Home Entertainment.
The following is a biographical summary of the current outside Trustees of PS:
B. Wayne Hughes, age 77, has been a member of the Board of PS since its organization in 1980. Mr. Hughes 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 in November 2002 and remains Chairman of the Board. Mr. Hughes is currently a private investor and operates a horse farm in Kentucky. Mr. Hughes has been active in the real estate investment field for over 40 years. He is the father of B. Wayne Hughes, Jr., and Tamara Hughes Gustavson, who are also members of the PS Board.
Dann V. Angeloff, age 75, Chairman of the Nominating/Corporate Governance Committee and a member of the Audit Committee, has been a member of the Board of PS since its organization in 1980. Mr. Angeloff has been President of the Angeloff Company, a corporate financial advisory firm, since 1976. Mr. Angeloff is currently the general partner and owner of a 20% interest in a limited partnership that in 1974 purchased a self-storage facility operated by PS. He is also a director of Electronic Recyclers International. Within the last five years, Mr. Angeloff also served on the boards of Bjurman, Barry Fund, Inc., Nicholas/Applegate Fund, Retirement Capital Group and SoftBrands, Inc.
John T. Evans, age 72, member of the Nominating/Corporate Governance Committee and the Compensation Committee, became a member of the PS Board in August 2003. Mr. Evans was a partner in the law firm of Osler, Hoskin & Harcourt LLP, Toronto, Canada from April 1993 until his retirement in June 2009 and in the law firm of Blake, Cassels & Graydon LLP, Toronto, Canada from April 1966 to April 1993. Mr. Evans specialized 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.
Tamara Hughes Gustavson, age 49, became a member of the PS Board in December 2008. She was employed by PS from 1983 to 2003, serving most recently as Vice President, Administration. She also serves on the Board of Directors of the USC-CHLA Institute for Pediatric Clinical research. Ms Gustavson is the daughter of B. Wayne Hughes, Chairman of the Board, and the sister of B. Wayne. Hughes, Jr., also a Trustee.
Uri P. Harkham, age 62, a member of the Compensation Committee, became a trustee of the PS Board in March 1993. Mr. Harkham has been the President and Chief Executive Officer of Harkham Industries, which specializes in designing, manufacturing and marketing women’s clothing under its four labels, Harkham, Hype, Jonathan Martin and Johnny Martin, since its organization in 1974. Since 1978, Mr. Harkham has been the Chief Executive Officer of Harkham Family Enterprises, a real estate firm specializing in buying and rebuilding retail and mixed use real estate throughout Southern California.
B. Wayne Hughes, Jr., age 51, became a trustee of the PS Board in January 1998. He was employed by PS from 1983 to 2002, serving as Vice President - Acquisitions of the Company from 1992 to 2002. Mr. Hughes, Jr. is currently Vice President of American Commercial Equities, LLC and its affiliates, companies engaged in the acquisition and operation of commercial properties in California. He is the son of B. Wayne Hughes, Chairman of the Board, and the brother of Tamara Hughes Gustavson, also a Trustee.
Avedick B. Poladian, age 59, has been Executive Vice President and Chief Operating Officer for Lowe Enterprises, Inc., a diversified national real estate company active in commercial, residential and hospitality property investment, management and development since 2007. He was Executive Vice President, Chief Financial Officer and Chief Administrative Officer for Lowe from 2003 to 2006. Mr. Poladian was with Arthur Andersen from 1974 to 2002 and is a certified public accountant (inactive). He is also a director and member of the Audit Committee of Occidental Petroleum Corporation and Western Asset Funds (Western Asset Income Fund, Western Asset Premier Bond Fund and Western Asset Funds, Inc.) and was a director of California Pizza Kitchen from 2004 to 2008. He is also a director of the YMCA of Metropolitan Los Angeles and a former Trustee of Loyola Marymount University.
Gary E. Pruitt, age 60, Chairman of the Audit Committee and a member of the Compensation Committee, became a trustee of the PS Board in August 2006 in connection with the merger of Shurgard Storage Centers, Inc. with PS. Mr. Pruitt was previously a director of Shurgard. He retired as the Chairman of Univar N.V., a chemical distribution company based in Bellevue, Washington with distribution centers in the United States, Canada and Europe, on November 30, 2010. Mr. Pruitt joined Univar in 1978 and held a variety of senior management positions until his appointment as Chairman and Chief Executive Officer in 2002. Mr. Pruitt retired as CEO of Univar in October 2009. Mr. Pruitt is also a member of the Board of Directors of Itron, Inc., Esterline Technologies Corp. and Premera Blue Cross (a private company).
Ronald P. Spogli, age 63, co-founded Freeman Spogli & Co., a private investment firm, in 1983 after a career in investment banking with Dean Witter Reynolds where he was a Managing Director responsible for mergers and acquisitions in the western United States. He rejoined the Freeman Spogli & Co. in June 2009 after having served as the United States Ambassador to the Italian Republic and the Republic of San Marino from August 2005 until February 2009. Mr. Spogli graduated Phi Beta Kappa with great distinction in history from Stanford University. He earned his Master’s degree in business administration from Harvard University.
Daniel C. Staton, age 58, Chairman of the Compensation Committee and a member of the Audit Committee, became a member of the PS Board in March 1999 in connection with the merger of Storage Trust Realty with the Company. 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 Chairman of Staton Capital, an investment and venture capital company and the Co-Chief Executive Officer of FriendFinder Networks, Inc. (formerly PMGI), a print and electronic media company and Chief Executive Officer of Enterprise Acquisition Corp. 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.
Each Trustee of PS serves until he or she resigns or is removed from office by PS, and may resign or be removed from office at any time with or without cause. Each officer of PS serves until he or she resigns or is removed by the Board of Trustees of PS. 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 trustee or executive officer of PS during the past five years.
The members of the PS Audit Committee of the Board are: Gary E. Pruitt (Chairman), Dann V. Angeloff, Avedick B. Poladian, and Daniel C. Staton. The Board of PS has determined that Audit Committee members, Gary E. Pruitt and Daniel C. Staton, each qualify as an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission. The Board has further determined that Messrs. Pruitt, Angeloff, Poladian and Staton are each independent within the meaning of Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.
The financial records of the Partnership are maintained and prepared by employees of PS. The Board of Trustees of PS has adopted a code of ethics for its senior financial officers. The Code of Ethics applies to those persons serving as PS’ principal executive officer, principal financial officer and principal accounting officer. A copy of the Code of Ethics may be found on the PS website at www.publicstorage.com/Corporateinformation/CorpGovernance.apsx and available in print by written request from the Secretary of PS at 701 Western Ave., Glendale, CA 91201-2349.
ITEM 11.
ITEM 11. Executive Compensation
The Partnership has no subsidiaries, directors or officers. See Item 13 for a description of certain transactions between the Partnership and its General Partners and their affiliates.
ITEM 12.
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
(a) At March 25, 2011, the following beneficially owned more than 5% of the Units:
Title
of Class
Name and Address
of Beneficial Owners
Beneficial
Ownership
Percent
of Class
Units of Limited Partnership Interest
Public Storage
701 Western Avenue
Glendale, California 91201
11,671 Units (1)
29.2%
Units of Limited Partnership Interest
B. Wayne Hughes,
PS Orangeco Partnerships, Inc.
701 Western Avenue
Glendale, California 91201
13,191 Units (2)
33.0%
(1)
Includes (i) 11,365 Units owned by PS as to which PS has sole voting and dispositive power, and (ii) 306 Units which, on January 1, 2009, PS exercised its option to acquire from Tamara Hughes Gustavson, an adult daughter of Hughes.
(2)
Includes (i) 5,892 Units owned by BWH Marina Corporation II, a corporation wholly-owned by Hughes, as to which Hughes has sole voting and dispositive power and (ii) 7,299 Units owned by PS Orangeco Partnerships, Inc., a corporation in which Hughes and members of his family own approximately 48% of the voting stock, PS owns 46% and members of PS’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 $202,020 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 $161,616 was contributed by PS and $40,404 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. 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 PS and Hughes, the General Partners, is set forth under section (a) above. The trustees and executive officers of PS (including Hughes), as a group (15 persons), beneficially own an aggregate of 13,191 Units, representing 33.0% of the Units (including the 5,892 Units owned by Hughes and the 7,299 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. 2-60530. Those articles provide, in substance, that the limited partners shall have the right, by majority vote, to remove a general partner and that a general partner may designate a successor with the consent of the other general partner and a majority of the limited partners.
ITEM 13.
ITEM 13. Certain Relationships, Related Transactions and Trustee Independence
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 1986, 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”). In addition to their distribution rights with respect to their general partner’s interests, PS and BWH Marinas own 11,671 and 5,892 Units, respectively. During 2010, PS and BWH Marinas received approximately $1,809,000 and $452,000 in distributions related to their general partner’s ownership interests. As described above, the General Partners also hold Limited Partnership Units. Through these holdings, PS and the Hughes Family received $2,003,000 and $997,000, respectively, of cash distributions during 2010.
The Partnership has a management agreement (the “Management Agreement”) with PS (as successor-in-interest to PSMI). Under the Management Agreement, the Partnership pays PS a fee of 6% of the gross revenues of the properties operated for the Partnership. For as long as the Management Agreement is in effect, PS has granted the Partnership a non-exclusive license to use two PS 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 an adverse effect on the Partnership’s business. The Management Agreement with PS provides that the Management Agreement may be terminated without cause upon 60 days written notice by the Partnership or six months notice by PS. During 2010, 2009 and 2008, the Partnership paid fees of $656,000, $669,000 and $689,000, respectively, to PS pursuant to the Management Agreement.
A real estate facility owned by the Partnership (the “Azusa Property”) is operated pursuant to a management and performance agreement (the “Performance Agreement”) with a subsidiary of PS (the “PS Sub”). Following the commencement of the Performance Agreement in March 2001, the facility was initially expanded to include industrial space, and this industrial space was subsequently converted to self-storage space. These improvements were funded entirely by the PS Sub. During the term of the Performance Agreement, the Partnership is guaranteed to receive the same net operating income it received with respect to the Azusa Property prior to the effective date of the Performance Agreement, with an annual increase of the greater of a) 1% or b) the percentage increase in net operating income achieved at the self-storage facilities managed by PS in the market in which this facility is located (the “Guaranteed Amounts”). The Performance Agreement expires on December 31, 2015, at which time the Partnership will commence collecting the actual net operating income currently earned by the PS Sub from operating the Azusa Property, and the Guaranteed Amounts will no longer apply. The PS Sub recorded revenues of $2,103,000, $2,080,000, and $2,037,000 in 2010, 2009, and 2008, respectively, and costs of operations (excluding depreciation) of $651,000, $658,000, and $659,000 in 2010, 2009, and 2008, respectively, with respect to the operation of the Azusa Property. Capital expenditures for the Azusa Property totaled $26,000, $25,000, and $7,000, in 2010, 2009, and 2008, respectively. Average occupancy of the Azusa Property was 89.4%, 88.2%, and 84.7% during 2010, 2009, and 2008, respectively. Included in the line item “revenues from affiliate under performance agreement” in the Partnership’s accompanying statements of income, is the Guaranteed Amounts earned by the Partnership under the Performance Agreement. The Partnership recorded a total of $1,406,000, $1,392,000 and $1,334,000 in revenue with respect to the Performance Agreement for the years ended December 31, 2010, 2009 and 2008, respectively.
In addition, captive insurance entities controlled by PS (See Note 5 to the Partnership’s December 31, 2010 financial statements) provide limited property and liability insurance to the Partnership at commercially competitive rates. The Partnership and PS 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, 2010, 2009 and 2008 were $84,000, $88,000 and $103,000, respectively. These captive entities also reinsure insurance policies providing certain coverage for losses to goods stored by tenants in the Partnership’s and PS’ storage facilities. These captive entities receive the premiums and bear the risks associated with the re-insurance. The Partnership receives a fee (an “Access Fee”) from these captive entities in return for providing tenant listings. This Access Fee is based on the number of spaces the Partnership has to rent. Included in other income are Access Fees totaling $403,000, $374,000 and $412,000 for the years ended December 31, 2010, 2009 and 2008, respectively.
A subsidiary of PS sells locks and boxes to the general public and tenants to be used in securing their spaces and moving their goods. The subsidiary of PS receives the revenues and bears the cost of the activities, and pays the Partnership rent for any space it uses at the Partnership’s facilities in conducting its activities. Included in rental income is rent received by the Partnership with respect to this space totaling $10,000 for each of the years ended December 31, 2010, 2009 and 2008.
The Partnership’s facilities, along with facilities owned by PS and its affiliates, are managed and marketed jointly by PS in order to take advantage of scale and other efficiencies. Joint costs are allocated on a methodology meant to fairly allocate such costs based upon the related activities. As a result, significant components of cost of operations, such as payroll costs, advertising and promotion, data processing and insurance expenses are shared and allocated among the properties using methodologies meant to fairly allocate such costs based upon the related activities. The total of such expenses, substantially all of which are included in cost of operations on the Partnership’s statements of income, amounted to $1,598,000, $1,652,000, and $1,709,000 for the years ended December 31, 2010, 2009, and 2008, respectively. These expenses exclude amounts associated with the Azusa Property.
As of December 31, 2009, the Partnership owed $331,000 due to an affiliate. This amount arose in December 2009 from the timing of the settlement of shared costs and was paid in January 2010.
The Trustees of PS are identified in Item 10 on page 20 of this report.
ITEM 14.
ITEM 14. Principal Accountant Fees and Services
Fees billed to the Partnership by Ernst & Young LLP for 2010 and 2009 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 $20,000 and $19,000 for the years ended December 31, 2010 and 2009, respectively.
Tax Fees: Tax fees billed to the Partnership by Ernst & Young LLP for tax services (primarily federal and state income tax preparation) totaled $15,000 and $13,000 for the years ended December 31, 2010 and 2009, respectively.
Audit-Related Fees and Other Fees: During 2010 and 2009 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 PS 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.
PART IV
ITEM 15.
ITEM 15.
Exhibits and Financial Statement Schedules
(a)
List of documents filed as part of this 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.
PUBLIC STORAGE PROPERTIES IV, LTD.
EXHIBIT INDEX
(Items 15(a)(3) and 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. 2-60530 and incorporated herein by reference.
3.2
Thirty-fifth Amendment to Amended Certificate and Agreement of Limited Partnership. Previously filed with the Securities and Exchange Commission as an exhibit to the Registrant’s Annual Report on Form 10- K for the year ended December 31, 1993 and incorporated herein by reference.
10.1
Second Amended and Restated Management Agreement dated November 16, 1995 between the Partnership and Public Storage. Previously filed with the Securities and Exchange Commission as an exhibit to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference.
Code of Ethics for Senior Financial Officers of Public Storage. 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
Rule 13a - 14(a) Certification. Filed herewith.
31.2
Rule 13a - 14(a) Certification. Filed herewith.
Section 1350 Certifications. Filed herewith.
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 IV, LTD.
a California Limited Partnership
Dated: March 25, 2011
By:
Public Storage, General Partner
By:
/s/ Ronald L. Havner, Jr.
Ronald L. Havner, Jr., Vice Chairman of the Board, Chief Executive Officer and President of Public Storage, Corporate General Partner
By:
/s/ B. Wayne Hughes
B. Wayne Hughes, General Partner and Chairman of the Board of Public Storage
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Partnership in the capacities and on the dates indicated.
Signature
Capacity
Date
/s/ Ronald L. Havner Jr.
Vice Chairman of the Board, Chief Executive Officer and President of Public Storage, Corporate General Partner
March 25, 2011
Ronald L. Havner, Jr.
/s/ B. Wayne Hughes
General Partner and Chairman of the Board of Public Storage
March 25, 2011
B. Wayne Hughes
/s/ John Reyes
Senior Vice President and Chief Financial Officer of Public Storage (principal financial officer and principal accounting officer)
March 25, 2011
John Reyes
/s/ Dann V. Angeloff
Trustee of Public Storage
March 25, 2011
Dann V. Angeloff
/s/ John T. Evans
Trustee of Public Storage
March 25, 2011
John T. Evans
/s/ Tamara Hughes Gustavson
Trustee of Public Storage
March 25, 2011
Tamara Hughes Gustavson
/s/ Uri P. Harkham
Trustee of Public Storage
March 25, 2011
Uri P. Harkham
/s/ B. Wayne Hughes, Jr.
Trustee of Public Storage
March 25, 2011
B. Wayne Hughes, Jr.
/s/ Avedick B. Poladian
Trustee of Public Storage
March 25, 2011
Avedick B. Poladian
/s/ Gary E. Pruitt
Trustee of Public Storage
March 25, 2011
Gary E. Pruitt
/s/ Ronald P. Spogli
Trustee of Public Storage
March 25, 2011
Ronald P. Spogli
/s/ Daniel C. Staton
Trustee of Public Storage
March 25, 2011
Daniel C. Staton
PUBLIC STORAGE PROPERTIES IV, LTD.
AND
FINANCIAL STATEMENT SCHEDULE
(Item 15 (a))
Page
References
Report of Independent Registered Public Accounting Firm
Balance sheets as of December 31, 2010 and 2009
For each of the three years ended December 31, 2010, 2009 and 2008:
Statements of income
Statements of partners' equity
Statements of cash flows
Notes to financial statements
-
Schedule:
III - Real estate and accumulated depreciation
-
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 notes thereto.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Partners
Public Storage Properties IV, Ltd.
We have audited the accompanying balance sheets of Public Storage Properties IV, Ltd. (the “Partnership”) as of December 31, 2010 and 2009, and the related statements of income, partners' equity and cash flows for each of the three years in the period ended December 31, 2010. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and financial statement schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and financial statement 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 audits 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 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, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Public Storage Properties IV, Ltd. at December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, 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.
/s/ ERNST & YOUNG LLP
March 25, 2011
Los Angeles, California
PUBLIC STORAGE PROPERTIES IV, LTD.
BALANCE SHEETS
December 31, 2010 and 2009
See accompanying notes.
PUBLIC STORAGE PROPERTIES IV, LTD.
STATEMENTS OF INCOME
For the years ended December 31, 2010, 2009 and 2008
See accompanying notes.
PUBLIC STORAGE PROPERTIES IV, LTD.
STATEMENTS OF PARTNERS’ EQUITY
For the years ended December 31, 2010, 2009 and 2008
See accompanying notes.
PUBLIC STORAGE PROPERTIES IV, LTD.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2010, 2009 and 2008
See accompanying notes.
PUBLIC STORAGE PROPERTIES IV, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
1.
Description of Partnership
Public Storage Properties IV, Ltd., (the “Partnership”, “we” or “our”) is a publicly held limited partnership formed under the California Uniform Limited Partnership Act in December 1977. The Partnership raised $20,000,000 in gross proceeds by selling 40,000 units of limited partnership interest ("Units") in an interstate offering, which commenced in May 1978 and completed in November 1978. The general partners in the Partnership are Public Storage, formerly Public Storage, Inc., (herein referred to as “Public Storage” or “PS”) and B. Wayne Hughes (“Hughes”).
The Partnership was formed to engage in the business of developing and operating self-storage facilities which offer storage spaces for lease, generally on a month-to-month basis, for personal and business use. The Partnership owns 17 self-storage facilities located in California and Florida which are managed pursuant to a management agreement by PS under the “Public Storage” name.
2.
Summary of Significant Accounting Policies and Partnership Matters
Use of Estimates:
The preparation of financial statements in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”) 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.
Financial Instruments:
We have estimated the fair value of financial instruments using available market information and generally accepted valuation methodologies. Considerable judgment is required in interpreting market data to develop estimates of market value. Accordingly, estimated fair values are not necessarily indicative of the amounts that could be realized in current market exchanges.
For purposes of financial statement presentation, we consider all highly liquid financial instruments such as short-term treasury securities, money market funds with daily liquidity and a rating of at least AAA by Standard and Poor’s, or investment grade (rated A1 by Standard and Poor’s) short-term commercial paper with remaining maturities of three months or less at the date of acquisition to be cash equivalents.
Due to the short maturity and the underlying characteristics of our cash and cash equivalents, other assets, accrued and other liabilities, and due to affiliate, we believe the carrying values as presented on the balance sheets are reasonable estimates of fair value.
Financial assets that are exposed to credit risk consist primarily of cash and cash equivalents as well as rent and other receivables. Cash and cash equivalents, as described above, are only invested in instruments with an investment grade rating. Our receivables consist of small individual amounts. Accordingly, credit risk on these assets as a whole is minimal.
Real Estate Facilities and Evaluation of Asset Impairment:
Real estate facilities are recorded at cost. Costs associated with the development, construction, renovation and improvement of properties are capitalized. Interest, property taxes, and other costs associated with development incurred during the construction period are capitalized as building cost. Expenditures for repairs and maintenance are expensed when incurred. Depreciation expense is computed using the straight-line method over the estimated useful lives of the buildings and improvements, which generally range from 5 to 25 years. At December 31, 2010, all of the real estate facilities have been in service longer than 25 years, and accordingly the original development costs of such buildings are fully depreciated.
PUBLIC STORAGE PROPERTIES IV, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
We evaluate our real estate for impairment on a quarterly basis. We first evaluate these assets for indicators of impairment, and if any indicators of impairment are noted, we determine whether the carrying value of the real estate is in excess of the future estimated undiscounted cash flows attributable to the real estate. If there is excess carrying value over such future undiscounted cash flows, an impairment charge is recorded for the excess of carrying value over the real estate’s estimated fair value. Any real estate facility which we expect to sell or otherwise dispose of prior to its estimated useful life is stated at the lower of its estimated net realizable value (estimated fair value less cost to sell) or its carrying value. No impairment was identified from our evaluations in any periods presented in the accompanying financial statements.
Revenue and Expense Recognition:
Rental income, which is generally earned pursuant to month-to-month leases for storage space, as well as late charges and administrative fees, are 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. Interest income is recognized as earned.
We accrue for property tax expense based upon actual amounts billed for the related time periods and, in some circumstances due to taxing authority assessment and billing timing and disputes of assessed amounts, estimates and historical trends. If these estimates are incorrect, the timing and amount of expense recognition could be affected.
Cost of operations, general and administrative expense, as well as television, yellow page, and other advertising expenditures are expensed as incurred.
Allocation of Net Income:
The general partners' share of net income consists of amounts attributable to their 1% capital contribution and an additional percentage of cash flow (as defined) which relates to the general partners' share of cash distributions as set forth in the Partnership Agreement (Note 4). All remaining net income is allocated to the limited partners.
Per unit data is based on the weighted average number of the limited partnership units (40,000) outstanding during the period.
Deferred Revenue:
Deferred revenue totaling $252,000 at December 31, 2010 ($289,000 at December 31, 2009), consists of prepaid rents, which are recognized as rental income when earned.
Environmental Cost:
Our policy is to accrue environmental assessments and/or remediation costs when it is probable that such efforts will be required and the related costs can be reasonably estimated. Although there can be no assurance, we are not aware of any environmental contamination at any of our facilities, which, individually or in the aggregate, would be material to our overall business, financial condition or results of operations.
PUBLIC STORAGE PROPERTIES IV, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
Income Taxes:
The Partnership is treated as a partnership for federal and state income tax purposes with the taxable income of the entity allocated to each partner in accordance with the Partnership Agreement. Accordingly, no federal income tax expense is recorded by the Partnership.
Recent Accounting Pronouncements and Guidance:
As of March 25, 2011, there have been no recent accounting pronouncements and guidance, which were not effective for implementation prior to December 31, 2010, that we estimate would have a future material impact upon reporting the operations or financial position of the Partnership.
Segment Reporting:
The Partnership only has one reportable segment.
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 improvements) be distributed at least quarterly. During 2010, we paid distributions to the limited and general partners totaling $6,520,000 ($163.00 per unit) and $2,261,000, respectively. During 2009, we paid distributions to the limited and general partners totaling $7,280,000 ($182.00 per unit) and $2,525,000, respectively. During 2008, we paid distributions to the limited and general partners totaling $6,680,000 ($167.00 per unit) and $2,317,000, respectively. Future distribution rates may be adjusted to levels, which are supported by operating cash flow after provisions for capital improvements and any other obligations.
4.
Partners' Equity
PS 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. 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 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 1986, 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.
PUBLIC STORAGE PROPERTIES IV, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
5.
Related Party Transactions
Management Agreements and Shared Expenses with Affiliates
The Partnership has a management agreement (the “Management Agreement”) with PS pursuant to which PS operates the self-storage facilities for a fee equal to 6% of the facilities' gross revenue (as defined). For 2010, 2009 and 2008, the Partnership paid PS $656,000, $669,000 and $689,000, respectively, under to this Management Agreement.
The Management Agreement between the Partnership and PS provides that the Management Agreement may be terminated without cause upon 60 days written notice by the Partnership or six months notice by PS.
A real estate facility owned by the Partnership (the “Azusa Property”) is operated pursuant to a management and performance agreement (the “Performance Agreement”) with a subsidiary of PS (the “PS Sub”). Following the commencement of the Performance Agreement in March 2001, the facility was initially expanded to include industrial space, and this industrial space was subsequently converted to self-storage space. These improvements were funded entirely by the PS Sub. During the term of the Performance Agreement, the Partnership is guaranteed to receive the same net operating income it received with respect to the Azusa Property prior to the effective date of the Performance Agreement, with an annual increase of the greater of a) 1% or b) the percentage increase in net operating income achieved at the self-storage facilities managed by PS in the market in which this facility is located (the “Guaranteed Amounts”). The Performance Agreement expires on December 31, 2015, at which time the Partnership will commence collecting the actual net operating income currently earned by the PS Sub from operating the Azusa Property, and the Guaranteed Amounts will no longer apply. The PS Sub recorded revenues of $2,103,000, $2,080,000, and $2,037,000 in 2010, 2009, and 2008, respectively, and costs of operations (excluding depreciation) of $651,000, $658,000, and $659,000 in 2010, 2009, and 2008, respectively, with respect to the operation of the Azusa Property. Capital expenditures for the Azusa Property totaled $26,000, $25,000, and $7,000, in 2010, 2009, and 2008, respectively. Average occupancy of the Azusa Property was 89.4%, 88.2%, and 84.7% during 2010, 2009, and 2008, respectively. Included in the line item “revenues from affiliate under performance agreement” in the Partnership’s accompanying statements of income, is the Guaranteed Amounts earned by the Partnership under the Performance Agreement. The Partnership recorded a total of $1,406,000, $1,392,000 and $1,334,000 in revenue with respect to the Performance Agreement for the years ended December 31, 2010, 2009 and 2008, respectively.
The Partnership’s facilities, along with facilities owned by PS and its affiliates, are managed and marketed jointly by PS in order to take advantage of scale and other efficiencies. Joint costs are allocated on a methodology meant to fairly allocate such costs based upon the related activities. As a result, significant components of cost of operations, such as payroll costs, advertising and promotion, data processing and insurance expenses are shared and allocated among the properties using methodologies meant to fairly allocate such costs based upon the related activities. The total of such expenses, substantially all of which are included in cost of operations in our accompanying statements of income, amounted to $1,598,000, $1,652,000, and $1,709,000 for the years ended December 31, 2010, 2009 and 2008, respectively. These expenses exclude amounts associated with the Azusa Property.
Ownership of Limited Partnership Interest by the General Partners
As of December 31, 2010 PS owns 11,671 Units, as to which PS has sole voting and dispositive power and Hughes owns 5,892 Units.
PUBLIC STORAGE PROPERTIES IV, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
In addition, as of December 31, 2010, 7,299 Units are owned by PS Orangeco Partnerships, Inc., a corporation in which the Hughes Family owns approximately 48% of the voting stock, PS owns 46% and members of PS management and related individuals own approximately 6%.
Captive Insurance Activities with PS
The Partnership has a 1.6% 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 PS. The Partnership accounts for its investment in STOR-Re, which is included in other assets on our accompanying balance sheets, on the cost method, and has received no distributions during the three years ended December 31, 2010.
STOR-Re provides limited property and liability insurance coverage to the Partnership, PS, 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 PS Insurance Company - Hawaii, Ltd. (“PSICH”), a wholly-owned subsidiary of PS.
The following table sets forth certain condensed consolidated financial information (unaudited) with respect to STOR-Re (representing 100% of this entity’s operations and not the Partnership’s pro-rata share):
Premiums paid to PSICH for the years ended December 31, 2010, 2009 and 2008 were $84,000, $88,000 and $103,000, respectively.
Other Activities with PS
PSICH also reinsures insurance policies providing certain coverage for losses to goods stored by tenants in the Partnership’s and PS’ storage facilities. PSICH receives the premiums and bears the risks associated with the re-insurance. The Partnership receives a fee (an “Access Fee”) from PSICH in return for providing tenant listings. This Access Fee is based on the number of spaces the Partnership has to rent. Included in other income are Access Fees totaling $403,000, $374,000 and $412,000 for the years ended December 31, 2010, 2009 and 2008, respectively.
A subsidiary of PS sells locks and boxes to the general public and tenants to be used in securing their spaces and moving their goods. The subsidiary of PS receives the revenues and bears the cost of the activities, and pays the Partnership rent for any space it uses at the Partnership’s facilities in conducting its activities. Included in rental income is rent received by the Partnership with respect to this space totaling $10,000 for each of the years ended December 31, 2010, 2009 and 2008.
PUBLIC STORAGE PROPERTIES IV, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
Due to Affiliate
At December 31, 2009, the Partnership owed $331,000 to an affiliate of PS. This amount arose in December 2009 from the timing of the settlement of shared costs and was paid in January 2010.
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.
Taxable net income (unaudited) was $8,694,000, $8,401,000 and $9,113,000 for the years ended December 31, 2010, 2009 and 2008, respectively. The difference between taxable net income and net income is primarily related to depreciation expense resulting from differences in depreciation and capitalization methodologies.
7.
Supplementary Quarterly Financial Data (unaudited)
PUBLIC STORAGE PROPERTIES IV, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
8.
Commitments and Contingencies
Legal Matters
PS 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. We believe that it is unlikely that the outcome of these pending legal proceedings including employment and tenant claims, in the aggregate, will have a material adverse impact upon the results of our operations or financial position.
Revenues from Affiliate Under Performance Agreement
As noted above, one of the real estate facilities is operated pursuant to a Performance Agreement. Accordingly, net operating income received by the Partnership from this property is based upon the Performance Agreement and classified as “revenues from affiliate under performance agreement” on the Partnership’s accompanying statements of income.
The minimum amounts to be received pursuant to the Performance Agreement as defined in Note 5, for each of the years ending December 31 until expiration of the Performance Agreement in 2015 is as follows:
Public Storage Properties IV, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
Note: Buildings are depreciated over a useful life of 25 years.
Public Storage Properties IV, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
(continued)
Reconciliation of Real Estate Cost and Accumulated Depreciation
(a)
The aggregate depreciable cost prior to depreciation, of real estate (excluding land) for federal income tax purposes is $18,098,000 (unaudited).