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") 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 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 entirely by this statement. 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 expressly required by law. Accordingly, you should use caution in relying on past forward-looking statements to anticipate future results.
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"). These risks include, among others, the following:
o general risks associated with the ownership and operation of real estate including changes in demand, potential liability for environmental contamination, adverse changes in tax, real estate and zoning laws and regulations, and the impact of natural disasters;
o risks associated with downturns in the local economies in the markets in which we operate;
o the impact of competition from new and existing self-storage and commercial facilities and other storage alternatives;
o the impact of the regulatory environment as well as national, state, and local laws and regulations;
o disruptions or shutdowns of our automated processes and systems; and
o economic uncertainty due to the impact of war or terrorism.
The risks included here are not exhaustive as it is not possible for management to predict all possible risk factors that may exist or emerge from time to time. Investors should refer to our quarterly reports on Form 10-Q for future periods and current reports on Form 8-K and other information filed from time to time with the SEC Commission for additional information.
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 for personal and business use.
The Partnership has reported annually to the Securities and Exchange Commission ("SEC") on Form 10-K which includes financial statements certified by its independent registered public accounting firm. The Partnership has also reported quarterly to the SEC on Form 10-Q and includes unaudited financial statements with such filings. The Partnership expects to continue such reporting. On an annual basis, the Partnership mails the audited financial statements and related notes thereto, to all limited partners.
The public may read and copy any materials this Partnership files with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330. The partnership does not maintain a website. However, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, 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 (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 ("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 25.3% of the outstanding common shares of PS.
The Partnership is managed and its investment decisions are made by Hughes and the executive officers and trustees of PS. 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.
Investment Objectives and Policies - ----------------------------------
The Partnership's objectives are to (i) preserve and protect invested capital, (ii) maximize the potential for appreciation in value of its investments, and (iii) provide for cash distributions from operations.
Following are the Partnership's investment practices and policies. The partnership does not anticipate any new investments, other than maintenance capital expenditures, and does not anticipate liquidating the real estate investments it now holds. While a vote of the limited partners is generally required to change the Partnership's investment policies, the general partners hold a majority of the limited partnership units, and as a result, the General Partners could change these policies through their vote.
o Our investments consist of 17 self-storage facilities. All of these investments are in real estate or real estate entities holding real estate located in the U.S. See "Self-storage Facilities" and Item 2 "Properties" for further information.
o There is no limitation on the amount or percentage of assets, which can be invested in any specific person.
The Partnership does not anticipate issuing senior securities, making loans to other persons, investing in the securities of other issuers for the purpose of exercising control, underwriting the securities of other issuers, engaging in the purchase and sale of investments (with the exception of distributing its holdings of Public Storage securities to unitholders as noted above), offering securities in exchange for property, or repurchasing or otherwise reacquiring its outstanding securities. The Partnership may consider borrowing money with the intent of using the proceeds for distribution to partners.
Self-storage Facilities - -----------------------
Self-storage facilities are designed to offer accessible storage space for personal and business use at a relatively low cost. A user rents a fully enclosed space, which is for the user's exclusive use and to which only the user has access on an unrestricted basis during business hours. On-site operation is the responsibility of property managers who are supervised by district managers. Some self-storage facilities also include rentable uncovered parking areas for vehicle storage. Leases for self-storage space may be on a long-term or short-term basis, although typically spaces are rented on a month-to-month basis. Rental rates vary according to the location of the property and the size of the storage space.
Users of space in self-storage facilities include both individuals and large and small businesses. Individuals usually employ this space for storage of, among other things, furniture, household appliances, personal belongings, motor vehicles, boats, campers, motorcycles and other household goods. Businesses normally employ this space for storage of excess inventory, business records, seasonal goods, equipment and fixtures.
Self-storage facilities in which the Partnership has invested generally consist of three to seven buildings containing an aggregate of between approximately 265 to 985 storage spaces, most of which have between 25 and 400 square feet and an interior height of approximately 8 to 12 feet.
The Partnership experiences minor seasonal fluctuations in the occupancy levels of its self-storage facilities with occupancies higher in the summer months than in the winter months. The Partnership believes that these fluctuations result in part from increased moving activity during the summer.
The Partnership's self-storage facilities are 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. However, there may be circumstances in which it may be appropriate to own a property in a less populated area, for example, in an area that is highly visible from a major thoroughfare and close to, although not in, a heavily populated area. Moreover, in certain population centers, land costs and zoning restrictions may create a demand for space in nearby less populated areas.
As with most other types of real estate, the conversion of self-storage facilities to alternative uses in connection with a sale or otherwise would generally require substantial investment. However, the Partnership does not intend to convert its self-storage facilities to other uses.
Operating Strategies - --------------------
The Partnership's self-storage facilities are operated by PS 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:
o Capitalize on recognition of the "Public Storage" name. PS has more than 20 years of operating experience in the self-storage business. 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. PS believes that its marketing and advertising programs improve its competitive position in the market. The PS in-house yellow pages staff designs and places advertisements in directories in virtually all markets in which it operates. Customers calling either the PS toll-free telephone referral system, (800) 44-STORE, or a self-storage facility are directed to the PS reservation system where a trained representative discusses with the customer space requirements, price and location preferences and also informs the customer of other products and services provided by PS. The telephone reservation system supports rental activity at all of the U.S. facilities operated by PS. PS also provides customers the opportunity to review space availability and make reservations online through the PS website, www.publicstorage.com.
o Maintain high occupancy levels and increase annual realized rents. Subject to market conditions, the Partnership generally seeks to maximize revenues through high average occupancy levels and to eliminate promotions prior to increasing rental rates. Average occupancy for the Partnership's self-storage facilities was 89% and 91% in 2007 and 2006, respectively. Annual realized rents per occupied square foot increased from $15.37 in 2006 to $15.56 in 2007. These amounts exclude the property operated pursuant to the management and performance agreement with Public Storage Pickup and Delivery, LP ("PSPUD"), a subsidiary of PS. See Note 5 to the Partnership's financial statements for additional information.
o Systems and controls. PS has an organizational structure and a property operation system which links its corporate office with each of its 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 proper handling of cash collections.
o Professional property operation. There are approximately 5,200 persons who render services for the Public Storage 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.
Property Operator - -----------------
The Partnership's self-storage facilities are managed by PS (as successor to PSMI) pursuant to a 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, supplies 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 broadcast media advertising) and insurance, PS attempts to achieve economies by combining the resources of the various facilities that it operates. Facilities operated by PS have historically carried comprehensive insurance, including fire, earthquake, liability and extended coverage.
PS has systems for managing space inventories, accounting and handling delinquent accounts, including a computerized network linking PS operated facilities. Each property manager is furnished with detailed operating procedures and typically receives facilities management training from PS. Form letters covering a variety of circumstances are also supplied to the property managers. A record of actions taken by the property managers when delinquencies occur is maintained.
The Partnership's facilities 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 as on the Internet. Broadcast media and other advertising costs are charged to the Partnership's facilities located in geographic areas affected by the advertising. From time to time, PS adopts promotional programs, such as temporary rent reductions, in selected areas or for individual facilities.
For as long as the Management Agreement between the Partnership and 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. Upon termination of the Management Agreement, the Partnership would no longer have the right to use the service marks and related designs. The General Partners believe that the loss of the right to use the service marks and related designs could have a material adverse effect on the Partnership's business.
The Management Agreement between the Partnership and 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.
One of the Partnership's real estate facilities is operated pursuant to a management and performance agreement (the "Performance Agreement") with Public Storage Pickup and Delivery, LP ("PSPUD"), a subsidiary of PS. See Item 13 below for more information.
Competition - -----------
Local market conditions play a significant role in how competition will affect the Partnership's operations. Competition from other self-storage and other storage alternatives in the market areas in which the Partnership operates is significant and affects the occupancy levels, rental rates and operating expenses of certain of the Partnership's facilities. Any increase in availability of funds for investment in real estate may accelerate competition. Further development of self-storage facilities may intensify competition among self-storage facilities in the market areas in which the Partnership operates. In addition to competition from self-storage facilities operated by PS, there are other publicly traded REITs and numerous regional and local operators. 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
A corporation that reinsures policies against losses to goods stored by tenants in PS' storage facilities was purchased by PS from Mr. Hughes and members of his family (the "Hughes Family") on December 31, 2001. We believe that the availability of insurance reduces our potential liability to tenants for losses to their goods from theft or destruction. This corporation receives the premiums and bears the risks associated with the reinsurance. The Partnership receives an access fee from this corporation in return for providing tenant listings. This fee is based on the number of spaces the Partnership has to rent.
A subsidiary of PS sells locks and boxes and rents trucks to the general public and tenants to be used in securing their spaces and moving their goods. The subsidiary receives the revenues and bears the cost of the activities. We believe that the availability of locks and boxes for sale and the rental of trucks promote the rental of self-storage spaces.
Federal Income Tax - ------------------
Public Storage Properties IV, Ltd. is treated as a partnership for Federal income tax purposes with the taxable income of the entity allocated to each partner in accordance with the Partnership agreement.
Employees - ---------
The Partnership has no direct employees. There are approximately 82 persons who render services on behalf of the Partnership. These persons include resident managers, assistant managers, relief managers, area managers, and administrative and maintenance personnel. Some employees may be employed on a part-time basis and may be employed by other persons, Partnerships, REITs or other entities owning facilities operated by PS.
ITEM 1A.
ITEM 1A. Risk Factors ------------
In addition to the other information in our 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.
Public Storage is general partner and beneficially owns approximately 29.2% of our outstanding limited partnership units. In addition, B. Wayne Hughes, General Partner of the Partnership, and Chairman of PS and members of his family beneficially own 33.7% of the Limited Partnership 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 other such transactions.
SINCE OUR BUSINESS CONSISTS PRIMARILY OF OPERATING REAL ESTATE, WE ARE SUBJECT TO REAL ESTATE OPERATING RISKS.
The value of our investments may be reduced by general risks of real estate ownership. Since we derive substantially all of our income from real estate operations, we are subject to the general risks of owning real estate-related assets, including:
o lack of demand for rental spaces or units in a locale;
o changes in general economic or local conditions;
o natural disasters, such as earthquakes;
o potential terrorist attacks;
o changes in supply of or demand for similar or competing facilities in an area;
o the impact of environmental protection laws;
o changes in interest rates and availability of permanent mortgage funds which may render the sale or financing of a property difficult or unattractive;
o increases in insurance premiums, property tax assessments and other operating and maintenance expenses;
o adverse changes in tax, real estate and zoning laws and regulations; and
o tenant and employment-related claims.
There is significant competition among self-storage facilities and from other storage alternatives. All of our properties are self-storage facilities, which generated substantially all of our revenue for the year ended December 31, 2007. Local market conditions will play a significant part in how competition will affect us. Competition in the market areas in which many of our properties are located from other self-storage facilities and other storage alternatives is significant and has affected the occupancy levels, rental rates and operating expenses of our properties. Any increase in availability of funds for investment in real estate may accelerate competition. Further development of self-storage facilities may intensify competition among operators of self-storage facilities in the market areas in which we operate.
We may incur significant environmental costs and liabilities. As an owner and operator of real properties, under various federal, state and local environmental laws, we are required to clean up spills or other releases of hazardous or toxic substances on or from our properties. Certain environmental laws impose liability whether or not the owner knew of, or was responsible for, the presence of the hazardous or toxic substances. In some cases, liability may not be limited to the value of the property. The presence of these substances, or the failure to properly remediate any resulting contamination, whether from environmental or microbial issues, also may adversely affect the owner's or operator's ability to sell, lease or operate its property or to borrow using its property as collateral.
We have conducted preliminary environmental assessments on the Partnership's properties to evaluate the environmental condition of, and potential environmental liabilities associated with, our properties. These assessments generally consist of an investigation of environmental conditions at the property (not including soil or groundwater sampling or analysis), as well as a review of available information regarding the site and publicly available data regarding conditions at other sites in the vicinity. In connection with these property assessments, we have become aware that prior operations or activities at some facilities or from nearby locations have or may have resulted in contamination to the soil or groundwater at these facilities. In this regard, some of our facilities are or may be the subject of federal or state environment investigations or remedial actions. Although we cannot provide any assurance, based on the preliminary environmental assessments, we believe we have funds available to cover any liability from environmental contamination or potential contamination and we are not aware of any environmental contamination of our facilities material to our overall business, financial condition or results of operation.
There has been an increasing number of claims and litigation against owners and managers of rental properties relating to moisture infiltration, which can result in mold or other property damage. When we receive a complaint concerning moisture infiltration, condensation or mold problems and/or become aware that an air quality concern exists, we implement corrective measures in accordance with guidelines and protocols we have developed with the assistance of outside experts. We seek to work proactively with our tenants to resolve moisture infiltration and mold-related issues, subject to our contractual limitations on liability for such claims. However, we can provide no assurance that material legal claims relating to moisture infiltration and the presence of, or exposure to, mold will not arise in the future.
Property taxes can increase and cause a decline in yields on investments. Each of our properties is subject to real property taxes. These real property taxes may increase in the future as property tax rates change and as our properties are assessed or reassessed by tax authorities. Such increases could adversely impact our profitability.
We must comply with the Americans with Disabilities Act and fire and safety regulations, which can require significant expenditures. All our properties must comply with the Americans with Disabilities Act and with related regulations (the "ADA"). The ADA has separate compliance requirements for "public accommodations" and "commercial facilities," but generally requires that buildings be made accessible to persons with disabilities. Various state laws impose similar requirements. A failure to comply with the ADA or similar state laws could result in government imposed fines on us and the award of damages to individuals affected by the failure. In addition, we must operate our properties in compliance with numerous local fire and safety regulations, building codes, and other land use regulations. Compliance with these requirements can require us to spend substantial amounts of money, which would reduce cash otherwise available for distribution to shareholders. Failure to comply with these requirements could also affect the marketability of our real estate facilities.
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 ACQUISITION OF SHURGARD OR OTHER POTENTIAL ACQUISITIONS OR DEVELOPMENT OF PROPERTIES MAY SUBJECT THE PARTNERSHIP TO ADDITIONAL RISKS.
In August 2006, Public Storage completed the acquisition of Shurgard Storage Centers, Inc. ("Shurgard"), a publicly held REIT that had interests in approximately 646 self-storage facilities located in the United States ("U.S.") and Europe and acquires and develops other real estate facilities as part of its ongoing operations. Such acquisitions, including the Shurgard merger, do not change the financial interests of the Partnership. However, because the self-storage facilities of the Partnership and Public Storage are managed by Public Storage, together with the newly acquired self-storage facilities, 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 facilities, particularly with respect to those facilities that are close to the Partnership's facilities.
TERRORIST ATTACKS AND THE POSSIBILITY OF WIDER ARMED CONFLICT MAY HAVE AN ADVERSE IMPACT ON OUR BUSINESS AND OPERATING RESULTS AND COULD DECREASE THE VALUE OF OUR ASSETS.
Terrorist attacks and other acts of violence or war, such as those that took place on September 11, 2001, could have a material adverse impact on our business and operating results. There can be no assurance that there will not be further terrorist attacks against the U.S. or its businesses or interests. Attacks or armed conflicts that directly impact one or more of our properties could significantly affect our ability to operate those properties and thereby impair our operating results. Further, we may not have insurance coverage for losses caused by a terrorist attack. Such insurance may not be available, or if it is available and we decide to obtain such terrorist coverage, the cost for the insurance may be significant in relationship to the risk overall. In addition, the adverse effects that such violent acts and threats of future attacks could have on the U.S. economy could similarly have a material adverse effect on our business and results of operations. Finally, further terrorist acts could cause the U.S. to enter into a wider armed conflict, which could further impact our business and operating results.
DEVELOPMENTS IN CALIFORNIA MAY HAVE AN ADVERSE IMPACT ON OUR BUSINESS AND OPERATING RESULTS AND COULD DECREASE THE VALUE OF OUR ASSETS.
Twelve of the Partnership's properties are located in California. California is facing budgetary problems. Action that may be taken in response to these problems, such as an increase in property taxes on commercial properties, could adversely impact our business and results of operations. In addition, the Partnership could be adversely impacted by efforts to reenact legislation mandating medical insurance for employees of California businesses and members of their families.
INCREASES IN INTEREST RATES MAY ADVERSELY AFFECT THE PRICE OF OUR PARTNERSHIP UNITS.
One of the factors that influences the market price of our partnership units is the annual rate of distributions that we pay on the securities, as compared with interest rates. An increase in interest rates may lead purchasers of partnership units to demand higher annual distribution rates, which could adversely affect the market price of our partnership units.
WE HAVE BECOME INCREASINGLY DEPENDENT UPON AUTOMATED PROCESSES AND THE INTERNET AND ARE FACED WITH SECURITY SYSTEM RISKS.
We have become increasingly centralized and dependent upon automated information technology processes. As a result, we could be severely impacted by a catastrophic occurrence, such as a natural disaster or a terrorist attack. In addition, a portion of our 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 our network security and misappropriate our confidential information, create system disruptions or cause shutdowns.
OUR OWNERSHIP INTEREST IN STOR-RE MAY LOSE VALUE OR BECOME A LIABILITY.
The Partnership has a 1.7% 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, 2006 financial statements.
ITEM 1B.
ITEM 1B. Unresolved Staff Comments -------------------------
Not applicable.
ITEM 2.
ITEM 2. Properties ----------
The following table sets forth information as of December 31, 2007 about properties owned by the Partnership:
The weighted average occupancy level for the self-storage facilities was 89% and 91% for 2007 and 2006, 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.
As of December 31, 2007, none of the properties were encumbered by mortgage debt.
ITEM 3.
ITEM 3. Legal Proceedings -----------------
Serrao v. Public Storage, Inc. (filed April 2003) (Superior Court of ----------------------------------------------------------------------- California - Orange County) ---------------------------
The plaintiff in this case filed a suit against PS on behalf of a putative class of renters who rented self-storage units from PS. Plaintiff alleges that PS misrepresented the size of its storage units, has brought claims under California statutory and common law relating to consumer protection, fraud, unfair competition, and negligent misrepresentation, and is seeking monetary damages, restitution, and declaratory and injunctive relief. On November 26, 2007, the Court entered an order dismissing the matter in its entirety without any liability to PS.
Brinkley v. Public Storage, Inc. (filed April 2005) (Superior Court of ----------------------------------------------------------------------- California - Los Angeles County) --------------------------------
The plaintiff sued PS on behalf of a purported class of California non-exempt employees based on various California wage and hour laws and seeking monetary damages and injunctive relief. In May 2006, a motion for class certification was filed seeking to certify five subclasses. Plaintiff sought certification for alleged meal period violations, rest period violations, failure to pay for travel time, failure to pay for mileage reimbursement, and for wage statement violations. In October 2006, the Court declined to certify three out of the five subclasses. The Court did, however, certify subclasses based on alleged meal period and wage statement violations. Subsequently, PS filed a motion for summary judgment seeking to dismiss the matter in its entirety. On June 22, 2007, the Court granted PS' summary judgment motion as to the causes of action relating to the subclasses certified and dismissed those claims. The only surviving claims are those relating to the named plaintiff only. The plaintiff has filed an appeal to the Court's June 22, 2007 summary judgment ruling. An appeal to the Court's June 22, 2007 order granting PS' summary judgment motion is currently pending.
Other Items -----------
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, that are not described above. We believe that it is unlikely that the outcome of these other pending legal proceedings including employment and tenant claims, in the aggregate, will have a material adverse effect upon the operations or financial position of the Partnership.
ITEM 4.
ITEM 4. Submission of Matters to a Vote of Security Holders ---------------------------------------------------
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 2007.
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 information regarding the prices at which all secondary sale transactions in the Units have been effectuated. Various organizations offer to purchase and sell limited partnership interests (including securities of the type such as the Units) in secondary sales transactions. Various publications such as The Stanger Report summarize and report information (on a monthly, bimonthly or less frequent basis) regarding secondary sales transactions in limited partnership interests (including the Units), including the prices at which such secondary sales transactions are effectuated.
Exclusive of the General Partners' interest in the Partnership, as of December 31, 2007, there were approximately 961 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) Increases reflected in the amounts presented for 2005 as compared to other periods, are due to the distribution of marketable securities in affiliate. See Note 2 to the Partnership's financial statements for additional information.
(2) Per unit data is based on the weighted average number of the limited partnership 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.
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") 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 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 entirely by this statement. 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 expressly required by law. Accordingly, you should use caution in relying on past forward-looking statements to anticipate future results.
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"). These risks include, among others, the following:
o general risks associated with the ownership and operation of real estate including changes in demand, potential liability for environmental contamination, adverse changes in tax, real estate and zoning laws and regulations, and the impact of natural disasters;
o risks associated with downturns in the local economies in the markets in which we operate;
o the impact of competition from new and existing self-storage and commercial facilities and other storage alternatives;
o the impact of the regulatory environment as well as national, state, and local laws and regulations;
o disruptions or shutdowns of our automated processes and systems; and
o economic uncertainty due to the impact of war or terrorism.
The risks included here are not exhaustive as it is not possible for management to predict all possible risk factors that may exist or emerge from time to time. Investors should refer to our quarterly reports on Form 10-Q for future periods and current reports on Form 8-K and other information filed from time to time with the SEC Commission for additional information.
Overview - --------
The self-storage industry is highly fragmented and is composed predominantly of numerous local and regional operators. Competition in the markets in which we operate is significant and has increased over the past several years due to additional development of self-storage facilities. We believe that the increase in competition has had a negative impact to the Partnership's occupancy levels and rental rates in many markets. However, we believe that the Partnership's affiliation with Public Storage ("PS") provides several distinguishing characteristics that enable the Partnership to compete effectively with other owners and operators.
PS is the largest owner and operator of self-storage facilities in the United States ("U.S."). All of the PS facilities in the U.S. are operated under the "Public Storage" brand name, which we believe is the most recognized and established name in the self-storage industry. Market concentration establishes PS as one of the dominant providers of self-storage space in most markets in
which PS operates and enables PS to use a variety of promotional activities, such as television advertising as well as targeted discounting and referrals, which are generally not economically viable to most competitors of PS, as well as more substantial, well-placed yellow page advertisements than can many of its competitors.
We will continue to focus our growth strategies on improving the operating performance of our existing self-storage properties primarily through increases in revenues achieved through the telephone reservation center and associated marketing efforts. We expect future increases in rental income to come primarily from increases in realized rent rather than increases in occupancy, although there can be no assurance.
Critical Accounting Policies - ----------------------------
IMPAIRMENT OF REAL ESTATE
Substantially all of our assets consist of real estate. On a quarterly basis, we evaluate our real estate for impairment. The evaluation of real estate for impairment requires determining whether indicators of impairment exist, which is a subjective process. When any indicators of impairment are found, the evaluation then entails projections of future operating cash flows, which also involves significant judgment. We identified no such impairments at December 31, 2007. However, future events, or facts and circumstances that currently exist, that we have not yet identified, could cause us to conclude in the future that our real estate is impaired. Any resulting impairment loss could have a material adverse impact on our financial condition and results of operations.
Estimated Useful Lives of Long-Lived Assets
Substantially all of our assets consist of depreciable, long-lived assets. We record depreciation expense with respect to these assets based upon their estimated useful lives. Any change in the estimated useful lives of those assets, caused by functional or economic obsolescence or other factors, could have a material adverse impact on our financial condition or results of operations.
ACCRUALS FOR CONTINGENCIES
We are exposed to business and legal liability risks with respect to events that have occurred, but in accordance with U.S. generally accepted accounting principles, we have not accrued for such potential liabilities because the loss is either not probable or not estimable or because we are not aware of the event. Future events and the result of pending litigation could result in such potential losses becoming probable and estimable, which could have a material, adverse impact on our financial condition or results of operations. Some of these potential losses, which we are aware of, are described in Notes 5 and 8 to the Partnership's financial statements.
ACCRUALS FOR OPERATING EXPENSES
We accrue for property tax expense and other operating expenses based upon estimates and historical trends and current and anticipated local and state government rules and regulations. If these estimates and assumptions are incorrect, our expenses could be misstated. Cost of operations, general and administrative expense, as well as television, yellow page, and other advertising expenditures are expensed as incurred.
Results of Operations - ---------------------
YEAR ENDED DECEMBER 31, 2007 COMPARED TO YEAR ENDED DECEMBER 31, 2006:
The Partnership's net income was $8,809,000 in 2007 compared to $8,862,000 in 2006, representing a decrease of $53,000. Net income decreased primarily due to a gain on disposition of marketable securities of an affiliate in 2006 totaling $134,000 (described below).
Property net operating income (rental income less cost of operations, management fees paid to an affiliate and depreciation expense) was $7,300,000 in 2007 compared to $7,335,000 in 2006, representing a decrease of $35,000. This decrease is attributable to a slight decrease in rental revenues and an increase in depreciation expense.
Rental income was $11,271,000 in 2007 compared to $11,294,000 in 2006, representing a decrease of $23,000. The decrease in rental income is attributable primarily to a decrease in the weighted average occupancy levels at
the self-storage facilities from 91% in 2006 to 89% in 2007. This decrease was mostly offset by an increase in the annualized realized rent per occupied square foot to $15.56 in 2007 compared to $15.37 in 2006. These amounts exclude the property operated pursuant to the management and performance agreement with Public Storage Pickup and Delivery, LP ("PSPUD"), a subsidiary of PS. See Note 5 to the Partnership's financial statements for additional information.
Dividend income was $10,000 in 2006. During 2006, we sold all of our remaining Public Storage common shares on the open market. Accordingly, the Partnership had no dividend income in 2007.
Other income was $340,000 in 2007 compared to $277,000 in 2006, representing an increase of $63,000 or 22.7%. This increase is attributable to increased access fee revenues.
Revenues from Affiliate under the Performance Agreement increased $49,000 or 4.0% to $1,274,000 in 2007 from $1,225,000 in 2006. See Note 5 to our December 31, 2007 financial statements for further discussion of the nature of these reserves.
Cost of operations (including management fees paid to an affiliate) decreased $26,000 to $3,550,000 in 2007 from $3,576,000 in 2006. This decrease is attributable primarily to reductions in repairs and maintenance expense and recruiting costs, mostly offset by increases in advertising and promotion expense and property tax expense.
Depreciation expense was $421,000 in 2007 compared to $383,000 in 2006, an increase of $38,000 or 9.9%. Administrative expense was $105,000 and $163,000 in 2007 and 2006, respectively, representing a decrease of $58,000 or 35.6%. The decrease from 2006 to 2007 is primarily attributable to certain costs incurred during 2006 and not in 2007, including $25,000 in additional expenditures related to hurricanes which occurred in 2005 and $14,000 for the termination of a contract..
YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005:
The Partnership's net income was $8,862,000 in 2006 compared to $24,190,000 in 2005, representing a decrease of $15,328,000. Net income decreased primarily due to a gain on disposition of marketable securities of an affiliate in 2005 totaling $15,633,000 and due to related dividends not received in 2006 (described below).
Property net operating income (rental income less cost of operations, management fees paid to an affiliate and depreciation expense) was $7,335,000 in 2006 compared to $7,092,000 in 2005, representing an increase of $243,000 or 3.4%. This increase is attributable to an increase in rental revenues, partially offset by an increase to cost of operations, at the Partnership's self-storage facilities.
Rental income was $11,294,000 in 2006 compared to $10,726,000 in 2005, representing an increase of $568,000 or 5.3%. The increase is attributable primarily to an increase in realized rent per occupied square foot occupancy at the Partnership's self-storage facilities. The weighted average occupancy levels at the self-storage facilities were 91% in 2006 and 2005. The annual realized rent per occupied square foot was $15.37 in 2006 compared to $14.47 in 2005. These amounts exclude the property operated pursuant to the management and performance agreement with PSPUD. See Note 5 to the Partnership's financial statements for additional information.
On March 31, 2005, we distributed substantially all of our Public Storage common shares on a pro-rata basis to unitholders of record as of January 1, 2005. Accordingly, during the first quarter of 2005, we recognized a gain on disposition totaling $15,633,000, which represents the excess of the fair value (based upon a value of $56.94 per share for the Public Storage common shares on March 31, 2005) over the historical cost. The Partnership's dividend income with respect to those securities that were distributed to unitholders ceased on April 1, 2005. Dividend income from marketable securities of affiliate declined to $23,000 in 2006 from $203,000 in 2005. During the fourth quarter of 2006, we sold all of our remaining Public Storage common shares on the open market and recorded a gain of $134,000. See Note 2 to the Partnership's financial statements for additional information.
Revenues from Affiliate under the Performance Agreement increased $108,000 or 9.7% to $1,225,000 in 2006 from $1,117,000 in 2005. These amounts include the net income before depreciation of the facility that has self-storage and containerized storage operations.
Cost of operations (including management fees paid to an affiliate) increased $298,000 or 9.1% to $3,576,000 in 2006 from $3,278,000 in 2005. This increase is attributable primarily to increases in advertising and promotions, repairs and maintenance, property taxes, utilities and management fees expenses.
Depreciation expense was $383,000 in 2006 compared to $356,000 in 2005, an increase of $27,000 or 7.6%. Administrative expense was $163,000 and $118,000 in 2006 and 2005, respectively, representing an increase of $45,000, or 38.1%. This increase is primarily attributable to a cost of $14,000 for termination of a contract as well as $25,000 in additional expenditures related to the hurricanes in 2005.
During 2005, a casualty gain pertaining to the Hurricanes Katrina and Wilma, in the amount of $38,000 was recorded. In 2006, an additional casualty gain of $31,000 was recorded pertaining to these hurricanes. See Note 2 to the Partnership's financials statements for additional information on our accounting for casualty losses.
Liquidity and Capital Resources - -------------------------------
Cash generated from operations of $9,347,000 for the year ended December 31, 2007 has been sufficient to meet all current obligations of the Partnership. Capital improvements totaled $311,000 in 2007, compared to $722,000 in 2006 and $322,000 in 2005. Capital improvements are budgeted at $429,000 for 2008.
The Partnership does not anticipate issuing senior securities, making loans to other persons, investing in the securities of other issuers for the purpose of exercising control, underwriting the securities of other issuers, engaging in the purchase and sale of investments, offering securities in exchange for property, or repurchasing or otherwise reacquiring its outstanding securities. The Partnership may consider borrowing money with the intent of using the proceeds for distribution.
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. We paid distributions to the limited and general partners totaling $8,000,000 ($200.00 per unit) and $2,247,000, respectively, for the year ended December 31, 2007. During 2007, we have paid more in distributions than what was generated from operating activities less capital expenditures. This was done to reduce excess cash reserves. Future distribution rates will be adjusted to levels which are supported by operating cash flow after capital improvements and any other necessary obligations. As a result, we expect distributions in 2008 to be less than the amounts paid during 2007.
ITEM 7A.
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk ----------------------------------------------------------
As of December 31, 2007, 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 Schedule 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, 2007, 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, 2007.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our 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, 2007.
This annual report does not include an audit report of the Partnership's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to audit by the Partnership's registered public accounting firm pursuant to temporary 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 quarter 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. Directors, 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"), a copy of which is included in the Partnership's prospectus included in the Partnership's Registration Statement, each of the General Partners continues to serve until (i) death, insanity, insolvency, bankruptcy or dissolution, (ii) withdrawal with the consent of the other general partner and a majority vote of the limited partners, or (iii) removal by a majority vote of the limited partners.
The names of all 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:
The following is a biographical summary of the current executive officers of PS:
Ronald L. Havner, Jr., age 50, has been the Vice-Chairman, Chief Executive Officer and a director of Public Storage since November 2002 and President since July 1, 2005. Mr. Havner has been Chairman of the Company's affiliate, PS Business Parks, Inc. (PSB), since March 1998 and was Chief Executive Officer of PSB from March 1998 until August 2003. Mr. Havner joined Public Storage in 1986. 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) and a director of GF Acquisition Corp. and Union BanCal Corporation.
John Reyes, age 47, a certified public accountant, joined the Company in 1990 and was Controller of the Company from 1992 until December 1996 when he became Chief Financial Officer. He became a Vice President of the Company in November 1995 and a Senior Vice President of the Company in December 1996. From 1983 to 1990, Mr. Reyes was employed by Ernst & Young.
John S. Baumann, age 47, became Senior Vice President and Chief Legal Officer of the Company in June 2003. From 1998 to 2002, Mr. Baumann was Senior Vice President and General Counsel of Syncor International Corporation, an international high technology health care services company. From 1995 to 1998, he was Associate General Counsel of KPMG LLP, an international accounting, tax and consulting firm.
John E. Graul, age 56, became Senior Vice President and President, Self-Storage Operations, in February 2004, with overall responsibility for the Company's national operations. From 1982 until joining the Company, Mr. Graul was employed by McDonald's Corporation where he served in various management positions, most recently as Vice President and General Manager - Pacific Sierra Region.
David F. Doll, age 49, became Senior Vice President and President, Real Estate Group, in February 2005, with responsibility for Company's real estate activities, including property acquisitions, developments, and repackagings as well as facilities maintenance. Before joining the Company, 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 46, became Senior Vice President of Human Resources in September 2005. From 1985 until joining the Company, 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.
The following is a biographical summary of the current outside Trustees of PS:
B. WAYNE HUGHES, age 74, 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 30 years. He is the father of B. Wayne Hughes, Jr., a member of the PS' Board.
DANN V. ANGELOFF, age 72, Chairman of the Nominating/Corporate Governance Committee and a member of the Compensation Committee, has been a trustee 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 the Company. He is a director of Bjurman, Barry Fund, Inc., Electronic Recyclers International, Nicholas/Applegate Fund, Retirement Capital Group and SoftBrands, Inc.
WILLIAM C. BAKER, age 74, a member of the Nominating/Corporate Governance Committee, joined the PS' Board in November 1991. Mr. Baker was Chairman and Chief Executive Officer of Callaway Golf Company from August 2004 until August 2005. From August 1998 through April 2000, he was President and Treasurer of Meditrust Operating Company, a real estate investment trust. From April 1996 to December 1998, Mr. Baker was Chief Executive Officer of Santa Anita Companies, which then operated the Santa Anita Racetrack. From April 1993 through May 1995, he was President of Red Robin International, Inc., an operator and franchisor of casual dining restaurants in the United States and Canada. From January 1992 through December 1995, Mr. Baker was Chairman and Chief Executive Officer of Carolina Restaurant Enterprises, Inc., a franchisee of Red Robin International, Inc. From 1991 to 1999, he was Chairman of the Board of Coast Newport Properties, a real estate brokerage company. From 1976 to 1988, Mr. Baker was a principal shareholder and Chairman and Chief Executive Officer of Del Taco, Inc., an operator and franchisor of fast food restaurants in California. He is a director of California Pizza Kitchen and Javo Beverage Company, a supplier of coffee, tea and other beverage mixes.
JOHN T. EVANS, age 69, Chairman of the Audit Committee and member of the Nominating/Corporate Governance Committee, became a trustee of the Board of PS in August 2003. Mr. Evans has been a partner in the law firm of Osler, Hoskin & Harcourt LLP, Toronto, Canada from April 1993 to the present and in the law firm of Blake, Cassels & Graydon LLP, Toronto, Canada from April 1966 to April 1993. Mr. Evans specializes in business law matters, securities, restructurings, mergers and acquisitions and advising on corporate governance. Mr. Evans is a director of Cara Operations Inc., Kubota Metal Corporation, and Vice-Chairman of Toronto East General Hospital. Until August 2003, Mr. Evans was a director of Canadian Mini-Warehouse Properties Ltd., a Canadian corporation owned by B. Wayne Hughes and members of his family.
URI P. HARKHAM, age 59, a member of the Compensation Committee, became a trustee of the Board of PS 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 1976. 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 48, became a trustee of the Board of PS in January 1998. He was employed by PS from 1989 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.
HARVEY LENKIN, age 71, became a trustee of the Board of PS in 1991. Mr. Lenkin retired as President and Chief Operating Officer of PS in 2005, and was a consultant for PS until July 1, 2006. Mr. Lenkin was employed by PS or its predecessor for 27 years. He has been a director of PS' affiliate, PS Business Parks, Inc., since March 1998 and was President of PS Business Parks, Inc. from 1990 until March 1998. He is also a director of Paladin Realty Income Properties I, Inc. and a director of Huntington Memorial Hospital, Pasadena, California and a former member of the Executive Committee of the Board of Governors of NAREIT.
GARY E. PRUITT, age 57, a member of the Audit Committee and of the Compensation Committee, became a trustee of the Board of PS in August 2006 in connection with the merger of Shurgard Storage Centers, Inc. with the PS. Mr. Pruitt was previously a director of Shurgard. He is the Chairman and Chief Executive Officer of Univar N.V., a chemical distribution company based in Bellevue, Washington with distribution centers in the United States, Canada and Europe. 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.
DANIEL C. STATON, age 55, Chairman of the Compensation Committee and a member of the Audit Committee, became a trustee of the Board of PS 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 PMGI (formerly Media General, Inc.), a print and electronic media company and CEO of Enterprise Acquisition Corp., an AMEX listed company (EST). 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 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 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 director or executive officer of PS during the past five years.
The members of the PS Audit Committee of the Board are: John T. Evans (Chairman), Daniel C. Staton, and Gary E. Pruitt. The Board of PS has determined that Audit Committee members Daniel C. Staton and Gary E. Pruitt, 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. Evans, Staton and Pruitt 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 is available 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, 2008, the following beneficially owned more than 5% of the Units:
(1) Includes (i) 11,365 Units owned by PS as to which PS has sole voting and dispositive power, and (ii) 306 Units which PS has an option to acquire from Tamara Hughes Gustavson, an adult daughter of Hughes.
(2) Includes 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, (ii) 306 Units owned by Tamara Hughes Gustavson as to which Tamara Hughes Gustavson has sole voting and dispositive power; PS has an option to acquire these 306 units, and (iii) 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 contributed $202,020 to the original 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. Dann V. Angeloff, a director of PS, beneficially owns nine Units (0.02% of the Units). The trustees and executive officers of PS (including Hughes), as a group (17 persons), beneficially own an aggregate of 13,210 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 11,365 and 5,892 Units, respectively. During 2007, PS and BWH Marinas received $2,220,000 and $555,000 respectively, in cash 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, respectively, received $2,273,000 and $1,178,000 of cash distributions during 2007.
The Partnership has a 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 self-storage facilities 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 a material 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 2007, 2006 and 2005, the Partnership paid fees of $676,000, $678,000 and $643,000, 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 Public Storage Pickup and Delivery, LP ("PSPUD"), a subsidiary of PS. Following the commencement of the Performance Agreement, the facility was modified to include self-storage and industrial space, with the cost of these improvements entirely funded by PSPUD. The industrial space was constructed for use in PSPUD's containerized storage operations. Under 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 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"). Where the net operating income earned by the Azusa Property is less than these Guaranteed Amounts, PSPUD supplements the Partnership's income. Where the amount earned by the Azusa Property exceeds the Guaranteed Amounts, the excess is remitted to PSPUD. The costs of all capital improvements with respect to the Azusa Property are funded by PSPUD. Included in the line item "Revenues from Affiliate under Performance Agreement" on the Partnership's Statements of Income, is the net operating income before depreciation with respect to the Azusa Property. The Partnership recorded a total of $1,274,000, $1,225,000 and $1,117,000 in revenue with respect to the Performance Agreement for the years ended December 31, 2007, 2006 and 2005, respectively.
In addition, the Partnership combines its insurance purchasing power with PS through captive insurance entities controlled by PS (see Note 5 to the Partnership's financial statements). The captive entities 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, 2007, 2006 and 2005 were $88,000, $97,000 and $77,000, 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. 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 $1,499,000, $1,563,000, and $1,197,000 for the years ended December 31, 2007, 2006, and 2005, respectively.
The Trustees of PS are identified in Item 10 on page 18 of this report.
ITEM 14.
ITEM 14. Principal Accountant Fees and Services --------------------------------------
Fees billed to the Partnership by Ernst & Young LLP for 2007 and 2006 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 $19,000 for 2007 and $18,000 for 2006.
Tax Fees: Tax fees billed (or expected to be billed) to the Partnership by Ernst & Young LLP for tax services (primarily federal and state income tax preparation) totaled $13,000 for 2007 and $10,000 for 2006.
Audit-Related Fees and Other Fees: During 2007 and 2006 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 Registrant'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.
14 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 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed and dated by Ronald L. Havner, Jr. Filed herewith.
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed and dated by John Reyes. Filed herewith.
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
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 26, 2008 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.
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, 2007 and 2006
For each of the years ended December 31, 2007, 2006 and 2005:
Statements of income and comprehensive 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, 2007 and 2006, and the related statements of income and comprehensive income, partners' equity and cash flows for each of the three years in the period ended December 31, 2007. Our audits also included the schedule listed in the index at item 15(a). These financial statements and schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership's internal control over financial reporting. Our 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Public Storage Properties IV, Ltd. at December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, 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 21, 2008 Los Angeles, California
PUBLIC STORAGE PROPERTIES IV, LTD. BALANCE SHEETS December 31, 2007 and 2006
See accompanying notes.
PUBLIC STORAGE PROPERTIES IV, LTD. STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the years ended December 31, 2007, 2006 and 2005
See accompanying notes.
PUBLIC STORAGE PROPERTIES IV, LTD. STATEMENTS OF PARTNERS' EQUITY For the years ended December 31, 2007, 2006 and 2005
See accompanying notes.
PUBLIC STORAGE PROPERTIES IV, LTD. STATEMENTS OF CASH FLOWS For the years ended December 31, 2007, 2006 and 2005
See accompanying notes.
PUBLIC STORAGE PROPERTIES IV, LTD. NOTES TO FINANCIAL STATEMENTS December 31, 2007
1. DESCRIPTION OF THE BUSINESS
Public Storage Properties IV, Ltd., (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 general partners in the Partnership are Public Storage, formerly Public Storage, Inc., ("PS") and B. Wayne Hughes ("Hughes").
The Partnership was formed to engage in the business of developing and operating self-storage facilities for personal and business use. The Partnership owns 17 self-storage properties in California and Florida.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
Use of Estimates: -----------------
The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Revenue and Expense Recognition: --------------------------------
Rental income, which is generally earned pursuant to month-to-month leases for storage space, is recognized as earned. Promotional discounts are recognized as a reduction to rental income over the promotional period, which is generally during the first month of occupancy. Late charges and administrative fees are recognized as income when collected. Interest income is recognized as earned.
We accrue for property tax expense based upon estimates and historical trends. If these estimates are incorrect, the timing of expense recognition could be affected.
Cost of operations, general and administrative expense, 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.
Cash and Cash Equivalents: --------------------------
For financial statement purposes, the Partnership considers all highly liquid financial instruments such as short-term treasury securities or investment grade short-term commercial paper with remaining maturities of three months or less at the date of acquisition to be cash equivalents.
PUBLIC STORAGE PROPERTIES IV, LTD. NOTES TO FINANCIAL STATEMENTS December 31, 2007
Marketable Securities: ----------------------
In accordance with the Financial Accounting Standards Board's Statement No. 130, "Recording Comprehensive Income," at each balance sheet date, the Partnership reflects its marketable securities at market value (based upon their closing price on the balance sheet date), with the difference between the market value and historical cost shown as other comprehensive income in partners' equity on the accompanying statements of partners' equity. Adjustments to market value are reflected as change in unrealized gain (loss) on marketable equity securities on the accompanying statements of comprehensive income. When marketable securities are disposed of, comprehensive income is adjusted to reflect the change in market value through the disposition date. The realized gain is then reflected in net income, and as a reduction to other comprehensive income.
In accordance with this policy, the Partnership has reflected adjustments to unrealized gains of $7,000 and $456,000 for the years ended December 31, 2006, and 2005, respectively.
At December 31, 2005, marketable securities consisted of 624 shares of Public Storage, Inc. common stock and 12,412 depository shares of Equity Stock, Series A, of Public Storage, Inc. During December 2006, the Partnership sold all of these marketable securities and recorded a realized gain of $134,000 on the accompanying statement of income for the year ended December 31, 2006. All of the Partnership's marketable securities for all periods had been designated as available-for-sale.
On March 31, 2005, the Partnership distributed all of its holdings in Public Storage Inc., common stock on a pro-rata basis to unitholders of record as of January 1, 2005. As a result of this transaction, the Partnership recorded a realized gain of $15,633,000 during the first quarter of 2005, representing the difference between the closing market price on March 31, 2005 and the weighted average historical cost of the securities disposed. The limited and general partners' share of this distribution totaled approximately $16,123,000 ($403.08 per unit) and $5,591,000, respectively. The limited and general partners' share of the realized gain attributable to this transaction totaled approximately $10,102,000 ($252.55 per unit) and $5,531,000, respectively.
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 the development incurred during the construction period are capitalized as building cost. Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the buildings and improvements, which are generally between 5 and 25 years. Certain real estate facilities have been in service longer than 25 years, and accordingly the original development cost of such buildings are fully depreciated at December 31, 2007.
We evaluate our real estate for impairment on a quarterly basis. We first evaluate these assets for indicators of impairment such as a) a significant decrease in the market price of real estate, b) a significant adverse change in the extent or manner in which real estate is being used or in its physical condition, c) a significant adverse change in legal factors or the business climate that could affect the value of the real estate, d) an accumulation of costs significantly in excess of the amount originally projected for the acquisition of or construction of the real estate, or e) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of the real estate. When any such indicators of impairment are noted, we compare the carrying value of the real estate to the future estimated undiscounted cash flows attributable to the real estate. If the real estate's recoverable amount is less than the carrying value of the asset, then an impairment charge is booked for the excess of carrying value over the real estate's fair value. Except as noted below under "Accounting for Casualty Losses," our evaluations have identified no such impairments at December 31, 2007.
PUBLIC STORAGE PROPERTIES IV, LTD. NOTES TO FINANCIAL STATEMENTS December 31, 2007
Any real estate facility, which we expect to sell or dispose of prior to its previously estimated useful life is stated at the lower of its estimated net realizable value, less cost to sell, or its carrying value.
Accounting for Casualty Losses: -------------------------------
Our policy is to record casualty losses or gains in the period the casualty occurs equal to the differential between (a) the book value of assets destroyed and (b) insurance proceeds, if any, that we expect to receive in accordance with our insurance contracts. Potential insurance proceeds that are subject to uncertainties, such as interpretation of deductible provisions of the governing agreements or the estimation of costs of restoration, are treated as a contingent proceeds in accordance with Statement of Financial Accounting Standards No. 5 ("SFAS 5"), and not recorded until the uncertainties are satisfied.
During 2005, we recorded a casualty gain totaling $38,000 as a result of physical damage to our facilities caused by Hurricane Wilma, which occurred in the fourth quarter of 2005. This gain represented the excess of the insurance proceeds that we expected to receive of approximately $41,000 over the aggregate net book values of the assets damaged ($3,000). In 2006, we reevaluated the damage caused by the hurricane as well as the cost to repair this damage and any related insurance proceeds. Based on this reevaluation, we recorded an additional casualty gain of $31,000. This gain represents the additional insurance proceeds that we received.
Deferred Revenue: -----------------
Deferred revenue totaling $325,000 at December 31, 2007 ($313,000 at December 31, 2006), consists of prepaid rents, which are recognized when earned.
Environmental Cost: -------------------
The Partnership's 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.
Income Taxes: -------------
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 or state income tax expense is recorded by the Partnership.
Recent Accounting Pronouncements and Guidance:
As of March 21, 2008, there have been no recent accounting pronouncements and guidance, which were not effective for implementation prior to December 31, 2007, that would have a material impact upon reporting the operations or financial position of the Partnership.
PUBLIC STORAGE PROPERTIES IV, LTD. NOTES TO FINANCIAL STATEMENTS December 31, 2007
Segment Reporting: ------------------
The Partnership only has one reportable segment as defined within Statement of Financial Accounting Standards No. 131.
3. CASH DISTRIBUTIONS
The Partnership Agreement requires that cash available for distribution (cash flow from all sources less cash necessary for any obligations or capital improvements) needs to be distributed at least quarterly. During 2006, we paid cash distributions to the limited and general partners totaling $6,480,000 ($162.00 per unit) and $2,247,000, respectively. During 2007, we paid cash distributions to the limited and general partners totaling $8,000,000 ($200.00 per unit) and $2,774,000, respectively. Future distribution rates may be adjusted to levels, which are supported by operating cash flow after 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, Hughes continues to act as a general partner of the Partnership but does not directly receive any compensation, distributions or other consideration from the Partnership.
The general partners have a 1% interest in the Partnership. In addition, the general partners had an 8% interest in cash distributions attributable to operations (exclusive of distributions attributable to sale and financing proceeds) until the limited partners recovered all of their investment. Thereafter, the general partners have a 25% interest in all cash distributions (including sale and financing proceeds). During 1986, the limited partners recovered all of their initial investment. All subsequent 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 transactions have no effect on the results of operations or distributions to partners.
5. RELATED PARTY TRANSACTIONS
Management Agreements and Shared Expenses with Affiliates ---------------------------------------------------------
The Partnership has a 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 2007, 2006 and 2005, the Partnership paid PS $675,000, $678,000 and $643,000, respectively, under 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 Public Storage Pickup and Delivery, LP ("PSPUD"), a subsidiary of PS. Following the commencement of the Performance Agreement in March 2001, the facility was modified to include self-storage and industrial space, with the cost of these improvements
PUBLIC STORAGE PROPERTIES IV, LTD. NOTES TO FINANCIAL STATEMENTS December 31, 2007
entirely funded by PSPUD. The industrial space was constructed for use in PSPUD's containerized storage operations. Under 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 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"). Where the net operating income earned by the Azusa Property is less than these Guaranteed Amounts, PSPUD supplements the Partnership's income. Where the amount earned by the Azusa Property exceeds the Guaranteed Amounts, the excess is remitted to PSPUD. The costs of all capital improvements with respect to the Azusa Property are funded by PSPUD. Included in the line item revenues from affiliate under performance agreement on our accompanying partnership's statements of income, is the net operating income before depreciation with respect to the Azusa Property. The Partnership recorded a total of $1,274,000, $1,225,000 and $1,117,000 in revenue with respect to the Performance Agreement for the years ended December 31, 2007, 2006 and 2005, 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. 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 our accompanying statements of income, amounted to $1,499,000, $1,563,000, and $1,197,000 for the years ended December 31, 2007, 2006 and 2005, respectively.
Ownership Interest by the General Partners ------------------------------------------
In addition to the general partnership interests outlined in Note 4, PS owns 11,365 Limited Partnership Units ("Units"), as to which PS has sole voting and dispositive power.
Hughes and members of his family (the "Hughes Family") own 6,198 Units. Hughes owns 5,892 Units, as to which Hughes has sole voting and dispositive power, through a wholly-owned corporation and Tamara Hughes Gustavson, an adult daughter of Hughes, owns 306 Units as to which Tamara Hughes Gustavson has sole voting and dispositive power; PS has an option to acquire these 306 Units.
In addition, there are 7,299 Units owned by PS Orangeco Partnerships, Inc., a corporation in which Hughes Family owns approximately 48% of the voting stock, PS owns 46% and members of PS's management and related individuals own approximately 6%.
Captive Insurance Activities with PS ------------------------------------
The Partnership has a 1.7% 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, 2007.
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 a wholly owned subsidiary of PS (collectively, this entity and STOR-Re are referred to as the "Captive Entities"). 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
PUBLIC STORAGE PROPERTIES IV, LTD. NOTES TO FINANCIAL STATEMENTS December 31, 2007
American Academy of Actuaries, using a frequency and severity method, for losses incurred but not reported. Determining the liability for unpaid losses and loss adjustment expense is based upon estimates and while we believe that the amount is adequate, the ultimate loss may be in excess of or less than the amounts provided. The methods for making such estimates and for establishing the resulting liability are reviewed quarterly.
The following table sets forth certain condensed consolidated financial information with respect to STOR-Re (representing 100% of this entity's operations and not the Partnership's pro-rata share):
2007 2006 ----------- ---------- (Amounts in thousands) For the year ended December 31, Net investment income........................... $ 871 $ 890 Loss and loss adjustment expense................ 855 (1,053) Other expenses.................................. (248) (234) ----------- ---------- Net income (loss)............................... $ 1,478 $ (397) =========== ========== At December 31, Total assets (primarily cash and other investments)................................. $ 21,732 $ 27,772 Liabilities for losses and loss adjustment expenses..................................... 6,917 11,470 Other liabilities............................... 764 1,314 Member's surplus................................ 14,051 14,988
Premiums paid to the Captive Entities for the years ended December 31, 2007, 2006 and 2005 were $88,000, $97,000 and $77,000, respectively.
Other Activities with PS ------------------------
PS owns a corporation that reinsures policies against losses to goods stored by tenants in the Partnership's and PS' storage facilities. This corporation receives the premiums and bears the risks associated with the re-insurance. The Partnership receives an access fee from this corporation in return for providing tenant listings. This fee is based on the number of spaces the Partnership has to rent. Included in other income on our accompanying statements of income for these fees are $199,000, $110,000 and $108,000 for the years ended December 31, 2007, 2006 and 2005, respectively.
A subsidiary of PS sells locks and boxes and rents trucks to the general public and tenants to be used in securing their spaces and moving their goods. The subsidiary of PS receives the revenues and bears the cost of the activities.
6. TAXES BASED ON INCOME
Taxes based on income are the responsibility of the individual partners and, accordingly, the Partnership's financial statements do not reflect a provision for such taxes.
Taxable net income (unaudited) was $8,715,000, $8,857,000 and $8,583,000 for the years ended December 31, 2007, 2006 and 2005 respectively. The difference between taxable net income and net income is primarily related to depreciation expense resulting from differences in depreciation and capitalization methodologies.
PUBLIC STORAGE PROPERTIES IV, LTD. NOTES TO FINANCIAL STATEMENTS December 31, 2007
7. SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED)
(1) Net income includes gains on disposition of marketable securities totaling $134,000 during the year ended December 31, 2006.
8. COMMITMENTS AND CONTINGENCIES
Legal Proceedings: ------------------
Serrao v. Public Storage, Inc. (filed April 2003) (Superior Court of --------------------------------------------------------------------------- California - Orange County) ---------------------------
The plaintiff in this case filed a suit against PS on behalf of a putative class of renters who rented self-storage units from PS. Plaintiff alleges that PS misrepresented the size of its storage units, has brought claims under California statutory and common law relating to consumer protection, fraud, unfair competition, and negligent misrepresentation, and is seeking monetary damages, restitution, and declaratory and injunctive relief. On November 26, 2007, the Court entered an order dismissing the matter in its entirety without any liability to PS.
Brinkley v. Public Storage, Inc. (filed April 2005) (Superior Court of --------------------------------------------------------------------------- California - Los Angeles County) --------------------------------
The plaintiff sued PS on behalf of a purported class of California non-exempt employees based on various California wage and hour laws and seeking monetary damages and injunctive relief. In May 2006, a motion for class certification was filed seeking to certify five subclasses. Plaintiff sought certification for alleged meal period violations, rest period violations, failure to pay for travel time, failure to pay for mileage reimbursement, and for wage statement violations. In October 2006, the Court declined to certify three out of the five subclasses. The Court did, however, certify subclasses based on alleged meal period and wage statement violations. Subsequently, PS filed a motion for summary judgment seeking to dismiss the matter in its entirety. On June 22, 2007, the Court granted PS' summary judgment motion as to the causes of action relating to the subclasses certified and dismissed those claims. The only surviving claims are those relating to the named plaintiff only. The plaintiff has filed an appeal to the Court's June 22, 2007 summary judgment ruling. An appeal to the Court's June 22, 2007 order granting PS' summary judgment motion is currently pending.
PUBLIC STORAGE PROPERTIES IV, LTD. NOTES TO FINANCIAL STATEMENTS December 31, 2007
Other Items -----------
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, that are not described above. We believe that it is unlikely that the outcome of these other pending legal proceedings including employment and tenant claims, in the aggregate, will have a material adverse effect upon the operations or financial position of the Partnership.
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 and Accumulated Depreciation
2007 2006 --------------- ---------------
Investment in Real Estate Balance at the beginning of the year $ 24,649,000 $ 23,994,000
Disposition of real estate - (67,000) Additions through capital expenditures 311,000 722,000 --------------- --------------- Balance at the end of the year $ 24,960,000 $ 24,649,000 =============== ===============
Accumulated Depreciation Balance at the beginning of the year $ 17,799,000 $ 17,480,000
Disposition of real estate - (64,000) Additions charged to costs and expenses 421,000 383,000 --------------- --------------- $ 18,220,000 $ 17,799,000 =============== ===============
(a) The aggregate depreciable cost, prior to depreciation, of real estate (excluding land) for Federal income tax purposes is $18,669,000 (unaudited).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DATED: March 26, 2008
PUBLIC STORAGE PROPERTIES IV, LTD.
BY: Public Storage General Partner
BY: /s/ John Reyes ------------------------- John Reyes Senior Vice President and Chief Financial Officer
EXHIBIT NO. EXHIBIT INDEX - ----------- ------------------------------------------------------------------
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. Filed herewith.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. Filed herewith.
32 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer. Filed herewith.