SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 2006 or
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[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to .
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Commission File Number: 0-8908
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PUBLIC STORAGE PROPERTIES IV, LTD.
(Exact name of Registrant as specified in its charter)
California 95-3192402
(State or other jurisdiction of (I.R.S. Employer
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incorporation or organization) Identification Number)
701 Western Avenue, Glendale, California 91201-2349
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 244-8080.
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Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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(Title of class)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes [ ] No [ X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).
Large Accelerated Filer [ ] Accelerated Filer [ ] Non-accelerated Filer [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant as of June 30, 2006:
Limited Partner Units, $500.00 Par Value - $24,176,000 (computed on the basis of
$1,600.00 per unit which was the highest reported sale price prior to the
quarter ended June 30, 2006).
1
The number of units outstanding of the registrant's classes of common equity as
of March 30, 2007:
Units of Limited Partnership Interest, $500.00 Par Value - 40,000 units
DOCUMENTS INCORPORATED BY REFERENCE
NONE
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PART I
ITEM 1. BUSINESS
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Forward Looking Statements
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When used within this document, the words "expects," "believes,"
"anticipates," "should," "estimates," and similar expressions are intended to
identify "forward-looking statements" within the meaning of that term in Section
27A of the Securities Exchange Act of 1933, as amended, and in Section 21E of
the Securities Exchange Act of 1934, as amended. Such forward-looking statements
involve known and unknown risks, uncertainties, and other factors, which may
cause the actual results and performance of the Public Storage Properties IV,
Ltd., (the "Partnership") to be materially different from those expressed or
implied in the forward looking statements. Such factors are described in Item
1A, "Risk Factors" and include changes in general economic conditions and in the
markets in which the Partnership operates and the impact of competition from new
and existing storage and commercial facilities and other storage alternatives,
which could impact rents and occupancy levels at the Partnership's facilities;
the impact of the regulatory environment as well as national, state, and local
laws and regulations, which could increase the Partnership's expense and reduce
the Partnership's cash available for distribution; and economic uncertainty due
to the impact of war or terrorism could adversely affect our business plan. We
disclaim any obligation to publicly release the results of any revisions to
these forward-looking statements reflecting new estimates, events or
circumstances after the date of this report.
General
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The Partnership is a publicly held limited partnership formed under the
California Uniform Limited Partnership Act in 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
independent public accountants. The Partnership has also reported quarterly to
the SEC on Form 10-Q and includes unaudited financial statements with such
filings. The Partnership expects to continue such reporting. On an annual basis,
the Partnership mails the audited financial statements and related footnotes to
all limited partners.
The public may read and copy any materials this Partnership files with
the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington,
DC 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-732-0330. The partnership does not
maintain a website. However, the SEC maintains an Internet site that contains
reports, proxy and information statements, and other information regarding
issuers, including the Partnership, that file electronically with the SEC at
http://www.sec.gov.
In 1995, there were a series of mergers among Public Storage
Management, Inc. (which was the Partnership's self-storage facilities operator),
Public Storage, Inc. (which was one of the Partnership's general partners) and
their affiliates (collectively, "PSMI"), culminating in the November 16, 1995
merger (the "PSMI Merger") of PSMI into Storage Equities, Inc., a real estate
investment trust ("REIT") organized as a California corporation. In the PSMI
Merger, Storage Equities, Inc. was renamed Public Storage, Inc. ("PSI") and PSI
acquired substantially all of PSMI's United States real estate operations and
became a co-general partner of the Partnership and the operator of the
Partnership's self-storage facilities.
The Partnership's general partners are PSI and B. Wayne Hughes
("Hughes") (collectively referred to as the "General Partners"). Hughes has been
a general partner of the Partnership since its inception. Hughes is chairman of
the board of PSI, and was its chief executive officer through November 7, 2002,
and Hughes and members of his family (the "Hughes Family") are the major
shareholders of PSI.
The Partnership is managed and its investment decisions are made by
Hughes and the executive officers and directors of PSI. The limited partners of
the Partnership have no right to participate in the operation or conduct of its
business and affairs.
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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
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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 United States. 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
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Self-storage facilities are designed to offer accessible storage space
for personal and business use at a relatively low cost. A user rents a fully
enclosed space, which is for the user's exclusive use and to which only the user
has access on an unrestricted basis during business hours. On-site operation is
the responsibility of property managers who are supervised by district managers.
Some self-storage facilities also include rentable uncovered parking areas for
vehicle storage. Leases for self-storage space may be on a long-term or
short-term basis, although typically spaces are rented on a month-to-month
basis. Rental rates vary according to the location of the property and the size
of the storage space.
Users of space in self-storage facilities include both individuals and
large and small businesses. Individuals usually employ this space for storage
of, among other things, furniture, household appliances, personal belongings,
motor vehicles, boats, campers, motorcycles and other household goods.
Businesses normally employ this space for storage of excess inventory, business
records, seasonal goods, equipment and fixtures.
Self-storage facilities in which the Partnership has invested generally
consist of three to seven buildings containing an aggregate of between
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 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.
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Operating Strategies
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The Partnership's self-storage facilities are operated by PSI 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 "Public Storage's" name recognition. PSI has more
than 20 years of operating experience in the self-storage
business. PSI has informed the Partnership that it is the largest
self-storage facility operator in the United States in terms of
both number of facilities and rentable space operated. PSI
believes that its marketing and advertising programs improve its
competitive position in the market. PSI's in-house Yellow Pages
staff designs and places advertisements in directories in
virtually all markets in which it operates. Customers calling
either PSI's toll-free telephone referral system, (800) 44-STORE,
or a self-storage facility are directed to PSI's reservation
system where a trained representative discusses with the customer
space requirements, price and location preferences and also
informs the customer of other products and services provided by
PSI. The telephone reservation system supports rental activity at
all of the Partnership's properties.
o Maintain high occupancy levels and increase annual realized
rents. Subject to market conditions, the Partnership generally
seeks to 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 91% and 91% in 2006 and 2005, respectively. Annual realized
rents per occupied square foot increased from $14.47 in 2005 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 PSI.
See Note 5 to the Partnership's financial statements for
additional information.
o Systems and controls. PSI has an organizational structure and a
property operation system which links its corporate office with
each self-storage facility. This enables PSI to obtain daily
information from each facility and to achieve efficiencies in
operations and maintain control over its space inventory, rental
rates, promotional discounts and delinquencies. Expense
management is achieved through centralized payroll and accounts
payable systems and a comprehensive property tax appeals
department, and PSI has an extensive internal audit program
designed to ensure proper handling of cash collections.
o Professional property operation. There are approximately 6,000
persons who render services for the Public Storage system,
primarily personnel engaged in property operations, substantially
all of whom are employed by a clearing company that provides
certain administrative and cost-sharing services to PSI and other
owners of properties operated by PSI.
Property Operator
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The Partnership's self-storage facilities are managed by PSI (as
successor to PSMI) pursuant to a Management Agreement.
Under the supervision of the Partnership, PSI coordinates the operation
of the facilities, establishes rental policies and rates, directs marketing
activity and directs the purchase of equipment and supplies, maintenance
activity and the selection and engagement of all vendors, supplies and
independent contractors.
PSI engages, at the expense of the Partnership, employees for the
operation of the Partnership's facilities, including property managers,
assistant managers, relief managers, and billing and maintenance personnel. Some
or all of these employees may be employed on a part-time basis and may also be
employed by other persons, partnerships, real estate investment trusts or other
entities owning facilities operated by PSI.
In the purchasing of services such as advertising (including broadcast
media advertising) and insurance, PSI attempts to achieve economies by combining
the resources of the various facilities that it operates. Facilities operated by
PSI have historically carried comprehensive insurance, including fire,
earthquake, liability and extended coverage.
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PSI has systems for managing space inventories, accounting and handling
delinquent accounts, including a computerized network linking PSI operated
facilities. Each project manager is furnished with detailed operating procedures
and typically receives facilities management training from PSI. Form letters
covering a variety of circumstances are also supplied to the project managers. A
record of actions taken by the project managers when delinquencies occur is
maintained.
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, PSI adopts promotional programs, such as
temporary rent reductions, in selected areas or for individual facilities.
For as long as the Management Agreement between the Partnership and PSI
is in effect, PSI has granted the Partnership a non-exclusive license to use two
PSI service marks and related designs including the "Public Storage" name in
conjunction with rental and operation of facilities managed pursuant to the
Management Agreement. Upon termination of the Management Agreement, the
Partnership would no longer have the right to use the service marks and related
designs. The General Partners believe that the loss of the right to use the
service marks and related designs could have a material adverse effect on the
Partnership's business.
The Management Agreement between the Partnership and PSI provides that
the Management Agreement may be terminated without cause upon 60 days written
notice by the Partnership or six months notice by PSI.
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 PSI. See Item 13
below for more information.
Competition
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Local market conditions play a significant role in how competition will
affect the Partnership's operations. Competition from other self-storage and
other storage alternatives in the market areas in which the Partnership operates
is significant and affects the occupancy levels, rental rates and operating
expenses of certain of the Partnership's facilities. Any increase in
availability of funds for investment in real estate may accelerate competition.
Further development of self-storage facilities may intensify competition among
self-storage facilities in the market areas in which the Partnership operates.
In addition to competition from self-storage facilities operated by PSI, there
are other publicly traded REITs and numerous regional and local operators. The
Partnership believes that the significant operating and financial experience of
PSI, and the "Public Storage" brand name recognition should enable the
Partnership to continue to compete effectively with other entities.
Other Business Activities
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A corporation that reinsures policies against losses to goods stored by
tenants in PSI's storage facilities was purchased by PSI from Mr. Hughes and
members of his family (the "Hughes Family") on December 31, 2001. We believe
that the availability of insurance reduces our potential liability to tenants
for losses to their goods from theft or destruction. This corporation receives
the premiums and bears the risks associated with the re-insurance.
A subsidiary of PSI sells locks and boxes and rents trucks to the
general public and tenants to be used in securing their spaces and moving their
goods. The subsidiary receives the revenues and bears the cost of the
activities. We believe that the availability of locks and boxes for sale and the
rental of trucks promote the rental of spaces.
Federal Income Tax
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Public Storage Properties 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
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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
PSI.
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ITEM 1A. RISK FACTORS
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In addition to the other information in our Form 10-K, you should
consider the following factors in evaluating the Partnership:
THE GENERAL PARTNERS 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 PSI 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; and
o changes in tax, real estate and zoning laws.
There is significant competition among self-storage facilities and from
other storage alternatives. All of our properties are self-storage facilities,
which generated substantially all of our revenue for the year ended December 31,
2006. 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
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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.
PUBLIC STORAGE'S ACQUISITION OF SHURGARD 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 and
Europe. The Shurgard merger did 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 self-storage
facilities previously owned by Shurgard, 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
former Shurgard 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 United States or its businesses or
interests. Attacks or armed conflicts that directly impact one or more of our
properties could significantly affect our ability to operate those properties
and thereby impair our operating results. Further, we may not have insurance
coverage for losses caused by a terrorist attack. Such insurance may not be
available, or if it is available and we decide to obtain such terrorist
coverage, the cost for the insurance may be significant in relationship to the
risk overall. In addition, the adverse effects that such violent acts and
threats of future attacks could have on the U.S. economy could similarly have a
material adverse effect on our business and results of operations. Finally,
further terrorist acts could cause the United States to enter into a wider armed
conflict, which could further impact our business and operating results.
DEVELOPMENTS IN CALIFORNIA MAY HAVE AN ADVERSE IMPACT ON OUR BUSINESS
AND OPERATING RESULTS AND COULD DECREASE THE VALUE OF OUR ASSETS.
8
All 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.
OUR OWNERSHIP INTEREST IN STOR-RE MAY LOSE VALUE OR BECOME A LIABILITY.
The Partnership has a 1.6% ownership interest in STOR-Re Mutual
Insurance Corporation ("STOR-Re"), which was formed in 1994 as an association
captive insurance company, and is controlled by PSI. STOR-Re provided limited
property and liability insurance coverage to the Partnership, PSI, and
affiliates of PSI for losses occurring prior to April 1, 2004. Liabilities for
losses and loss adjustment expenses include an amount determined from loss
reports and individual cases and an amount, based on recommendations from an
outside actuary that is a member of the American Academy of Actuaries, using a
frequency and severity method, for losses incurred but not reported. Determining
the liability for unpaid losses and loss adjustment expense is based upon
estimates and while we believe that the amount is adequate, the ultimate loss
may be in excess of or less than the amounts provided, which may result in a
reduction in the value of the Partnership's investment or could result in future
payments to STOR-Re if its reserves were determined to be inadequate. Financial
data with respect to STOR-Re is included in Note 5 to the Partnership's December
31, 2006 financial statements.
ITEM 1B. UNRESOLVED STAFF COMMENTS
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Not applicable.
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ITEM 2. PROPERTIES
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The following table sets forth information as of December 31, 2006
about properties owned by the Partnership:
Completion
Location Size of Parcel Net Rentable Area Number of Spaces Date of Purchase Date
- -------------------------- ---------------- ------------------ ----------------- ---------------- ----------------
CALIFORNIA
Azusa 5.85 acres 102,000 sq. ft. 980 July 14, 1978 Nov. 1978
Concord 2.87 acres 52,000 sq. ft. 522 June 20, 1978 Jan. 1979
Oakland 1.97 acres 41,000 sq. ft. 368 Oct. 11, 1978 Apr. 1979
Pasadena 1.82 acres 37,000 sq. ft. 340 July 19, 1978 Nov. 1978
Redlands 3.44 acres 63,000 sq. ft. 580 Aug. 24, 1978 Feb. 1979
Richmond 1.82 acres 35,000 sq. ft. 350 Aug. 23, 1978 Mar. 1979
Riverside 2.47 acres 45,000 sq. ft. 389 Jan. 2, 1979 May 1979
Sacramento
Howe Avenue 2.36 acres 41,000 sq. ft. 376 Dec. 14, 1978 Aug. 1979
Sacramento
West Capitol 3.38 acres 44,000 sq. ft. 457 Jan. 5, 1979 June 1979
San Carlos 2.80 acres 51,000 sq. ft. 458 Jan. 30, 1979 Oct. 1979
Santa Clara 4.45 acres 75,000 sq. ft. 691 Dec. 22, 1978 June 1979 and
July 1981
Tustin 4.40 acres 67,000 sq. ft. 560 July 3, 1978 Dec. 1978
FLORIDA
Miami Airport
Expressway 1.70 acres 29,000 sq. ft. 269 Aug. 24, 1978 Jan. 1979
Miami
Cutler Ridge 2.30 acres 46,000 sq. ft. 483 Sept. 6, 1978 Apr. 1979
Pembroke Park 2.35 acres 49,000 sq. ft. 446 Sept. 1, 1978 July 1979
Ft. Lauderdale
I95 & 23rd Ave. 2.77 acres 45,000 sq. ft. 503 Nov. 9, 1978 Sept. 1979
Ft. Lauderdale
I95 & Sunrise 3.32 acres 56,000 sq. ft. 558 Dec. 4, 1979 Sept. 1979
The weighted average occupancy level for the self-storage facilities
was 91% and 91% for 2005 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, 2006, none of the properties were encumbered.
ITEM 3. LEGAL PROCEEDINGS
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Serrao v. Public Storage, Inc. (filed April 2003)
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(Superior Court - Orange County)
--------------------------------
The plaintiff in this case filed a suit against PSI on behalf of a
putative class of renters who rented self-storage units from PSI. Plaintiff
alleges that PSI misrepresented the size of its storage units, has brought
claims under California statutory and common law relating to consumer
protection, fraud, unfair competition, and negligent misrepresentation, and is
seeking monetary damages, restitution, and declaratory and injunctive relief.
The claim in this case is substantially similar to those in Henriquez
v. Public Storage, Inc., which was disclosed in prior reports. In January 2003,
the plaintiff caused the Henriquez action to be dismissed.
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Based upon the uncertainty inherent in any putative class action, PSI
cannot presently determine the potential damages, if any, or the ultimate
outcome of this litigation. On November 3, 2003, the court granted PSI's motion
to strike the plaintiff's nationwide class allegations and to limit any putative
class to California residents only. In August 2005, PSI filed a motion to remove
the case to federal court, but the case has been remanded to the Superior Court.
PSI is vigorously contesting the claims upon which this lawsuit is based,
including class certification efforts.
Brinkley et al v. Public Storage, Inc. (filed April, 2005)
-------------------------------------------------------------
(Superior court of California - Los Angeles County)
---------------------------------------------------
The plaintiff sued PSI 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. The maximum
potential liability cannot presently be estimated. PSI intends to vigorously
contest the substantive merits of the two remaining subclasses that were
certified. PSI does not believe that this matter will have any material adverse
effect on the results of operations of the Partnership.
Other Items
-----------
PSI and the Partnership are a party to various claims, complaints, and
other legal actions that have arisen in the normal course of business from time
to time, that are not described above. We believe that it is unlikely that the
outcome of these other pending legal proceedings including employment and tenant
claims, in the aggregate, will have a material adverse effect upon the
operations or financial position of the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended December 31, 2006.
11
PART II
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, 2006, there were approximately 959 unitholders of record.
Distributions to the general and limited partners of all cash available
for distribution (as defined) are made quarterly. Cash available for
distribution is generally funds from operations of the Partnership, without
deduction for depreciation, but after deducting funds to pay or establish
reserves for all other expenses (other than incentive distributions to the
general partner) and capital improvements, plus net proceeds from any sale or
financing of the Partnership's properties.
Reference is made to Item 6 and 7 hereof for information on the amount
of such distributions.
ITEM 6. SELECTED FINANCIAL DATA
-----------------------
For the Year Ended December 31, 2006 2005 2004 2003 2002
- ------------------------------------ ----------------- ---------------- ---------------- ---------------- -----------------
Revenues $ 12,819,000 $ 12,271,000 $ 12,210,000 $ 11,672,000 $ 11,165,000
Depreciation and amortization 383,000 356,000 565,000 942,000 951,000
Casualty gain 31,000 38,000 - - -
Gain on disposition of marketable
securities (1) 134,000 15,633,000 - - -
Net income 8,862,000 24,190,000 8,233,000 7,537,000 7,311,000
Limited partners' share 6,613,000 16,458,000 6,284,000 5,648,000 5,345,000
General partners' share 2,249,000 7,732,000 1,949,000 1,889,000 1,966,000
Limited partners' per unit data (2)
Net income $165.33 $411.45 $157.10 $141.20 $133.63
Cash Distributions $162.00 $158.68 $140.00 $136.00 $142.00
As of December 31,
- ------------------------------------
Cash and cash equivalents $ 2,525,000 $ 2,571,000 $ 2,595,000 $ 1,587,000 $ 698,000
Total Assets $ 9,725,000 $ 9,721,000 $ 31,000,000 $ 25,526,000 $ 21,012,000
(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.
12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
-------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
The following discussion should be read in conjunction with the
Partnership's financial statements and notes thereto.
Forward Looking Statements
- --------------------------
When used within this document, the words "expects," "believes,"
"anticipates," "should," "estimates," and similar expressions are intended to
identify "forward-looking statements" within the meaning of that term in Section
27A of the Securities Exchange Act of 1933, as amended, and in Section 21E of
the Securities Exchange Act of 1934, as amended. Such forward-looking statements
involve known and unknown risks, uncertainties, and other factors, which may
cause the actual results and performance of the Partnership to be materially
different from those expressed or implied in the forward looking statements.
Such factors are described in Item 1A, "Risk Factors" and include changes in
general economic conditions and in the markets in which the Partnership operates
and the impact of competition from new and existing storage and commercial
facilities and other storage alternatives, which could impact rents and
occupancy levels at the Partnership's facilities; the impact of the regulatory
environment as well as national, state, and local laws and regulations, which
could increase the Partnership's expense and reduce the Partnership's cash
available for distribution; and economic uncertainty due to the impact of war or
terrorism could adversely affect our business plan. We disclaim any obligation
to publicly release the results of any revisions to these forward-looking
statements reflecting new estimates, events or circumstances after the date of
this report.
Overview
- --------
The self-storage industry is highly fragmented and is composed
predominantly of numerous local and regional operators. Competition in the
markets in which we operate is significant and has increased over the past
several years due to additional development of self-storage facilities. We
believe that the increase in competition has had a negative impact to the
Partnership's occupancy levels and rental rates in many markets. However, we
believe that the Partnership's affiliation with PSI provides several
distinguishing characteristics that enable the Partnership to compete
effectively with other owners and operators.
PSI is the largest owner and operator of self-storage facilities in the
United States. All of PSI's facilities in the United States are operated under
the "Public Storage" brand name, which we believe is the most recognized and
established name in the self-storage industry. Market concentration establishes
PSI as one of the dominant providers of self-storage space in most markets in
which PSI operates and enables PSI to use a variety of promotional activities,
such as television advertising as well as targeted discounting and referrals,
which are generally not economically viable to most of PSI's competitors.
We will continue to focus our growth strategies on improving the
operating performance of our existing self-storage properties primarily through
increases in revenues achieved through the telephone reservation center and
associated marketing efforts. We expect future increases in rental income to
come primarily from increases in realized rent, although there can be no
assurance.
CRITICAL ACCOUNTING POLICIES
- ----------------------------
IMPAIRMENT OF REAL ESTATE
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, 2006. 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.
13
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, the timing of the recognition of our expenses could be incorrect.
Cost of operations, interest expense, general and administrative expense, as
well as television, yellow page, and other advertising expenditures are expensed
as incurred.
RESULTS OF OPERATIONS
- ---------------------
YEAR ENDED DECEMBER 31, 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 dividend 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% and 91% in 2006 and 2005, respectively.
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 Public Storage Pickup and Delivery, LP
("PSPUD"), a subsidiary of PSI. See Note 5 to the Partnership's financial
statements for additional information.
On March 31, 2005, we distributed substantially all of the Public
Storage common stock 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 stock 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 remaining shares of Public Storage stock on the open market and
recorded a gain of $134,000. See Note 2 to the Partnership's financial
statements for additional information.
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 for the year ended December 31, 2006
compared to $356,000 for the same period 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%. 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.
14
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.
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. Please see Note 2
"Accounting for Casualties" to the Partnership's financials for further
description.
YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004:
The Partnership's net income was $24,190,000 in 2005 compared to
$8,233,000 in 2004, representing an increase of $15,957,000. Net income
increased primarily due to a gain on disposition of marketable securities of an
affiliate totaling $15,633,000 (described below).
During 2005 property net operating income (rental income less cost of
operations, management fees paid to an affiliate and depreciation expense) was
$7,092,000 in 2005 compared to $6,446,000 in 2004, representing an increase of
$646,000 or 10%. This increase is attributable to an increase in rental
revenues, partially offset by a decrease to cost of operations, at the
Partnership's self-storage facilities.
Rental income was $10,726,000 in 2005 compared to $10,325,000 in 2004,
representing an increase of $401,000 or 4%. 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% and 92% in 2005 and 2004, respectively.
The annual realized rent per occupied square foot was $14.47 in 2005 compared to
$13.83 in 2004.
On March 31, 2005, we distributed substantially all of the Public
Storage common stock 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 stock 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
$203,000 in 2005 from $718,000 in 2004. Based upon shares held by the
partnership at December 31, 2005, we expect dividend income to be approximately
$32,000 in 2006. See Note 2 to the Partnership's financial statements for
additional information.
Cost of operations (including management fees paid to an affiliate)
decreased $36,000 or 1% to $3,278,000 in 2005 from $3,314,000 in 2004. This
decrease is attributable to decreased in repairs and maintenance and eviction
costs partially offset by increased management fees as a result of higher
revenues.
Depreciation expense was $356,000 for the year ended December 31, 2005
compared to $565,000 for the same period in 2004, a decrease of $209,000 or 37%.
The decrease in depreciation expense is primarily related to the initial
development costs of buildings for many self-storage facilities becoming fully
depreciated.
Revenues from Affiliate under the Performance Agreement increased
$51,000 or 5% to $1,117,000 in 2005 from $1,066,000 in 2004. These amounts
include the pre-depreciation net income of the facility that has self-storage
and containerized storage operations.
During 2005, a casualty gain pertaining to the Hurricanes Katrina and
Wilma, in the amount of $38,000 was recorded. Please see Note 2 "Accounting for
Casualties" to the Partnership's financials for further description.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash flows from operating activities of $9,010,000 for the year ended
December 31, 2006 were sufficient to meet all current obligations of the
Partnership. During 2006, the Partnership incurred $722,000 of capital
improvements compared to $322,000 in 2005 and $365,000 in 2004. The capital
improvements in 2006 include approximately $322,000 related to repairing
hurricane damage. For 2007, we have budgeted $161,000 for capital expenditures,
including remaining amounts to restore our facilities from hurricane damage.
15
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.
At December 31, 2004, we held 381,980 shares of Public Storage common
stock and 12,412 shares of Public Storage Equity Stock, Series A. On March 31,
2005, we distributed all but 624 shares of our holdings of Public Storage common
stock on a pro-rata basis to unitholders. At December 31, 2005, we held 624
shares and 12,412 shares, respectively, of Public Storage, Inc.'s common stock
and Equity Stock, Series A (marketable securities) with a fair value totaling
$386,000 (cost of $259,000 at December 31, 2005) in Public Storage, Inc. In
December 2006, we sold all remaining marketable securities and recorded a
realized gain of $134,000 in our statement of income for the year ended December
31, 2006.
As a result of the distribution, dividends received by the Partnership
declined to $23,000 in 2006, as compared to $203,000 in 2005 and $718,000 in
2004.
DISTRIBUTIONS
The Partnership Agreement requires that cash available for distribution
(cash flow from all sources less cash necessary for any obligations or capital
improvement) needs to be distributed at least quarterly. Distributions to the
limited and general partners for the years 1978-1991 aggregated $62,032,000
including $29,360,000 distributed to the partners in 1988 in connection with a
financing of the properties. In the third quarter of 1991, quarterly
distributions were discontinued to enable the Partnership to increase its funds
available for debt principal payments. As all debt service was repaid as of
December 31, 2001, the Partnership resumed quarterly distributions beginning in
the first quarter of 2002.
We paid cash distributions during 2006 to the limited and general
partners totaling $6,480,000 ($162.00 per unit) and $2,247,000, respectively. We
paid distributions during 2005 to the limited and general partners totaling
$6,347,000 ($158.68 per unit) and $2,201,000, respectively. Future distribution
rates may be adjusted to levels which are supported by operating cash flow after
capital improvements and any other necessary obligations.
As discussed above, on March 31, 2005, we distributed all of our
holdings of Public Storage common stock on a pro-rata basis to unitholders of
record as of January 1, 2005, totaling $16,123,000 ($403.08 per unit) and
$5,591,000, respectively, to the limited and general partners.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
As of December 31, 2006, the Partnership had no outstanding debt.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The Partnership's financial statements are included elsewhere herein.
Reference is made to the Index to Financial Statements and Financial Statement
Schedule in Item 15(a).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
--------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
-----------------------
Public Storage, Inc. maintains disclosure controls and procedures that
are designed to ensure that information required to be disclosed in reports the
Partnership files and submits under the Exchange Act, is recorded, processed,
summarized and reported within the time periods specified in accordance with SEC
guidelines and that such information is communicated to the Partnership's
management, including its Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure based on the definition
of "disclosure controls and procedures" in Rule 13a-15(e) of the Exchange Act.
In designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives.
16
At the end of the period covered by this report, Public Storage, Inc.
carried out an evaluation, under the supervision and with the participation of
the Partnership's management, including Public Storage, Inc.'s Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of the Partnership's disclosure controls and procedures. Based upon
that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Partnership's disclosure controls and procedures were
effective. During the fourth quarter of 2006, there were no significant changes
in the Partnership's internal controls over financial reporting that have
materially affected, or are reasonably likely to materially affect, the
Partnership's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
-----------------
Not applicable
17
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
---------------------------------------------------
The Partnership has no directors or executive officers.
The Partnership's General Partners are PSI and B. Wayne Hughes. PSI,
acting through its directors and executive officers, and Mr. Hughes manage and
make investment decisions for the Partnership. The self-storage facilities are
managed by PSI pursuant to a Management Agreement.
Pursuant to the Partnership's Amended Certificate and Agreement of
Limited Partnership (the "Partnership Agreement"), a copy of which is included
in the Partnership's prospectus included in the Partnership's Registration
Statement, each of the General Partners continues to serve until (i) death,
insanity, insolvency, bankruptcy or dissolution, (ii) withdrawal with the
consent of the other general partner and a majority vote of the limited
partners, or (iii) removal by a majority vote of the limited partners.
The names of all directors and executive officers of PSI, the offices
held by each of them with PSI, and their ages and business experience during the
past five years are as follows:
Name Positions with PSI
B. Wayne Hughes Chairman of the Board
Chief Executive Officer, Vice Chairman of the Board and
Ronald L. Havner, Jr. President
John Reyes Senior Vice President and Chief Financial Officer
John S. Baumann Senior Vice President and Chief Legal Officer
John E. Graul Senior Vice President and President,
Self-storage Operations
Candace N. Krol Senior Vice President of Human Resources
David F. Doll Senior Vice President and President, Real Estate Group
Harvey Lenkin Director
B. Wayne Hughes, Jr. Director
Dann V. Angeloff Director
William C. Baker Director
John T. Evans Director
Uri P. Harkham Director
Gary E. Pruitt Director
Daniel C. Staton Director
B. WAYNE HUGHES, age 73, has been a director of PSI 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 engaged
in the acquisition and operation of commercial properties in California. 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 PSI's Board.
RONALD L. HAVNER, JR., age 49, has been the Vice-Chairman, Chief
Executive Officer and a director of PSI since November 2002 and President since
July 1, 2005. Mr. Havner joined PSI in 1986 and held a variety of senior
management positions until his appointment as Vice-Chairman and Chief Executive
Officer in 2002. Mr. Havner has been Chairman of PSI's affiliate, PS Business
Parks, Inc. (PSB), since March 1998 and was Chief Executive Officer of PSB from
March 1998 until August 2003. He is also a member of the Board of Governors and
the Executive Committee of the National Association of Real Estate Investment
Trusts, Inc. (NAREIT) and a director of Union BanCal Corporation and Pac Van,
Inc.
DANN V. ANGELOFF, age 71, Chairman of the Nominating/Corporate
Governance Committee and a member of the Compensation Committee, has been a
director of PSI since its organization in 1980. Mr. Angeloff has been President
18
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
PSI. He is a director of Bjurman, Barry Fund, Inc., Electronic Recyclers
International, Nicholas/Applegate Fund, ReadyPac Foods, Retirement Capital Group
and SoftBrands, Inc.
WILLIAM C. BAKER, age 73, a member of Nominating/Corporate Governance
Committee, became a director of PSI 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 La Quinta, Inc., California Pizza Kitchen, Javo Beverage Company and
Callaway Golf Company.
JOHN T. EVANS, age 68, Chairman of the Audit Committee and member of
the Nominating/Corporate Governance Committee, became a director of PSI in
August 2003. Mr. Evans has been a partner in the law firm of Osler, Hoskin &
Harcourt LLP, Toronto, Canada from April 1993 to the present and in the law firm
of Blake, Cassels & Graydon LLP, Toronto, Canada from April 1966 to April 1993.
Mr. Evans specializes in business law matters, securities, restructurings,
mergers and acquisitions and advising on corporate governance. Mr. Evans is a
director of Cara Operations Inc., Kubota Metal Corporation, and 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 58, a member of the Compensation Committee, became
a director of PSI 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 47, became a director of PSI in January 1998.
He was employed by PSI from 1989 to 2002, serving as Vice President -
Acquisitions of PSI from 1992 to 2002. Mr. Hughes, Jr. is currently 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 70, became a director of PSI in 1991. Mr. Lenkin
retired as President and Chief Operating Officer of PSI in 2005, and was a
consultant for Public Storage until July 1, 2006. Mr. Lenkin was employed by PSI
or its predecessor for 27 years. He has been a director of PSI's affiliate, PS
Business Parks, Inc., since March 1998 and was President of PSB 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 director of PSI in August 2006 in connection
with the merger of Shurgard Storage Centers, Inc. with PSI. Mr. Pruitt was
previously a director of Shurgard. He is the 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. He was a certified
public accountant prior to joining Univar.
DANIEL C. STATON, age 54, Chairman of the Compensation Committee and a
member of the Audit Committee, became a director of PSI in March 1999 in
connection with the merger of Storage Trust Realty, with PSI. Mr. Staton was
Chairman of the Board of Trustees of Storage Trust Realty from February 1998
until March 1999 and a Trustee of Storage Trust Realty from November 1994 until
March 1999. He is 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. 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.
19
Each director of PSI serves until he resigns or is removed from office
by PSI, and may resign or be removed from office at any time with or without
cause. Each officer of PSI serves until he resigns or is removed by the board of
directors of PSI. Any such officer may resign or be removed from office at any
time with or without cause.
There have been no events under any bankruptcy act, no criminal
proceedings, and no judgments or injunctions material to the evaluation of the
ability of any director or executive officer of PSI during the past five years.
The members of the PSI Audit Committee of the Board are: John T. Evans
(Chairman), Daniel C. Staton, and Gary E. Pruitt. The Board of PSI 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. Abernethy and Staton are each independent within the
meaning of Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.
The financial records of the Partnership are maintained and prepared by
employees of PSI. The Board of Directors of PSI has adopted a code of ethics for
its senior financial officers. The Code of Ethics applies to those persons
serving as PSI's principal executive officer, principal financial officer and
principal accounting officer. A copy of the Code of Ethics is available by
written request from the Secretary of PSI at 701 Western Ave., Glendale, CA
91201-2349.
ITEM 11. EXECUTIVE COMPENSATION
----------------------
The Partnership has no subsidiaries, directors or officers. See Item 13
for a description of certain transactions between the Partnership and its
General Partners and their affiliates.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
-------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS
---------------------------
(a) At March 30, 2007, the following beneficially owned more than 5% of
the Units:
Title Name and Address Beneficial Percent
of Class of Beneficial Owners Ownership of Class
- ---------------------- -------------------------------------------- ------------------- ----------------
Units of Limited Public Storage, Inc. 11,671 Units (1) 29.2%
Partnership Interest 701 Western Avenue
Glendale, California 91201
Units of Limited B. Wayne Hughes, Tamara Hughes Gustavson, 13,497 Units (2) 33.7%
Partnership Interest PS Orangeco Partnerships, Inc.
701 Western Avenue
Glendale, California 91201
(1) Includes (i) 11,365 Units owned by PSI as to which PSI has sole voting
and dispositive power, and (ii) 306 Units which PSI 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;
PSI 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,
PSI owns 46% and members of PSI's management and related individuals
own approximately 6%.
(b) The Partnership has no officers and directors. The General Partners
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 PSI and $40,404 was contributed by
Mr. Hughes). In 1995, Mr. Hughes contributed his ownership and rights to
20
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 PSI and Hughes, the
General Partners, is set forth under section (a) above. Dann V. Angeloff, a
director of PSI, beneficially owns nine Units (0.02% of the Units). The
directors and executive officers of PSI (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. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The Partnership Agreement provides that the General Partners will be
entitled to cash incentive distributions in an amount equal to (i) 8% of
distributions of cash flow from operations until the distributions to all
partners from all sources equal their capital contributions; thereafter, 25% of
distributions of cash flow from operations, and (ii) 25% of distributions from
net proceeds from sale and financing of the Partnership's properties remaining
after distribution to all partners of any portion thereof required to cause
distributions to partners from all sources to equal their capital contributions.
During 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, PSI and BWH Marinas own 11,365 and 5,892 Units, respectively. During
2006, PSI and BWH Marinas received $1,798,000 and $450,000 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, PSI and the Hughes Family, respectively, received
$1,841,000 and $955,000 of cash distributions.
The Partnership has a Management Agreement with PSI (as
successor-in-interest to PSMI). Under the Management Agreement, the Partnership
pays PSI a fee of 6% of the gross revenues of the self-storage facilities
operated for the Partnership. For as long as the Management Agreement is in
effect, PSI has granted the Partnership a non-exclusive license to use two PSI
service marks and related designs, including the "Public Storage" name, in
conjunction with rental and operation of facilities managed pursuant to the
Management Agreement. Upon termination of the Management Agreement, the
Partnership would no longer have the right to use the service marks and related
designs. The General Partners believe that the loss of the right to use the
service marks and related designs could have a material adverse effect on the
Partnership's business. The Management Agreement with PSI provides that the
Management Agreement may be terminated without cause upon 60 days written notice
by the Partnership or six months notice by PSI. During 2006, 2005 and 2004, the
Partnership paid fees of $678,000, $643,000 and $619,000, respectively, to PSI
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 PSI. 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 PSI 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 $1,225,000, $1,117,000 and $1,066,000 in revenue with respect to the
Performance Agreement for the years ended December 31, 2006, 2005 and 2004,
respectively.
21
In addition, the Partnership combines its insurance purchasing power
with PSI through captive insurance entities controlled by PSI (see Note 5 to the
Partnership's financial statements). The captive entities provide limited
property and liability insurance to the Partnership at commercially competitive
rates. The Partnership and PSI also utilize unaffiliated insurance carriers to
provide property and liability insurance in excess of the captive entities'
limitations. Premiums paid to the captive entities for the years ended December
31, 2006, 2005 and 2004 were $97,000, $77,000 and $138,000, respectively.
The Partnership's facilities, along with facilities owned by PSI and
its affiliates, are managed and marketed jointly by PSI in order to take
advantage of scale and other efficiencies. Joint costs are allocated on a
methodology meant to fairly allocate such costs. 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, amounted to $1,563,000, $1,197,000,
and $1,278,000 for the years ended December 31, 2006, 2005, and 2004,
respectively.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
--------------------------------------
Fees billed to the Partnership by Ernst & Young LLP for 2006 and 2005
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 $18,000 for 2006 and $16,000 for 2005.
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 $10,000 for 2006 and $10,000 for 2005.
Audit-Related Fees and Other Fees: During 2006 and 2005 Ernst & Young
LLP did not bill the Partnership for audit-related services or any
other services, except audit services and tax services denoted above.
The Audit Committee of PSI pre-approves all services performed by Ernst
& Young LLP, including those listed above. At this time, the Audit
Committee has not delegated pre-approval authority to any member or
members of the Audit Committee.
22
PART IV
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.
23
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 references.
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, Inc. Previously filed
with the Securities and Exchange Commission as an exhibit to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1996 and incorporated herein by reference.
14 Code of Ethics for Senior Financial Officers of Public Storage, Inc.
Filed with the Partnership's Annual Report on Form 10-K for the year
ended December 31, 2003 and incorporated herein by reference.
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
signed and dated by Ronald L. Havner, Jr. Filed herewith.
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
signed and dated by John Reyes. Filed herewith.
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. Furnished herewith.
24
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 30, 2007 By: Public Storage, Inc., 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, Inc.,
Corporate General Partner
By: /s/ B. Wayne Hughes
-------------------------
B. Wayne Hughes, General Partner and
Chairman of the Board of Public Storage, Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Partnership in the capacities and on the dates indicated.
Signature Capacity Date
- ---------------------------------------- -------------------------------------------------- -----------------
/s/ Ronald L. Havner, Jr. Vice Chairman of the Board, Chief Executive March 30, 2007
- ---------------------------------------
Ronald L. Havner, Jr. Officer and President of Public Storage, Inc.,
Corporate General Partner
/s/ B. Wayne Hughes General Partner and Chairman of the Board of March 30, 2007
- --------------------------------------- Public Storage, Inc.
B. Wayne Hughes
/s/ John Reyes Senior Vice President and Chief Financial Officer March 30, 2007
- ---------------------------------------
John Reyes of Public Storage, Inc. (principal financial
officer and principal accounting officer)
/s/ Harvey Lenkin Director of Public Storage, Inc. March 30, 2007
- ---------------------------------------
Harvey Lenkin
/s/ B. Wayne Hughes, Jr. Director of Public Storage, Inc. March 30, 2007
- ---------------------------------------
B. Wayne Hughes, Jr.
/s/ Dann V. Angeloff Director of Public Storage, Inc. March 30, 2007
- ---------------------------------------
Dann V. Angeloff
/s/ William Baker Director of Public Storage, Inc. March 30, 2007
- ---------------------------------------
William C. Baker
/s/ John T. Evans Director of Public Storage, Inc. March 30, 2007
- ---------------------------------------
John T. Evans
/s/ Uri P. Harkham Director of Public Storage, Inc. March 30, 2007
- ---------------------------------------
Uri P. Harkham
/s/ Gary E. Pruitt Director of Public Storage, Inc. March 30, 2007
- ---------------------------------------
Gary E. Pruitt
/s/ Daniel C. Staton Director of Public Storage, Inc. March 30, 2007
- ---------------------------------------
Daniel C. Staton
25
PUBLIC STORAGE PROPERTIES IV, LTD.
INDEX TO FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULE
(Item 15 (a))
Page
References
----------
Report of Independent Registered Public Accounting Firm F-1
Financial Statements and Schedule:
Balance Sheets as of December 31, 2006 and 2005 F-2
For the years ended December 31, 2006, 2005 and 2004:
Statements of Income and Comprehensive Income F-3
Statements of Partners' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6 - F-12
Schedule:
III - Real Estate and Accumulated Depreciation F-13 - F-14
All other schedules have been omitted since the required information is
not present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the financial
statements or the notes thereto.
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, 2006 and 2005, 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, 2006. Our audits
also included the schedule listed in the index at item 15(a). These financial
statements and schedule are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an
audit of the Partnership's internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Partnership's internal control over financial reporting. Accordingly we express
no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Public Storage Properties IV,
Ltd. at December 31, 2006 and 2005, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2006, in
conformity with U.S. generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
ERNST & YOUNG LLP
March 28, 2007
Los Angeles, California
F-1
PUBLIC STORAGE PROPERTIES IV, LTD.
BALANCE SHEETS
December 31, 2006 and 2005
2006 2005
------------------ ------------------
ASSETS
Cash and cash equivalents $ 2,525,000 $ 2,571,000
Marketable securities of affiliate (cost of $259,000 as of December
31, 2005) - 386,000
Rent and other receivables 197,000 167,000
Real estate facilities:
Building and equipment 19,628,000 18,973,000
Land 5,021,000 5,021,000
------------------ ------------------
24,649,000 23,994,000
Less accumulated depreciation (17,799,000) (17,480,000)
------------------ ------------------
6,850,000 6,514,000
Other assets 153,000 83,000
------------------ ------------------
Total assets $ 9,725,000 $ 9,721,000
================== ==================
LIABILITIES AND PARTNERS' EQUITY
Accounts payable $ 193,000 $ 189,000
Deferred revenue 313,000 321,000
------------------ ------------------
Total liabilities 506,000 510,000
Commitments and contingencies (Note 8)
Partners' equity:
Limited partners' equity, $500 per unit, 40,000 units authorized,
issued and outstanding 6,845,000 6,745,000
General partners' equity 2,374,000 2,339,000
Other comprehensive income - 127,000
------------------ ------------------
Total partners' equity 9,219,000 9,211,000
------------------ ------------------
Total liabilities and partners' equity $ 9,725,000 $ 9,721,000
================== ==================
See accompanying notes.
F-2
PUBLIC STORAGE PROPERTIES IV, LTD.
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the years ended December 31, 2006, 2005 and 2004
2006 2005 2004
----------------- ------------------ ------------------
REVENUES:
Rental income $ 11,294,000 $ 10,726,000 $ 10,325,000
Dividends from marketable securities of affiliate 23,000 203,000 718,000
Revenues from affiliate under Performance Agreement
(Note 5) 1,225,000 1,117,000 1,066,000
Other income 277,000 225,000 101,000
----------------- ------------------ ------------------
12,819,000 12,271,000 12,210,000
----------------- ------------------ ------------------
COSTS AND EXPENSES:
Cost of operations 2,898,000 2,635,000 2,695,000
Management fees paid to affiliate 678,000 643,000 619,000
Depreciation 383,000 356,000 565,000
Administrative 163,000 118,000 98,000
----------------- ------------------ ------------------
4,122,000 3,752,000 3,977,000
----------------- ------------------ ------------------
Net income before gain 8,697,000 8,519,000 8,233,000
Casualty gain 31,000 38,000 -
Gain on disposition of marketable securities of
affiliate 134,000 15,633,000 -
----------------- ------------------ ------------------
NET INCOME $ 8,862,000 $ 24,190,000 $ 8,233,000
================= ================== ==================
Limited partners' share of net income ($165.33 per
unit in 2006, $411.45 per unit in 2005 and
$157.10 per unit in 2004) $ 6,613,000 $ 16,458,000 $ 6,284,000
General partners' share of net income 2,249,000 7,732,000 1,949,000
----------------- ------------------ ------------------
$ 8,862,000 $ 24,190,000 $ 8,233,000
================= ================== ==================
COMPREHENSIVE INCOME:
Net income $ 8,862,000 $ 24,190,000 $ 8,233,000
Other Comprehensive Income:
Change in unrealized gain on marketable equity
securities of affiliate 7,000 456,000 4,699,000
Realized gain on disposition of marketable
securities of affiliate (134,000) (15,633,000) -
----------------- ------------------ ------------------
$ 8,735,000 $ 9,013,000 $ 12,932,000
================= ================== ==================
See accompanying notes.
F-3
PUBLIC STORAGE PROPERTIES IV, LTD.
STATEMENTS OF PARTNERS' EQUITY
For the years ended December 31, 2006, 2005 and 2004
Other
Comprehensive Total Partners'
Limited Partners General Partners Income Equity
------------------ ----------------- ------------------ --------------------
Balance at December 31, 2003 $ 10,740,000 $ 3,725,000 $ 10,605,000 $ 25,070,000
Change in unrealized gain on marketable
securities - - 4,699,000 4,699,000
Net income 6,284,000 1,949,000 - 8,233,000
Cash distributions (5,600,000) (1,942,000) - (7,542,000)
Equity transfer (171,000) 171,000 - -
------------------ ----------------- ------------------ --------------------
Balance at December 31, 2004 11,253,000 3,903,000 15,304,000 30,460,000
Change in unrealized gain on marketable
securities - - 456,000 456,000
Realized gain on disposition of
marketable securities of affiliate - - (15,633,000) (15,633,000)
Net income 16,458,000 7,732,000 - 24,190,000
Cash distributions (6,347,000) (2,201,000) - (8,548,000)
Distribution of marketable securities
of affiliate (16,123,000) (5,591,000) - (21,714,000)
Equity transfer 1,504,000 (1,504,000) - -
------------------ ----------------- ------------------ --------------------
Balance at December 31, 2005 6,745,000 2,339,000 127,000 9,211,000
Change in unrealized gain on marketable
securities - - 7,000 7,000
Realized gain on disposition of
marketable securities of affiliate - - (134,000) (134,000)
Net income 6,613,000 2,249,000 - 8,862,000
Cash distributions (6,480,000) (2,247,000) - (8,727,000)
Equity transfer (33,000) 33,000 - -
------------------ ----------------- ------------------ --------------------
Balance at December 31, 2006 $ 6,845,000 $ 2,374,000 $ - $ 9,219,000
================== ================= ================== ====================
See accompanying notes.
F-4
PUBLIC STORAGE PROPERTIES IV, LTD.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2006, 2005 and 2004
2006 2005 2004
----------------- ----------------- ------------------
Cash flows from operating activities:
Net income $ 8,862,000 $ 24,190,000 $ 8,233,000
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation and amortization 383,000 356,000 565,000
Decrease in rent and other receivables 4,000 2,000 66,000
Increase in other assets (70,000) (1,000) (33,000)
Casualty gain (31,000) (38,000) -
Gain on disposition of marketable securities of
affiliate (134,000) (15,633,000) -
Increase (decrease) in accounts payable and accrued
liabilities 4,000 (37,000) 56,000
(Decrease) increase in deferred revenue (8,000) 7,000 28,000
----------------- ----------------- ------------------
Total adjustments 148,000 (15,344,000) 682,000
----------------- ----------------- ------------------
Net cash provided by operating activities 9,010,000 8,846,000 8,915,000
----------------- ----------------- ------------------
Cash flows from investing activities:
Proceeds from disposition of marketable securities of
affiliate 393,000 - -
Additions to real estate facilities (722,000) (322,000) (365,000)
----------------- ----------------- ------------------
Net cash used in investing activities (329,000) (322,000) (365,000)
----------------- ----------------- ------------------
Cash flows from financing activities:
Distributions paid to partners (8,727,000) (8,548,000) (7,542,000)
----------------- ----------------- ------------------
Net cash used in financing activities (8,727,000) (8,548,000) (7,542,000)
----------------- ----------------- ------------------
Net (decrease) increase in cash and cash equivalents (46,000) (24,000) 1,008,000
Cash and cash equivalents at the beginning of the year 2,571,000 2,595,000 1,587,000
----------------- ----------------- ------------------
Cash and cash equivalents at the end of the year $ 2,525,000 $ 2,571,000 $ 2,595,000
================= ================= ==================
Supplemental schedule of non-cash investing and financing
activities:
Increase in fair value of marketable securities:
Marketable securities $ (7,000) $ (456,000) $ (4,699,000)
Other comprehensive income 7,000 456,000 4,699,000
Distribution of marketable securities of affiliate:
Marketable securities - 21,714,000 -
Partners' equity - (21,714,000) -
Insurance receivable for hurricane damage 34,000 41,000
See accompanying notes.
F-5
PUBLIC STORAGE PROPERTIES IV, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2006
1. DESCRIPTION OF PARTNERSHIP
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, Inc. ("PSI") 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. Included in cost of operations are television,
yellow page, and other advertising expenditures totaling $513,000,
$402,000 and $417,000 for the years ended December 31, 2006, 2005, and
2004, respectively.
Allocation of Net Income:
-------------------------
The general partners' share of net income consists of amounts
attributable to their 1% capital contribution and an additional
percentage of cash flow (as defined) which relates to the general
partners' share of cash distributions as set forth in the Partnership
Agreement (Note 4). All remaining net income is allocated to the
limited partners.
Per unit data is based on the weighted average number of the
limited partnership units (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 to be cash
equivalents.
F-6
PUBLIC STORAGE PROPERTIES IV, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2006
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. Adjustments
to market value are reflected as "Change in Unrealized Gain on
Marketable Equity Securities" on the Statement 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, $456,000, and $4,699,000 for
the years ended December 31, 2006, 2005, and 2004, 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 it's marketable securities
and recorded a realized gain of $134,000 in it's 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 partner's 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, 2006.
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 Casualties," our evaluations have
identified no such impairments at December 31, 2006.
F-7
PUBLIC STORAGE PROPERTIES IV, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2006
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 Casualties:
--------------------------
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 excess of
the additional insurance proceeds that we expect to receive of
approximately $34,000 over the additional aggregate net book value of
the assets damaged ($3,000).
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 income tax expense is recorded by the
Partnership.
Recent Accounting Pronouncements and Guidance:
----------------------------------------------
As of March 30, 2007, there have been no recent accounting
pronouncements and guidance, which were not effective for
implementation prior to December 31, 2006, that would have a material
impact upon reporting the operations or financial position of the
Partnership.
Segment Reporting:
------------------
The Partnership only has one reportable segment as defined within
Statement of Financial Accounting Standards No. 131.
3. CASH DISTRIBUTIONS
The Partnership Agreement requires that cash available for
distribution (cash flow from all sources less cash necessary for any
obligations or capital improvements) needs to be distributed at least
quarterly. During 2005, we paid cash distributions to the limited and
F-8
PUBLIC STORAGE PROPERTIES IV, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2006
general partners totaling $6,347,000 ($158.68 per unit) and $2,201,000,
respectively. 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. 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
PSI and Hughes are general partners of the Partnership. In 1995,
Hughes contributed his ownership and rights to distributions from the
Partnership to BWH Marina Corporation II, a corporation wholly-owned by
Hughes. 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 PSI pursuant to
which PSI operates the self-storage facilities for a fee equal to 6% of
the facilities' gross revenue (as defined). For 2006, 2005 and 2004,
the Partnership paid PSI $678,000, $643,000 and $619,000, respectively,
under this management agreement.
The Management Agreement between the Partnership and PSI provides
that the Management Agreement may be terminated without cause upon 60
days written notice by the Partnership or six months notice by PSI.
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 PSI. 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 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 PSI
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 pre-depreciation net operating income with respect to the Azusa
Property. The Partnership recorded a total of $1,225,000, $1,117,000
and $1,066,000 in revenue with respect to the Performance Agreement for
the years ended December 31, 2006, 2005 and 2004, respectively.
The Partnership's facilities, along with facilities owned by PSI
and its affiliates, are managed and marketed jointly by PSI in order to
take advantage of scale and other efficiencies. Joint costs are
F-9
PUBLIC STORAGE PROPERTIES IV, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2006
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, amounted to $1,563,000,
$1,197,000, and $1,278,000 for the years ended December 31, 2006, 2005,
and 2004, respectively.
Ownership Interest by the General Partners
------------------------------------------
PSI owns 11,365 Limited Partnership Units ("Units"), as to which
PSI 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; PSI 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, PSI owns 46% and members of
PSI's management and related individuals own approximately 6%.
Captive Insurance Activities with PSI
-------------------------------------
The Partnership has a 1.6% ownership interest in STOR-Re Mutual
Insurance Corporation ("STOR-Re"), which was formed in 1994 as an
association captive insurance company, and is controlled by PSI. The
Partnership accounts for its investment in STOR-Re, which is included
in other assets, on the cost method, and has received no distributions
during the three years ended December 31, 2006.
STOR-Re provides limited property and liability insurance coverage
to the Partnership, PSI, and affiliates for losses occurring before
April 1, 2004. STOR-Re was succeeded with respect to these activities
for losses occurring after March 31, 2004 by a wholly owned subsidiary
of PSI (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 American Academy of Actuaries, using a
frequency and severity method, for losses incurred but not reported.
Determining the liability for unpaid losses and loss adjustment expense
is based upon estimates and while we believe that the amount is
adequate, the ultimate loss may be in excess of or less than the
amounts provided. The methods for making such estimates and for
establishing the resulting liability are continually reviewed.
The following table sets forth certain condensed consolidated
financial information with respect to STOR-Re (representing 100% of
this entity's operations and not the Partnership's pro-rata share):
2006 2005
------------- -----------
(Amounts in thousands)
For the year ended December 31,
Net investment income........................... $ 890 $ 663
Loss and loss adjustment expense................ (1,053) 900
Other expenses.................................. (234) (349)
------------- -----------
Net income (loss)............................ $ (397) $ 1,214
============= ===========
At December 31,
Total assets (primarily cash and other $ 27,772 $ 26,876
investments).................................
Liabilities for losses and loss adjustment 11,470 13,784
expenses.....................................
Other liabilities............................... 1,314 208
Member's surplus................................ 14,988 12,884
F-10
PUBLIC STORAGE PROPERTIES IV, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2006
Premiums paid to the Captive Entities for the years ended
December 31, 2006, 2005 and 2004 were $97,000, $77,000 and $138,000,
respectively.
Other Activities with PSI
-------------------------
A corporation that reinsures policies against losses to goods
stored by tenants in PSI's storage facilities was purchased by PSI from
Mr. Hughes and members of his family (the "Hughes Family") on December
31, 2001. This corporation receives the premiums and bears the risks
associated with the re-insurance. The Partnership receives an access
fee from this corporation in return for providing tenant listings. This
fee is based on number of spaces the Partnership has to rent. Included
in other income on our income statement for these fees are $110,000,
$108,000 and $65,000 for the years ended December 31, 2006, 2005 and
2004, respectively.
A subsidiary of PSI sells locks and boxes and rents trucks to the
general public and tenants to be used in securing their spaces and
moving their goods. The subsidiary of PSI receives the revenues and
bears the cost of the activities.
6. TAXES BASED ON INCOME
Taxes based on income are the responsibility of the individual
partners and, accordingly, the Partnership's financial statements do
not reflect a provision for such taxes.
Taxable net income (unaudited) was $8,857,000, $8,583,000 and
$8,341,000 for the years ended December 31, 2006, 2005 and 2004
respectively. The difference between taxable net income and net income
is primarily related to depreciation expense resulting from differences
in depreciation and capitalization methodologies.
7. SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED)
Three Months Ended
-------------------------------------------------------------------------------
March 31, 2006 June 30, 2006 September 30, 2006 December 31, 2006
------------------ ---------------- ------------------- ------------------
Rental Income $ 2,766,000 $ 2,831,000 $ 2,905,000 $ 2,792,000
Cost of Operations (including
management fees and depreciation) $ 974,000 $ 992,000 $ 988,000 $ 1,005,000
Net Income (1) $ 2,109,000 $ 2,169,000 $ 2,306,000 $ 2,278,000
Net Income Per Limited Partner Unit $ 39.53 $ 41.00 $ 44.45 $ 40.35
Cash distributions $ 2,047,000 $ 2,047,000 $ 2,047,000 $ 2,586,000
Casualty gain $ - $ - $ - $ 31,000
Three Months Ended
-------------------------------------------------------------------------------
March 31, 2005 June 30, 2005 September 30, 2005 December 31, 2005
------------------ ---------------- ------------------- ------------------
Rental Income $ 2,624,000 $ 2,666,000 $ 2,708,000 $ 2,728,000
Cost of Operations(including management
fees and depreciation) $ 914,000 $ 899,000 $ 901,000 $ 920,000
Net Income (1) $ 17,792,000 $ 2,055,000 $ 2,140,000 $ 2,203,000
Net Income Per Limited Partner Unit $ 293.33 $ 38.52 $ 40.43 $ 39.17
Cash distributions $ 2,084,000 $ 1,993,000 $ 1,993,000 $ 2,478,000
Casualty gain $ - $ - $ - $ 38,000
Distribution of marketable securities $ 21,714,000 $ - $ - $ -
(1) Net income includes gains on disposition of marketable securities
totaling $134,000 and $15,633,000 during the years ended December
31, 2006 and 2005, respectively.
F-11
PUBLIC STORAGE PROPERTIES IV, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2006
8. Commitments and Contingencies
Serrao v. Public Storage, Inc. (filed April 2003) (Superior Court -
-----------------------------------------------------------------------
Orange County)
--------------
The plaintiff in this case filed a suit against PSI on behalf of a
putative class of renters who rented self-storage units from PSI.
Plaintiff alleges that PSI misrepresented the size of its storage
units, has brought claims under California statutory and common law
relating to consumer protection, fraud, unfair competition, and
negligent misrepresentation, and is seeking monetary damages,
restitution, and declaratory and injunctive relief.
The claim in this case is substantially similar to those in
Henriquez v. Public Storage, Inc., which was disclosed in prior
reports. In January 2003, the plaintiff caused the Henriquez action to
be dismissed.
Based upon the uncertainty inherent in any putative class action,
PSI cannot presently determine the potential damages, if any, or the
ultimate outcome of this litigation. On November 3, 2003, the court
granted PSI's motion to strike the plaintiff's nationwide class
allegations and to limit any putative class to California residents
only. In August 2005, PSI filed a motion to remove the case to federal
court, but the case has been remanded to the Superior Court. PSI is
vigorously contesting the claims upon which this lawsuit is based,
including class certification efforts.
Brinkley et al v. Public Storage, Inc. (filed April, 2005) (Superior
-----------------------------------------------------------------------
court of California - Los Angeles County)
-----------------------------------------
The plaintiff sued PSI 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. The maximum
potential liability cannot presently be estimated. PSI intends to
vigorously contest the substantive merits of the two remaining
subclasses that were certified. PSI does not believe that this matter
will have any material adverse effect on the results of operations of
the Partnership.
Other Items
-----------
PSI 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.
F-12
Public Storage Properties IV, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
For the year ended December 31, 2006
Initial Cost
--------------------------------
Costs Subsequent
Building, Land to construction
Description Land Imp & Equipment (Improvements)
- --------------------------- --------------- ----------------- -----------------
CALIFORNIA
Concord $349,000 $805,000 376,000
Tustin 517,000 844,000 399,000
Pasadena 379,000 496,000 291,000
Azusa 501,000 1,093,000 362,000
Redlands 227,000 771,000 393,000
Riverside 51,000 595,000 349,000
Oakland 177,000 650,000 372,000
Richmond 225,000 639,000 405,000
Santa Clara 633,000 1,156,000 594,000
San Carlos 396,000 902,000 229,000
Sacramento/Howe 194,000 666,000 328,000
Sacramento/West Capitol 100,000 719,000 547,000
FLORIDA
Miami/Airport Expressway
186,000 442,000 370,000
Miami/Cutler Ridge 525,000 901,000 179,000
Pembroke Park 255,000 607,000 505,000
Ft. Lauderdale/I-95 &
23rd Ave. 243,000 611,000 513,000
Ft. Lauderdale/I-95 &
Sunrise 286,000 690,000 606,000
--------------- ----------------- -----------------
$5,244,000 $12,587,000 6,818,000
=============== ================= =================
Gross Carrying Amount
at December 31, 2006
------------------------------------------------
Building, Land Accumulated
Description Land Imp & Equipment Total Depreciation Date Completed
- --------------------------- -------------- ----------------- ------------- -------------- --------------
CALIFORNIA
Concord 349,000 1,181,000 1,530,000 1,061,000 01/79
Tustin 517,000 1,243,000 1,760,000 1,200,000 12/78
Pasadena 379,000 787,000 1,166,000 717,000 11/79
Azusa 501,000 1,455,000 1,956,000 1,367,000 11/78
Redlands 227,000 1,164,000 1,391,000 1,027,000 02/79
Riverside 51,000 945,000 995,000 917,000 05/79
Oakland 177,000 1,022,000 1,199,000 958,000 04/79
Richmond 225,000 1,043,000 1,269,000 991,000 03/79
Santa Clara 633,000 1,750,000 2,383,000 1,491,000 6 & 7/79
San Carlos 396,000 1,131,000 1,527,000 1,112,000 10/79
Sacramento/Howe 194,000 994,000 1,188,000 960,000 08/79
Sacramento/West Capitol 100,000 1,266,000 1,366,000 1,035,000 06/79
FLORIDA
Miami/Airport Expressway
186,000 812,000 998,000 731,000 01/79
Miami/Cutler Ridge 302,000 1,303,000 1,605,000 1,027,000 04/79
Pembroke Park 255,000 1,112,000 1,367,000 1,025,000 07/79
Ft. Lauderdale/I-95 &
23rd Ave. 243,000 1,124,000 1,367,000 997,000 07/79
Ft. Lauderdale/I-95 &
Sunrise 286,000 1,296,000 1,582,000 1,183,000 10/79
-------------- ----------------- ------------- --------------
5,021,000 19,628,000 24,649,000 17,799,000
============== ================= ============= ==============
F-13
Public Storage Properties IV, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
(Continued)
Reconciliation of Real Estate and Accumulated Depreciation
2006 2005
---------------- -----------------
Investment in Real Estate
Balance at the beginning of the year $ 23,994,000 $ 23,759,000
Disposition of real estate (67,000) (87,000)
Additions through capital expenditures 722,000 322,000
---------------- -----------------
Balance at the end of the year $ 24,649,000 $ 23,994,000
================ =================
Accumulated Depreciation
Balance at the beginning of the year $ 17,480,000 $ 17,208,000
Disposition of real estate (64,000) (84,000)
Additions charged to costs and expenses 383,000 356,000
---------------- -----------------
$ 17,799,000 $ 17,480,000
================ =================
(a) The aggregate depreciable cost, prior to depreciation, of real estate
(excluding land) for Federal income tax purposes is $18,334,000
(unaudited).
F-14