-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M/2QwHsSXS/KSJqCJJErXO9AlBxfRwsAVGOxj1lqmAO8Tynrj1F7y5BzyHFK+MPb p29gZoUKx1aXWsEnoOh84Q== 0000277925-02-000008.txt : 20021114 0000277925-02-000008.hdr.sgml : 20021114 20021113180934 ACCESSION NUMBER: 0000277925-02-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC STORAGE PROPERTIES V LTD CENTRAL INDEX KEY: 0000277925 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 953292068 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09208 FILM NUMBER: 02821347 BUSINESS ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201-2397 BUSINESS PHONE: (818) 244-8080 MAIL ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201 10-Q 1 q302prop5.txt PUBLIC STORAGE PROPERTIES V, LTD. 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended September 30, 2002 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to --------------- --------------- Commission File Number 0-9208 ------ PUBLIC STORAGE PROPERTIES V, LTD. --------------------------------- (Exact name of registrant as specified in its charter) California 95-3292068 - ----------------------------------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 701 Western Avenue Glendale, California 91201 - ---------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (818) 244-8080 -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- INDEX Page ---- PART I. FINANCIAL INFORMATION Condensed balance sheets at September 30, 2002 and December 31, 2001 2 Condensed statements of income for the three and nine months ended September 30, 2002 and 2001 3 Condensed statement of partners' equity for the nine months ended September 30, 2002 4 Condensed statements of cash flows for the nine months ended September 30, 2002 and 2001 5 Notes to condensed financial statements 6-7 Management's discussion and analysis of financial condition and results of operations 8-9 Risk Factors 10-11 Controls and Procedures 11 PART II. OTHER INFORMATION Item 1 Legal Proceedings 12 Item 6 Exhibits and Reports on Form 8-K 12 PUBLIC STORAGE PROPERTIES V, LTD. CONDENSED BALANCE SHEETS
September 30, December 31, 2002 2001 ----------------- ----------------- (Unaudited) ASSETS Cash and cash equivalents $ 1,627,000 $ 449,000 Marketable securities of affiliate (cost of $8,181,000) 17,488,000 18,285,000 Rent and other receivables 234,000 415,000 Real estate facilities, at cost: Buildings and equipment 17,185,000 16,886,000 Land 4,714,000 4,714,000 ----------------- ----------------- 21,899,000 21,600,000 Less accumulated depreciation (14,335,000) (13,639,000) ----------------- ----------------- 7,564,000 7,961,000 Other assets 92,000 82,000 ----------------- ----------------- Total assets $ 27,005,000 $ 27,192,000 ================= ================= LIABILITIES AND PARTNERS' EQUITY Accounts payable $ 330,000 $ 106,000 Deferred revenue 189,000 188,000 Note payable to commercial bank - 1,550,000 Partners' equity: Limited partners' equity, $500 per unit, 44,000 units authorized, issued and outstanding 12,755,000 11,319,000 General partners' equity 4,424,000 3,925,000 Other comprehensive income 9,307,000 10,104,000 ----------------- ----------------- Total partners' equity 26,486,000 25,348,000 ----------------- ----------------- Total liabilities and partners' equity $ 27,005,000 $ 27,192,000 ================= =================
See accompanying notes. 2 PUBLIC STORAGE PROPERTIES V, LTD. CONDENSED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended September 30, Nine months Ended September 30, ---------------------------------- --------------------------------- 2002 2001 2002 2001 --------------- --------------- --------------- -------------- REVENUES: Rental income $ 2,201,000 $ 2,231,000 $ 6,524,000 $ 6,578,000 Dividends from marketable securities of affiliate 251,000 437,000 752,000 693,000 Other income 27,000 9,000 58,000 13,000 --------------- --------------- --------------- -------------- 2,479,000 2,677,000 7,334,000 7,284,000 --------------- --------------- --------------- -------------- COSTS AND EXPENSES: Cost of operations 536,000 525,000 1,507,000 1,472,000 Management fees paid to affiliates 130,000 133,000 387,000 392,000 Depreciation and amortization 235,000 240,000 696,000 738,000 Administrative 16,000 25,000 79,000 74,000 Interest expense - 68,000 4,000 267,000 --------------- --------------- --------------- -------------- 917,000 991,000 2,673,000 2,943,000 --------------- --------------- --------------- -------------- NET INCOME $ 1,562,000 $ 1,686,000 $ 4,661,000 $ 4,341,000 --------------- --------------- --------------- -------------- Limited partners' share of net income ($89.55 per unit in 2002 and $97.68 per unit in 2001) $ 3,940,000 $ 4,298,000 General partners' share of net income 721,000 43,000 --------------- -------------- $ 4,661,000 $ 4,341,000 =============== ============== COMPREHENSIVE INCOME: Net income $ 4,661,000 $ 4,341,000 Other comprehensive income (change in unrealized gain of marketable equity securities) (797,000) 4,912,000 --------------- -------------- $ 3,864,000 $ 9,253,000 =============== ==============
See accompanyin notes. 3 PUBLIC STORAGE PROPERTIES V, LTD. CONDENSED STATEMENT OF PARTNERS' EQUITY (UNAUDITED)
Other Limited General Comprehensive Total Partners' Partners Partners Income Equity ------------------ ------------------ ------------------ ------------------ Balance at December 31, 2001 $ 11,319,000 $ 3,925,000 $ 10,104,000 $ 25,348,000 Change in unrealized gain of marketable equity securities - - (797,000) (797,000) Net income 3,940,000 721,000 - 4,661,000 Distributions (2,024,000) (702,000) - (2,726,000) Equity transfer (480,000) 480,000 - - ------------------ ------------------ ------------------ ------------------ Balance at September 30, 2002 $ 12,755,000 $ 4,424,000 $ 9,307,000 $ 26,486,000 ================== ================== ================== ==================
See accompanying notes. 4 PUBLIC STORAGE PROPERTIES V, LTD. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine months Ended September 30, ------------------------------------- 2002 2001 ---------------- ---------------- Cash flows from operating activities: Net income $ 4,661,000 $ 4,341,000 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 696,000 738,000 Decrease (increase) in rent and other receivables 181,000 (377,000) Amortization of prepaid loan fees - 8,000 (Increase) decrease in other assets (10,000) 6,000 Increase in accounts payable 224,000 351,000 Increase (decrease) in deferred revenue 1,000 (48,000) ---------------- ---------------- Total adjustments 1,092,000 678,000 ---------------- ---------------- Net cash provided by operating activities 5,753,000 5,019,000 ---------------- ---------------- Cash flow from investing activities: Additions to real estate facilities (299,000) (211,000) ---------------- ---------------- Net cash used in investing activities (299,000) (211,000) ---------------- ---------------- Cash flow from financing activities: Distributions paid to partners (2,726,000) - Principal payments on note to commercial bank (1,550,000) (4,700,000) ---------------- ---------------- Net cash used in financing activities (4,276,000) (4,700,000) ---------------- ---------------- Net increase in cash and cash equivalents 1,178,000 108,000 Cash and cash equivalents at beginning of period 449,000 410,000 ---------------- ---------------- Cash and cash equivalents at end of period $ 1,627,000 $ 518,000 ================ ================
See accompanying notes. 5 PUBLIC STORAGE PROPERTIES V, LTD. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures contained herein are adequate to make the information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes appearing in the Partnership's Form 10-K for the year ended December 31, 2001. 2. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal accruals, necessary to present fairly the Partnership's financial position at September 30, 2002, the results of its operations for the three and nine months ended September 30, 2002 and 2001 and its cash flows for the nine months then ended. 3. The results of operations for the three and nine months ended September 30, 2002 are not necessarily indicative of the results expected for the full year. 4. Marketable securities at September 30, 2002 consist of 533,334 shares of common stock and 17,331 shares of Equity Stock, Series A of Public Storage, Inc., a publicly traded real estate investment trust and a general partner of the Partnership. We have designated our portfolio of marketable securities as available for sale. Accordingly, at September 30, 2002, we have recorded the marketable securities at fair value, based upon the closing quoted prices of the securities at September 30, 2002. Changes in market value of marketable securities are reflected as unrealized gains or losses directly in Partners' Equity and accordingly have no effect on net income. 5. On April 1, 1999, we borrowed $17,000,000 from a commercial bank. The proceeds of the loan were used to repay our mortgage debt. The loan is unsecured and bears interest at the London Interbank Offering Rate ("LIBOR") plus 0.60% to 1.20% depending on our interest coverage ratio. The loan was scheduled to mature April 2003. During the first quarter of 2002, the Partnership paid the loan in full without penalty. We entered into an interest rate swap agreement to reduce the impact of changes in interest rates on a portion of our floating rate debt. The agreement, which covers $5,000,000 of debt through April, 2002 effectively changes the interest rate exposure from floating rate to a fixed rate of 5.64% plus 0.60% to 1.20% based on our interest coverage ratio. Market gains and losses on the value of the swap were deferred and included in income over the life of the contract. We recorded the differences paid or received on the interest rate swap in interest expense as payments are made or received. During December 2001, we terminated this agreement at a cost of approximately $75,000. 6. The Partnership recommenced distributions to partners in the second quarter of 2002. Distributions of $26.00 per limited partnership unit, for a total of $1,144,000, were paid on September 13, 2002. As of September 30, 2002, the limited partners have been paid distributions for the year totaling $2,024,000. Also, as of September 30, 2002, distributions for the year in the amount of $702,000 were paid to the general partners in accordance with the provisions of the partnership agreement. 6 7. In October 2001, the Financial Accounting Standards Board (FASB) issued Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." In June 2001, the FASB issued Statement of Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets," ("SFAS 142"). We adopted these statements effective January 1, 2002. We evaluate our long-lived assets on a quarterly basis for indicators of impairment. When indicators of impairment are detected, we evaluate the recoverability of such long-lived assets. To the extent that the estimated future undiscounted cash flows are less than the respective book value, an impairment charge is recorded. The Partnership has determined at September 30, 2002 that no such impairments existed and, accordingly, no impairment charges have been recorded. Statement No. 144 also addresses the accounting for long-lived assets that are likely to be disposed of before the end of their previously estimated useful life. Such assets are to be reported at the lower of their carrying amount or fair value, less cost to sell. Our evaluations have determined that there are no such impairments at September 30, 2002. 8. Legal Proceedings Henriquez v. Public Storage, Inc. (Filed June 2002). ---------------------------------------------------- The plaintiff in this case is suing Public Storage on behalf of a purported class of renters who rented self-storage units from Public Storage. Plaintiff alleges that Public Storage misrepresents the size of its units and seeks damages and injunctive and declaratory relief under California statutory and common law relating to consumer protection, unfair competition, fraud and deceit and negligent misrepresentation. Public Storage does not currently believe that the outcome of this litigation will have a material adverse affect. However, Public Storage cannot presently determine the potential total damages, if any, or the ultimate outcome of the litigation. Public Storage intends to vigorously contest the claims in this case. Salaam, et. Al v. Public Storage (filed February 2000). ------------------------------------------------------- The plaintiffs in this case are suing Public Storage on behalf of a purported class of California resident property managers who claim that they were not compensated for all the hours they worked. The named plaintiffs have indicated that their claims total less than $20,000 in aggregate. This maximum potential liability can only be increased if a class is certified or if claims are permitted to be brought on behalf of the others under the California Unfair Business Practices Act. The plaintiffs' motion for class certification was denied in August 2002; the plaintiffs have appealed this denial. Public Storage is continuing to vigorously contest the claims in this case and intends to resist any expansion beyond the named plaintiffs on the grounds of lack of commonality of claims. Public Storage's resistance will include opposing the plaintiffs' appeal of the court's denial of class certification. Public Storage is a party to various claims, complaints, and other legal actions that have arisen in the normal course of business from time to time. We believe that the outcome of these other pending legal proceedings, in the aggregate, will not have a material adverse effect upon the operations or financial position of Public Storage. 7 PUBLIC STORAGE PROPERTIES V, LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD LOOKING STATEMENTS - -------------------------- When used within this document, the words "expects," "believes," "anticipates," "should," "estimates," and similar expressions are intended to identify "forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results and performance of the Partnership to be materially different from those expressed or implied in the forward looking statements. Such factors include the impact of competition from new and existing real estate facilities which could impact rents and occupancy levels at the real estate facilities that the Partnership has an interest in; the Partnership's ability to effectively compete in the markets that it does business in; the impact of the regulatory environment as well as national, state, and local laws and regulations including, without limitation, those governing Partnerships; and the impact of general economic conditions upon rental rates and occupancy levels at the real estate facilities that the Partnership has an interest in. CRITICAL ACCOUNTING POLICIES - ---------------------------- IMPAIRMENT OF LONG LIVED ASSETS Substantially all of the Partnership's assets consist of long-lived assets, primarily real estate. We evaluate our long-lived assets on a quarterly basis for indicators of impairment. When indicators of impairment are detected, we evaluate the recoverability of such long-lived assets. To the extent that the estimated future undiscounted cash flows are less than the respective book value, an impairment charge is recorded. The Partnership has determined at September 30, 2002 that no such impairments existed and, accordingly, no impairment charges have been recorded. Future events could cause us to conclude that our long-lived assets are impaired. Any resulting impairment loss could have a material adverse impact on our financial condition and results of operations. ESTIMATED USEFUL LIVES OF LONG-LIVED ASSETS Substantially all of the Partnership's assets consist of depreciable, long-lived assets. We record depreciation expense with respect to these assets based upon their estimated useful lives. Any change in the estimated useful lives of those assets, caused by functional or economic obsolescense or other factors, could have a material adverse impact on our financial condition or results of operations. ACCRUALS FOR CONTINGENCIES The Partnership is exposed to business and legal liability risks with respect to events that have occurred, but in accordance with generally accepted accounting principles has not accrued for such potential liabilities because the loss is either not probable or not estimable or because the Partnership is not aware of the event. Future events and the result of pending litigation could result in such potential losses becoming probable and estimable, which could have a material adverse impact on our financial condition or results of operations. Some of these potential losses, which the Partnership is aware of, are described in Note 8 to the Partnership's financial statements. 8 RESULTS OF OPERATIONS - --------------------- THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001: Our net income for the nine months ended September 30, 2002 was $4,661,000 compared to $4,341,000 for the nine months ended September 30, 2001, representing an increase of $320,000 or 7.4%. Our net income for the three months ended September 30, 2002 was $1,562,000 compared to $1,686,000 for the three months ended September 30, 2001, representing a decrease of $124,000 or 7.4%. Rental income for the nine months ended September 30, 2002 was $6,524,000 compared to $6,578,000 for the nine months ended September 30, 2001, representing a decrease of $54,000 or .9%. Rental income for the three months ended September 30, 2002 was $2,201,000 compared to $2,231,000 for the three months ended September 30, 2001, representing a decrease of $30,000 or 1.4%. Weighted average occupancy levels at the mini-warehouse facilities were 88% and 92% for the nine months ended September 30, 2002 and 2001, respectively. Annual realized rent at the mini-warehouse facilities for the nine months ended September 30, 2002 increased to $12.84 per occupied square foot from $12.31 per occupied square foot for the nine months ended September 30, 2001. Cost of operations (including management fees paid to an affiliate) for the nine months ended September 30, 2002 was $1,894,000 compared to $1,864,000 for the nine months ended September 30, 2001, representing an increase of $30,000 or 1.6%. Cost of operations (including management fees paid to an affiliate) for the three months ended September 30, 2002 was $666,000 compared to $658,000 for the three months ended September 30, 2001, representing an increase of $8,000 or 1.3%. This increase is mainly attributable to increases in payroll and other operating expenses. As a result of lower average outstanding balances on the note payable, interest expense was $4,000 in the nine months ended September 30, 2002 from $267,000 in the same period in 2001, a $263,000 or 98.5% decrease. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- Cash flows from operating activities ($5,753,000 for the nine months ended September 30, 2002) have been sufficient to meet all current obligations of the Partnership. At September 30, 2002, we held 533,334 shares of common stock and 17,331 shares of Equity Stock, Series A of Public Storage, Inc. with a fair value totaling $17,488,000 (cost basis of $8,181,000 at September 30, 2002). We recognized $752,000 in dividends for the nine months ended September 30, 2002. On April 1, 1999, we borrowed $17,000,000 from a commercial bank. The proceeds of the loan were used to repay our mortgage debt. The loan is unsecured and bears interest at the London Interbank Offering Rate ("LIBOR") plus 0.60% to 1.20% depending on our interest coverage ratio. The loan was scheduled to mature April 2003. During the first quarter of 2002, the Partnership paid the loan in full without penalty. We entered into an interest rate swap agreement to reduce the impact of changes in interest rates on a portion of our floating rate debt. The agreement, which covers $5,000,000 of debt through April, 2002 effectively changes the interest rate exposure from floating rate to a fixed rate of 5.64% plus 0.60% to 1.20% based on our interest coverage ratio. Market gains and losses on the value of the swap were deferred and included in income over the life of the contract. We recorded the differences paid or received on the interest rate swap in interest expense as payments are made or received. During December 2001, we terminated this agreement at a cost of approximately $75,000. 9 As all debt service was repaid as of March 31, 2002, the Partnership resumed with quarterly distributions beginning in the second quarter of 2002. We paid distributions for the year to the limited and general partners totaling $2,024,000 ($46.00 per unit) and $702,000, respectively, as of September 30, 2002. Future distribution rates may be adjusted to levels which are supported by operating cash flow after capital improvements and any other necessary obligations. RISK FACTORS - ------------ In addition to the other information in our Form 10-Q, you should consider the following factors in evaluating the Partnership: PUBLIC STORAGE HAS A SIGNIFICANT DEGREE OF CONTROL OVER THE PARTNERSHIP. Public Storage is general partner and owns approximately 37.5% of our outstanding limited partnership units. In addition, PS Orangeco Partnerships, Inc., an affiliate of Public Storage, owns 16.9% of our outstanding limited partnership units. As a result, Public Storage has a significant degree of control over matters submitted to a vote of our unitholders, including amending our organizational documents, dissolving the Partnership and approving other extraordinary transactions. SINCE OUR BUSINESS CONSISTS PRIMARILY OF ACQUIRING AND OPERATING REAL ESTATE, WE ARE SUBJECT TO REAL ESTATE OPERATING RISKS. The value of our investments may be reduced by general risks of real estate ownership. Since we derive substantially all of our income from real estate operations, we are subject to the general risks of owning real estate-related assets, including: o lack of demand for rental spaces or units in a locale; o changes in general economic or local conditions; o changes in supply of or demand for similar or competing facilities in an area; o potential terrorist attacks; o the impact of environmental protection laws; o changes in interest rates and availability of permanent mortgage funds which may render the sale or financing of a property difficult or unattractive; and o changes in tax, real estate and zoning laws. There is significant competition among self-storage facilities. Most of the properties the Partnership has an interest in are self-storage facilities. Competition in the market areas in which many of our properties are located is significant and has affected the occupancy levels, rental rates and operating expenses of some of our properties. Any increase in availability of funds for investment in real estate may accelerate competition. Further development of self-storage facilities may intensify competition among operators of self-storage facilities in certain market areas in which we operate. 10 We may incur significant environmental costs and liabilities. As an owner of real properties, under various federal, state and local environmental laws, we are required to clean up spills or other releases of hazardous or toxic substances on or from our properties. Certain environmental laws impose liability whether or not the owner knew of, or was responsible for, the presence of the hazardous or toxic substances. In some cases, liability may not be limited to the value of the property. The presence of these substances, or the failure to properly remediate any resulting contamination, also may adversely affect the owner's or operator's ability to sell, lease or operate its property or to borrow using its property as collateral. We have conducted preliminary environmental assessments on most of the properties the Partnership has an interest in to evaluate the environmental condition of, and potential environmental liabilities associated with, our properties. These assessments generally consist of an investigation of environmental conditions at the property (not including soil or groundwater sampling or analysis), as well as a review of available information regarding the site and publicly available data regarding conditions at other sites in the vicinity. In connection with these property assessments, we have become aware that prior operations or activities at some facilities or from nearby locations have or may have resulted in contamination to the soil or groundwater at these facilities. In this regard, some of our facilities are or may be the subject of federal or state environment investigations or remedial actions. Although we cannot provide any assurance, based on the preliminary environmental assessments, we believe we have funds available to cover any liability from environmental contamination or potential contamination and we are not aware of any environmental contamination of our facilities material to our overall business, financial condition or results of operation. CONTROLS AND PROCEDURES - ----------------------- The Partnership maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports the Partnership files and submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in accordance with SEC guidelines and that such information is communicated to the Partnership's management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure based on the definition of "disclosure controls and procedures" in Rule 13a-14(c) of the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Within 90 days prior to the date of this report, the Partnership carried out an evaluation, under the supervision and with the participation of the Partnership's management, including the Partnership's Chief Executive Officer and the Partnership's Chief Financial Officer, of the effectiveness of the design and operation of the Partnership's disclosure controls and procedures. Based upon this evaluation, the Partnership's Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures were effective. There have been no significant changes in the Partnership's internal controls or in other factors that could significantly affect the internal controls subsequent to the date of the Partnership's evaluation. 11 PART II. OTHER INFORMATION Item 1 Legal Proceedings ----------------- Henriquez v. Public Storage, Inc. (Filed June 2002). ---------------------------------------------------- The plaintiff in this case is suing Public Storage on behalf of a purported class of renters who rented self-storage units from Public Storage. Plaintiff alleges that Public Storage misrepresents the size of its units and seeks damages and injunctive and declaratory relief under California statutory and common law relating to consumer protection, unfair competition, fraud and deceit and negligent misrepresentation. Public Storage does not currently believe that the outcome of this litigation will have a material adverse affect. However, Public Storage cannot presently determine the potential total damages, if any, or the ultimate outcome of the litigation. Public Storage intends to vigorously contest the claims in this case. Salaam, et. Al v. Public Storage (filed February 2000). ------------------------------------------------------- The plaintiffs in this case are suing Public Storage on behalf of a purported class of California resident property managers who claim that they were not compensated for all the hours they worked. The named plaintiffs have indicated that their claims total less than $20,000 in aggregate. This maximum potential liability can only be increased if a class is certified or if claims are permitted to be brought on behalf of the others under the California Unfair Business Practices Act. The plaintiffs' motion for class certification was denied in August 2002; the plaintiffs have appealed this denial. Public Storage is continuing to vigorously contest the claims in this case and intends to resist any expansion beyond the named plaintiffs on the grounds of lack of commonality of claims. Public Storage's resistance will include opposing the plaintiffs' appeal of the court's denial of class certification. Public Storage is a party to various claims, complaints, and other legal actions that have arisen in the normal course of business from time to time. We believe that the outcome of these other pending legal proceedings, in the aggregate, will not have a material adverse effect upon the operations or financial position of Public Storage. Items 2 through 5 are inapplicable. Item 6 Exhibits and Reports on Form 8-K. --------------------------------- (a) The following exhibit is included herein: (1) Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Form 8-K None 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DATED: November 13, 2002 PUBLIC STORAGE PROPERTIES V, LTD. BY: Public Storage, Inc. General Partner BY: /s/ John Reyes -------------- John Reyes Senior Vice President and Chief Financial Officer 13 Exhibit 99.1 CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Public Storage Properties V, Ltd. (the "Partnership") for the quarterly period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), B. Wayne Hughes, as Chief Executive Officer of Public Storage, Inc. (through November 7, 2002), Ronald L. Havner, Jr., as Chief Executive Officer of Public Storage, Inc. (after November 7, 2002), and John Reyes, as Chief Financial Officer of Public Storage, Inc., each hereby certifies, pursuant to 18 U.S.C.ss. 1350, as adopted pursuant toss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. /s/ B. Wayne Hughes - ------------------------------------ Name: B. Wayne Hughes Title: Chief Executive Officer of Public Storage, Inc. (through November 7, 2002), Corporate General Partner and Individual General Partner Date: November 13, 2002 /s/ Ronald L. Havner, Jr. - ------------------------------------ Name: Ronald L. Havner, Jr. Title: Chief Executive Officer of Public Storage, Inc. (after November 7, 2002), Corporate General Partner Date: November 13, 2002 /s/ John Reyes - ------------------------------------ Name: John Reyes Title: Chief Financial Officer of Public Storage, Inc., Corporate General Partner Date: November 13, 2002 This certification accompanies the Report pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Partnership for purposes of ss.18 of the Securities Exchange Act of 1934, as amended. Exhibit 99.2 CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, B. Wayne Hughes, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Public Storage Properties V, Ltd.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of: a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ B. Wayne Hughes - ------------------------------------ Name: B. Wayne Hughes Title: Chief Executive Officer of Public Storage, Inc. (through November 7, 2002), Corporate General Partner and Individual General Partner Date: November 13, 2002 Exhibit 99.3 CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald L. Havner, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Public Storage Properties V, Ltd.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of: a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Ronald L. Havner, Jr. - ------------------------------------ Name: Ronald L. Havner, Jr. Title: Chief Executive Officer of Public Storage, Inc. (after November 7, 2002), Corporate General Partner Date: November 13, 2002 Exhibit 99.4 CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, John Reyes, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Public Storage Properties V, Ltd.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of: a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ John Reyes - ------------------------------------ Name: John Reyes Title: Chief Financial Officer of Public Storage, Inc., Corporate General Partner Date: November 13, 2002 -----END PRIVACY-ENHANCED MESSAGE-----